Queen Thistle reads the children a story about the stars, and they all wonder where the stars go in the daytime. They can’t find the answer in the magic books in the castle, so go instead to the Wise Old Elf in the Great Elf Library. / Ben and Holly meet a new friend, Betty Caterpillar, but she is sad that she can’t join in their games because she can’t fly. King Thistle tells them that they can feed her lots of food to help her, but Holly thinks that Betty is getting so fat she will not be able to fly, until she turns into a beautiful butterfly.

Holly is left in charge when King and Queen Thistle go away, but ruling isn't as easy as it looks. // Ben and Holly discover that Nanny Plum is a tooth fairy, and head out with her, but they're shocked when they see the little girl they're visiting.

Mr Elf demonstrates why it takes so long to make flour, but Nanny Plum refuses to wait, and uses magic to speed up the elf windmill. Holly and her parents try to impress Snobby King and Queen Marigold with help from the elf band.

Things start to go missing all over the kingdom, and Ben & Holly realise that ants are stealing their possessions. // Barnaby Elf's uncle Redbeard has lost all his treasure, prompting Holly & Ben to follow the clues in an effort to track it down.

Holly takes frogspawn home to look after, but is shocked the following morning to discover it has turned into tadpoles. // The children visit the Big Farm to find out where milk comes from.

Queen Thistle decides to take a day off, so Holly, Ben, Nanny and the King have to look after the naughty twins Daisy and Poppy for the day. But even all the Elves in the Little Kingdom can’t help them keep the twins out of trouble. / Nanny Plum takes the Fairy children for a Nature Class in the woods, and bumps into the Wise Old Elf who is teaching a Nature Class to the Elf children. The children ask the adults to team up, but when there are no frogs at the pond to show the children, Nanny Plum decides to magic herself into one.