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One of Mr. Blossom's prised plants begins to wither, The Dreammaker sends Rufus and Amberly to the far side of the lake to find the ""Grow Rock"", which can cure the plant. Meanwhile, in the Land of Nightmares, Viltheed suffers a power cut and loses it's heating, Urpogor sends Sgt. Blob, Frizz and Nug to recover ""Firerock"" from Viltheed's mountains to restore the heat to the tower, but the Urpneys soon encounter problems with the miners in the Fire Rock mines, who have not yet been paid for the last amount of Firerock they extracted for Zordrack's lackeys...

Urpgor's niece, Urpip has arrived, and is immediatly used by her uncle in a devious scheme to enter the Land of Dreams using a new Noop suit he has designed. But Urpip wants to take the Dreamstone for herself and flees using one of Urpgor's submarines, disguised as a Noop, she begins causing trouble that even the real Noops find diffucult to deal with.

Urpgor has created a ship capable of transporting the entire Uprney army to the Land of Dreams, but a rare mineral is needed to power it, Zordrack sends Urpgor,Blob and his men to the nest of the mystical Jolly Bird, where the mineral is located However, Rufus, Amberly and Spildit are on thier way to the Jolly Bird's lair, hoping that a tickle from the Bird's feathers will cheer a saddened Spildit up, and soon a confrontation ensues which puts the Jolly Bird's eggs in terrible jeapordy..

In order to freshen up the troops, Blob orders them to swim in the Sea of Destruction, but this soon puts them into direct contact with the Urpjaws, a new, mechanical shark created by Urpgor Meanhwile, a meteor shower hits Planet Dreamstone, cracking it's energy supply cover, in order to repair the damage, The Dreammaker sends Rufus and Amberly into the Sea of Destruction to recover a special sand, but the Urpjaws lies in wait...