A delivery arrives at the home of young Milo (Butch Patrick), and at first the small tollbooth appears to be an ordinary toy. But when Milo steers his miniature car through the booth's gateway, he finds himself in a mysterious fantasy land. In Dictionopolis, Milo and his dog sidekick Tock encounter a city fixated on words, and draw the ire of Officer Short Shrift (Mel Blanc). Milo also treks through Digitopolis and over the Mountains of Ignorance, an adventure that teaches the boy vital lessons.