The near future is a world full of chaos. There is a sinister organization that seeks to mechanize women. This organization is led by the Dark Mother and her right-hand woman, Lady Phantom. Their goal is to get hold of the most destructive weapon in the universe, known as the Angel System.

The action takes place in the distant future. Due to atmospheric pollution, it has become impossible to live on the surface of the planet. People have built cities high above the clouds, and below dwells a mysterious race of beings known as "shadows."

In Japan, there are more and more men who have failed to achieve success in life. And there are fewer real representatives of the stronger sex. Dr. Narutaki is a real genius. He knows how to change this situation. To achieve his goal, he needs sperm from 100 volunteers. But men are in no hurry to hand over their biomaterial. Then the doctor has a new idea. He kidnaps a charming schoolgirl and puts on a transparent transformer dress. This dress changes its appearance in accordance with the