The witch accidentally drops her magic telescope. Oggy and Joey were fighting and Joey grows big and he think which is grow and which is shrink and he shrank Oggy. He also grow Dee Dee and Marky. Cockroaches destroy small Oggy and he ran way from the bowling. Inside cockroaches' room Oggy sleep with a skeleton fish. When Joey looks like Oggy, Jack comes to his house and he shrank by Joey. The cockroaches then shrink Bob, the stranger who was walking and then the bus driver. Then the cockroaches keep fighting and grew more bigger. After that the witch shrink the cockroaches from space to earth and grow Oggy, Jack and Bob and they attack them with their feet at the end.