The peaceable Trelkins are defending their planet against the Broodwarriors. Closer to home, young Spencer (Mazello) is also down on his luck: dad lives for work, big sis (Levitch) calls him 'fungus', school bully Turbo Bruntley (Simmrin) has singled him out. Worse yet, classmate Michelle (Eckstrom) is too good to be true - she's pretty, she likes the 'Midknight Warrior' comics behind which Spencer hides. She's even tried speaking to him. His nice teacher (Bohrer) explains how running away from scary things just makes it worse. At this point a Phase One Cyber Assault Suit lands behind his house, requiring a biotic host to test its combat enhancement abilities. Climbing inside, Spencer finds himself piloting an intelligent eight-foot robot, with bionic powers and very friendly to boot. Writer/director Coto's film may be taken tongue in cheek, but it's immensely enjoyable both as straightforward kids' entertainment and, perhaps, as a subtle, fanciful induction in matters pubescent.