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After another failed attempt to get rid of the Queen by washing her away, Hildy turns herself into a good witch in a attempt to gain everyone's trust and finally take over Jollywood.
When the kingdom starts raining cats and dogs, thanks to Grim disguised as a wicked troll, The 7D try to round them up but there is far too many until Hildy (calling herself Hildy the Good) enters the scene and stops it raining cats and dogs. At first everyone is doubtful that Hildy has changed her ways but are grateful for her help, however they had no clue that the whole thing was a set up. Everytime Grim cast wicked spells against the Queen, Hildy shows up and pretends to save the day and is soon loved and everyone in Jollywood. During this time, Hildy gets strange feelings that show her what it's like to be good much to her chagrin.
Hildy and the Queen eventually become friends but after having enough of being good, she returns to her true colours and takes over the castle after locking the Queen in a tower and encasing Lord Starchbottom in stone within the mine of the 7D. After being told what has happened, The 7D come to rescue and with the help of Dopey's beaver friends send the Glooms away in a crate to a tropical island.
- Bill Farmer as Doc
- Dee Bradley Baker as Dopey
- Billy West as Bashful
- Maurice LaMarche as Grumpy
- Scott Menville as Sneezy
- Stephen Stanton as Sleepy
- Kevin Michael Richardson as Happy
- Leigh-Allyn Baker as Queen Delightful
- Paul Rugg as Lord Starchbottom
- Kelly Osbourne as Hildy Gloom
- Jess Harnell as Grim Gloom
- Hildy's good witch outfit shares a identical appearance to the dress that Glinda the Good Witch wears in the 1939 movie The Wizard of Oz.
- When Lord Starchbottom is encased in stone by the Glooms, his frozen position is similar to Han Solo when he's frozen in carbonite.
- Marmaduke made a cameo in this episode.