The film begins with three homeless children (Sean, played by Sean Lennon, Katie and Zeke) sneaking through a big city to see their friend Michael walk out of his store. As Michael stands in front of the door, he gazes at the night sky before he is attacked by mobsters with machine guns. The film then backtracks to show Michael and the children playing in a meadow in happier times. Their dog Skipper runs away, and as Michael and Katie look for him, they uncover the lair of Mr. Big (Joe Pesci). Mr. Big – whose real name is Frankie LiDeo, which is an anagram of Frank DiLeo – is a drug-dealing mobster with a disciplined private army at his command. He wants to get the entire population of Earth addicted to drugs, starting with children. He likes to eat nuts and leaves nutshells wherever he goes. He is obsessed with spiders, as displayed by their abundance at the entrance to his lair and his operation named "bugs and drugs". He also has them engulfing a model globe when making a speech about his burgeoning drug empire. They signify the spread of his proposed control of the world via drug dealing. Further, all his henchmen sport a spider crest on their uniforms. Katie screams when she sees a spider, and Mr. Big discovers them spying on his operation.
The story returns to the shooting in front of Michael's store. Unknown to the gangsters, Michael has a lucky star, and using it, he escaped the gunfire. Upon realizing that Michael has escaped again, Mr. Big orders his henchmen to track him down with dogs. He is eventually cornered in an alley, where he uses his lucky star again to turn into a sportscar (the 1970 Lancia Stratos prototype) that mows down several of Mr. Big's henchmen. Michael is pursued through the city streets until he loses the henchmen. Meanwhile, the children scout out Club 30's, where Michael had told them to meet him, and find only an abandoned and haunted nightclub. As Michael arrives, Katie sees a silhouette of him turning back from a car into himself. The door of the club opens with a gust of wind, and Michael walks in to find it filled with zoot suiters and swing dancers. The children gather outside a window of the club and watch Michael dance to "Smooth Criminal."
The song used in the film is much longer than the album release, with several lyrics that clarify the story. There is also an interlude where Jackson joins the other dancers in a modern interpretive dance. At the climax of the song, Mr. Big lays siege to the club and kidnaps Katie. Michael follows them back to Big's lair and ends up surrounded by his henchmen. Mr. Big appears and taunts Michael by threatening to inject Katie with highly addictive narcotics. Katie breaks free for a moment, but Mr. Big grabs her again and starts kicking Michael. As Mr. Big stands over Michael and orders his henchmen to kill him and Katie, Michael looks up and sees his lucky star. He transforms into a giant robot and kills all of Mr. Big's soldiers, then turns into a spaceship. Mr. Big gets into a large hillside-mounted energy cannon, firing on the spaceship into a nearby ravine. The children are his next target, but the spaceship returns from the ravine just in time to fire a beam in the cannon with Mr. Big inside, killing him. The children watch the ship fly into the night sky with shower of light.
The children return to the city, believing that Michael is gone forever. As the boys talk about Michael, Katie walks away crying and clutching a paper star. As she sits in a corner wishing for him to come back, the paper star flies out of her hand and Michael walks out of the night fog. He takes them to Club 30's, where they find that the club has turned into the backstage area of a concert. Michael's stage crew return the children's missing dog and then escort Michael onto the stage where he performs "Come Together".
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