1969: When a reporter goes to a nursing home for comments on the moon landing from people who have lived before there was powered flight. One of the old ladies scoffs with a "Been there, done that" comment. She tells the young writer about a time in the 1880s, with her friend Penelope, whose Uncle Milos was the greatest inventor of or any time. Chased through the clouds by an evil tyrant, young Penelope Stark applies her own incredibly inventive mind to finding her Uncle Milos, and unraveling the secret of the Technopoetic League.