While the Kulipari, the Amphibilands elite fighting group of poisonous frogs, is away, young Darel hopefully assembles a motley crew of friends to fend off an attack by the spell caster called the Spider Queen, and Lord Marmoo, leader of the scorpions.

The Spider Queen is dead, but the powerful scorpion Lord Marmoo and his fearsome army are still a threat to the Amphibilands, especially as the Rainbow Serpent has told the frogs that they must lower the veil that protects them--so the young wood frog Darel and his friends must search the Outback for answers in the quest to bring peace and water to their land.