After his defeat in ""Megaattack"", Zordrack crash-lands on a desolate asteroid, where he finds an energy crystal capable of causing nightmares, he names this crystal the Nightmare Stone and returns to the land of nightmares.

He makes plans to replace the Dreamstone with the Nightmare Stone inside the Dream Maker's tower, and cause the noops and all of the world's populance to suffer from eternal nightmares

Whilst testing out a viking-style assault ship to use against the Noops, Urpgor comes across an island that rises from the ocean, he uses the island as a base of attack, and becomes warped by the riches found within it...

Urpgor belives he has found the perfect base of operations where noone can touch him, not Rufus, not the Noops, and ESPECIALLY not Zordrack...

Urpgore creates a robotic bird which carries a beutiful, but hynoptic song, that will tempt the Dreammaker into using it in his Dream Bubbles, with the Land of Dreams in a trance, the Bird will then take the Dreamstone

The Dreamstone needs re-energised, The Dreammaker, Rufus and Amberly take it to Planet Dreamstone, but Blob, Frizz and Nugg are in pursuit, they attempt to lay several traps for the heros, but each backfires.

Eventually, Blob and his troops confront the Noops and the Dreammaker after they have re-powered the Dreamstone, but the resulting conflict strands both parties on the dark side of the Planet

Rufus journeys to Viltheed to seek out a cure for an illness that is killing Albert

Blob unleashes one of Urpgor's old inventions on the Land of Dreams

Zordrak has to recharge his power and leaves Urpgore in charge until he can return, Rufus takes the Dreamstone to a picnic, but is invited out with Spildit.

Zordrack comands the Uprneys to wipe out the Wutts, Sgt. Blob deploys special bugs which devour all of the Wutts' flying leaves and they soon begin attacking the entire forest.

Only the power of Wildit's magic whistle, capable of controlling all of the Wutts' leaves and the forest animals, can save the day, but he is away teaching Rufus and Amberly flying lessons and is unaware of the destruction...

Rufus bakes a cake resembling The Dreamstone in preperation for the annual Noop Sport's Day, but he accidently spoils the cake.

He puts the real Dreamstone on display until he can bake a new one, but this leaves The Dreamstone vulnerable to the Urpneys...

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Urpgor creates a mechanical Beaver to cut down the trees in the Wut Forest, the Uprneys then use the wood to construct a dam which cuts off the water needed for the Dream Bottle Trees

The Nightmare Stone returns from Space, and Zordrack again begins using it to send his Argorribles into other people's dreams, Rufus, Amberly, and Pildit journey to Viltheed, and ally with Uprgor to destroy the Nightmare Stone once and for all...