A boy simply called Max (Cayden Boyd), living in central Texas, is regularly bullied at his school, while his parents (David Arquette and Kristin Davis) are constantly arguing. Dissatisfied and lonely, he creates a dreamworld called Planet Drool where endless fun and brilliant dreaming are the norm. Many of the inhabitants of this world resemble people from Max's own life, including the two main villains. To inhabit this world, imagines two young superheroes, Sharkboy and Lavagirl, and records his dreams in his Dream Journal. One day, Max reveals the origin of Sharkboy, who is the son of a biologist whose houseboat laboratory was destroyed in a violent storm and who eventually became a warrior under the tuition of great white sharks, and describes his own meeting with both fighters. No one is at all kind to him, except Marissa (Sasha Pieterse), the daughter of the teacher, Mr. Electricidad (George Lopez). An overprotective father, Mr Electricidad does not want Max to befriend her, although he suggests that Max attempt to make friends in his real world, so as to distract himself from dreaming. Later, a bully called Linus (Jacob Davich) steals Max's Dream Journal. The next day, Max confronts Linus, who returns the now heavily scribbled Dream Journal to Max. As a storm gathers outside, the characters emotions become increasingly exaggerated. Max accuses Linus of spoiling the journal, who in turn demands that Max be expelled. Angered at having his authority challenged, Mr. Electricidad spitefully proclaims that they shall both report to the principal's office. Suddenly, the wall of the schoolroom is broken down by a cyclonic wind, revealing Sharkboy (Taylor Lautner) and Lavagirl (Taylor Dooley), who have come to enlist Max's aid in saving Planet Drool from a "Darkness" which encroaches upon it. Neither of them denies that they are Max's creations: Lavagirl, when describing Planet Drool, remarks "You should know, Max; you made it up". The three travel to Planet Drool, where it is revealed that Max's dreamworld has become a garish nightmare. After rescuing some children from a never-ending roller coaster, they confront the sadistic Mr. Electric, a now corrupt operator of the planet's electrical support, who overpowers them and sends them down the "Passage of Time" to the Dream Graveyard. There, Sharkboy and Lavagirl urge Max to dream, believing his imagination to be of great power; but Max is uncertain of how to proceed. Among the useless or forsaken dreams lying derelict in the Graveyard, Max discovers Tobor, a sapient, android robot Max once tried to build. Tobor advises them to catch the Train of Thought to a place of safety, allowing them to ride on his disembodied eyes and mouth, the only parts of his body he can still move. After they crash the Train of Thought in the Land of Milk and Cookies, Max is able to dream without the corrupting influence of the Darkness, abetted by some off-key singing by Lavagirl and a much better performance by Sharkboy. When they are attacked by Mr. Electric's seekers, the "plughounds", Max is able to dream up a banana split boat so that they are able to escape down the Stream of Consciousness. Here, Max reveals that they may try to obtain a thing called the Crystal Heart from its owner, the Ice Princess. In the Land of Ice, they must cross a long, narrow ice bridge. Lavagirl, whose heat threatens to melt the bridge if she is awake, attempts to sleepwalk across it. Mr. Electric ambushes them on the Ice Palace's side of the bridge. They are taken to the Dream Lair, the source of the planet's life, where they discover that Linus, who now styles himself Minus, has been empowered by Max's corrupted Dream Journal and now stands poised to destroy the world recorded within it. They manage to escape when Lavagirl encourages some tiny, bubble-like, soothing dream-creatures called Lalas to sing at a frequency which provokes Sharkboy into tearing apart the cage holding them captive. They reclaim the Dream Journal, but it burns to ashes in Lavagirl's overeager hands. Shattered, she fervently laments her tendency towards destruction, and fears that she is inherently evil. She angrily questions Max as to why he made her of lava and paired her with Sharkboy, claiming that, like Max's parents, they are incompatible. They return to the Ice Castle, where the Ice Princess, who more than slightly resembles his fellow-student Marissa, agrees to lend him the Heart, on conditions imposed by her father the Ice Guardian. Under the imposed conditions, Max must hold the Crystal Heart until death parts them. As they journey back, Mr. Electric challenges Sharkboy, who is then rendered insentient by electric eels. Spurning Max's warnings, Lavagirl sacrifices herself to rescue him. Max, grief-stricken, wonders what to do, whereupon Tobor's face appears like a helpful djinn and offers counsel. The two converse; concluding that Max should "dream a better dream", having hitherto only dreamed for himself, on purpose to escape from rather than improve on his real world. When Tobor has gone, Sharkboy wakes and is aghast to see Lavagirl in her state of near-death. Wishing to save her, Sharkboy carries her to an active volcano and throws her into its crater, while Max imagines that her nature is that of light, the most "positive" thing to emerge from sources of heat. She is immediately revived, whereupon her power manifests itself as a light that burns away the Darkness. Max, now in full possession of his power to dream, thaws the ocean for Sharkboy, who, aided by several mako sharks, pins Mr. Electric down. Max and Linus then duel, using escalating manifestations of thought to defeat each other, until Max realizes that at some time in the past, someone broke Linus' own dreams, with the result that Linus seeks to destroy everything that reminds him of what he has lost. Max offers him his friendship, and Linus accepts. Lavagirl and Sharkboy join the reconciled Max and Linus at the Dream Lair, each one elated at having achieved their respective ambitions; Lavagirl at having her nature as a light revealed and Sharkboy at his new status as King of the Ocean. Mr. Electric, who has becomes addicted to evil, sets off to kill Max, who is actually dreaming on Earth. Max reluctantly returns to his waking life, where Mr. Electric has stirred the local weather into a tornado, which sweeps up Max's parents as they attempt to rescue their son. During the struggle to avoid losing contact with each other, Max's parents realize that their affection for each other exists in spite of their recent quarrels. They are rescued by Sharkboy and Lavagirl. Mr. Electric, meanwhile, menaces Max and his classmates, on which occasion Mr. Electricidad urges the students to think of a plan by which to defeat Mr. Electric. Linus, having tried and failed to do so in single combat, suggests that Mr. Electric be frozen. Max, remembering that he has the Crystal Heart, gives it to Marissa, who being the Earthly version of the Ice Princess has the ability to use it. She confidently strides out into the windstorm (overriding her father's objections) and uses the Crystal Heart to change Mr. Electric into unseasonal snow. Mr. Electricidad, having learned "as much from his students as the students learn from him", thanks Max for having "awakened" him. Subsequently, Max reveals to the class that Sharkboy, now king of the ocean, travels in search of his father and cares for the ocean's creatures while above him Lavagirl tends to the volcanoes that originate on the ocean floor. They no longer visit Max, though he may visit them in his dreams. In the world of reality, Max finally builds Tobor.
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