Sam the ant, and his best friend Happy, the flea, enjoy their life, living off the land.
The two friends come across a mysterious powder, transforming them into what they fear most-human.
Soon they find that being human has more advantages than they had imagined, especially when it comes to eating.
But a few other desert crawlers have also come across the powder, including a cockroach and a spider who too, have found that the transformation has its advantages.