In a New York City apartment a young boy named Josh Morrison (Austin Lynd Myers) watches through his telescope an approaching object coming from the sky. It is a baseball-sized metal ball which flies through the window of his room. He keeps it and shows it at school in a science class presentation. Some months later, on Liberty Island a massive fireball crash lands. The fireball is actually a Human sized spaceship (Eddie Murphy). It is controlled by 100 aliens, each one inch tall. Its captain (also played by Murphy and looking like Dave) pilots the spaceship along with his crew from inside its head. For people the spaceship seems fairly human, but odd and with superpowers. A superstitious cop named Officer Dooley (Scott Caan) and is desperately searching for the ship.