Phobos and Cedric start a rumour about the Seal of Phobos to trap Caleb with a sand monster called Sandpit. He tries to find out whether or not there is a spy in the castle. In the B-story, the W.I.T.C.H do a performance at the school, but after discovering Caleb is in danger, they create Astral Drops. After the real girls leave, the Astral Drops ruin the performance.

While trying to capture the feeling of the Middle Ages at the art museum for their school carnival, Will, Taranee, Cornelia, and Hay Lin get sucked into the painting they are studying. Unbeknownst to the girls, Phobos knows they are trapped and sends Frost the Hunter after them. The girls escape with the help of Elias Van Dahl, the imprisoned artist of the painting. Irma, Caleb and Blunk have to stall for time at the Medieval Carnival and figure out how to get the girls back to Heatherfield. Cedric and his goon platoon enter the painting to get the Heart of Kandrakar and Hay Lin paints furiously to get away. Irma and Caleb rescue the girls from the painting salvage the school carnival thanks to the number of people they brought back with them from the painting.