This film is based on an innovative short film made for MTV about a guy living in a horrible downtown apartment filled with scores of mischievous, smart-alecky roaches. The story chronicles the adventures of Joe (Jerry O'Connell), a hapless rube from the rural Midwest who journeys to the wilds of New York City. Mugged repeatedly on his arrival, his luck seems to turn when he finds an affordable apartment in a very dubious neighborhood. Unfortunately, his landlord (Don Ho) is more interested in evicting or, if need be, murdering his tenants, so that the building can be turned into a (highly profitable) penitentiary. Joe finds the allies he needs in his apartment's cockroaches, who sing and dance their way into his heart. This film should be of interest for fans of 1930s musicals; it makes reference to Busby Berkeley's elaborate dance phantasmagorias and the odd water ballets of Esther Williams. Many of the scenes utilized real roaches who were "choreographed" via tiny filament harnesses and other devices. Animal rights activists will be pleased to note that no roaches were intentionally harmed during filming.