When he was young, Gene Morton killed a man who tried to steal the credit for his brilliant research. Now working on a prison assembly line fixing the busted tape decks of fellow inmates, his chances at parole have been sabotaged by his own honesty and sense of guilt. Although it's a lonely life, late at night, after lights-out, Gene brings out his small friends, a swarm of microscopic machines that he made from prison scrap and keeps in a matchbox.

Thirteen-year-old Kevin Buchannon (Adam Hann-Byrd) lives at the bottom of the high-school food chain, scorned by other geeks, picked on by the jocks. At home, he lives in the shadow of his older brother Josh, a football star whose every accomplishment is celebrated by the boys' father, Alex (Daniel Hugh Kelly). Then one day, Kevin sees a plane crash in the woods near his house. He rushes to the scene with his dog Cody to find a mysterious ship occupied by the severely injured Captain Turner (Chris Potter).