After eight tadpoles become toadlets, they find themselves alone in a strange and dangerous forest. Immediately threatened by a hungry snake named Erebus, Beauty Stem says that they must all stay together and Fur Foot tries to lead them. However, Elf Cup and Shaggy Mane want to go off and play, while Panther Cap finds himself drawn away from the others by voices that only he can hear. Fur Foot, Beauty Stem, Puff Ball, Oyster, Slippery Jack and Panther Cap soon begin a journey together. They immediately face danger in the form of rushing rapids and then when Panther Cap goes off to follow the voices, Beauty Stem decides to accompany him. Meanwhile, Elf Cup and Shaggy Mane find themselves in danger from a ""wind rider,"" not even knowing that the others are headed their way to try to bring them back into the fold. Eventually, all are reunited and meet up with a wise toad named Mistle Toad, who warns them that they have missed the great migration. They must all head immediately for the Fair

Shaggy Mane's antics slow the Toad Patrol as he disturbs a nest of wasps, gets caught in the headlights of an oncoming 'Rumble Crusher', and loses a close encounter with Cleopatra the Skunk. Feeling useless, he runs away, until Cleopatra and Earth Star, a wandering Toadlet minstrel, convinces him that he is a vital member of the Toad Patrol.

The thunder trees have guided the toadlets on the final path to the Fairy Ring and now all that's left is to enter it to reach Toad Hollow. They, however, find themselves facing obstacles both practical and villainous in the final race to make it before the yellow ball goes down and they all become toadstools. After rescuing Earth Star from Erebus and a muddy pit, the toadlets face a large rift between them and the final path to Toad Hollow. Badgered by both Medea and Erebus along the way, Panther Cap and Earth Star find themselves trapped in the cracks. There, they share some heart-to-hearts on why Earth Star wants to stay in the forest and what exactly happened between Earth Star and his friends. Meanwhile, the other toadlets face a desperate decision as to what to do to save their friends, while still making it to the Fairy Ring in time. Fortunately, Mistle Toad is also around to help out.

The toadlets are having a blast in Toad Hollow, where everything is fun and there are no dangers to worry about. Panther Cap, for his part, is enjoying some nice relaxation time because he's tired from all the adventures. It's then that he receives an urgent call from Mistle Toad, who's in danger, urging him to leave Toad Hollow and make the big climb. Though some toadlets are reluctant to leave Toad Hollow, helping Mistle Toad is too important. Elf Cup, Shaggy Mane, Oyster and Slippery Jack, however, are asked to stay behind. They decide to follow along anyway as the toadlets find themselves in a radically different forest covered with thick white. There, they soon face old and new enemies but find that they're still strong when they stick together.

Both old friends and enemies are out in full force as the toadlets make the final journey to find and play the instruments in the hopes of turning all of the forests' toadstools back into toadlets. Oyster and Puff Ball find themselves in a continuous battle with Medea to prevent the thicksicles from being destroyed. Oyster finds that a talk with Sigmund and some singing helps to calm her down. Meanwhile, Mistle Toad's group hooks up with Loki, who shows them that the strum-along instrument they're looking for is inside a wet drop. He then helps them with a clever ploy to get rid of Erebus, who had decided to set up camp and then go on a toadlet hunt after the music was played. Finally, Fur Foot, Panther Cap and Elf Cup meet up with Calypso Frog. She shows them how to reach the tooter instrument they're looking for, but they realize that it's broken, which is likely why the Ancients stopped playing the music. It becomes a race against time to find an alternate instrument, as Mistle Toad