As the Little Fairy is enjoying herself, some Older Fairies, who are bullies, see her in the forest. They tease her terribly about having no wings. She runs, crying.

The majestic Fairy Queen finds her & tries to comfort her. The Little Fairy tells the Queen the Older Fairies teased her, & she wishes so much that she could have wings like everyone else.

The Fairy Queen tells her she must take a journey deep into the Enchanted Forest to find the mysterious Butterfly Queen. The Little Fairy must perform a dance for the Butterfly Queen, so she might earn her wings.

The Fairy Queen warns the Little Fairy about the Evil Witch, who will try to cast spells on her. The Little Fairy is excited, so the Queen sees her on her way, sending her most trusted daughter, the Fairy Princess, with her as a guide for part of the journey. The Fairy Queen dances a solo to wish her good luck.

There are many creatures in the Enchanted Forest, most of which are nice. The Little Fairy & the Fairy Princess first meet the mischievous Sprites & then the cute Blue Birds.

The Fairy Princess has to get back, leaving the Little Fairy all alone in the forest. Then nighttime comes & it becomes cold & dark. The Little Fairy is scared. The evil Witch is following her & casts a spell on her.

Just in time, the noble Fireflies drive the Witch away & save the Little Fairy. The Little Fairy is tired, & the Fireflies dance a lullaby so that she may sleep.

The next morning, the Little Fairy wakes up to the sound of busy Bees all around. She feels refreshed & ready to continue.

She meets the sweet Flowers next, & she knows she is getting close. The elegant Butterflies appear, along with their mysterious Butterfly Queen.

The Butterfly Queen invites the Little Fairy to dance, so that that she may earn her wings. She is nervous, but the Queen is pleased with her dance, & awards her wings.