Lucas is told that the Great Ant Mother will return and shower the ants with honeydew, while the Cloud-breather will spell destruction for all of them. He is shown a painting that depicts the Great Ant Mother and the evil "Cloud-Breather", an exterminator. Lucas is introduced to honeydew, the feces of caterpillars. This earns him the admiration of all the ants – except Zoc. Lucas finds a discarded firecracker and uses it to scare away the wasps. However, when she forces him to forage for jelly beans with Kreela (Regina King) and Fugax (Bruce Campbell), Lucas is unsuccessful. They both learn about the differences between ants and humans. Hova volunteers to train Lucas, much to Zoc's mortification. Zoc insists that Lucas should be studied then eaten, but he is overruled by the Queen (Meryl Streep). He is carried to the anthill into a world of giant caves, caterpillars, and ants. He wakes up and discovers that he is now tiny, where he lands on a potato chip. Later, Zoc and a small troop of ants pour the potion onto his ear. The local exterminator, Stan Beals (Paul Giamatti), convinces Lucas to sign a contract to kill vermin. The leaders of the colony use a potion to shrink Lucas down to ant size. She is almost crushed before being rescued by Zoc. His girlfriend, a nurse ant, named Hova (Julia Roberts), attempts to communicate with Lucas. One ant, an eccentric wizard named Zoc (Nicolas Cage), tries to fight back. Neglected by his family and tormented by a local bully, Lucas takes out his frustration on an anthill and attacks it with a squirt gun, terrifying the ants.
In Las Vegas, a lonely 10-year-old, Lucas Nickle (Zach Tyler Eisen), is left with his younger sister, Tiffany (Elle Fanning), and his grandmother (Lily Tomlin) when his parents go to Puerto Vallarta.
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