 A distressed Mildred runs off with Tabby in her bag, and stopping to rest in the valley below she comes upon a group of witches. They are planning to take over Cackle s Academy by turning everyone into frogs while they are asleep! Mildred, thinking on her feet, casts self-defense spell on the witches, but it doesn t stick. Miss Drill, meanwhile, has decided to take a ride in the forest. She is angry with the others for not taking her fears about "shifty" witches seriously. She comes across Mildred s things, and decides to investigate. To her surprise, she discovers the witches have planted Mildred s feet in the ground. Miss Drill comes to the rescue and yanks her from the ground, praising her untied bootlaces. Back at the school, the evil witches have turned Miss Cackle into a frog. Mildred and Maud, who have decided to become friends again under the circumstances, team up to trap the witches. Maud will create a diversion while Mildred will try to re-create the wrong spell, "in exactly the right way". They end up in the lab where Mildred casts the spell on the witches, shrinks them, and puts them in a box. Miss Cackle is furious when she discovers her jealous twin sister in the bunch, and demands that they concede defeat. Agatha, Coldstone, and Bindweed disagree very loudly and the box is closed until they decide to take a no-retaliation oath according to the Witches Code. They reluctantly agree, and are restored to their original sizes. Miss Cackle is so pleased with Mildred for coming to the rescue of the Academy that she decides to forget all about the celebration foul-ups.