A scientist has built a giant spaceship ark. He plans on fleeing earth destroying it and starting over on another planet. Before he can leave, he needs to find two vials. His robots fly around the earth destroying things and looking for the vials. Joe Sullivan (Sky Captain) tries to stop him. Along for the ride is his ex-girlfriend, reporter Polly Perkins. They discover that the scientist has been dead for 20 years and his robots are just carrying out his plans because that's how they were programmed. Joe and Polly, with help from Frank Cook, a British pilot, manage to destroy the ark (after freeing the animals) and escape.

The movie was in a tinted black & white look. The actors performed in front of a blue screen and all the backgrounds were added by computer animation. It was exciting and funny, and felt exactly like a 1940s-era comic book.