Three friends visit a fairy-tale town, where they meet Helena. After helping to defeat a monster, they team up to keep magic forces at bay and maintain peace in the real world.

The Girls must stop the Mouse King's advisor's evil plan and send the Mouse King back to the moon.

Jimmy the Genie escapes from an arcade machine and plunges Fableton into chaos by causing the town's folk to burst into dance. The fairies challenge him to a dance-off to restore peace to the town.

The town's folk hurry to see the famous Puppeteer's concert. While they are all there, his minions steal the town's magic creatures so the girls must stop them and give a fantastic performance on stage.

Mary finds a magic cactus that grants her 33 wishes so she uses them all to tweak the girl's performance. However, after the play, Helena, Snowy and Valery turn into Christmas Tree toys. Mary must act quickly.

Elizabeth Wise comes to inspect after the Phantom escapes from prison, but Cat shows her that everything is under control. Moments after she leaves, the real Elizabeth arrives.