The Witch finds out that the girls are Lil' Pri and attacks them with magic. She plans on defeating Lil' Pri and becoming the most beautiful in the land. Under attack, the girls manage to escape to Fairy Land with the Queen's assistance. However, because the witch has come to the human world, many odd things are happening around Fairy Land. At this rate, Fairy Land will disappear. The Queen asks the girls to search for the Special Dress. If Lil' Pri, with their increased Princess Power, wear that dress, Fairy Land will be saved. To make the Special Dress, the Golden Needle, the Thread of Light, and the Rainbow Cloth are needed. Hearing this, the girls head straight to One-Inch Boy's village to find the Golden Needle.