When 11-year-old Jay Ziegler falls from a treefort after being pursued by bullies who wanted his father's precious telescope, he ends up in a coma - in the real world (known as the Upworld). In the Upworld, Jay's mother Val, his best friend Donna and the bully Keith all try to cope with their reality. In the Downworld (Jay's mind), Jay finds himself in a world entirely populated by children, where he meets up Alpha and Flash (the Downworld counterparts of Donna and Keith) and the trio embark on a mysterious mission involving a telescope, the land's mysterious leader Brad, and a connection to Jay's father.
In the Upworld, when Val is laid off work due to her spending so much time with comatose Jay, she decides to visit her mother in the country at the family farm. At Driftwood, Donna and Keith continue to help by reading King Arthur stories to Jay. Meanwhile in the Downworld, the trio reach a cornfield where Flash meets Lobelia & Yudo and learn of Yudo's belief of ""Big People"".
In the Upworld, Max attempts a new technique that immerses Jay into water to isolate his senses. Meanwhile in the Downworld, as he continues to search for Jay, Finger leads his troops to an underground cavern where kid-scientist Fractal is experimenting on a crystal with unknown powers, that causes those who touch it to turn into a zombie.
In the Downworld, while in search of the third Checkpoint Jay & his friends visit the Brad Exchange, where Brad's supposed belongings are traded. In the Upworld, Max experiments with some of Jay's possessions to see if he responds, and oddly, he responds only to items that used to belong to his father.
In the Downworld, while tracking Brad, Medea, Alpha, Jay & Flash go through the wall to the ""adult"" side and they are pursued by Iceface, who makes sure that adults stay on their side of the wall. Meanwhile, in the Upworld, Sierra organizes a benefit for Driftwood, and Arthur asks Val to attend as his date.