One day Maximus is walking through town greeted by fans and Rapunzel when he sees a thief named Dwayne steal a woman's purse and run away. Maximus races to the rescue but is cut short when another horse races ahead and kidnaps Dwayne. The horse's name is revealed to be Axel and Rapunzel soon realizes he is alone. She invites him to stay at the castle stables while the villagers reside back to their business leaving Lance and Eugene alone with Dwayne. As the day progresses Maximus soon finds out that Axel is not as nice as he seems, such as stealing an apple when Max is not looking and blaming Maximus on, stealing Old Lady Crowley's flowers when trying to give them to Fidella. The next morning Maximus finds out terrible news: Axel has been chosen to be a horse on the royal guard!
Max not wanting this to happen makes Axel complete a series of tests to join the guard. When Axel succeeds in all of them even doing better then Max himself, Maximus challenges him to a race if Axel wins he stays. As the race nears to the finish the horses come to a bridge. To win Axel pushes Maximus off the ledge causing him to fall into a mud pit below. That night Maximus has a nightmare of Axel stealing not only his perfect life and friends but his name too. When Max awoke, Axel is no longer there and Max catches him trying to smuggle money. He wakes Rapunzel and the Captain only to find Axel was not smuggling money but taking it to a cart down below which was his duty. Rapunzel is very angry at Maximus and tells him to return to bed. The following morning, Maximus is heartbroken that Axel has taken away his life decides to become a wagon puller for children's parties. As he is about to take the flyer he notices a wanted poster below it of Dwayne and Axel. Maximus, realizing the truth, takes off with Axel's poster and goes to confront him, only to fall into a trap that Axel has set for him. Meanwhile, Axel sneaks to the prison below and busts out not only Dwayne but his owner Lady Caine.
As the three make their escape, Rapunzel, after a talk with Eugene and Lance, realizes she was a bit harsh with Max and goes to the stables to apologize, only to find Maximus imprisoned. She tries to free him with her hair but fails. She apologies for how she had acted towards him, giving Maximus the courage to jump out and chase after the bandits. Lady Caine dumps Dwayne off and Axel drops the cart along with Caine who gets caught by Rapunzel, Eugene, and Lance. Maximus chases after Axel and uses a trick to leap over Axel who is trying to push Max into the mud only for him to crash. Axel and Lady Caine are arrested and the gang takes off back to the castle yet again leaving Lance and Eugene with Dwayne.
- Mandy Moore as Rapunzel
- M. C. Gainey as Captain of the Guards
- Sean Hayes as Pete
- Diedrich Bader as Stan
- Laura Benanti as Lady Caine
- Dee Bradley Baker as Dwayne
- Zachary Levi as Flynn Rider
- James Monroe Iglehart as Lance Strongbow
- Richard Kind as Monty
- Jeff Ross as Hook Foot
- Pat Carroll as Old Lady Crowley
- Steve Blum as Attila
- Paul F. Tompkins as Shorty
- Cassandra made a non-speaking cameo in this episode, in Max's nightmare where Axel and Fidella wed.
- This episode marks the second appearance of Lady Caine since Tangled: Before Ever After.