Animated numbers solve real world mathematical problems, with help from real children. Numbers 5 and 2 are playing with the Jump Pad when Agent 18 calls in - he is upside down. So are a boy's car and a girl's paintbrush, and a doorman has inverted trousers, glasses and hat. 4 goes to help, but he is turned upside down by Spooky Spoon and can't control the Brain Gain, so Numberjack 8 (who is much the same both ways up) flies out to help. Numberjack 1 helps out with the Brain Gain, Spooky is turned upside down herself, and all is well.