Furious after his defeat by Sam Marsh and the U.S. Navy, the evil Herr Krater is determined to avenge the defeat of his spider tanks at the Battle of Lofoten. At the same time, he also intends to flatten Washington, D.C. Krater has built a fleet of immense cloudships with sauncer attack fighters and red-eyed skelibots to fly them. It is left to his great-grandson, Sam Marsh, to stop him. A sky battle kicks off above America, as cloudship is pitted against cloudship in the biggest family struggle of the millennia. If Sam loses, it means the total annihilation of the Eastern United States.-- Cover.