In a far away land, in a far away time, the greatest fighters meet to do battle. Accompoanied by a beautiful female partner, they test their might in the gladiatorial arena. To the victor go the spoils.

After winning the first round of the tournament, Sid begins to despair that winning may be worse than losing. He looks at the poor souls who enter because hey have nothing to lose, and isn't sure that he can go on. However, thoughts of his beloved Azuki drive him to continue, no matter what the cost.

Sid enters a tournament. Shortly after he is crowned champion, the fallen Angel Aquross infects him with a hideous disease that requires him to steal the life energy of Angels or be in constant pain. The only relief lies in a drug that kills the pain, but causes sexual urges that cannot be denied. Now, Sid must defeat the evil Aquross.