Butch and Nick are picking teams for basketball and Jimmy is picked last because of his height. So they go to Retroland to cheer Jimmy up, but the booth operator calls Jimmy "small fry" so he pulls out his shrink ray and sets it to human to get back at the guy. But its knocked out of his hands and flung into the air shrinking all the people in town. So they all try to adjust to life being 2 inches tall (including a hilarious scene of sheen dancing with an Ultralady doll). Just as Jimmy fixes the shrink ray., the bandits show up. Tee wants to eat them, but Zix and Tavoltron round them up and try to sell them as toys. So they trick the bandits into turning on each other to beat them.