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Time-traveling youth Josh Kirby (Corbin Allred), scientist Irwin 1138 (Barrie Ingham) and teen warrior Azabeth Siege (Jennifer Burns) are trying to keep a powerful device called the Nullifier away from evil Dr. Zoetrope (Derek Webster). But they've hit a snag, having landed on a planet occupied by a race of mushroom people and seen Azabeth become ill upon eating a poisonous plant. They then search for the antidote, while also avoiding the many potential dangers surrounding them.