- When the entire population of Retroville is accidentally hit by Jimmy's shrink ray, the Space Bandits abduct everyone with the nefarious plan of marketing and selling them throughout the galaxy as living dolls.
- Butch and Nick are picking teams for basketball, but Jimmy is picked last because of his height. So he Carl, and Sheen decide go to Retroland to ride The Vomitorium. The vendor calls Jimmy "small fry" and requires him, Carl and Sheen to be at least his size in order to let them on the ride so Jimmy pulls out his shrink ray, and sets it to human to get as tall as the guy. But as Jimmy is about to do so, the shrink ray is knocked out of his hands by a couple of his classmates running about to barf and flung into the air, landing on a hit-the-target mini game and when the coach strikes it, it goes crazy, shrinking all the humans in town.
Jimmy, Carl, and Sheen fight a normal-sized hawk on top of normal-sized Goddard. The gang tries to adjust to life being 6 inches tall (including a hilarious scene of Sheen dancing with his Ultra Lady doll). That's all they can do until Jimmy makes a new resizing ray.
Just as Jimmy fixes the shrink ray, Travoltron, Tee, and Zix show up. Tee wants to eat them, but Zix and Travoltron round them up and try to sell them as toys. Jimmy, however, tricks the bandits into getting angry at each other with help from Sheen and Carl. They attach mini-transmitters to their heads and act like their consciences. They first get Zix and Travoltron to argue and then get Tee to almost crush them after tricking him into thinking that they deem him "dumb." Then, everyone goes back to Earth.
Resized, Jimmy gets a trophy for saving Retroville from being toys while he realizes that you could do anything, no matter what size you are. Then out of spite, Cindy reminds everyone that this was Jimmy's fault, so Jimmy gets the feet of the trophy while Cindy gets the main body. Meanwhile, Ultra Lord and Ultra Lady get "married" at Sheen's house and have "kids" (the Space Bandits who are now shrunk).
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