Bone, along with his cousins, finds himself in The Valley. They're trying to stay alive after being run out of their town Boneville due to another of Phoney Bone's dodgy business plans: building an orphanage on top of a hazardous waste landfill. The three cousins then end up being separated by a plague of locusts. Fone Bone, alone and unaware that he is being followed and protected by a large red dragon, finds himself stuck due to winter.

Fone Bone soon meets up with Thorn, a young girl who he immediately falls in love with. Thorn then takes him to meet her grandmother, who breeds and trains cattle to race in the nearby town of Barrelhaven. Phoney eventually stumbles across Gran'ma Ben and is reunited with Fone Bone at Gran'ma Ben's farm. We discover that evil elements are searching for Phoney, but at this point are not told why.

Phoney, whilst arguing with everyone, learns of the big cow race and manages to find his way into Barrelhaven. He discovers Smiley Bone working at the local tavern and hatches a plan to fleece the locals out of their hard-earned dairy products through a betting sting on the upcoming race. At this time, Gran'ma Ben's farm is attacked by the evil creatures looking for Phoney Bone. After the attack, Fone Bone, Thorn and Gran'ma Ben head into town where all three of the Bone cousins are finally reunited. A joyful celebration ensues and happy times have returned, or do they?