Princess Desiree and her friends are preparing for a lesson in making fairy dust, the key to power and independence in their homeland of Fairy Meadow, when exiled army general, Bartholomew, and his band of followers arrive. In a literal flash, everything changes as the young fairies and the rest of the kingdom are faced with the possibility of losing everything to Bartholomew's evil plan. But are only Bartholomew and his followers to blame as chaos erupts in the normally tranquil meadow? As unlikely heroes emerge, the fairies learn to appreciate the importance of friendship, loyalty, and how the differences between them make them stronger.