Ben and Holly like to play with Gaston the ladybird. One morning when they come to his cave the find it empty and moreover it's absolutely filthy. Thinking it will cheer up Gaston they clean up the cave. But when Gaston comes back from his morning walk they realise it was a mistake.
Holly goes to the elf farm with Ben and Mr Elf to collect an egg for the king's breakfast. While they are there, however, a huge chicken escapes and runs amok throughout Little Kingdom!
Holly and her friends must stay in the courtyard and play with Daisy and Poppy. All is fine until the twins borrow a magic wand, escape from the castle and turn the whole kingdom into rabbits, frogs and birds.
Holly joins Ben and his family on a trip to the seaside. Holly must use magic to rescue herself and Ben when the tide comes in and they are stuck in their castle.
After Queen Thistle reads the children a story about the stars, they wonder where stars go in the daytime. When they cannot find the answer in the castle's magic books, Ben and Holly pay a visit to the Wise Old Elf.
Ben and Holly make a new caterpillar friend, but she is sad that she cannot fly. King Thistle says that feeding Betty will do the trick, and before long she turns from chubby caterpillar to beautiful butterfly!
The duo discover that Nanny Plum is a tooth fairy by night, and head out on the job with her, but they receive a shock when they catch sight of the little girl they are visiting.
