In the eternally busy city of Din, the black-and-white Rushers bustle through their days in a brisk, relentless rhythm, waking only when the Cosmic Clock winds itself so tight that sleep becomes the only escape. Din sits between two dreaming realms that shape the lives of these workers: Frivoli, a bright, cheerful haven where Greensleeves [Hamilton Camp] and his Figmen of Imagination conjure comforting dreams, and Murkworks, a shadowy, dingy factory ruled by vultures who drop nightmare bombs. At the heart of Murkworks lies the cunning tyrant Synonamess Botch [Marshall Efron], a maniacal ruler whose plan is to ruin Greenie’s dream-weaving and force the Rushers into a perpetual waking nightmare. Botch uses his scavenging flock of vultures to snatch the Figs and Greensleeves, but not before Greensleeves can scribble an SOS to Frivoli, a signal that sets a chain of events in motion.
On the human side of Din, two misfits are eager to prove themselves. Ralph, the All-Purpose Animal [Lorenzo Music], a shapeshifting creature with more potential than polish, and Mumford, a Chaplinesque mime with a stubborn streak, are put on trial at work for incompetence. Their longing to be heroes intensifies when they meet Flora Fauna [Julie Payne], Greensleeves’s niece, who has found Greensleeves’s SOS and is determined to pull him free from danger. Botch, always watching from the shadows via Ibor, his robot gorilla, can read their ambitions and toys with them. He feeds them a lie—pretending to be a friend of Greenie and claiming that Greensleeves can be saved if they steal the main spring from the Cosmic Clock by entering Din. Flora stays behind to play the damsel in distress in Botch’s nightmare scenario, while the two hopefuls press forward.
Mumford and Ralph manage to release the spring, and with it comes a startling freeze of time. They chase the glimmering spring throughout Din, hoping to restore order, but Botch’s vultures steal the spring and start planting nightmare bombs all across the Murkworks’ inventory and beyond. A Fairy Godmother glitters into the scene, offering guidance and three dimes to help them summon a phone booth if they need to call for aid. She also recruits Rod Rescueman / Scuzzbopper / Foreman (voice) [James Cranna] to assist them, though Rod’s eyes are drawn to Flora Fauna and he ends up abandoning the boys at a critical moment.
With the bomb threat looming, Ralph and Mumford uncover a cluster of nightmare devices hidden in an office, each poised to unleash chaos once time resumes. A misguided detonation traps the pair inside a surreal nightmare of flying office supplies and collapsing shelves. They somehow break loose, and the Fairy Godmother transports them back to Frivoli, at first urging them to quit and gently dispelling their bravado by “firing” them from the hero business. Yet the setback only steels Ralph and Mumford’s resolve; they refuse to abandon Greensleeves and the dream-world’s fragile peace.
Meanwhile, Rod—whose rescue of Flora from the Murkworks becomes a test of his own motives—tries to win her heart from a distance, launching a daring rescue from his floating apartment in the sky. Flora slips away from him, nearly plummeting to the ground, colliding with a mechanical serpent that becomes a barrier to the heroes’ progress. The trio, along with Rod’s unlikely ally Scuzzbopper, a former nightmare screenwriter who joins the cause after Botch cruelly discards his latest “Great Amurkian Novel,” makes a daring push into the Murkworks. They rescue Greensleeves and the Figs, though Ibor stands as a stubborn obstacle, and Flora herself proves capable of taking charge in the heat of crisis.
Botch raises the stakes by dispatching Rudy, his head vulture, to carry the spring back to Din and finalize his master plan. When Ralph, Mumford, and Scuzzbopper reach Botch’s office, the villain unleashes a swarm of booby traps and a murderous arsenal. In a final confrontation, Ralph, now able to fully control his shapeshifting, threads his way through the labyrinth of devices and enters the control room where The Big Red One—the master nightmare bomb button—waits. Mumford battles the traps and finds a path into the barrel of Botch’s cannon, while the two friends coordinate their effort to thwart the nightmare onslaught.
The turning moment comes when Ralph, in a daring fly form, outsmarts Botch and presses The Big Red One, detonating all the nightmare bombs before Rudy can reorder the spring and reawaken the crisis. The danger is still present, but Botch’s own fear of becoming the subject of a waking nightmare causes him to falter, and he is knocked out a window, his plan collapsing around him as the bombs explode harmlessly elsewhere. The vultures sweep Botch away, leaving the roost of the Murkworks in the hands of Scuzzbopper, Flora, and Rod.
With Greensleeves secured and the Figs freed from Botch’s nightmare regime, Flora bestows a parting kiss on Ralph and Mumford as a token of gratitude for saving the day. The Fairy Godmother congratulates the two on their courage and grants them the right to keep their last dime as a shield of luck. The Cosmic Clock, now rearmed with its spring restored, begins to tick again, but at a pace that allows the Rushers to live their lives more fully and with less fear. Time resumes, not with a roar, but with a gentle rhythm that invites the city of Din to dream—and to rest—without losing the balance between waking and sleep.
In the end, the balance is restored: the two worlds coexist in a way that honors both the fragility and the resilience of the Rushers. The Murkworks is no longer the sole master of fear, and Greensleeves’s dreamscape continues to nourish the city. And as the last dime stays in the pockets of those who helped, Din learns that heroism can come from unlikely places, from misfits who dare to try, and from friends who choose to stand by each other when the night grows long.
