- Feline sorceress Catrina and her lizard servant Rep, who loves her, force enslaved little furry Bushwoolies to make her magic potion. They revolt and escape, so she plans to replace them with Little Ponies, who are having a costume ball.
- As Sundance and Baby Moondancer tries get ready for the upcoming pony costume ball, a cat-lady named Catrina, with the help of her chameleon-like lizard Rep, attempts to harvest the Witchweed potion that gives her power to grow and control weather. Unfortunately the Bushwoolies were nothing more than slave labor for Catrina, and the processing the potion yields only a few drops at a time despite Catrina's angry demands. When they decide to walk out on her, Catrina sets her sights on the Little Ponies to replace her absent workers in making more potion! She takes a drink of remaining potion, and blows in a blizzard to trap the ponies. Megan steps in and opens a locket containing the Rainbow of Light, canceling out the blizzard, melting the snow, and freeing the trapped ponies. Unlike Catrina, Rep tries to get her to change her ways, trying his best to tell her that she was better off with out the Witchweed potion, remembering the good times before it ever crossed her lips. But Catrina rejects Rep's sentimentality, thinking that capturing the locket containing the Rainbow of Light is her first goal before getting all of the ponies. As this was going on Megan helps Sundance overcome her clumsiness, and prepares Baby Moondancer for the costume ball, adorning the young pony with the locket holding the Rainbow of Light. Catrina orders Rep to shapeshift into a nurse pony to obtain the locket, but Baby Moondancer sees this as a trick, and charges at him. Catrina grabs the plucky little pony, and escapes using Rep, who has transformed into a dragon. Megan and the other ponies stumble upon the escaped Bushwoolies, who help locate the feline's lair. When Catrina threatens to drop Baby Moondancer down the well, but Rep, seeing that she has gone too far, stands up to his mistress, only to get knocked aside. Rep gets so mad, he transforms into a bull, and knocks Catrina off her feet. Sundance leaps into the air and rescues her pony friend, but Catrina was left to hang on the edge of the well, begging for help. Rep tells her that she needs to destroy the Witchweed potion processor, but Catrina begs for a drop of the potion; when he does so, she keeps her promise, obliterating the machine. At the costume ball, all the ponies including a very reformed Catrina and Rep, strut down the staircase, enjoying the party.
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