Time traveler Josh (Corbin Allred) and his teen friend Azabeth (Jennifer Burns) continue their quest to keep the destructive Nullifier device out of evil hands. But they've been betrayed by Irwin 1138 (Barrie Ingham), a scientist who pretended to take their side to get to the Nullifier. Meanwhile, the evil Dr. Zeotrope (Derek Webster) makes a heroic turn, and with the clock ticking, Josh time-hops back to his infancy to see his late mother then forward for a final showdown with Irwin 1138.