After the mayor uses a potentially dangerous substance to protect the local plantation, the lakeside town of Mountview, in California, is attacked by a lethal species of large cockroach. After some of the town’s inhabitants are killed, the mayor enlists the help of eccentric pest exterminator General George S. Merlin in order to prevent further harm to the local dwellers.

A young boy and his dog discover a magical story book and enter the enchanted Storyland, ruled by wicked Queen Evilia. They’ll need a little help from his literary friends to get back to the real world.