When Lynn disobeys her parents by not going to bed on time, Mr. Sandman decides that it's time to pay Lynn a little visit, and a valuable lesson will be learned.

After the loss of her father, young Thea has lived a secluded life without any friends, except for one. Her imaginary friend, Max, is a cause for concern for Thea's mother, who drastically intervenes with Thea's solitary social life. As a result, Max finds himself competing for Thea's attention, and his own existence.