The bees capture the Flutter ponies and put them in a honeycomb prison.

Rose Dust has lost hope in saving Flutter Valley and her people but Megan and the little ponies plan to prove her wrong. Through smartness, kindness and courage Megan and the little ponies stop the witches and befriend the hive.

There's a menacing ghost inside Paradise Estate! The ghost turns out to be a shape-shifter named Pluma, who has come to reclaim half of an amulet that is buried underneath Paradise Estate. She's been forced to find the amulet by Squirk, who has kidnapped her grandfather until she can bring the amulet to him. Once Squirk has both halves of the amulet, he will be able to use his powers to flood Ponyland.

Megan and Molly defend the little ponies against the ghost but its no use. Nobody can catch the ghost. The little ponies, Megan and her siblings must catch the ghost of Paradise Estate.

Paradise Estate is partially restored, and the Ponies help the mysterious creature battle Squirk the Evil Octopus.

The ghost drives the little ponies out of their home.