Milo is a boy who sees no meaning to learning or to life. He always wishes for the opposite of what he has and when his wish comes true he wonders why he wished for it. Milo always is seeking adventure and excitement he dislikes learning because he see no use in learning English, Math, etc. It is on an ordinary day when Milo goes to his bedroom and finds a peculiar package. He opens the package and inside finds an unassembled turnpike tollbooth as well as a map, a rule book and a instruction manual. He assembles the tollbooth and jumps into his electric car, as he approaches the tollbooth he thinks of Dictionopolis as the instruction manual told him to think of a destination and he randomly chose Dictionopolis.

Milo speeds through the tollbooth and finds himself on a highway with his house in no line of sight. He is surprised to find out that the tollbooth actually worked.  When he arrives at the Expectations where he meets a little man with Obsessive–compulsive disorder named the Whether man. Milo goes on to find Dictionopolis; his mind begins to stray and stops paying attention to the road. He hears a voice coming from a distant, and Milo soon notices dozens of little men who have the ability to change colors and blended into the objects.  These little men are called Lethargies who live in Doldrums a land where nothing ever happens and nothing ever changes, everything is monotonous. Abruptly a dog with a clock for a body runs in. The watchdog’s missions is to make sure that nobody in Doldrums wastes time. The watchdog explains to Milo that to leave Doldrums he must do the opposite of  brought him here in the first place, which was not thinking. Milo started to think and concentrate his electric car began to move and was off on his way with the Watchdog to Dictionopolis.

As Milo and the Watchdog make their way to Dictionopolis; the watchdog introduces himself as Tock. Tock begins a speech about the importance of time. Once inside Dictionopolis they see a market full of merchants selling words and letters as if they were fruits. They meet five cabinets who always repeat each other’s replies in synonyms. They explain the reason for the market in a dizzyingly, mind-boggling complex way leaving Milo confused.

Milo and his companion take a walk through the marketplace exploring the words the merchants were selling; words they never heard of. Milo meets a shopkeeper who discuss with him the construction of word, and suddenly a giant bee swarms in. The spelling bee tells Milo that he is capable of spelling any word. After throwing a bunch of words at the bee to spell, an insect approaches, this insect was a beetle. They get into an argument. The beetle and the bee begin to fight; the beetle swings his cane catching the bee’s leg which toppled a stool which knocked another stool and so on causing the whole market place to collapse. Having caused discord in the marketplace Milo is approached by Officer shift and is sentenced to 6 million years in jail. He is then taken to jail where he has been told there is a which. Not a witch you might be thinking of, but a person named which. When Milo and Tock are thrown into to jail they meet Which who tells them the story of how see once decided which words to say and which words no to use; she told them how she became corrupted and began to give people less and less words to use. The king was infuriated to he threw her in jail.