Fall, 1979. Teenage outcast, BEN WALDORF, has one burning ambition...to win first place in his school's annual craft fair. He is not alone in this modest goal. Best friend and fellow nerd, WALTER CHONG, also shares his passion; the passion for building fantasy and science-fiction models.
Ben is a victim of his own success, however. In his drive to secure a first place ribbon, he has become so adept at what he does, the school's judging panel no longer believes his models are the work of a sixteen year old kid - and regularly pass him over for the cupcake stands next table over. Ever magnanimous, Ben goes on with his humdrum life amongst the jocks and mill workers in the small blue-collar town of EAST CLAYTON.
When Ben's elderly neighbor, MRS. HOLBROOK, goes into a nursing home, Ben takes on the responsibility of her friendly pet dog, WINSTON, whilst also navigating his own troubled home life with alcoholic single father, POPS.
Unbeknownst to Ben, he has a staunch ally in East Clayton's amiable principal, MR. VICKERS, who genuinely recognizes the artistic talents on show. Principal Vickers allots Ben an unused mobile classroom, so he and his friends can further foster their interests.
Ben's world is changed forever, when his elderly neighbor's estranged family moves in temporarily to get the house ready for market. Feisty granddaughter, BEATRICE "BOOKSIE" SHOOSTER, befriends Ben after a chance encounter in the backyard, and soon discovers his extraordinary talent for model-making.
Whilst perusing her favorite place - the library - Booksie learns of a personal ad requesting prop-makers for an upcoming science fiction movie by reclusive director, HELTON CANE, entitled: "SPACE WARP!"
At first, Booksie keeps her motivations a secret, fearing Ben and his friends will be too overwhelmed by the task ahead. Instead, she surreptitiously convinces Ben they are entering the STATE FAIR instead. Ben agrees, and the friends unwittingly start building the prototypes for Helton Cane.
Ben's world is further turned upside down when Principal Vickers is transferred over to another school, and bitter disciplinarian, PRINCIPAL BOGGS, is sent to replace him. Now dealing with some unplanned absences due to his father going into rehab, Ben falls foul of the new principal - who decides to make it his life's work to shut Ben's hobby down once and for all.
Ben and his friends go head to head with their new nemesis, enjoying exultant highs and crushing lows. Along the way, they find out they've been working on submissions for Helton Cane's movie all along, and decide to fully embrace the challenge. Spurred on by the indefatigable Booksie, and with canine mascot Winston in tow, will the friends thwart Boggs and help propel Helton Cane's movie into pop culture stardom?