There was once a boy named Milo who was never excited to do anything, especially the things most boys would think was fun. One day a tollbooth mysteriously appears in his room. Having nothing better to do he rides through it in a red toy automobile and enters a beautiful country road. While he was driving, he gets stuck in the Doldrums, which is a place where no one is allowed to think. He meets Tock, a dog with a watch for a body, who helps him get out. They both went to Dictionopolis and while they were there they met the King at the royal banquet. The King said that his land had been very sad since Rhyme and Reason left. Then the Humbug, who Milo met earlier in the marketplace (bad first impressions), spoke up and said it would be a simple task to rescue Rhyme and Reason' for a boy, a loyal dog and a faithful automobile. Hearing this the King said they must go at once and he volunteered the Humbug to go with them. They meet many people whose lives have been ruined and bad things have happened to them since Rhyme and Reason were banished. They finally make it to Digitopolis, the King's brothers' land. Milo convinces the Mathmagician to allow him to go to rescue Rhyme and Reason. They go to the Mountains of Ignorance and make it to the Castle in the Air where Rhyme and Reason are held, without getting killed by all the demons guarding the castle. Suddenly the castle floated off into the air, so they jumped out and since time flies, Tock carried them safely to the ground in the hands of the army. The demons all retreated and there was a great carnival celebration. Milo goes back through the tollbooth and realizes that there was so much to do right in his home.