Milo finds a magic tollbooth that transports him to a magical land. In this land, he meets Tock the dog and they travel together to Dictionopolis. In Dictionopolis, they get caught up in a fight between the Spelling Bee and the Humbug that destroys the word market. Milo and Tock are blamed and imprisoned. They eventually escape with the Which and set out to rescue the princesses Rhyme and Reason to restore peace to Dictionopolis.