When Nitekap became angry for not being able to get a good nights sleep, he devises a plan to take away everyone else's nap times by abducting the 40 Winks. The Winks are the creatures that grant people good rest accompanied with sweet dreams. Nitekap however has the intentions of transforming the Winks into evil Hood-Winks. Hood-Winks only give people nightmares and thus no more pleasant dreams or rest. It is up to Ruff and Tumble, a brother and sister who both must save all 40 Winks before Nitekap gets to them first. In order to locate a Wink, the siblings must explore six dream worlds with the abilities to transform into a variety of alternate forms.