Mildred and Luella see the students of Cackles' flying over CBBC on their broomsticks. Mildred sees Maud and calls up to her why there are so many broomsticks flying over CBBC. Maud is excited because all of Cackles' is going to the fair, and invites Mildred and Luella along for the trip. On the way, Mildred describes to a nervous Luella that going to the fair is just like 'eating toffee apples with popcorn at the school fete', as the trainee witch had never been to a fair before.
When they get to the fair, Miss Cackle pairs the students into groups so they can enjoy the fair quite easily. Seeing how Mildred is getting on quite well with Luella, Miss Cackle reluctantly groups them along with Maud, humiliating Miss Hardbroom as well. The three witches show us how witches really spend their time at the fair, like turning a fast rollercoaster into a chariot pulled by a thousand unicorns, transforming a big wheel into a hot air balloon ride and winning easily at the ring toss (although Maud wins and gets a goldfish). The witches have such a lot of fun at the fair, and Maud finally gets to understand why Luella is so obsessed with The Worst Witch - because it's full of witches just like her.
Later, the girls encounter a roadshow with a secret trapdoor in its stage. Upon opening it, Mildred and Luella are sucked down a tunnel and into a secret magician's lair, with lots of bottles and powders and tubs. Mildred and Luella try out one of the spells there with their combined magic. On the surface, Maud, Enid and Ethel have looked everywhere for Mildred and Luella but haven't the faintest chance where they are. Plus, it's getting dark! Suddenly, fireworks go off in the sky and everyone gathers to see the fantastic show...until Luella and Mildred fall out of the sky and land safely on a bouncy castle. It is revealed that Luella and Mildred were the cause behind the fireworks, as they've been mixing up a potion together in the secret underground lair to see what would happen if their magic combined. Miss Cackle tells them that the roadshow they found the lair at was Grinaldi's Magic Roadshow, which often comes to perform at Witching School Fetes and has a magic trapdoor that leads to a secret lair so witches can try their hand at can-do spells which they can even do at their own witching school.
Later, Mildred orders candyfloss and Luella orders popcorn, and the girls decide to combine them so they can share both together - the result? Popcorn in candyfloss! The two agree that the best combination is friendship and magic, and that's what makes witches who they are on CBBC and everywhere around us today, especially when it comes to The Worst Witch.
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