All the students arrive at Zazoo U for the first class, and immediately struggle to adjust to the school and to each other.
A box of talking crayons is discovered; each crayon wants to be the greatest of the box, and befriends each of the students to try to succeed.
A troubled Tess sets out on a quest to find the meaning of life.
Boink, Tess and Bully search for Zazoo U's Janitor, and discover a world of past bygone relics.
The students enter a dispute about whether bigger means better. The dispute soon goes into bigger, but not better, dimensions.
Tess and Grizzle fall out as friends, and vie for Boink's affections.
Bully gets mad and loses his temper; an enraged miniature version of himself jumps out and storms around wreaking destruction. The class must now get the Temper back to Bully.
Everybody at Zazoo U gets a special gadget-laden custom schoolchair, except for Grizzle. But no one will share with him, so he gets despondent and wanders off, leading the class to search for him.
Miss Devine is dejected about her pet Rarf being unremarkable, and thus possibly a worthless nothing. Rarf goes out of his way to prove he is special to her.
Boink discovers invisible strings that can be seen only with the imagination. But his messing around with the strings causes the laws of physics to go seriously awry.
The class work to earn money to get new musical instruments. Grizzle and Tess try all sorts of money-making schemes, while Boink and Bully go around looking for donations.
The school is invaded by an alien... a talent agent who's looking for the next big star. The agent himself possesses creativity, but can the others help him realize his potential?
Everybody gets ready for the school talent show, and all sorts of incredible antics and performances are in store. But Boink gets a serious case of stage fright, so it's up to the others to coax the show's best act out of him.