With a mysterious cloud spreading across the land making the country and its people sick, two groups of kids join forces with a mysterious unspeaking girl to try to save the world.

The kids meet a strange man sitting in a box who tells them that if they want to know more about the cloud they'll have to ask the Man Up A Tree, but first they'll have to get him down!

When Hudson, Em, Vinka, Noodles and Lali find themselves trapped in a strange schoolhouse presided over by an ancient principal, it falls on Samara and Keile to try and rescue them.

Legendary outlaw stockman Random Dan and his sidekick Big Joey find themselves bogged in the middle of a salt flat; Random Dan offers the kids something special if they are able to help dig them out.

The kids make their way to a pass, but they find it blocked by the Shadow Boxer; they have no choice but to find another way around.

The kids make camp at the base of a spooky looking hill and get their food bag out for dinner, only to find the food gone.