In the Land of Dreams, the Dreammaker has just finished sending the nights dreams, however Amberley notices that the Dreamstone has become dull. The Dreammaker says that they need to take it to the Planet Dreamstone to renew it's power. The Dreammaker goes to speak to Planet Dreamstone at his Star Communicator, but Planet Dreamstone is already contacting him. Planet Dreamstone says that she has been hit by a meteor shower and the cover of her energy supply has been split, so all her energy is draining away. The Dreammaker says that they must some how repair the crack, but the Dreammaker is unsure what they can use so they go to look in his books.

Back at Viltheed, Blob is still desperately looking for his Urpney army in the sea, but there is no sign of them. Then suddenly the shark appears from the sea and it roles up on to the shore in front of a terrified Blob. The mouth opens and Urpgor climbs out. The shark is Urpgor's brand new vehicle and he was using the Urpney's to test the vehicle out. Frizz and Nug come out of the vehicle, far from pleased at being part of the experiment. They say they could have been severely traumatized by all of it.

Back in the Land of Dreams, the residents of the Noop valley are all in bed after having a busy day preparing for the Noops Regatta. Mr Skiff (who is in charge of the regatta) is in bed dreaming about the Regatta. Zordrak enters Mr Skiff's mind learning that the Noops are having a Regatta on the lake. Urpgor bursts into the throne room causing Zordrak to lose his concentration and he loses his hold over Mr Skiff's mind. Zordrak tells Urpgor that the Noops are holding some event on the water and Urpgor says it will be the perfect apportunity to use his new Shark Mobile to capture all the Noops at once. In the Land of Dreams, the Dreammaker has found a substance in one of his books that will repair Planet Dreamstone's energy cover. He says it's a sand that is deposited in the exact centre of the bottom of the Sea of Destruction. He also says that the sand is guarded by a sea creature that regards the sand as it's own property so it won't be easy to obtain. The Dreammaker creates a bubble for Rufus and Amberley to travel to the sea in. The Dreammaker tells Albert that he must go with Rufus and Amberley as he will have to collect the sand as he is the only one who can breathe under water. The talk of water reminds Amberley of the Regatta and Rufus tells the Dreammaker not to forget to go, being as he is opening it.

At Viltheed Urpgor is instructing Blob, Frizz and Nug on the Shark Mobile showing them how to operate it. Urpgor tells them to travel to the Land of Dreams and wait in the lake until all the Noops are on it. Then scoop them all up and trap them inside the Shark Mobile so they won't have anyone stopping them getting the Dreamstone. The Urpney's leave for the Land of Dreams, while at the same time Zordrak shouts Urpgor. Urpgor arrives in the throne room and Zordrak orders Urpgor to give him more power so he can invade the mind of the Dreammaker, which he almost had. After a bit of tinkering from Urpgor, Zordrak puts the head piece back on trying again to take over the Dreammaker's mind.

A picture appears on the view screen of Rufus and Amberley, so it seems Zordrak is very close at taking over the Dreammaker's mind. However the Dreammaker manages to fight him off and Zodrak's attempt fails. Rufus and Amberley ask the Dreammaker what was wrong and he tells them it was Zordrak trying to get into his mind. He also tells them that this isn't the first time that Zordrak has attempted it. The Dreammaker tells them that they only need half a bucket of the sand, then Rufus, Amberley and Albert leave in the bubble.

The next morning the residents of the Noop valley have arrived at the lake and they are beginning to set up the Regatta. At the same time both the Noops and the Urpney's are travelling through the Sea of Destruction headed for each other. The Shark Mobile is headed straight for the monster that is guarding the sand, the Noops are searching for. The monster leaves the sand and goes chasing after the Shark Mobile, while just after the monster leaves the two Noops and Albert arrive. Albert manages to collect the sand with no problems now that the monster isn't guarding it. Albert soon fills up the bucket and they leave with the sand, having a narrow escape as the monster arrives back on it's sand, a moment after the Noops had left it.

At the lake, the Regatta has begun. The Urpney's arrive inside the Shark Mobile and they soon scoop all the Noops out of the water. They also capture all the spectators as well using a suction funnel that sucks all the Noops into the Shark Mobile. Mr Skiff is soon moaning at the Urpney's for messing up the event and says his schedule will be ruined. The three Urpney's leave the Shark Mobile headed towards the Noop valley to steal the Dreamstone. The Urpney's arrive at the Dreammaker's house and see him leave, so they go in to get the Dreamstone. The Dreammaker arrives at the lake to find it empty and leaves to go back to his house, just as the Urpney's appear from another path with the Dreamstone's container. Back at his house, the Dreammaker contacts Wildit on his Star Communicator and asks her to send out some patrols to look for the missing Noops. Meanwhile, Rufus, Amberley and Albert have arrived on Planet Dreamstone and soon find where the power is leaking from. Albert pours the magic sand over all the cracks which immediatly repair them all, fully restoring all of Planet Dreamstone's power. The Noops then go inside the castle on Planet Dreamstone to renew the Dreamstone's powers.

During their search, the Wut patrol notice the Shark Mobile glide up onto the shore near the Wut forest and the captured Noops are thrown out of the Shark Mobile. Wildit contacts the Dreammaker and tells him that all the missing Noops are accounted for and they are all safe. She also says that the Noops told her the Urpney's have got the Dreamstone, but the Dreammaker assures her that it's nothing to worry about. Back at Viltheed, Urpgor is again altering the mind control device saying that he has now doubled it's powers. The Urpney's then enter the throne room having arrived back with what they think is the Dreamstone. Upon seeing that Blob has got the Dreamstone, Zordrak sends out his Argorribles.

Back on Planet Dreamstone, the Dreamstone has finally finished being recharged. Planet Dreamstone thanks the two Noopes and they leave as Amberley says they must get the Dreamstone back before it gets dark. Planet Dreamstone has contacted the Dreammaker to thank him and tell him that the Noops did an excellent job. Wildit asks the Dreammaker why the captured Noops thought the Urpney's had got the Dreamstone and the Dreammaker tells her that it isn't the real Dreamstone, but a product of his imagination. He says that the fake Dreamstone should fade very soon, which to Zordrak's anger it does! The Noops and Albert arrive back to the Dreammakers house with the recharged Dreamstone just as the Argorribles are about to attack. They are soon scared off with the Dreamstone.

At Viltheed Zordrak is yet again trying to get inside the Dreammakers mind after Urpgor had quadrupled the power of the mind control device. Urpgor is holding on to one of the wires which causes Zordrak to enter Urpgor's mind instead. Zordrak is extremely angry and orders Urpgor to increase the power yet again, which causes the devide to blow up. At the same time Frizz is wondering if Mr Skiff managed to get his Regatta sorted out afterall......