Every night, tiny stars appear out of the darkness in little Sandy's bedroom. She catches them and creates wonderful creatures to play with until she falls asleep, and in the morning brings them back to life in the whimsical drawings. When a mysterious new girl appears at school, Sandy's drawings are noticed for the first time... but Morfie's fascination with Sandy's talent soon turns into something far more sinister.

On a school field trip to the river, Sandy wanders away from her classmates and discovers an empty turtle shell. Peeking through the dark hole, she suddenly finds herself within a magical realm. Filled with sculptures, paintings and books, the turtle's shell is a museum of the natural world. But one painting is incomplete, and the turtle needs Sandy's help to finish it.