When Mookie the dog knocks over the schoolhouse, Fly comes up with a daring plan to get him to stop.

Fly inadvertently finds herself at an amazingly wonderful place filled with flies - the city dump! She makes a friend that is just like her and they have lots of fly-friendly fun, but she soon misses Worm and Spider and comes to appreciate their differences.

Fly accidentally flies into a tree, and though she isn't injured, she's so unnerved by the event that she becomes afraid to fly. Meanwhile, Spider and Worm decide they want to be great inventors.

Fly and Spider help their friend Worm try to search for the perfect underground space for his new bedroom.