 Prof. Akari s ex-lab assistant has stolen a sonic device that encourages insect exoskeleton growth. He creates an army of giant roaches to take over the world. But one littler one gets left behind, and Ron adopts him, naming him Roachie. Ron uses Roachie to communicate with the other giant roaches and foil the scientist s plans. Ron and Kim take the giant roaches and Roachie to the landfill to live out their life.