You've just moved into the neighborhood of Rubber Hose in the city of Toontown, a place where all toons reside. Although the citizens seem friendly enough, usually talking about their appearances on tv, the town has a dark secret hidden from all. It's an old toy factory that used to make wind-up toons called 'Windlings' that was shut down after a few accidents. Rumors have been spread about a forgotten toon, a puppet named 'Ticktock', that resides in the factory. She has the power to control these Windlings and turn anyone who enters, toon or not, into one.