Paul is a new kid in town with a robot named “BB”. He befriends Samantha and the three of them have a lot of good times together. That is, until Samantha’s abusive father throws her down some stairs and kills her. In an effort to save her life, Paul implants BB’s computer brain into Samantha’s human brain.

A lonely boy becomes good friends with Ben, a rat. This rat is also the leader of a pack of vicious killer rats, killing lots of people.