Orion is a severely anxious 11-year-old with an extensive list of irrational fears. He journals his fears in his diary and is nervous about being rejected by his school crush, Sally, at an upcoming planetarium field trip. One night, after a sudden blackout, Orion is greeted by Dark, the embodiment of his worst fear, in his bedroom. Tired of Orion's constant complaints about him, Dark offers to take Orion on a trip to help him overcome his fears by showing him the benefits and wonders of nighttime. Along the way, it is revealed that an adult Orion is telling the story to his young daughter, Hypatia, to help with her fears.