Zach, Poppy and Alice have been friends since they were little kids. Now 12 and in junior high, they still love to play their favorite game. It involves various dolls and action figures and the fantastic stories they all help to create. Zach fears his teammates on the basketball team will tease him if they find out he still plays with dolls, but he loves the adventures that he and his friends make up. His favorite character is the pirate captain, William the Blade. Alice favors her funny thief character, Lady Jaye, while Poppy just loves to create stories that center around the dread Great Queen, an antique china doll that never leaves the glass case in Poppy's house. Poppy's mother found the doll at a tag sale and plans on getting it appraised someday. She hopes the doll will be worth a fortune and forbids Poppy and her friends from playing with it. Poppy swears that one time her sister sat up in the middle of the night and cried that if the doll ever got out of the case she'd come after them. In the morning, her sister remembered nothing, but Poppy and her friends became convinced that the doll is haunted.
One day Zach comes home from school to find that his father has thrown all of his action figures into the garbage. Already angry with his father for leaving the family years ago and now trying to re-establish his connection to them, Zach is livid. His father assures Zach that he did it for his own good because a boy his age will be bullied if his friends discover he still plays with dolls. His father tries to get the dolls back from the dump but it's no use. They're gone forever.
Zach can't admit to Poppy or Alice what happened, afraid that his anger at the situation will consume him if he says anything. Instead, he tells them that he doesn't want to play anymore. In fact, he doesn't want Poppy to even talk about the game. Poppy tries to bribe Zach to continue the game by offering to take the Great Queen out of the locked cabinet, but he refuses.
Several days later, Alice and Poppy sneak into Zach's house at midnight and coax him to come outside. Poppy claims that she took the Great Queen doll out of the cabinet and then was visited by the ghost of a little girl named Eleanor Kerchner. Eleanor's father, Lukas, worked for a china manufacturer, and when she died, he went mad. He cremated her body in one of the factory's kilns and ground her bones to make a batch of bone china. He then poured it into a mold of Eleanor's favorite doll. The ghost threatens to make the children's lives miserable until they bury her in her grave so she can be at rest. Eleanor's family lived in East Liverpool, several towns from where they live. After leaving notes for their families, the children buy tickets for a bus to take them to East Liverpool.
It is after midnight when the three friends board the bus. Poppy stays awake to watch for their stop while Alice and Zach rest. Zach wakes up when Poppy makes a strange noise. An odd man has taken the seat in front of them and has turned to talk to Poppy. He touches her hair. He talks about the bus driver being possessed by aliens. When Zach tries to placate him, the man becomes even more irrational. The man says he won't talk to the blond girl with them because he doesn't trust her. He says the blond girl says she won't hurt anyone, but he believes she would, and she'd like it. Zach wonders if the man is hallucinating as none of them is blond. The man scares them so much that they get off at the next bus terminal, even though it isn't their stop. They run from the station when they think the employees are becoming suspicious of three young kids riding the bus alone in the middle of the night.
Poppy convinces her friends to continue on their quest, even though they'll have to walk to East Liverpool. It's two towns away. They can complete their quest and take the afternoon bus home as they'd originally planned. Alice makes Poppy promise that they'll catch the bus, even if they haven't found Eleanor's grave. If not, Alice's grandmother will ground her for the rest of her life. The children rest in a small park. Again, Poppy takes the first watch while the others get some rest. She sits away from them, under a tree, with the doll on her lap.
Zach dreams about Eleanor. He sees where she used to live and watches as her father makes beautiful things out of bone china. Zach sees the strict aunt who wouldn't allow Eleanor to play with any of the dolls her father had made for her. Instead, she was forced to do chores all day. When he wakes up the following morning, Zach sees that the doll is now by his head and that their little camp has been vandalized. A sleeping bag has been shredded and their food supply ruined. Poppy, who had fallen asleep on her watch, swears she didn't make the mess to try and scare her friends. Zach is too freaked out by his dream to tell the others about it, but Poppy says she dreamed that she was Eleanor and that she fell. Alice is furious with Poppy for taking them on this wild goose chase. The girls argue. Poppy tells Zach that Alice is in love with him. Zach is surprised but not unhappy about the news. They continue on with their quest, even though the girls remain angry at each other.
Later, when they stop in a diner for food, the greeter asks them if they want a table for four. They begin to wonder whether some adults are seeing a vision of Eleanor, or whether they are pretending the doll is another kid. Alice is furious at Poppy because they've failed to make it to East Liverpool for the next bus. After their meager meal, they search for a library where they hope to find a map that will tell them where the cemetery is located. The library is closed but Alice opens a basement window, and the others follow her inside. For a few hours, their quest is forgotten as they enjoy playing in the empty building. When night falls, they find some maps and Poppy discovers the graveyard they must find in the morning. Zach falls asleep and again dreams of Eleanor. He sees things through her eyes as she lies on the lawn of a huge house. She's fallen from the roof and is dying. He hears Eleanor's father say how much she looks like a doll.
The librarian finds the children in the morning and insists that they each call their parents to come pick them up. She gives them something to eat but locks them in a room so they can't leave before their parents arrive. The children realize the doll is missing and try to discover a way out of the room so they can find it. Alice crawls through the ceiling tiles and manages to get to the other side of the door. She unlocks it, and they separate to search the library before the librarian comes back with lunch. Zach goes down to the basement where he discovers a pottery exhibit.
A plaque tells the story of Lukas Kerchner who helped develop a technique to make bone china that rivaled the craftsmen of Europe. Orchid Ware, as it was known, was beautiful, but very fragile. Lukas and his partner would not give up on their craft however, even though it cost them money to create it. Lukas' daughter went missing in 1895, and he was brought up on suspicion of her murder when blood and hair were found in his office and on his leather apron.
Although Lukas never confessed to the murder, he did say his daughter was an angel that fell to the ground and became his most perfect creation. He was later executed for her death. The children know from their dreams that Lukas had nothing to do with her death. Eleanor had taken her dolls on the roof to play with them since her aunt wouldn't allow her to play with them in the house. When her aunt had come looking for her, Eleanor had slipped from the roof to her death.
Zach finds the doll in a trash can in the girl's bathroom. He hurries to meet Poppy and Alice in the prearranged spot outside of the library. They steal a couple of bikes, with the intention of returning them later, so they can make it to the cemetery before their parents arrive. Poppy insists that Eleanor told her that her grave was under a willow tree, but there are no willow trees to be found. In the tension of the moment, Zach admits to Poppy that the reason he didn't want to play the game anymore is because his father threw away his action figures. He thought it would be easier to say he didn't want to play than that he couldn't play anymore.
Zach insists they separate to search the cemetery one more time for a willow tree, but the real reason he leaves the girls is so they won't see him cry. In frustration, he sits down by one of the graves. When Poppy and Alice find him sometime later, they are shocked to see that the headstone behind him has a weeping willow carved into it. The name on the stone reads Kerchner.
While Zach digs a shallow grave, Alice gathers flowers from a nearby forest, and Poppy wraps the doll in her hoodie. They bury the doll and thank Eleanor for sending them on this quest. As they finish, they spy their relatives' cars coming to pick them up. Poppy is sad that this will be the last game they play, but Zach convinces her that although they may not be able to play like they used to, they can still make up new stories and new adventures.