Winged stone lions fly through the skies of an imagined Venice, which is besieged by the armies of a revived Egyptian Pharaoh. Orphans Merle and her blind friend Junipa are apprenticed to Arcimboldo, the maker of mysterious mirrors, and find his housekeeper, Unke wears a mask to hide her mermaid's wide mouth of sharp shark's teeth.

Merle carries a mirror made of water, and Unke feels the vibration of her connection with the mystical Flowing Queen who protects the Venice lagoon.

In the mirror Junipa sees something she cannot tell.

Meeting the attractive pickpocket Serafin, Merle overhears corrupt Venetian councillors making a deal with the Egyptians, over a flask containing the essence of the Flowing Queen.

Serafin is caught, but Merie flees with the flask and is convinced by the Queen to drink its contents, and from then on carries the Flowing Queen inside her.

Envoys from Hell - in this world, a real, geographical place - arrive in Campo San Marco, demanding Venice forms an alliance with Hell, or be destroyed.

Vermithrax, one of the last talking stone lions, whisks Merle up from the burning piazza, and away over the mountains to find help...