The pretty and delicate Flories enter Ponyland, pursued by the ugly Crabnasties. Posey instantly likes the Flories, not knowing they can hide evil within.
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.