When he was young, Gene Morton killed a man who tried to steal the credit for his brilliant research. Now working on a prison assembly line fixing the busted tape decks of fellow inmates, his chances at parole have been sabotaged by his own honesty and sense of guilt. Although it's a lonely life, late at night, after lights-out, Gene brings out his small friends, a swarm of microscopic machines that he made from prison scrap and keeps in a matchbox. The MEMS short for microelectromechanical machines are controlled by a small keypad and can work together to perform an amazing variety of tasks, from sculpting steel to picking locks. The MEMS are Gene's little secret until one night when he takes pity on Lawrence, a fellow inmate who has broken a CD player belonging to Marlon, the prison tough guy. Knowing Marlon might kill Lawrence, Gene sends the MEMS to fix the player. Lawrence is dazzled, but repays the favor by teaming up with Marlon to blackmail Gene. The t