Old and decrepit Krank (Daniel Emilfork) has lost his capacity for dreaming and is attempting to fight death by stealing the dreams of children. Krank’s cadre of cloned henchmen (Dominique Pinon) snatch 5-year-old Denree (Joseph Lucien) to subject him to the horrific dream-retrieval process. The boy’s father, One (Ron Perlman), the hulking strongman of a traveling circus, and his precocious 9-year-old friend, Miette (Judith Vittet), join forces to defeat Krank’s minions and save Denree.
Former policeman Lenny Nero (Ralph Fiennes) has moved into a more lucrative trade: the illegal sale of virtual reality-like recordings that allow users to experience the emotions and past experiences of others. While the bootlegs typically contain tawdry incidents, Nero is shocked when he receives one showing a murder. He enlists a friend, bodyguard Mace (Angela Bassett), to help find the killer and the two soon stumble upon a vast conspiracy involving the police force Nero once worked for.
Young Ben Crandall (Ethan Hawke) spends his free time watching sci-fi films, playing video games and reading comic books. Surprisingly, his affinity for all things fantastical yields a real result — when he has a vivid dream about technology, his science-loving friend Wolfgang Muller (River Phoenix) manages to create a working spacecraft. Joined by their buddy Darren Woods (Jason Presson), the boys take off into outer space and encounter some very odd extraterrestrial life.