When Spider must move into Lucas's house for the winter, Fly and Worm help him explore his new surroundings, making exciting discoveries and new friends.
Fly accidentally flies into a tree, and though she isn't injured, she's so unnerved by the event that she becomes afraid to fly. Meanwhile, Spider and Worm decide they want to be great inventors.
Each of our heroes has a Halloween wish: Fly wants to break her record for most collected treats, Worm wants to have a good costume (for once), and Spider would like to make it through the night without scaring somebody - including himself.