Terry's assistant and lover Denise (Crystal Reed) and his friend Ray (Neil Hopkins) sleep on the couch in the living room, but in the dawn of the next morning, the group is awakened by mysterious beams of blue light. Ray stares at the light and is taken by the mysterious force. The group of friends try to escape from the alien invaders.

When a magical anime transforms two Japan-obsessed teenage friends and a shy foreign exchange student into its superpowered characters, the three underdogs must discover their inner heroes in time to save the world.

The quiet town of North Port is being overrun by cockroaches! Sheriff Tarbell (Franc Luz) believes that genetic experiments being conducted by the INTEC Corporation are the cause. Confronted with a potential disaster, Mayor Johnson (Robert Lansing) calls for help.