A Boy named Milo finds a tollbooth and a note that says " Dear Milo, we give you a tollbooth and you can go through it or not if you do go on the journey if you are not satisfied all wasted time will be restored. Milo decides to go through the tollbooth.
Milo gets lost after going through the tollbooth and finds himself in the doldrums were he meets tock the watch dog.
Milo and Tock are put in the dungeons in dictionopolis for causing trouble in the market place and in dungeon they meet an old women who tells them about Rhyme and Reason and the castle in the air.
Milo and Tock meet king azaz who sends them to save Rhyme and Reason and tell a creature called humbug to go with them.
Milo, Tock and Humbug meet a boy named alec who was born off the ground and alec teaches them things look different from different perspectives.
Milo, Tock, Humbug and alec all meet chroma the great who is a conductor and he colors the world with his music.