June Page is a street kid living in the slums of Berkeley, California. His landlord, Noel, a deranged man with costumed friends, are part of a secret "Shadow Army" that go around doing the bidding of a cosmic being called "The Math Wizard." June's hero, Frank Dogman, head of local radio station KCUF, invites June to join his cause in the war against the Shadow Army in order to save the universe from the Math Wizard. June's girlfriend, Camille, a long time KCUF intern, convinces June to join and he sent on a journey into the underworld of the San Francisco Bay Area in search of the Shadow Armies hide out.