When it was nighttime, Rei, Kilala, Simba, Flower, Jeanette, Mungo, Lumpy, Apple Bloom, Sweetie Belle, Scootaloo, Kaa, Roo, Minerva, Flora, Snails, Button Mash, Rumble, Cera, Kip, Willy, Abigail, Tippe, Timon, and Pumbaa were in Hangman's tree, getting ready for bed.
Rei was dressed in his crimson red pajamas consisting of a T-shirt and shorts and white socks.
Kilala was dressed in her hot pink silk nightgown, a matching hair-bow, matching bloomers, a matching camisole, and matching slippers.
Simba was dressed in his green nightshirt and matching leggings.
Flower was dressed in his white footy pajamas.
Jeanette was dressed in her purple nightgown, matching slippers, and a matching sleeping mask.
Mungo was dressed in his brown pajamas.
Lumpy was dressed in his pink nightshirt and a matching nightcap.
Apple Bloom was dressed in her orange pajamas with apples on them that consists of a T-shirt and pants.
Sweetie Belle was dressed in her green footy pajamas.
Scootaloo was dressed in her purple pajamas that consists of a jacket and pants.
Kaa was dressed in his jungle green nightshirt and a matching nightcap.
Roo was dressed in his red footy pajamas.
Minerva was dressed in her red strapless nightshirt.
Flora was dressed in her fuchsia silk nightgown with short, puffy sleeves and a white collar with a black ribbon attached to it, white frilly, ankle-length pantalettes, matching camisole, matching stockings, and fuchsia slippers.
Snails was dressed in his turquoise pajamas with snails on them that consists of a T-shirt and pants.
Button Mash was dressed in his red footy pajamas.
Rumble was dressed in his blue pajamas that consists of a jacket and pants.
Cera was dressed in her orange pajamas.
Kip was dressed in her light blue footy pajamas with fuchsia stripes.
Willy was dressed in his purple pajama jacket and matching pajama pants.
Abigail was dressed in her ice blue T-shirt and matching pants.
Tippe was dressed in his navy blue sleeping mask.
Timon was dressed in his light pink nightcap.
Pumbaa was dressed in his white nightcap.
"That was totally awesome! I've never danced with Rei before." Kilala said, as she noticed the music box who fell out of the bag that she left it 10 years ago, "Hey! My music box! Where'd it came from?"
"I've got it." Minerva explained, "Ten years ago, Belle thought me that you left it behind, that Professor Ratigan, Ma Beagle, and the Villainous Animals have come for you. Luckily, I bought it for you." she continued, as Kilala's head showed images of the dancers' memories all around her.
"Well, in that case, we'll all be deal with it." Flora added.
Kilala giggled as she clapped her hands for Tippe, Timon, and Pumbaa who wanted to snuggle with Kilala. Then Jeanette turned off the lights.
"Sleep well, my princess." Rei added. As he went to sleep, Pumbaa was squished. Finally, he got out, Kilala chuckled, as she kicked Rei, who also chuckled.
"Sweet dreams, boys, Jeanette, Apple Bloom, Sweetie Belle, and Scootaloo." Kilala said, as she closed her eyes and went to sleep.
Meanwhile, inside the Villainous Animals' Hideout, the image of the sleeping Kilala was shown to Professor Ratigan, Ma Beagle, Constantine, Haybot, Stiletto, Raggerty, and Dr. Von Goosewing who glared evilly at her.
"There she is, profesore!" Stiletto gasped, as he pointed.
"Aww... Sound asleep in her little bed." Haybot said.
"And pleasant dreams to you... Princess Girly...'" Ratigan said, whispery evilly, as he started to swirl the crystal ball all around, "I'll get inside your mind... where you can't escape me...." He chuckled evilly.
Back in Hangman's tree, our heroes fell fast asleep as the green smoke crawled inside. The smoke swirled all over Kilala's forehead while Kilala yawned, and she smiled sleepily.
The dream began where Kilala (wearing her pink Ariel-esque dress with a matching crown on her head) was laying down at a golden meadow, she saw her sisters Flaky and Ash, who waved at her. Kilala also waved back. Ash smiled as she used her hands to make the butterflies fly towards Kilala.
Back into the real word, Kilala (still wearing her nightgown) began to sleepwalk after the butterflies. Then Tippe, Timon, and Pumbaa woke up. They noticed Kilala was missing. The flying mouse, meerkat, and warthog tried to open the door. They started to wake Rei up.
Outside, it was stormy, windy, and rainy, and Kilala was still sleepwalking. Fade in her dreams, she follows Flaky and Ash.
"Come on!" Ash called.
Kilala, Flaky, and Ash played with the butterflies. Then they approached to Kilala's other sisters; Satsuki Kusakabe, Kiki, and Kagome, who were wearing swimsuits, while waving at them.
Satsuki was wearing her yellow one-piece swimsuit with an orange transparent tutu.
Kiki was wearing a dark purple two-piece swimsuit.
And Kagome was wearing her white one-piece swimsuit with a green sarong.
"Oh, greetings!" Satsuki giggled.
"It's you!" Kagome smiled.
Then they jump into the water. The porcupine sisters followed them. Back to the real world, Kilala was sleepwalking outside.
Back inside, Tippe, Timon, and Pumbaa attempted to wake Rei up. Then he woke up.
"What, what, what, what, what, what, what, what? Tippe! Timon!" Rei said, "Pumbaa, what?"
"Don't you know?" Pumbaa asked.
"KILALA'S GONE!" Timon cried. Rei turned around and saw Kilala's bed.
"Kilala... Kilala...!" Rei snapped, shocked, as he runs over to rescue her. "Kilala!!"
Later back outside, the storm is still here. Fade to Kilala's dream, Kilala smiled sweetly. She saw Mario who was wearing his red swimming trunks, with Satsuki, Kiki, and Kagome, joining him.
"Hello, sunshine!" Mario smiled, as he chuckled.
"Hello!" Kilala smiled, while waving at Mario as she giggled.
"Jump in! Jump!" Mario said.
"YAY!!" Flaky and Ash shouted, as they jump into the water, making Mario, Satsuki, Kiki, and Kagome splashed with laughter.
Kilala giggled. Back to the real world, Rei was still looking for Kilala.
"KILALA!" Rei called. He flies up to the mountain. Then he saw Kilala. "Kilala!" He cried, "Stop!!" He swooped down to Kilala, "KILALA! NO!!"
In the dream the voice is called under the water, "Yes. Jump!" It was King K. Rool lurked in the shadows, glaring at Kilala, "The Kremling Curse!"
Kilala watched in horror, while she screamed in terror in her nightmare.
"JUMP!!!" K. Rool growled, "JUMP!!!!!!!"
The Kremlings grabbed a frighten Kilala, while she screams. In the real world Rei quickly saved Kilala from her death.
"Kilala! Kilala, wake up!! Wake up!" Rei cried, as Kilala did, she gasped. She begins to panted, heavily.
"The Kremling Curse!" Kilala stammered.
"The whoa-- the what--?" Rei exclaimed.
"Curse--!" Kilala cried.
"What are you talking about?" Rei asked.
"I keep seeing faces. So many faces." Kilala sobbed. She hugged Rei.
"It was a nightmare." Rei said, as he hugs Kilala, "It's alright. You're safe, now." Kilala has stopped crying.