M.K. is a misfit teenage girl forced to move in with her father, Professor Bomba, the nuttiest scientist one is likely to encounter. Bomba has been obsessed for years with Leafmen, tiny little people who live in the woods but are never noticed by the commoner. Little does she know that her father's theory is correct: the Leafmen protect the forest from a vicious race called the Boggans, who exist solely to spread decay and kill all life on the earth. Their queen, Tara, is holding a ceremony in which she will choose an heir to her throne; however, during the ceremony, the Boggans attack, and while fleeing the scene, Tara is mortally wounded. When M.K. chases her dog into the woods, she sees Tara, who magically shrinks her down to their size, hands her the magical pod that will determine the new heir to the kingdom, and dies. The Leafmen leader, Ronin, along with two talking slugs, Mub and Grub, accompany her on her quest to make sense of what she is supposed to do with this pod. They discover the pod must bloom in the light; if the pod blooms on a night when the light is blocked out, it will die and cast the forest into darkness and decay. When the Boggans try to block out the moon in an attempt to defeat the Leafmen, it up to Ronin to try to defeat the Boggans and M.K. to find a way to get her father's attention so that he may help them save the forest.