In suburban Las Vegas, lonely 10-year-old Lucas Nickle (Zach Tyler Eisen) is left with his older sister, Tiffany (Allison Mack), and his grandmother (Lily Tomlin) when his parents go to Puerto Vallarta. Neglected by his family and tormented by a local bully named Steve (Myles Jeffrey) and his friends, Lucas takes out his frustration on an anthill and attacks it with a squirt gun, terrifying the colony. One ant, an eccentric wizard named Zoc (Nicolas Cage), tries to fight back. His girlfriend, a nurse ant named Hova (Julia Roberts) who is fascinated by humans, attempts to communicate with Lucas. He drops his gun on the grass, and kicks the anthill with one of his sneakers, sending the colony flying into the grass. Hova tries to communicate to him, but she is almost crushed before being rescued by Zoc. The leaders of the colony decide to use a potion Zoc has recently created to shrink Lucas down to ant size.