In the hilarious sequel to Shoebag, the cockroach uses his magical abilities to help a lonely boy at an all-girls' school. Shoebag and his roach family have taken up residence in the Lower School at Miss Rattray's School for Girls in Wayne, Pennsylvania.

Shoebag and his parents, Drainboard and Under the Toaster, like their new home because it's close to the kitchen. But lately, Shoebag has been dreaming about the time he was transformed into a person named Stuart Bagg - probably because the all-girls' school has just admitted its first boy. 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. Stanley and Josephine Jiminez, his only other friend at school, are the charter members. When the club is banned by Miss Rattray, they're forced underground - but with Shoebag's help, Stanley and Josephine concoct the perfect recipe for revenge.