Inventor Uncle Ned has made a startling discovery--clouds are alive and can be transformed into common objects He gives his nephew Talmage the job of taking a cloud (transformed in the shape of a pen) to watch it and see what it says and does. However, Talmage soon learns that THIS cloud is nothing but trouble. It has a strange malady called 'Insult-O-Mania' which makes it insult everyone it meets Talmage quickly finds himself in big trouble at school, and everywhere he goes. But just when Talmage thinks things could hardly get worse, he and his cloud find themselves facing an unexpected enemy. And now the insults by Talmage's cloud bring them to the brink of disaster