Ben & Holly's Little Kingdom

The Wise Old Elf teaches the elf children how to tell the time using a watch, while Nanny Plum would much rather use a dandelion clock to teach the fairy children. The Wise Old Elf thinks this is silly, and takes Ben and Holly to see the big clock at the top of the Elf Tree.

Gaston catches a cold when his cave has a leaky roof, so Holly invites him to stay at the Little Castle until it is fixed. But soon Gaston is taking over, eating the Kings food, sitting in his chair and sleeping in his bed.

Holly joins Ben and his family on an Elf trip to the seaside, and Mr Elf tells her that no magic is to be used. But when they realise that no one has remembered to pack lunch they ask Holly to use her magic to make some. In return, the Elves build her a giant sand castle, but Holly must use magic again to rescue herself and Ben when the tide comes in and they are stuck in their castle.

Holly forgets Ben's birthday, and rushes home to make him a birthday card. But Nanny has stopped all magic, so Holly has to make the card herself. It's fun, but when she takes the card to Ben she is embarrassed that it is hand-made.

Queen Thistle reads the children a story about the stars, and they all wonder where the stars go in the daytime. They can't find the answer in the magic books in the castle, so go instead to the Wise Old Elf in the Great Elf Library.

Ben and Holly meet a new friend, Betty Caterpillar, but she is sad that she can't join in their games because she can't fly. King Thistle tells them that they can feed her lots of food to help her, but Holly thinks that Betty is getting so fat she will not be able to fly, until she turns into a beautiful butterfly.