Mr. Brown hires Miss Button to help out in his bookstore. Realizing the two are "smitten" with one another, Cobweb, the cat and the bookstore's ghost devise a plan to bring the two together.
When a giant cockroach named Max escapes from their mother's bug laboratory, Leo and his brother receive help from a mysterious stranger who advises them to think like a bug in order to recapture the runaway roach.