Spot, along with the Helpermans' other pets, Pretty Boy and Mr. Jolly, are left with a pet-sitter when Spot accidentally sits on the remote and changes the channel to The Barry Anger Show. Anger's special guest is a "wacko" named Dr. Ivan Krank, who claims he can turn animals into human beings, who happens to be located in Sunny Southern Florida.
Believing it to be fate, Spot chases down the RV.
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Spot and Leonard meet up at a gas station. Through many quick costume changes, Spot fools Mrs. Helperman into believing that he is Scott Leadready II and that his family, en route to Sunny Southern Florida, had to return home, but he could still go with the Helpermans. Spot, Leonard, and Mrs. Helperman continue on their way to Florida, singing through all fifty states " A Whole Bunch of World ".
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Meanwhile, Pretty Boy and Mr. Jolly, back at home, see another episode of Barry Anger in which Anger reveals that Krank cannot turn animals into people, but rather into terrifying mutant creatures. They decide that they must track down Spot and stop him from being turned into a monster, but Mr. Jolly is afraid to leave the house. Pretty Boy assures him that they can be tough despite their size " Small But Mighty ".
Upon arriving in Florida, Mrs. Helperman goes directly to the Teacher of the Year finals, and Leonard is all ready to play fetch, but Spot has other ideas. He reveals to Leonard the real reason he came to Florida, to become a real boy. Leonard is skeptical, but accompanies Spot to Krank's lab, where Krank has just unsuccessfully tried to turn a frog human. He is ready to destroy his machine when Spot and Leonard show up.
Spot tells him that his machine can't work with a frog because it's a lower life form, like his other two creatures, Dennis an alligator-man and Adele a mosquito-girl , and that he needs a mammal, like a dog. Krank agrees to turn Spot human, and gives him a nickel as payment for being his test subject.
A Boy Needs A Dog (Reprise)
Krank explains that, throughout his entire life, people have mocked his ideas " I, Ivan Krank " and turns the machine on Spot. Spot wakes up to find that he is indeed human—but not a boy as he expected, but rather a fully-grown man he had forgotten to factor in dog time. Still, he is happy to be human, but the happiness quickly fades when Krank tells him that he will have to travel around with him forever to prove that Krank is not a wacko. Krank locks Leonard and "Scott" up, and hope seems lost until Ian, Krank's nephew and Leonard and Spot's classmate, shows up and sets them free.
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Krank grounds Ian and sends Dennis and Adele off to find his "dog-man". Leonard and Scott, meanwhile, are hungry, and Scott's clothes from when he was a dog disguised as a boy do not fit his adult body. Scott uses the Twilight Bark to locate the lost dog, along with her four puppies that had been born while she was lost. Now rolling in money, Leonard and Scott enjoy a day on the town.
The two lose track of time, but manage to make it back to the Wentawaygo just in time for dinner, forgetting that in place of Scott Leadready II is a stranger who Mrs. Helperman will not recognize. Helperman invites Scott in for coffee and soon begins to fall for him. Scott presents an idea to Leonard as to how they can stay together: Leonard is not okay with this; Scott is his dog, not his dad.
Scott tells him he's not his dog anymore. Finally fed up with Scott's stubbornness, Leonard disowns Scott as his Dog and he confiscates Scott's collar and tells Scott to leave him and his mother alone. Scott storms off, leaving everyone else lamenting the loss: Pretty Boy and Jolly finally make it to Florida, and Leonard tells them the whole story.
He comes to the conclusion that the only way he and Scott can be together is for him to go to Krank and have him turn him into a dog. Scott arrives moments after Leonard leaves, and after getting over the shock of seeing Spot as a human, Pretty Boy and Jolly tell him that Leonard has gone to Krank's lab. A friend needs a friend, A boy needs a dog Lyrics Reprise Scott: I know it's been said, Everyone needs someone A loyal companion, To share in life's fun For a day at the park Or a game of leap frog A friend needs a friend A boy needs a dog A small hand to shake Leonard: Wanna run a race?
For a bowl full of grub Leonard: What a funny face A face to be licked, When a tummy gets rubbed Like a mom and a dad Need their bundle of joy Both: A friend needs a friend A dog needs a boy Scott: I can't go on with just half of my heart Leonard: Nothing and no one can keep us apart Both: It's a permanent bond we can never destroy Scott: A friend needs a friend Leonard: A friend needs a friend Scott: I've got to get back to my boy!