Shoebag likes his life as a cockroach. Like the others in his "tribe", he was named for the place of his birth - in his case, a white summer sandal. He enjoys living in a Boston apartment building with his parents, Drainboard and Under The Toaster, although they've lost countless relatives to jumping spiders, water bugs, beetles, and the deadly fumes of the dreaded exterminator. So when Shoebag discovers that he's been transformed into a person, he's horrified.
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Homesick 10-year-old Stanley Sweetsong doesn't think he'll ever be good enough to join the Betters, the school's most exclusive club. What he needs is a pal - someone to help him hatch a plan to outsmart these snobs. So Shoebag uses his secret formula to transform himself back into Stu Bagg. Suddenly, Stanley has a new roommate who inspires him to come up with a better, even more elite club: the Butters.