Evil witch Vivian Foxheart has infiltrated Gargoyle Academy, but finds herself suffocated by the personalities of the other students. So she creates a dark potion infused with her wicked dream of power and tricks the most powerful student, Juliet Silverleaf, into drinking it.

Ariel shows Beth and Felicia her most favorite movie in the world. Beth and Felicia seem captivated by it, too.