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Mr Benn and his partner in a balloon race outwit the cheating Baron Bartrum, who ends up becoming the victim of his own scheme.
The circus people are due to perform at a town on the other side of a fast-flowing river, but there is no bridge. Mr Benn suggests that they all work together to build a bridge.
Mr Benn is asked by a Queen to change her husband's appearance, feeling he is not Kingly enough. However, the spells cast by Mr Benn do not turn out as expected, and Mr Benn eventually convinces the Queen that how the King looks is not important.