Destiny is not the innocent girl she pretended to be on Earth. She's actually a power-hungry magic-user who has kidnapped Pixel and taken him to a terrible planet called Zarathan - where fears come to life and falling asleep means death! Helaine and Score embark on a risky mission to rescue their friend. Living skeletons, vampire ghosts, and other mythical monsters from Helaine's imagination attack them mercilessly. But with magic and clever thinking, they manage to fight these ghouls and convince the Fair Folk to lead them to Pixel. But Destiny has blocked their only exit off the planet, and they are exhausted from endless battles. Will the trio find a way off Zarathan before falling into a deadly sleep?