1) Princess Leda and Carlitos encounter an evil witch named Cloanta who puts a spell on the city of Almaria, turning the inhabitants into ugly creatures.
2) They seek help from fairies and Najko Sajko, who reveals he was under a spell himself.
3) Together they confront Cloanta at the castle, where Cloanta reveals she was actually Najko Sajko's sister under a spell since childhood.
4) Hearing a familiar lullaby, Cloanta transforms back into her good self and removes all spells, restoring happiness to Almaria once more.