In 1945, a military plane arrives in Las Vegas to  reunite World War II veterans with their families.   As the civilians excitedly greet the soldiers,  Mrs. Harris searches the crowd for her son, Frank.   Not long, she sees Frank walking toward her. Frank  smiles and greets his mother with a warm hug.   When Frank gets home, he surprises his mother  with a motorbike he won in a poker game in Italy.   Frank decides to take his mother on  a joy ride in his new motorcycle.   As they approach an intersection, a  drunk driver hits them with his vehicle. Frank survives the collision,  but it gives him a war flashback.   Soon, Frank sees his mother lying dead on the  ground. 








When the police and ambulance arrive,   Frank still seems disoriented. Frank  tries to stop the paramedics from taking   his mother's body away, but he suddenly  gets transported to a strange dimension. A doodle named Doc Vincent Whiskers stares at  the portal in confusion and tells Frank that   his spike is supposed to bring him to the real  world instead of bringing Frank into theirs.   Whiskers reveals that Frank traveled to  a place called Cool World. Frank thinks   he's just imagining them, so Whiskers assures  Frank that he and his associates are real, and   he's been looking for a way to travel to the real  world for a long time. After introducing himself,   Whiskers hints that Frank could watch over Cool  World while he explores the other dimension. Decades later, cartoonist Jack Deebs sketches an  alluring character named Holli Would in prison.   He tells the doodle that he's finally leaving  prison the next day, and he wouldn't have made   it without her. Suddenly, Holli emerges from  the paper and entices Jack to come to her.   Before long, Jack finds himself  falling into the world of doodles.   When he lands, he sees Holli dancing  provocatively in front of him.   Jack reaches out to touch Holli, but he  suddenly gets pulled back into the real world. Frank, now a detective in Cool World, visits  Holli at home to investigate a rumor that a noid,   a slang that doodles use to refer to humans,  was at the club the previous night to see her.   Holli contends that the incident was unexceptional  and notes that it was just a mind slip.   Holli then shows Frank her small  collection of memorabilia of Las Vegas.   She tells him about a doodle named Vegas  Vinnie, who supposedly crossed over to   the real world and became the owner of  the Union Plaza Hotel. Frank, however,   asserts that Vegas Vinnie's exploits are just  stories that doodle parents tell their children. Holli argues that the stories could be true  because Frank successfully crossed over to   Cool World. She asks Frank for help to get to  the other dimension, but Frank tells her that   there will be no one crossing over as long as  he's around. Holli desires to become a noid   because she wants to feel like they do when they  make love. When she tells Frank that she will ask   Jack for help in crossing over, Frank warns Holli  of the consequences of going ahead with her plan. Jack soon leaves prison and  returns to his home in Las Vegas.   When he stops by a comic book shop that night,  the clerk recognizes him as the creator of the   Cool World comic book and tells him  that his work inspired many people.   As he signs autographs for his fans,  a man taunts him by asking if he would   write a comic book about the time he murdered  a man after finding him in bed with his wife. Later at home, Jack suddenly gets transported into  Cool World after hearing Holli call out to him.   Meanwhile, a bunny wins a dice game  against Slash, one of Holli's goons.   However, Slash cheats and threatens to kill the  bunny if he doesn't pay. The bunny escapes when   Slash is distracted by Jack's arrival. Slash and  his cohorts harass Jack and tell him that he's in   Cool World because he lost his mind. Soon, Holli  arrives and welcomes him to the world of doodles.   As Jack stares at Holli in amazement, he surmises  that he can erase her since he created her,   but Holli is confident that Jack wouldn't  do it because he wants to be with her. The bunny soon reports Slash to the police for  cheating on dice, so the cops go after him.   Back on the streets, Holli assures Jack that he's  not dreaming by burning his hand with a cigarette.   Not long, Holli hears the police sirens, so  she flees with Jack and her goons in her car.   The cops chase after them, so Slash  distracts them by urinating on them.   Holli loses the police after  they collide with a train. Elsewhere, Frank takes his  girlfriend, Lonette, out on a date.   However, his partner Nails informs him that Jack  is in Cool World with Holly. Frank realizes that   Jack did not cross over from a dream, so he  decides to postpone their date and find Holli. When Holli and Jack arrive at the club, Frank  is already waiting for them. Frank immediately   confronts Jack and takes his fountain pen. Jack  is perplexed to see Frank because he is not one   of his creations. He explains that he draws Cool  World from his visions, but Frank contends it   can exist without him. Frank notes that the  fountain pen can be dangerous in Cool World.   He demonstrates it by using it to absorb a  beverage and shoot it into Nails' mouth. Frank   then tells Jack that it's against the law for  noids to make love with doodles. Holli has been   seducing every noid she meets, but no one is crazy  enough to get involved with her. Frank returns   Jack's fountain pen and tells him to leave. Not  long, Jack finds himself back in the real world. When Frank goes home, he asks Lonette if she heard  something about Holli, but Lonette tells him that   she doesn't pay attention to anything Holli  does. Lonette kisses Frank to help him relax,   but Frank stops her because he can't make  love to her. Lonette asks Frank if he ever   thought about going back to the real world  to do it, but Frank doesn't have anyone like   Lonette there. Lonette tells Frank to pretend  to make love to her, but Nails interrupts them. That night, Jack returns to Cool World after  hearing Holli's voice. He ends up on a stage   where he comes across Holli's goons. Frank  and Nails go to Holli's apartment, but the   doodle door wouldn't let them in, so they climb up  through the window. Upon reaching the apartment,   Frank warns Holli to stay away from Jack. Holli  tells Frank that she's annoyed when she sees   him because he can return to the real world,  but he wouldn't do it because he's afraid. Soon, Slash and the goons take Jack to Holli's  apartment. The door notes that Jack has an   appointment, so it allows him to go in, but  not Holli's goons. When Jack reaches Holli's   apartment, she immediately seduces him. Jack  expresses his reluctance to sleep with her   because of Frank's warning, but Holli convinces  him to break the rules. Outside the apartment,   Slash and the goons start stacking up  objects so that they can watch Holli   and Jack through the window. After  making love, Holli turns into a noid. Meanwhile, Frank goes to the club where Lonette  works to make up for postponing their date.   Later on, an informant named Sparks calls  Nails to tell him that Holli and Jack made   love and they're about to cross over to the real  world. Nails immediately calls Frank but decides   not to tell him what happened upon learning  that he's enjoying his time with Lonette. Back in the apartment, Holli looks at herself  in the mirror in astonishment. As she prepares   to leave for the real world, Jack suggests  staying in Cool World instead. However,   Holli wants to experience everything in the real  world with him. As Holli embraces him, she steals   Jack's fountain pen and hides it in her sleeve.  While Holli says goodbye to her goons, Nails   arrives to stop her from leaving, but Holli takes  out the fountain pen and uses it to absorb Nails. Holli then returns to her apartment to tell  Jack that she's ready to leave Cool World.   Soon, Jack finds himself in his house  with Holli. His neighbor, Jennifer Malley,   and her mother, Isabelle, hear the disturbance  caused by Jack's arrival, so they investigate.   When they enter his house, Jack introduces them  to Holli, who behaves strangely because it's her   first time in the real world. They soon leave  after seeing that nothing is wrong with Jack. In Cool World, Frank learns about  his partner's disappearance,   so he meets with Sparks and investigates the  last place Nails was seen. Frank holds Jack   responsible, but Sparks discloses that Holli was  the one who trapped nails in the fountain pen.   He then tells Frank that Holli turned  into a noid after sleeping with Jack. When Jack takes Holli to a bar, she can't help  but gawk at the men in the room. Not long, Holli   steps on the stage and asks a man to make love to  her. Jack yells out that Holli is with him to keep   other men away from her, but a bouncer throws him  out of the bar. In his frustration, Jack grabs the   bouncer's face and pushes him away. Jack notices  a strange light coming out of his hand when he   calms down. The light soon disappears, but he  turns into a doodle momentarily while attempting   to get inside his car. Inside the bar, Holli  performs a seductive song to captivate the men. In Cool World, Frank prepares to  cross over to confront Holli and Jack.   Lonette fears Frank will leave her, so Frank tells  her that he's not enthusiastic about crossing   over. He doesn't want to return to the real  world because of loneliness and fear of death,   but he has to get Holli back because she could  destroy both the real world and the Cool World. Holli starts switching between her doodle form  and her human body while performing on stage,   so she immediately leaves the bar to find  Jack. She asks Jack what's happening,   but Jack is just as confused as she is. Soon, Frank kisses Lonette goodbye to find Holli.   As he crosses over, Frank remembers  the day that his mother died. On the road, Jack drives erratically as  he abruptly switches from doodle to human.   Holli suddenly remembers an artifact  called the Spike of Power and tells   Jack that it could heal her. She notes that  Vegas Vinnie put the spike on top of a casino.   Holli wants to find it, but Jack doubts that the  spike exists. Holli is determined to find it,   so she kicks Jack in the face and grabs the  wheel before throwing him out of the car. Soon, Frank reaches the real world and finds  himself in Jack's house. When Jack arrives,   Frank criticizes him for ignoring his advice and  giving in to his urges. Frank is alarmed to see   Jack switching from a human to a doodle. Jack  points out that it's happening to Holli too.   Jennifer suddenly barges in to check on Jack  because she saw flickering lights in the house   a few moments ago. Jack discloses that Holli is  searching for the Union Plaza to find Vinnie.   Since Holli took Jack's car, Frank asks Jennifer  to drive them to the hotel using her mom's car. When Holli arrives at the hotel, she tells  the valet that she's there to meet Vinnie.   But the valet claims that there's  no one there by that name,   so Holli goes inside the  casino to ask the gamblers. Frank tells Jennifer and Jack that  Vegas Vinnie is based on the doctor   he met when he crossed over to Cool  World. Not long after he crossed over,   he and the doctor mapped out the tunnels  between the real world and Cool World.   They soon realized that the tunnels could  disrupt the balance and destroy both universes. Holli soon gets thrown out of the  casino because she has no money.   Not long, a small man in a trenchcoat  and a hat approaches her and sees her   switching from a doodle back to a human.  When he tells Holli that she won't find   what she's looking for at the hotel, she gets  suspicious that he knows something about her.   Holli grabs the man and shakes him repeatedly  to compel him to disclose everything he knows.   When he falls out of the trenchcoat,  Holli discovers that the man is a doodle. The man tells Holli that he's known  as Doctor Whiskers back in Cool World.   He once touched the spike of power, but he  couldn't hold on to it. Whiskers advises Holli   against touching the spike, but she's convinced  that it can make her real, so she takes out the   fountain pen and tries to attack him. As Whiskers  struggle to get away from her, Frank, Jack,   and Jennifer arrive. Holli soon pricks Whiskers  with the pen, causing him to break into pieces. Holli runs to the hotel's rear  entrance to get to the rooftop.   Jack tries to chase her, but Frank convinces  him to stay behind to help Whiskers.   Frank chases after Holli on his own and  catches up as they get close to the rooftop.   Frank grabs Holli's jacket, but he staggers over  the railing of the stairs when Holli takes it off.   He manages to hang on to the railing  even though Holli pushes him down. As Holli starts to switch between  her human and doodle form,   she enters a hotel room through the wall.  When Frank enters the room, she tries to   go through another wall, but she bounces off  because she's not transforming into a doodle. On the street, Jennifer and Jack put Whiskers  back together. At that exact moment, Holli tries   to reach the spike through the balcony. She  soon realizes that she can't reach the top,   so she asks Frank for help. When Frank reaches  her, Holli pushes him off the balcony as she   turns into a doodle. Jennifer and Whiskers  scream upon seeing Frank fall to his death.   The fountain pen falls out of Holli's sleeve  and lands on the sidewalk not far from Frank. Holli continues climbing until she reaches the  rooftop. Whiskers tell Jack that it's time to   correct his mistake, so when Jack starts turning  to a doodle, he uses his elongated hands to   reach the rooftop. Jack gets to the roof, but he  isn't able to stop Holli from grabbing the spike.   Ghastly doodles emerge after Holli  pulls the spike out of its place.   When Jack reaches Holli, he suddenly  transforms into a doodle of a superhero.   Holli, who has also turned back into her original  doodle form, doesn't want anything to do with him,   so she kicks him in the groin. As Holli  flees with other monstrous doodles,   Jack sees the spike falling from the top of  the building, so he catches it with his feet. Soon, the doodles begin terrorizing gamblers and  pedestrians. People start turning into cartoons   the moment the doodles possess them. Jack attempts  to plug the portal with the spike, but the doodles   do everything to stop him. Soon, Nails emerges  from the fountain pen and finds Frank's dead body.   Above them, Jack struggles to fight against  the doodles as he attempts to plug the hole.   Holli arrives and seduces him. She tries  to convince Jack to give her the spike   so they can stay in the real world, but Jack  realizes that she's tricking him. Jack runs on   top of floating doodles and plunges to the  hotel to put the spike back in its place. Not long, every doodle that came out of the  portal gets pulled back into Cool World.   Everything returns to normal in the real world,   but Jennifer gets concerned when she realizes  Jack has disappeared. Whiskers comforts her   by noting that Jack might still be alive  because the spike could have protected him.   Soon, Whiskers and Nails return to Cool  World to take Frank's body back to Lonette. Upon seeing Frank's body, Lonette weeps  in anguish. Nails tells Lonette that Holli   pushed him off a building. When Nails reveals  that Holli was a doodle when she killed Frank,   Lonette reminds him that noids turn  into doodles in Cool World after they   get killed by other doodles. Not long, Frank  turns into a doodle and comes back to life. Later that evening, Lonette flirts with  Frank as she prepares to make love to him.   Nails suddenly interrupts them and  tells Frank they must go on duty,   but he flees when Lonette starts  throwing kitchenware at him.   Elsewhere in Cool World, Jack starts making plans  to spend the rest of his life with Holli. However,   Holli is not excited about the idea because  she is still miffed that she never became real.