Retro and Pandy, two unlikely renegades, awaken naked on Earth with no recollection of their past, but with superior physical abilities. After embarking on a brief but devastating crime spree for food, clothing and transportation in downtown Tokyo, they are captured by authorities and sent to the infamous prison called Dead Leaves, on the half-destroyed Moon.
Once incarcerated, Retro and Pandy are subjected to the activities taking place inside the prison facility, such as forced labor, straitjackets and mandatory defecation. During one such time, Retro meets Chinko, an inmate with a drill for a penis. 666 and 777, the super-powered prison guards, demonstrate their power when 777 flicks an inmate in the face, killing him along with everybody else behind him.
Back in their cell, Retro and Pandy orchestrate a mass prison break and discover the secret work being carried out at the facility. Over the course of the film, it is discovered that Pandy and Retro were spies working at the facility and the crazed warden is trying to get revenge on Pandy by re-creating a deranged fairy tale she remembers from her childhood.
In the finale, Pandy has Retro's child, who comes out with twin machine guns and blows the warden away. A giant caterpillar (part of the demented fairy tale) begins consuming the station until the mutant baby sacrifices himself so that his two parents can live. The film ends with Pandy and Retro crashing in the middle of Earth's dystopian metropolis in their escape pod, crushing a previously-victimized bystander and presumably restarting the events from the beginning of the film.
Main charactersRetro (レトロ, Retoro)
Voiced by: Kappei Yamaguchi (Japanese); Jaxon Lee (English)
Retro has no real memory of his former life, but doesn't seem to really care. He is convinced that he was either a Yakuza gang member or a ninja hit man, due in large measure to his considerable martial skills and his innate ability to wreak havoc with all manner of weapons. Because of his Yakuza-like behavior, Retro is very impulsive and violent, which usually gets those around him killed.
Retro has a TV for a head; his original human appearance is shown only in Pandy's flashbacks, having a mop of hair that covers his eyes, akin to Shermie.
Pandy (パンディー, Pandī)
Voiced by: Takako Honda (Japanese); Amanda Winn-Lee (English)
The heroine, Pandy (so-called because of her panda-like mutated mark), seems to have some special connection with the prison governor, Galactica. Though ignorant of her past, something about her mutated eye causes her to experience bizarre flashbacks and strange, debilitating precognitive episodes. She is very strong at hand-to-hand combat and excellent at using fire arms. Though often annoyed by Retro's antics she does show that she cares for him, like when she angrily attacked Galactica for ripping off Retro's head.
Voiced by: ? (Japanese); Hal Lublin (English)
The result of Retro and Pandy having sex in prison, their child is born. Being Pandy's child he too has a mutant gene cluster which gives him extraordinary powers and causes his eyes to be different colors, like hers. Though only being alive for a few minutes, and already having aged from baby to old man, he shows he cares for his parents by sacrificing himself to save their lives. The first and only word he says is "mama", which he says when he takes one last look at Pandy.
Galactica (ギャラクティカ, Gyarakutika)
Voiced by: Yuko Mizutani (Japanese); Kerry Anderson (English)
The mysterious and tyrannical warden of Dead Leaves prison. Galactica is in charge of the cloning and genetic engineering experiments that have created an unholy menagerie of deformed and infinitely expendable inmates. Something of a cyborg, Galactica has an arsenal of weapons and sinister devices at her disposal built into her body. She actually doesn't do much per se, save for goading Pandy and finally succeeding when she decapitates Retro (who survives despite the lack of a body, a trait shared by 666 and 777).
666 (スリーシックス, Surīshikkusu)
Voiced by: Mitsuo Iwata (Japanese); Chad Fifer (English)
Product of the Dead Leaves bio-weapons experiments, 666 (three-six, or referred to as "Triple Six" in the English dub) is a tall, skinny character who moves at high velocity when confronted with a challenge. His primary weapons are two long blades attached to his arms.
777 (スリーセブン, Surīsebun)
Voiced by: Kiyoyuki Yanada (Japanese); Jason C. Miller (English)
777 (three-seven, or referred to as "Triple Seven" in the English dub) is also a product of the Dead Leaves experiments and the bulky, powerful counterpart of 666. Says a quick prayer before going into battle, something 666 admonishes him for, stating it's a little late for that. Tends to prefer his brute strength and a wide assortment of guns he has at his disposal within his body.
Chinko (ちんこドリル, Chinkodoriru)
Voiced by: Nobuo Tobita (Japanese); Keith Burgess (English)
An easily identifiable character with a drill for his penis, similar to the main character from the film Tetsuo: The Iron Man
. He is one of the most helpful and loyal followers picked up by Retro and Pandy during their attempted escape, and seems to be sexually attracted to Retro. Later brutally killed by 777 while trying to defend Retro from him.
Dr. Yabu (ヤブ医者, Yabu-isha)
Voiced by: Wataru Takagi (Japanese); Douglas Rye (English)
A curiously knowledgeable inmate when it comes to prison affairs. He too aids in the jail break. He used to be a doctor, but was sent to Dead Leaves when one of his patients died. Later gets cut into paste by 666.
Voiced by: Masami Iwasaki (Japanese); Stephen Kruiser (English)
Appears later in the movie, and takes command of the tank stolen from the Armoury. He seems to be a leader of sorts as the other prisoners attempt to avenge his death.
Planning & Original Concept: Imai Toonz
Director, Character Designs & Animation Director: Hiroyuki Imaishi
Screenplay: Takeichi Honda
Art Director: Hiromasa Ogura
Produced by: Manga Entertainment