A diverse group of classmates are sentenced to detention afterschool, when they are asked to overhaul a messy room into a magical place for children. In the room they find a creepy chest that transports them each to an imaginary place. The Bugs must power up their thinking by activating their Higher Order Thinking Skills and putting on their thinking hats if they ever hope to transform the room or return to class. Will the bugs ever finish the room? Will they every get back to class?

A teacher on a quest to help his class change their attitudes gives them what seems like an impossible mission. This mission requires them to enlist the help of their three new classmates Iken, Willa and Imus to help them overcome this feat, before Mr.Hill returns. The Gnats must help their classmates change their words, their will and develop winning ways to succeed at this mission. Will they complete this mission? Will the class ever finish? Will they have enough time?