The film stars Bratz characters Cloe, Yasmin, Sasha and Jade, along with Cameron and Dylan, and Dana, Meygan, Nerva, Cade, Ethan, and Koby. The group of girls are getting ready for prom night.
The story begins with an inventor named Geppetto making a robot, Pinocchio, as his son. Meanwhile, an evil mayor named Scamboli is making a technology city called "Scamboville", to get rid of nature. He also hates children except for his beloved daughter, Marlene. Marlene has a problem about there being no space for children to have fun. So, Scamboli is going to make a theme park called "Scamboland".
The story is told in the present and flashbacks of a young woman, Annie (Caroline Dhavernas) who was abused by her husband, Simon (Brendan Fehr) whilst his brother, George (Corey Sevier) was seemingly helpless to intervene. The film hits an interesting twist when Simon is murdered. Annie is convinced that she is the murderer, even as she gets herself admitted to the gaol in the Fort.
In an asteroid excavation, space crewman Tyler and his colleague find a green crystal that is rumored to be the key to a fountain of immortality, however, it makes whoever touches it insane. Tyler ends up killing his mining partner, and takes over the ship, killing most of the resisting crew except for Dr. Schechter, and the pilots Lambert and Germain. His search for the planet with the fountain leads to Eden, a planet that is designated F.A.K.K.² (Federation-Assigned Ketogenic Killzone to the second level), but has inhabitants whose bodies carry the immortality fluid. Tyler invades Eden, and kills the Edenites, but captures some so he can extract their fluids. He also keeps Kerrie for his own purposes, but when Germain resists the idea, he is left on Eden.
The Lion simply called "Lion" is a circus lion, displayed in a cage where everyone's afraid of him. His only friend is Oscar Diggs, the Circus Balloonist, who lets Lion out of his cage and takes him up on his balloon. While they're up there, Oscar gives Lion a Badge of Courage for coming up on his balloon, but they are soon caught in a storm. Lion falls from the balloon and Oscar can't stop it from leaving and carrying him off. He reminds Lion that "true friends can never be lost" before he is carried away.
The film starts with a female cat Betsey Trotwood (voiced by Andrea Martin) impatiently making her way through the Christmas festive streets of Blunderstone with armfuls of gifts. She wants to see her niece and is quite abrasive, knocking people around when they get in her way. As she passes, the film's main villains, a leonine Edward Murdstone (voiced by Michael York) and a fat mouse/rat named Grimby (voiced by Richard Dumont), are seeking new "workers" - i.e. abducting orphans and urchins from the streets.