When Eli's dog, Shadow dies, it's up to his mother to comfort him and put him to bed. Sitting in the dark corner of the room, though, is the Sandman. Since Eli is the Sandman's last stop, he waits patiently for Eli's mother to leave so he can put the boy to sleep. However, when he hears Eli ask his mother where Shadow has gone, the Sandman begins to feel sorry for the boy. Having lost a tooth earlier in the day, Eli's mother places it under his pillow and asks his mother what the Tooth Fairy does with all the teeth. Already feeling sorry for the boy, the Sandman decides to wait for the Tooth Fairy to come and secretly follow her so he can answer Eli's question. But when the Tooth Fairy arrives, the Sandman embarks on an adventure that will take him to a shocking place he never thought possible.