While running from the witch, Jimmy trips and bumps his head, leaving him with amnesia, so Pufnstuf, Jimmy, Dr. Blinkey and Freddie try to refresh his memory through a series of flashbacks.
When Shirley (Mayor Pufnstuf's sister) comes to Living Island to make a movie, Jimmy and Freddie get parts in it. Together they hatch a plot to get Witchiepoo into the movie so that Jimmy can steal her Vroom Broom to escape.