Milo is a dispirited little boy who is bored and tired of learning. One day he finds a tollbooth in his bedroom. It came with a rule book and a map. He gets in his toy car and goes through the tollbooth and enters the Lands Beyond, a place he has never heard of and never been. He meets Tock, a watchdog, who has an alarm clock body, and they become traveling companions. They travel to Dictionopolis where Milo meets the Which who tells him the story of Rhyme and Reason, two princesses who have been abolished to the Castle in the Sky. King Azaz of Dictionopolis and his brother, the Mathemagician, ruler of Digitopolis, were in disagreement about which is more important, numbers or words. Rhyme and Reason deemed them equally important and so they were banished. Ever since they have been absent, problems have been prevailing throughout the land. Milo then sets out to rescue them, and the king of Dictionopolis offers the Humbug to be their guide. They set on the road and meet an assortment of characters, all unique and offering new perspectives to Milo in terms of how to perceive the world around him. Milo essentially discovers how to learn through experience, adventure, and by using his senses in ways he had previously never thought possible. Milo, Tock, and the Humbug use teamwork to get past the demons of the Mountain of Ignorance and restore Rhyme and Reason to the Kingdom of Wisdom, and thus peace, to the Lands Beyond. He returns home and realizes he had only been gone a short time. He then begins to look at the world around him with a new set of lenses.