Gruffi & Grammi switch job places. Igthorn makes a machine to destroy Castle Dunwyn.

In his clumsiness, Sir Thornberry inadvertently releases the Spinster, an old menace of the Gummi Bears, and now he is his friends' best hope of escaping this monster before it makes dinner out of them.

Igthorn comes into the possession of an invincible magical suit armor of an infamous villain from the past. Unfortunately, this armor fits diminutive Toadie only, and once the dwarfish Ogre realizes its power, he simply decides to take his Dukie's place as the ruler of Dunwyn!

Grammi and Gruffi decide to trade their usual chores to find out who has the easier job. Meanwhile, Toadie and Igthorn discover blueprints for an ancient Gummi Bear logging machine, but needs a Gummi to build it for him, leading to another hunt for the bears.

Zummi has become burnt out on remembering his magic spells lately, so much that he starts casting them in his sleep.

Grammi tries to become a better cook and collects a number of strange roots for seasoning. Unfortunately, a trio of gnomes needs these roots to appease an everhungry, bullying monster, and Grammi decides to give that monster a taste of her house-made cooking.

Sunni finds an old enchanted Gummi quilt which records the old Gummis' greatest achievements on its patches. In her eagerness to show it to Calla, she loses the quilt to Lady Bane, who promptly employs its magic to try and make herself queen of Dunwyn.

The bullying king of the Carpies loses his crown, which ends up in Sunni's hands – and the other Carpies promptly assume that she has defeated the king. Thus they take poor Sunni once again to Carpy Mountain, this time to rule as a queen, while the other Gummi's must team up with their old foe, the deposed Carpy King, to get her back.

When Lady Bane gets a lock of Sunni's hair, she uses it as part of a spell to keep her eternally young. Unfortunately, the spell also ages Sunni from a young Gummi to an old Gummi.

Cubbi almost gives up after a defeat, but is re-inspired by a young boy's faith in the Crimson Avenger.

Lured by the aroma of their daily baking, Tummi ends up in the company of human monks, is forced to protect the faithful friars from the thieving trolls, and finally learns to say no for his own good.

Cubbi accidentally wrecks Ursalia's water reservoir, leaving the ancient metropolis short of its most important commodity. While Gruffi, Ursa and Sir Thornberry keep bickering whilst following an ancient aqueduct to find out why the water flow has stopped, Gritty and Cubbi try to lasso and train a few ramas (an amalgam of ram and lama) to fetch water from the not-so-nearest river. But then Gritty tries to get revenge on a group of mountain shepherds for human crimes against the ancient Gummi Bears, and Cubbi has a hard time trying to persuade him otherwise.

While thwarting yet one more attempt of Igthorn to claim rulership, Sir Tuxford is injured, so Sir Victor is called in to defend Dunwyn for the period of Tuxford's recovery. However, soon Igthorn hits upon a plan to use his likeness to his twin brother to conquer Dunwyn after all ...

Igthorn purchases a love potion from a traveling gypsy to get Lady Bane around. But a severe accident instead makes Lady Bane fall in love with Toadie, and Tummi in love with Lady Bane!

Grammi and Tummi go to feed a flock of giant birds just returning from their winter quarters, only to be forced to protect them from Igthorn hunting these birds to use them as war steeds and take care of one of their young at the same time!

King Gregor and Calla travel to the realm of King Jean-Claude and his daughter Marie to discuss an alliance against a fiendish villain, Marquis de Bouillabaisse, and Sunni, Cubbi and Tummi decide to hike along. However, once more Calla and Marie initiate a competitive quarrel, which leads them right into the arms of Bouillabaisse.

With no sign of Igthorn for an entire year, not even in his own castle, Zummi Gummi finds this news as a perfect opportunity to call on the Great Gummies (much to the skepticism of Gruffi). However, Igthorn has recently devised the ultimate plan to finally capture the Gummies, obtain the Gummiberry juice, and take over Dunwyn.

Igthorn and his ogres have destroyed Gummi Glen, captured Dunwyn Kingdom and its citizens, and are keeping Grammi and Tummi held in Drekmore. Now Cavin and the remaining Gummies, with the help of the Barbics, must save them all while Zummi retrieves the Great Book and warn the Great Gummies to turn back.