A troubled girl (Emanuel) becomes preoccupied with her mysterious new neighbor (Linda), who bears a striking resemblance to her dead mother. In offering to baby-sit Linda's newborn, Emanuel unwittingly enters a fragile, fictional world, of which she becomes the gatekeeper.

Just before bounty hunter Charile triggers his gun to destroy the last two Critter-eggs, he gets a message that it would be illegal to extinguish the race from the galaxy. He's sent a transporter where he puts the eggs - unfortunately the transporter takes him with it and then gets lost in space. After 53 deep-frozen years, he's found by a private wreckage collector team under the unscrupulous Rick. On behalf of the mighty company Terracor they bring him to an empty space station - but Rick is curious and opens the box... so Charlie has work again, to keep the Critters from eating everybody.