The story follows a light-bulb-head orphan, named Otto Osworth, who is under the watchful eye of the nasty nun of the School for Wayward Tots, named Sister Thornly, who treats him badly for reading history books. Otto soon finds his ticket out of the orphanage, by using his knowledge of history to talk time cop Buck Tuddrussel and his robot Larry into abducting him. He is suddenly zapped to the satellite and to Eli Whitney's time where they must convince him to invent the cotton gin, not the flesh-eating robot.