In an anthill with millions of inhabitants, Z 4195 (Woody Allen) is a worker ant. Feeling insignificant in a conformity system, he accidentally meets beautiful Princess Bala (Sharon Stone), who has a similar problem on the other end of the social scale. In order to meet her again, Z switches sides with his soldier friend Weaver - only to become a hero in the course of events. By this he unwillingly crosses the sinister plans of ambitious General Mandible (Bala's fiancé, by the way), who wants to divide the ant society into a superior, strong race (soldiers) and an inferior, to-be-eliminated race (the workers). But Z and Bala, both unaware of the dangerous situation, try to leave the oppressive system by heading for Insectopia, a place where food paves the streets.