Milo, a bored boy who lives in a San Francisco apartment block, is surprised by a large, gift-wrapped package that has appeared in his room. The package turns out to be a tollbooth, that is a gateway into a magical parallel universe. As Milo uses the tollbooth's toy car to pass through the tollbooth, the character moves from live action to animation, and he is transported to the enchanted Kingdom of Wisdom in the Lands Beyond and the states of Dictionopolis (Kingdom of Words) and Digitopolis (Kingdom of Mathematics).