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The queen of the forest, Queen Tara (Beyoncé Knowles), must choose an heir to her throne and goes out to a field of leaf pods, guarded by a laid-back slug named Mub (Aziz Ansari) and a wannabe Leafman snail named Grub (Chris O'Dowd). Tara chooses the smallest pod as the heir. Immediately after she does so, the Boggans attack. Tara flees the area with the pod, and though her bodyguards do their best to protect her, they are soon overwhelmed by the sheer number of Boggans. Tara uses her magic to slow down her pursuers, and is at one point rescued by a flower child who idolizes her. Eventually, Ronin arrives for her and the pair fly off on Ronin's hummingbird mount. They are then attacked by Mandrake and his son Dagda (Blake Anderson). Dagda is killed by Ronin, but Tara is fatally wounded when Mandrake shoots her with an arrow.
Meanwhile, M.K., annoyed at her father, decides to leave and leaves a note on one of his computer monitors. Before she can leave, the family's one-eyed, three-legged dog, Ozzy, runs into the woods. While looking for Ozzy, M.K. sees Tara falling. A dying Tara gives her the pod and uses her magic to shrink her. She tells M.K. to take the pod to a Glowworm named Nim Galuu (Steven Tyler) before she dies. After meeting Ronin and the Leafmen, along with Mub and Grub, a confused and scared M.K. joins them. Ronin discovers that Nod has entered a race against other creatures and bugs on birds. He goes back on a deal with a tough bullfrog named Bufo (Pitbull) to lose the race. Before Bufo and his two henchmen can kill Nod, Ronin intervenes and orders them to leave. A reluctant Nod joins him, M.K., Mub, and Grub after hearing about Tara's death.
They eventually find Nim Galuu, who, after learning about Tara's death, leads the group down to the scroll library, where M.K. discovers Tara's brief message before shrinking her, and a message that will get her back to normal size. When Ronin leaves, Nod takes M.K. on a deer ride, and they begin to fall in love. Mandrake (to whom Bufo fearfully reveals the location of the pod, which he overheard from Ronin and Nod) arrives and kidnaps Mub and Grub and imprisons them, along with the pod, which he hopes to bloom in darkness then to use to destroy the forest. To get into Boggan territory undiscovered, M.K., Nod, and Ronin set out to Bomba's house to get some disguises, where M.K. learns that her father is what the Leafmen call a "stomper" and that the Leafmen have been leading Bomba off their trail. After getting the disguises, Ozzy sees M.K. and chases her, catching Bomba's attention. He sees the group and catches M.K., but faints after seeing her. Before leaving, she marks where the Leafmen territory is on one of Bomba's maps with a red push-pin.
When they reach the Boggan land Ronin distracts the Boggans while M.K. and Nod rescue Mub, Grub, and the pod. They are eventually found out by Mandrake, who summons the Boggans to stop them. M.K., Nod, Mub, and Grub escape alive, but Ronin sacrifices himself to ensure their escape. Before the full moon can sprout the pod at Moonhaven, Mandrake's bats block the light, causing the pod to begin sprouting in darkness. As the Leafmen set out to fight the Boggans, M.K. sets out to get her father for assistance. However, upon regaining consciousness, Bomba believes that he didn't really see M.K. and that he has been insane all these years, and shuts down all his cameras, but changes his mind when he sees the push-pin in his map.
Bomba is overjoyed to see that he has been right and when he follows M.K. to Moonhaven, he uses his iPod to make bat sounds, causing the bats to follow Bomba. Meanwhile, Mub and Nim Galuu try to stop Mandrake from reaching the pod, but are unsuccessful. Just then, Ronin appears, bearing scars and bruises from the Boggans. Mandrake manages to outdo him, but Ronin is defended by Nod, who finally realizes the importance of teamwork. Before Mandrake can obtain his victory, the moonlight takes over the pod before it blooms in darkness, causing it to bloom in light and defeat the Boggans.
The chosen heir is the flower child who helped save Tara earlier in the film. Grub becomes a Leafman, Nod and Ronin reconcile, and Nod and M.K. kiss before M.K. is returned to her original size. After reuniting with Bomba and becoming his assistant, the human family still keeps regular contact with their small friends as they continue the research of their world.
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