When Spider must move into Lucas' house for the winter, Fly and Worm help him explore his new surroundings, making exciting discoveries and new friends.

Fly and Spider help their friend Worm try to search for the perfect underground space for his new bedroom.

Fly inadvertently finds herself at an amazingly wonderful place filled with flies -- the city dump; she makes a friend that is just like her and they have lots of fly-friendly fun, but she soon misses Worm and Spider.

The heroes make Halloween wishes; Fly wants to break her record for most collected treats; Worm wants to have a good costume; Spider wants to make it through the night without scaring somebody -- including himself.