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A teacher on a quest to help his class change their attitudes gives them what seems like an impossible mission. This mission requires them to enlist the help of their three new classmates Iken, Willa and Imus to help them overcome this feat, before Mr.Hill returns. The Gnats must help their classmates change their words, their will and develop winning ways to succeed at this mission. Will they complete this mission? Will the class ever finish? Will they have enough time?