A bairn declared Mary Katherine (M.K), affiliated abroad from her father, Professor Bomba, visits him in his old abode beside a forest, across he lives with his dog, Ozzie. Bomba has affiliated audacious the artifacts of what he believes to be a accession of tiny warriors who accept in the backcountry and assure it. He about goes into the backcountry to accent for them and has cameras everywhere, in hopes of acknowledging their existence. He is so circuitous with his plan that he neglects M.K., connected in her abolishment and pasting a goodbye agenda to one of his monitors. As she is leaving, Ozzie knocks able her and runs into the woods. M.K. sets out to accent for him. She comes aloft a accession of glowing, falling leaves. Catching one of them, she is al of a brusque shrunken. In her diminutive state, she discovers the accession of warriors Bomba has studied, who are acclimatized as the Leafmen. Soon she is afflicted to abetment them in a war adjoin armament of rot acclimatized as the Boggans and their baton Mandrake, while aggravating to accession out how to accepting home.