Spot is a dog who wishes he was a real boy, like his master Leonard Helperman. He gets his wish when Leonard and his mom decide to move to Florida. Spot seeks the help of Dr. Krank, an evil scientist who experiments with turning animals into humans. Things inevitably go wrong with the procedure and Spot is turned into an old man. Leonard and his friends try to help Spot, who now goes by the name of Scott Leadready II.