Withdrawn, skinny seventh-grader Spencer Griffith (Joseph Mazzello), who spends recess avoiding class bully Turbo (Joey Simmrin), gets some encouragement from his teacher, Janet Holloway (Corinne Bohrer), but his life remains stuck at the starting gate. One night Spencer spots a meteor, checks it out, and discovers the android Cyborsuit (Alex Daniels, with the voice of Arthur Burghardt), a being that seeks an organic host to inhabit its interior. Spencer does just that, and once inside, he learns that he has superpowers. Obviously, Turbo will prove to be no match, but then Spencer finds he must defeat the outer-space arachnid Broodwarrior (Brian Simpson). Filmed under the working title The Warrior of Waverly Street.