To save the world from overcrowding, famous scientist Dr. Paul E. Small is working on a new kind of vitamin that will shrink children down to microscopic size But then his untested vitamins fall into the hands of George and Martha Davis - and then into the mouth of their eight-year-old son, Max But Max doesn't just get smaller - he also gets stronger, faster, and smarter. When Dr. Small's evil brother, the diabolical Peter Small, tries to get his hands on the vitamins, the battle between good and evil begins.