After the execution of Captain Crigg by Zordrak, he appointed Sgt Blob to be in charge of Operation Dreamstone. Meanwhile in the Land of Dreams, a Noop called Rufus was fired from Wacks Wicks Works for daydreaming, and had eventually ran out of job ideas. His friend Amberley, suggested that he should be a Dream Maker, in which he was hired and shown around by the Dream Maker and his assistant, Albert. After being shown the ropes, the Dream Maker decided to showed Rufus the Dreamstone as a secret, and was promised not to tell anyone. Back in Viltheed, Sgt Blob hired Frizz and Nug for Operation Dreamstone, before getting into the latest attack vehicle, the Whirleyped. From within, they set off through the Mist of Limbo to steal the Dreamstone in the Land of Dreams. Whilst the Dream Maker was having a nap, Rufus was told to wash the Dream Bottles as his duty, but was then distracted when Amberley appeared to see how he was getting on. Rufus tried to impress Amberley by showing her the Dreamstone, only for it to be stolen by the Urpneys, along with Amberley when trying to get back the Dreamstone.

Rufus resolves to redeem himself by getting the Dreamstone back from Zordrak, and to rescue Amberley, who is now putting up quite a fight in Viltheed. Sgt Blob presents their winnings to a gleeful Zordrak, who drops the stone into the pit of his pet Frazznats to be lost forever, and turns Amberley to stone after making too much of a scene. He then releases his Argorribles into the Land Of Dreams, which is now vulnerable to their nightmares.

Rufus meanwhile met up with Pildit and spent the night with the Wuts, guardians of the land, only for him to be awoken by Pildit, chasing away an argoribble. The following morning, they begin their mission. Pildit gave Rufus a magic leaf for them to fly through the Mist of Limbo to get to Viltheed, but on the way, they had to confront the Urpneys in their Whirleyped, sent by Zordrak, and armed with the Egg of Death. After losing the Whirleyped in a canyon, Pildit and Rufus were then buried in a landslide created by Zordrak's fury, who then started to celebrate, along with the Urpneys to Rufus and Pildit's defeat.

Rufus survived, but is devastated at having seemingly lost Pildit in the landslide. After sneaking into Zordrak's lair, he managed to happen upon Amberley's stone body, breaking it's spell by tears of love. Now reunited, the Noops managed to retrieve the Dreamstone from the Frazznats pit. As the Noops were being chased by the Urpneys, they were then saved in a nick of time by Pildit, who had also survived the landslide. The Noops then escaped with Pildit and returned back to the Dream Maker's house as heroes, whilst Zordrak plots on how to get the Dreamstone back.

Zordrack posseses the body of a Noop in an attempt to take the Dreamstone

Urpgor turns Blob, Fritz, and Nugg invisible to take the Dreamstone without being detected

Urpgor creates a device which uses Zordrack's voice to hypnotise any who hear it, Rufus attempts to stop Urpgor.

Rufus's duty to the protection of the Dreamstone is put to the test when Albert is fishnapped by The Urpneys. Zordrack demands the Dreamstone be handed over in exchange for the dog-fish, Rufus must contemplate the global damage if he should exchange the Dreamstone for his best freind.

Urpgor invents a Shrinking device which reduces Blob, Frizz, and Nug to a miniture state. The three Uprneys infiltrate the land of Dreams, because of their small size, they run into several mis-haps such as being lifted by a bird, falling down pipe shafts, and Blob getting trapped in Dream Bottles with little Oxygen. However, the Urpneys are able to finally penetrate the Dream Maker's house and steal the Dreamstone, but when Albert swallows the Shrink ray, things get a little out of hand...

Determined to win Zordrack's approval, Sergeant Blob, Frizz and Nug steal Urpgor's Mean Mole machine and drill their way to the Land of Dreams, but on arrival, they are quickly spotted by Pildit, who alerts The Dream Maker in time. Replacing the Dreamstone with a false one created from three dream bubbles, Rufus, Amberly and the Dream Maker await the Urpney's arrival and spring a very ""nasty"" suprise for them...

The Dreammaker has new candles delivered to him, but the results are explosive when the candles are revealed to be devastating bombs sent by Zordrack

It's Rufus and Amberley's day off and the DreamMaker has made them a little something, A Daydream bubble in which anything they wish for comes true. But as they are having fun, Blob, Frizz and Nug all get fired out of Urpgor's cannon and end up inside it with no clue as to what is going on.

Zordrack decides to add Wildit, leader of the Wutts, to his own personal collection of statues, who were once living beings who were turned to stone by the evil Lord of Nightmares

Zordrack unleashes his Urpney troops and personally leads them in a final atttack on the Land of Dreams, only the power of Planet Dreamstone can stop him