Following the death of her mother, Mary Katherine (a.k.a. M.K.) (Amanda Seyfried), a 17 year old teenager, moves in with her estranged and eccentric scientist father, Professor Bomba (Jason Sudeikis), who has been searching for tiny human soldiers, about which M.K. is skeptical. She wants her father to stop his work. Unknown to the both of them, Bomba is right that there are tiny soldiers called Leafmen. They protect the forest Bomba lives near from evil creatures called Boggans (who shoot arrows that can kill any living thing) and their malevolent leader Mandrake (Christoph Waltz) who plans to destroy the forest. An independent young soldier, Nod (Josh Hutcherson) decides to quit, much to the ire of the no-nonsense Leafmen leader Ronin (Colin Farrell) who wants Nod to learn about teamwork.
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The queen of the forest, Queen Tara (Beyoncé Knowles), who is aware of Ronin's apparent attraction to her, decides to choose an heir to her throne and goes out to a field of leaf pods, guarded by a laid-back slug named Mub (Aziz Ansari) and an uptight snail named Grub (Chris O'Dowd). Tara chooses the smallest pod as the heir. Immediately after she does so, the Boggans attack. Tara flees the area with the pod, and though her bodyguards do their best to protect her, they are soon overwhelmed by the sheer number of Boggans. Tara uses her magic to slow down her pursuers, and is at one point rescued by a flower child who idolizes her. Eventually, Ronin arrives for her and the pair fly off on Ronin's hummingbird mount. They are then attacked by Mandrake and his son Dagda (Blake Anderson). Dagda is killed by Ronin, but Tara is shot by Mandrake, and falls off Ronin's bird into the forest.
Meanwhile, M.K., annoyed at her father, decides to leave and leaves a note on one of his security monitors. Before she can leave, the family's one-eyed, three-legged dog, Ozzie, runs into the woods. While looking for Ozzie, M.K. sees Tara falling. A dying Tara gives her the pod and uses her magic to shrink her. She tells M.K. to take the pod to a Glowworm named Nim Galuu (Steven Tyler) before she dies. After meeting Ronin and the Leafmen, along with Mub and Grub, a confused and scared M.K. joins them. Ronin discovers that Nod has entered a race against other creatures and bugs on birds. He goes back on a deal with a tough bullfrog named Bufo (Pitbull). Before Bufo and his gypsy moth and scorpionfly goons can kill Nod, Ronin intervenes and orders the goons to leave. A reluctant Nod joins him, M.K., Mub, and Grub after hearing about Tara's death and falling for M.K.
They eventually find Nim Galuu, who is a showman and keeper of magic scrolls that tell what has occurred during the history of the forest, in a tree. After learning about Tara's death, he leads the group down to the scrolls, where M.K. discovers Tara's brief message before shrinking her, and a message that will get her back to normal size. When Ronin leaves, Nod takes M.K. on a enthralling deer ride, where they begin to fall in love with one another. Mandrake (to whom Bufo fearfully reveals the location of the pod, which he overheard from Ronin and Nod) arrives and kidnaps Mub and Grub and imprisons them, along with the pod, which he hopes to bloom in darkness to destroy the forest. To get into Boggan territory undiscovered, M.K., Nod, and Ronin set out to Bomba's house to get some disguises, where M.K. learns that her father is what the Leafmen call a "stomper" and have been leading Bomba off their trail. After getting the disguises, Ozzie (who earlier returns to Bomba's house) sees M.K. and chases her, catching Bomba's attention. He sees the group and catches M.K., but faints after seeing her. Before leaving, M.K. marks where the Leafmen territory is on one of Bomba's maps with a red push-pin.
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The queen of the forest, Queen Tara (Beyoncé Knowles), who is aware of Ronin's apparent attraction to her, decides to choose an heir to her throne and goes out to a field of leaf pods, guarded by a laid-back slug named Mub (Aziz Ansari) and an uptight snail named Grub (Chris O'Dowd). Tara chooses the smallest pod as the heir. Immediately after she does so, the Boggans attack. Tara flees the area with the pod, and though her bodyguards do their best to protect her, they are soon overwhelmed by the sheer number of Boggans. Tara uses her magic to slow down her pursuers, and is at one point rescued by a flower child who idolizes her. Eventually, Ronin arrives for her and the pair fly off on Ronin's hummingbird mount. They are then attacked by Mandrake and his son Dagda (Blake Anderson). Dagda is killed by Ronin, but Tara is shot by Mandrake, and falls off Ronin's bird into the forest.
Meanwhile, M.K., annoyed at her father, decides to leave and leaves a note on one of his security monitors. Before she can leave, the family's one-eyed, three-legged dog, Ozzie, runs into the woods. While looking for Ozzie, M.K. sees Tara falling. A dying Tara gives her the pod and uses her magic to shrink her. She tells M.K. to take the pod to a Glowworm named Nim Galuu (Steven Tyler) before she dies. After meeting Ronin and the Leafmen, along with Mub and Grub, a confused and scared M.K. joins them. Ronin discovers that Nod has entered a race against other creatures and bugs on birds. He goes back on a deal with a tough bullfrog named Bufo (Pitbull). Before Bufo and his gypsy moth and scorpionfly goons can kill Nod, Ronin intervenes and orders the goons to leave. A reluctant Nod joins him, M.K., Mub, and Grub after hearing about Tara's death and falling for M.K.
They eventually find Nim Galuu, who is a showman and keeper of magic scrolls that tell what has occurred during the history of the forest, in a tree. After learning about Tara's death, he leads the group down to the scrolls, where M.K. discovers Tara's brief message before shrinking her, and a message that will get her back to normal size. When Ronin leaves, Nod takes M.K. on a enthralling deer ride, where they begin to fall in love with one another. Mandrake (to whom Bufo fearfully reveals the location of the pod, which he overheard from Ronin and Nod) arrives and kidnaps Mub and Grub and imprisons them, along with the pod, which he hopes to bloom in darkness to destroy the forest. To get into Boggan territory undiscovered, M.K., Nod, and Ronin set out to Bomba's house to get some disguises, where M.K. learns that her father is what the Leafmen call a "stomper" and have been leading Bomba off their trail. After getting the disguises, Ozzie (who earlier returns to Bomba's house) sees M.K. and chases her, catching Bomba's attention. He sees the group and catches M.K., but faints after seeing her. Before leaving, M.K. marks where the Leafmen territory is on one of Bomba's maps with a red push-pin.
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