The girls are forced to fight without their powers until the Princess returns the Star to Cedric, and the girls regain their powers.Phobos and Cedric have who they're looking for; she just doesn't know it yet.While trying to capture the feeling of the Middle Ages at the art museum for their school carnival, Will, Taranee, Cornelia, and Hay Lin get sucked into the painting they are studying.Unbeknownst to the girls, Phobos knows they are trapped and sends Frost the Hunter after them.They struggle to save Caleb and still get to the show on time.In the B-story, Will and Hay Lin's parents won't let them go to the cinema; Will is grounded and Hay Lin's parents are overprotective.
Irma and Caleb rescue the girls from the painting salvage the school carnival thanks to the number of people they brought back with them from the painting.
Her classmate Hay Lin invites her, Irma, Taranee and Cornelia to lunch, where her grandmother, Yan Lin, reveals to the girls their true powers, and passes to Will the mystical Heart of Candracar.
Meanwhile, in Meridian, Caleb, the leader of the Rebellion against the evil Prince Phobos, is running for his life after a failed attempt at a storage raid.
Vathek relates the news to Caleb, who tells the Guardians.
They go after Elyon to keep her safe from Cedric's clutches. Elyon slips off in a bad mood after her new boyfriend dumps her.