One night the girls of K3 find a mysterious storybook in their bedroom. When they read it, the face of a handsome prince appears. The prince is cursed by the evil Cat Queen and must kiss his true love before midnight. If not, he turns into... a cat. Fortunately, the prince has help from the fairy Fiorella, who helps him in his difficult quest. Fiorella picks up the K3 girls in her carriage and takes them to Fairytale Land, high above the clouds. Could one of the K3 girls be the true love of the handsome prince? Can they break the Cat Queen's curse before the clock strikes twelve?