Brilliant robotics researcher Gene Morton (Ralph Waite) killed a man who stole the credit for his groundbreaking nanobot research. Now in prison his chances at parole have been sabotaged by his own honesty and sense of guilt. Although it's a lonely life, late at night, after lights-out, Gene brings out his small friends, a swarm of microscopic robots (nanobots/nanites) that he made from prison scrap and keeps in a matchbox. The MEMS (short for MicroElectroMechanical Systems) are controlled by a small keypad and can work together to perform an amazing variety of tasks, from sculpting steel to picking locks. The MEMS are Gene's little secret until one night when he takes pity on Lawrence, a fellow inmate who has broken a CD player belonging to Marlon, the prison tough guy. Knowing Marlon might kill Lawrence, Gene sends the MEMS to fix the player. Lawrence is dazzled, but repays the favor by teaming up with Marlon to blackmail Gene. The two cons threaten to kill Gene's daughter Becky and grandson Phillip unless he uses the MEMS to help them break out of prison. When things turn ugly during the jailbreak and Marlon's demands increase, Gene knows he's in big trouble and the only help available is from friends who are smaller than the eye can see.