10 year old Richard Tyler lives his life in fear, of pretty much everything. His parents constantly encourage him to live more fearlessly but I meets with little to no success.

During one of these ventures he's sent out by his father to retrieve nails from the hardware store. Upon this journey he finds himself in the middle of a torrential storm and seeks refuge in a nearby library. He's manipulated by the librarian Mr. Dewey (played by Christopher Lloyd) into signing for a library card and checking out a book.

He wanders around the library until he slips on some water that dripped off of his jacket and knocks himself unconscious upon hitting the floor. He awakens to find himself now an illustration. Mr. Dewey, now donning the persona (Pagemaster) sends him on a mission to find the exit.

Along the way he becomes accompanied by three books, Adventure the pirate book, Fantasy the fairy god mother-esque fantasy book, and horror who is a disturbing hunchback book with a crooked spine.

The group triumphs through numerous well-known novels such as Dr. Jekyll and Mr. Hyde and Moby Dick. Upon making it to the fantasy section they discover the exit sign atop a mountain, guarded by a fire-breathing dragon. Richard is swallowed whole by the dragon and within his intestines he finds a Jack and the Beanstalk book and opens it.

A giant Beanstalk erupts out of the dragons throat and Richard climbs out and the dragon bites the beanstalk and is defeated. The heroes arrive at the exit and find the Pagemaster awaiting them. He explains to Richard how he defeated some of the most epic antagonists in literature and congratulates him.

Richard awakes and checks his books out, rushing home with a new found courage and spends the night in his tree house. Adventure, Fantasy and Horror make a final appearance as Silhouettes talking on the wall and blowing out his candle.