After a tiring lesson of horseback riding, Sunni witnesses an ugly witch named Marzipan banished from an adjacent kingdom at the Dunwyn border. After disposing of a kitchen ingredient that reveals her true self, the witch transforms herself into a beautiful lady who enchants all of Dunwyn, including Calla, who now does not want Sunni as a friend, and King Gregor, whom Marzipan intends to marry to steal his fortune.
- At the near end of the episode, the witch says while being dragged, "I'll get you and your little pig too!" to Princess Calla. The line she says is similar to what the Wicked Witch of the West said to Dorothy in the 1939 movie The Wizard of Oz.