Willie Lumpteron goes to the airplane factory to see Uncle Rupert. He gets too close to the secret formula and falls in the tank. Later Willie wakes up sitting by a pond next to Dunklin, a big box turtle. The turtle hasn't grown, Willie has shrunk. He also meets an energetic chipmunk named Figbee. Dunklin and Figbee help Willie find out why he is so small and why no one seems to be able to see Willie but the animals. Willie learns that things are a lot different in his new world.