Rick Riker (Drake Bell) is an unpopular student at Empire High School. He lives with his Uncle Albert (Leslie Nielsen) and Aunt Lucille (Marion Ross). He has one friend and confidant, Trey (Kevin Hart). His crush is the breathtaking, Jill Johnson (Sara Paxton), who is dating Lance Landers (Ryan Hansen), a bully. During a school field trip at an animal research lab, Rick meets Lou Landers (Christopher McDonald), who coughs up blood because he is terminally ill. Dr. Strom (Brent Spiner), the head researcher at the lab, presents his mutated dragonflies, one of which has escaped and bites Rick.