Wanting to be the most beautiful in Fairyland, the Witch attempts to attack Lil'Pri. Under the attack, the girls manage to escape to Fairyland with the Queen's assistance. However, because the witch has come to the human world, many odd things are happening around Fairyland, which is a sign that Fairyland will disappear. The Queen says that the girls must wear the Special Dress with their increased Princess Power to save Fairyland...