 Setting out, Lion comes across two fairies, whose friend Starburst is trapped in a chest of emeralds at the bottom of a deep pond.Lion dives in, despite his aversion to water, to save her.During his rescue the Witch's henchman Gloom, a living mist of misery, arrives and tries to tempt Lion with greed into forgetting Starburst and taking as many of the emeralds as he wants, but Lion wisely ignores him and boldly saves the little fairy.