After making prank calls on Star's magic mirror, Marco, Alfonzo, Ferguson, and Star must go to Pixtopia: Land Of The Pixies and pay the bill. When they can't pay it, they are forced to work in a mine shaft. The Pixie Empress flirts with Ferguson.

Marco discovers that Star has been "sleep spelling", that is, casting spells when sleepwalking. He tries psychology to try to treat her.