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Upon returning from school one day, a bored San Francisco youth, Milo, finds a huge candy-striped package in his bedroom. Tearing off the wrappings, he uncovers a magic tollbooth, a red car, and a roadmap of the Kingdom of Wisdom. He drives through the tollbooth and discovers himself in a mystical cartoon world. There Milo encounters Officer Short Shrift, who gives him a traffic ticket with "I am" written on it, and the Whether Man, who is unable to make up his mind. He eventually winds up in the swampy Doldrums, where the yellow-eyed Lethargians try to convert him to their slothful way of life. Rescued from the Lethargians by a ticking "watch"-dog called Tock, Milo and the dog travel to the towns of Dictionopolis and Digitopolis. Tock explains that the two towns were at one time united under King Wisdom and his twin daughters, Sweet Rhyme and Pure Reason; but when Wisdom died, warfare broke out between King Azaz of Dictionopolis (who believes words are more important than numbers) and his brother, the Mathemagician of Digitopolis (who values numbers above words). Furthermore, the kings have banished Rhyme and Reason to the Castle-in-the-Air, which is guarded by the demons who inhabit the Mountains of Ignorance. Determined to restore peace to the land, Milo--with the help of Tock, the Spelling Bee, and the foxlike Humbug--subdues the forces of ignorance, returns Rhyme and Reason to the Kingdom of Wisdom, and joins in the celebration as the two kings finally realize that numbers and words are of equal importance. Although reluctant to leave his new friends, Milo drives back through the tollbooth into his bedroom. Transformed by his adventures into an alert and active boy, Milo runs outdoors to immerse himself in the real world.