The mystic balance of the Starsword is upset during a battle with the Vampiremen. Now Blackstar must find the Air Whales of Anchar to repair the Starsword with their vocal chords. If Blackstar & Mara don't get there in time, the Starwsword will explode and take much of the world with it. But Blackstar is captured by the Sky-pirate Nehilis.