Becky, the captain of her high school cheerleading squad, is frantic. Crazy, paranormal things have been happening and her best friend Barb has suddenly gone missing. With nowhere else to turn, she realizes that the only one who can help her get to the bottom of it all is the Worm, Jimmy MacLeish, who's a genius but the biggest nerd in school.

They team up to solve the mystery and are drawn into a dangerous supernatural world. As they dive deeper into this frightening dream dimension, they bond together, and Becky and the Worm find themselves falling in love.