The Magicals want to watch a spooky movie, but Dorg thinks it'll be boring because nothing seems to scare him anymore. Hanging out with a witch, a ghost, a unicorn, and an alien every day has just made him less scare-able - even though he'd really love a good spooking. Patronella takes this as a personal challenge, and if he really wants a scare, she'll give him one. She casts a spell on Dorg's house, filling it with all their secret fears. Soon they're battling a giant spider (thanks to Jet's arachnophobia), getting trapped in shrinking rooms (thanks to Yooki's claustrophobia), and being chased by talking buttons and super-cute rabbits (thanks to the weird fears of RD and Patronella). And when each Magical start disappearing, Dorg discovers what his worst fear is - losing all his friends. Now he must confront all of their fears to bring them back. And it turns out that he's a lot more scare-able than he thought.