Diek Wutspah is a normal shepard boy. That is until a dark, evil magic roots itself within him instilling him with the power to charm man and beast with his magic flute. When the ancient town of Illmoor is plagued by an infestation of giant rats, Diek offers to lead the rodents to their doom. But when the dim-witted Duke of Illmoor refuses to reward him, Diek seeks revenge by kidnapping the town's children. Just when it seems the children are gone for good, a team of misfit mercenaries - Groan, a buck-toothed Giant, Gordo, a wise-cracking dwarf, and Tambor, a has-been sorcerer - set out on a bumbling journey to stop Diek, and save the children. But will it be too late?