There is no longer anything the girls can do. After agonizing over finding something they can do, they decide to consult with the Queen of Fairy Land. The girls have obtained all three items to make the Special Dress. However, having revealed Lil' Pri's identity to their classmates, they can no longer become Lil' Pri. Chaos spreads through the human world as people slowly forget the fairy tales. There is no longer anything the girls can do. After agonizing over finding something they can do, they decide to consult with the Queen of Fairy Land. Thinking that they need to get to the queen as soon as possible, they start to head for Fairy Land when a giant tear opens in the sky and the queen's castle comes falling through it. The people watch nervously. The characters from Fairy Land become greatly panicked as things get even worse for the human world. The girls, figuring they should see the queen, head for the castle in the human world.

Ringo and the girls have come to the castle of the emperor with no clothes to find the last tool to make the special dress, the Rainbow Cloth. Saotome and other classmates are also at the castle, doing research on characters of Fairy Land for homework assigned by Mr. Atsui. After meeting everyone, the girls immediately meet the naked emperor and ask for the Rainbow Cloth. However, he rejects them saying he can't. The Rainbow Cloth has been used to make a shirt, his favorite shirt which he says he is currently wearing and is showing off. However, Ringo and the girls only see a naked emperor, no matter what. Will the girls be able to obtain the Rainbow cloth?

The girls have come to One-Inch Boy's village in Fairy Land. However, they and the entire village was swallowed up by a tear and dropped into the human world. It turns out that tears are appearing all over Fairy Land and the lands of various fairy tales have fallen to the human world. As a result, many characters have fallen to the human world and are on the verge of causing a panic in the human world. Meanwhile, having gotten the Golden Needle at One-Inch Boy's village, the girls have come to the Elves' Shoe Shop to get the Thread of Light. The girls ask for the Thread of Light, but the elves are too busy with work and can't take care of the worm that creates the thread, Imotan. The girls, who want the Thread of Light no matter what, try to obtain the thread by taking care of Imotan themselves...

The Witch finds out that the girls are Lil' Pri and attacks them with magic. She plans on defeating Lil' Pri and becoming the most beautiful in the land. Under attack, the girls manage to escape to Fairy Land with the Queen's assistance. However, because the witch has come to the human world, many odd things are happening around Fairy Land. At this rate, Fairy Land will disappear. The Queen asks the girls to search for the Special Dress. If Lil' Pri, with their increased Princess Power, wear that dress, Fairy Land will be saved. To make the Special Dress, the Golden Needle, the Thread of Light, and the Rainbow Cloth are needed. Hearing this, the girls head straight to One-Inch Boy's village to find the Golden Needle.

Wish suddenly announces that he's retiring from being an idol. His sudden announcement surprises both his fans and the girls. The girls go to Chris to ask why he's retiring, but Chris seems odd somehow. They repeatedly try to talk to him, but Chris won't answer. The girls become anxious, wondering what happened to Chris, when Vivi comes and tells them the secret Chris has been keeping from Lil' Pri. Knowing he accepted his destiny for them, the girls head to the concert hall where Wish's fans wait, saddened by his retirement. Meanwhile, Vivi runs into the Witch at her mistress's house. Without knowing the Witch is tricking her, Vivi completely believes her. The Witch successfully deceives Vivi and is finally headed to the human world...

Otohime and Urashima Taro fall into the human world from Fairy Land. Otohime, who loves hospitality, begins serving various extravagant foods in an effort to please people. The girls try to get Otohime to return to Fairy Land, but neither Otohime nor Urashima Taro will listen. Furthermore, Otohime has become a fan of Wish and says she wants to give him Valentine's chocolate at his Valentine's concert. However, Otohime's handmade chocolate is very strange chocolate that causes the person who eats it grow old. Not listening to the girls trying to stop her, Otohime goes to the concert hall. The girls also head to the concert hall to try to stop Otohime, but they don't make it in time and everyone has become elderly. And on top of that, even Wish eats the chocolate...

After getting Natsuki hurt when a small dog barks at them, Ryoku questions if he is useless to Natsuki and gets depressed. Moping by himself, Ryoku finds a partitioning screen in Natsuki's house which has a powerful dragon and a tiger drawn on it. According to Natsuki's grandfather, the dragon and tiger are said to have been rivals, fighting for the position of the strongest in the world since olden times. Hearing that, Ryoku is determined to become a powerful dragon that can protect Natsuki and begins to train. However, the next day, upon hearing a loud noise from the room with the screen, they take a look and find a huge hole where the tiger was. Natsuki and Ryoku both find this strange. Truth is, there is a legend that the tiger drawn on the screen sometimes jumps from the screen and prowls around.

Ringo has gone skating with her family. Watching her seven brothers and Sei skate, Ringo also skates around at full speed. But while looking away, she is about to collide with the wall when a girl gallantly appears and saves her at the last second. Ringo tries to thank the girl, but the girl is the idol of the figure skating world, Karen, who skates away in a hurry. That afternoon, Ringo and Sei are eating lunch by the by the lake when a swan suddenly appears and steals their lunch. Ringo and Sei chase after the swan. As Ringo and Sei run along the bank of the lake, they spot a depressed looking Karen watching the swans.

Chris tells the girls that Little Red Riding Hood is in the human world. They quickly find her, but she becomes hungry and unable to move in no time. That is when Yamamori Azuki, a highschool student, passes by carrying a large paper bag. Azuki's younger sister, Yamamori Botan, goes to the same kindergarten as Ringo's brothers. Seeing the famished Little Red Riding Hood, Azuki takes a hamburger out of her bag. Little Red Riding Hood is overjoyed at the deliciousness of her first hamburger. She wants to do something in return for Azuki and is asked to help set up for her little sister's birthday party. Meanwhile, in Fairy Land, the Big Bad Wolf is searching for Little Red Riding Hood...

The Queen of Fairy Land tells the girls she wants to hear their new song. According to the queen, now that the girls' Princess Power has increased, they should be able to find a new song in Fairy Land. The girls bid farewell to the queen and go off searching Fairy Land for the song. They go all over Fairy Land, but are unable to find it. The girls' vain efforts leave them completely exhausted. This is when Roo passes by carrying a bucket, a shovel, and lots of other things. Apparently Roo is on her way to tend to the flower garden. But with a huge pile of things, Roo is unstable and flying dangerously. Seeing this, the girls want to help Roo. But they also have to search for their song...

Ringo and the others have come to Fairy Land. However, something seems different from normal. It turns out there is a Countdown Party at the Queen's Castle today. In Fairy Land, they hold a giant party to welcome to the new year as it only begins after Ikkuru and Kukkuru, the fairy of the year past and the fairy of the coming year, join hands. After greeting the girls, the Queen takes them to visit Ikkuru. Upon arriving at Ikkuru's room, the girls are shocked. The furnishings in Ikkuru's room are strewn everywhere and it is littered with junk while Ikkuru is sprawled out and looking bored. It seems the state of the room is causing Ikkuru to sulk. The Queen tells the girls that in this state, Ikkuru might not show up at the Countdown Party.

Ringo, Leila, and Natsuki have come to the Hanasaki Shopping District, where they are preparing for Christmas. At the Shopping District, there is an old man in a Santa suit handing out fliers for the Christmas sale. His name is Ono Santarou and during the Christmas season, he hands out candy to children, does funny dances, and makes gags. His performance is enjoyed by the kids and he's really popular. The girls looked forward to seeing him every year as well. During the performance, there is a boy watching Santarou from the edge of the Shopping District.. This boy is his grandson, Ono Yukio. He is spotted by the girls who call out to him, but he runs away. It seems that for some reason, Yukio thinks poorly of Santarou being Santa Claus...

One day, Ringo wakes up and notices her Ma-Pet, Sei, is gone. Ringo talks with Leila and Natsuki who say that Dai and Ryoku have been gone since morning too. The girls walk around the town searching for the Ma-Pets, but are unable to find them. They think back and wonder if they had done something wrong. Sei was crushed when Ringo rolled over in her sleep, Dai's crackers were taken away by Leila, and Ryoku was thrown out of the room by Natsuki for being fussy... so many possibilities come to mind. Worried, the girls go to ask Chris. Meanwhile, the Ma-Pets are walking around Hanasaki in their Halloween costume. It seems the Ma-Pets have some reason for doing this...

After school, Ringo, Leila, and Natsuki are talking with their classmates about Mr. Atsui's assignment, an essay about their dreams. The others are excited as they each talk about dreams such as wanting to be a pro soccer player or taking over the world. However, Okada silently listens to everyone. When Leila asks Okada what his dream is, he says it's nothing big and laughs it off, but it seems Okada has a dream he wants to come true as well. While walking home that day, Okada spots an old lamp on the ground. Okada stares at the strange lamp and decides to rub it a little. Suddenly, the lamp glows and from inside the lamp, the genie Alijiji comes flying out! Alijiji tells the shocked Okada that he will grant three of his master's wishes.