Today the carnival is in town and Sofia is rummaging through her closet, looking for a pair of shoes to wear. Just then, James calls out to her asking if she’s ready and she replies "Almost." She finally has some shoes on but they don’t match. James tells her not to worry and quickly drags her along where they meet up with Amber. The trio are excited to be going to the carnival, especially Sofia who has never been to a carnival before. Sofia, Amber and James make it outside just in time to be told by their father that their Aunt Tilly is about to arrive, much to James and Amber’s horror. While Miranda looks forward to meeting her, James and Amber aren't. They tell Sofia that Aunt Tilly is boring, and the only exciting thing she does is bake pies. James and Amber try to talk their way out of seeing their aunt but Roland insists they stay put and be polite. A flying coach arrives at the castle and after landing with a lot of dust appears Aunt Tilly. She is delighted to see her brother Roland and Miranda. She greets James with a pinch on the cheek and mistakes Sofia for Amber and says she's grown so beautiful. She secretly tells Amber, thinking she’s Sofia, she was a funny looking baby prompting an annoyed Amber to tell her aunt she’s Amber. Sofia greets her Royally but Tilly says they are family and she is Aunt Tilly to her. After a warm greeting, the family make their way inside. Amber and James try to escape but Roland tells them the carnival can wait.
Roland tells Tilly they will be having a family dinner in honour of her visit and asks if she could bake one of her special apple pies. Aunt Tilly is delighted to but requires some apples and some Little Helpers, much to James and Amber’s shock. The twins decline to help and run away to the carnival but Sofia however, not wanting to disappoint her aunt, volunteers to help. Before going off on their adventure, Aunt Tilly searches her carpet bag for some clothes for Sofia to wear since she’s not really dressed for the occasion. She pulls out a fish bowl, a vase of flowers, a bugle and finally a pair of clothes similar to her own.
After changing her clothes, Sofia and Tilly start off on their journey. They arrive where the Arabella Orchard should be only to find out that it has moved. Sofia is confused as to how an orchard can move until Aunt Tilly tells her the Arabella Orchard are special apple trees that are always looking for the right place to grow which makes the Arabella Apples so rare and delicious. She brings out her Locus Pocus Map which is to Sofia a blank piece of paper. However, things aren't always as they seem. Following Aunt Tilly’s instructions, Sofia asks the map where the Arabella Orchid is and it magically shows the way. They must go through Melodious Meadow, across Gargantuan Gorge and then they will find the Orchard of the Arabella Apples.
They find their way to the Melodious Meadow which is a huge meadow of tall sunflowers. Once inside the meadow they quickly get lost and the flowers are too high to see over. Sofia suggests they need to see over the flowers in order to find their way out. Aunt Tilly agrees and starts searching her carpet bag. She pulls out a few juggling balls, a clock, a cup of tea until final she finds some magic jumping shoes. She gives them to Sofia to put on. At first she finds it tricky to control them until she gives a third try. She is able to jump high enough to see over the flowers and leads the way out.
After getting out of the meadow, Sofia and Tilly make their way to the Gargantuan Gorge. They find an unsafe rope bridge which collapses after testing it. They meet a sad giant who has a whole thorn bush stuck in his foot. After helping the Giant pull out the bush he helps them in return by carrying them to the other side of the gorge. They soon find the Orchard of the Arabella Apples and waste no time picking them until the trees disappear to find a new spot to grow.
On the way back to the castle they come across a Wild Wooly Wombeast that steals their apples and flies away. Full of despair Sofia gives up all hope, they lost the apples and they can’t get more from the orchard since it's now gone. Aunt Tilly encourages her not to give up and using her head she will find a way to get their apples back. Using the Locus Pocus Map, they track down the Wombeast to the Horrid Hills. Using a big kite from Aunt Tilly’s carpet bag they fly to the very top of the Horrid Hills to where the Wombeast lives. They find the Wombeast cave and Sofia goes in alone where she finds not only the Wombeast but also a lot of eaten apples. With the use of her magic amulet she is able to talk to the Wombeast also known as Wilbur and sees that he is not all mean and scary as he appears. Making amends with Wilbur, Sofia gets the apples back and helps Aunt Tilly bake one of her special apple pies for their family dinner. Despite what she had been told by Amber and James, Sofia learnt by herself that Aunt Tilly is a great adventurer and she enjoyed spending the day with her.
- Ariel Winter as Sofia
- Sara Ramirez as Queen Miranda
- Tim Gunn as Baileywick
- Darcy Rose Byrnes as Princess Amber
- Zach Callison as Prince James
- Travis Willingham as King Roland II
- Corey Burton as Wilbur the Wombeast
- Bonnie Hunt as Aunt Tilly
Home Video Release
- Aunt Tilly's characteristics may have been based on Mary Poppins, both appear to know magic, they carry carpet bags that can hold more items than they should and carry umbrellas as well.
- This is Bonnie Hunt's first voice role in a Disney series and the first not to be Pixar.
- This is the first episode to have a living relative of King Roland's to appear in the series since his father is only mentioned at the end of Sofia the First: Once Upon a Princess and his grandfather only appears in a flashback during the episode Let The Good Times Troll.
- A clown fish makes a brief appearance while Aunt Tilly searches her bag for some clothes for Sofia. Probably a reference to Nemo or Marlin from Finding Nemo.
- This episode is the second time an aunt is mentioned. This time, Aunt Tilly is mentioned by Roland. (The first time is by Prince Desmond when he's afraid of his Aunt Nadine in "Make Way for Miss Nettle".)
- This episode marks Aunt Tilly's debut appearance.
- The magic jumping shoes may be based off of Talarias, a pair of winged sandals which symbolise the Greek messenger god Hermes.
- This is the second time Sofia becomes someone's supporting assistant, the first was in "Cedric's Apprentice" when she became Cedric's apprentice.
- Moral: The proof is in the pudding.