It revolving around Milo, an apathetic kid who's bored by everything. Things change when a tollbooth mysteriously appears in his room. When he drives in his toy car because he's got nothing better to do, he finds the magical Lands Beyond.

Milo discovers that two kingdoms - Dictionopolis and Digitopolis - are at odds over one's emphasis on words and the other on numbers. He has to free two kidnapped princesses, Rhyme and Reason, and must use his noggin to become a hero.