The queen of the forest, Queen Tara (Beyoncé Knowles), decides to 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 an uptight snail named Grub (Chris O'Dowd), who wants to become a leaf man, to use her magic to tell her whom to choose. When she chooses, the Boggans attack. In the midst of the attack, Mandrake's son and lead general, Dagda (Blake Anderson), is killed by Ronin, but Tara is shot by Mandrake.
Meanwhile, M.K., annoyed at her father, decides to leave and leaves a note on one of his security monitors. Before she can leave, her and Bomba's three-legged dog, Ozzie, runs into the woods. While looking for Ozzie, 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 frog named Bufo (Pitbull). Before Bufo and his goons can kill Nod, Ronin intervenes and orders the goons to leave. A reluctant Nod joins him, M.K., Mub, and Grub after hearing about Tara's death. They eventually find Nim Galuu, who is a showman and keeper of magic scrolls that tell what has occured during the times, in a tree. After learning about Tara's death, he leads the group down to the scrolls, 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 fall in love. Mandrake (who Bufo fearfully reveals the location of the pod to as he overheard from Ronin and Nod) arrives and kidnaps and imprisons Mub and Grub, along with the pod, which he hopes to bloom in darkness 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 have been leading Bomba off their trail. After getting the disguises, Ozzie (who earlier returns to Bomba's house) 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, M.K. marks where the Leafmen territory is on one of Bomba's maps with a red push-pin. When they reach the Boggan land, which is a wasteland of dead trees, 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 Nim Galuu's place via light, Mandrake's bats block the light, causng the pod to sprout in darkness. When the Leafmen set out to fight the Boggans (with Grub unsuccessfully joining them) M.K. sets out to get her father for assistance, but an exasperated Bomba (after regaining consciousness) decides to give up on what he has been doing to find his daughter and shuts off all his cameras, believing that he didn't really see M.K. and that he's been insane all his years, but changes his mind when he sees the push-pin in his map. After locating M.K., Bomba is overjoyed to see that he has been right and when he follows M.K. to Nim Galuu's, he (with M.K.'s persuasion) 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 Boggans. Mandrake manages to outdo him, but Ronin is defended by Nod, who earlier finally understands 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 Mandrake gets sucked into a tree. It also heals the forest after much damage from the Boggans.
The chosen heir is a flower child, who idolizes and saves Tara earlier in the film. Grub becomes a Leafman, Nod and Ronin reconcile, and Nod and M.K. kiss and become a couple before the latter is given back her original height by the new queen. After reuniting with Bomba and becoming his assistant, M.K. is still in contact with her small friends she uses one of her dad's cameras to talk with Nod, who eventually fights with Mub (who has shown affection towards M.K.).
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