When the Queen of the Sandmen, Ana, decrees that she will give teddy bears magic through the power of their golden Sandman dust and life is sustained through the belief of a child, the only purpose is to protect the children from nightmares, or rather the monsters under the bed. The Boogeymen who were defeated long ago are gone but their creatures did not die off with their masters.

The balance of good and evil has to be maintained.A supernatural orphan, Sharon, and her faithful pitbull dog, Lieutenant Twinkleton, catch the attention of Queen Ana when she goes to fulfill her part of the decree. Unsure of the little orphan child's abilities, she gives special orders to the little girl's only toy: a teddy bear named Sir Snugglestiltskin.

Unknown to Queen Ana, there's more to Sharon than what her eyes can see and these creatures are hungry to get their hands on the little girl.