Star and Moon continue to run amok throughout the magic realm. The two cannot remember who they are and even forget one another moments within losing brief contact. They manage to find waterfalls that move upward and toss various things into it. Going up them takes them to different places including the Sanctuary, a closed off well and various other places. Eventually their fun is ended when they come across the Millhorse. She causes Moon to disappear, stating that she did not belong here and tells her that neither does Star and zaps her away too. Star awakens in her bedroom to River and suddenly remembers everything. She is mad at herself for losing Moon, but River consoles her. With Meteora still running rampant, River takes up arms and gathers a group of eagles to face her, much to Star's concern.
Marco, Tom, Kelly, Hekapoo and Talon regroup as Meteora continues her rampage. The team briefly lose faith in Marco, but Tom rallies them up again. They create another trap that actually proves effective and trap her underground. Unfortunately she rises up and saps up the souls of Talon, Hekapoo and Kelly (who was distracted when she discovers that Tad is still in her hair). Marco tries to get Tom to go get help, but when he refuses to leave him behind he tells him that he kissed Star. This seems to work, but he comes back to defend him from Meteora and discovers that his thousands of souls prevent him from being defeated easily. Meteora gets stronger however, and Marco tries to defend Tom again. Tom returns to Star with Marco's soulless body.
Star desperately takes Marco to the sanctuary to revive him, but is unable to open it, leaving her distraught. Tom invites her to hide in the Underworld, but when she sees more floating bodies, she transforms into her Butterfly form to confront Meteora (something Tom was unaware of her being able to do). She arrives and is startled by Glossaryck who takes her to see Meteora. Tom arrives with Marco and briefly fights her just in time for Star to arrive. Star battles Meteora until eventually she decides to give her all of her magic, slightly weakening her. She tries using her wand, but Eclipsa arrives and transforms it into a parasol.
Eclipsa proceeds to use powerful spells on a betrayed Meteora eventually blowing her up with "Black Velvet Inferno". Suddenly, everyone begins floating down and regaining their souls with Star hugging a revived Marco. As she comforts Eclipsa, she decides to have her keep the wand and regain control of Mewni. They are alerted to the sound of a baby crying and learn that Meteora has regressed into an infant. Eclipsa takes her and floats away. Glossaryck arrives and suddenly begins speaking, "Eclipsa's monster love, Globgor! She's going off to be with him. I've been trying to tell you for months," leaving Star and Marco aghast.
Eclipsa returns with baby Meteora to the temple and opens a hidden room to reveal Globgor frozen in a giant crystal. She smiles with tears in her eyes and says "Hello, my love. We're home."
- Eden Sher as Star Butterfly
- Adam McArthur as Marco Diaz
- Esmé Bianco as Eclipsa Butterfly
- Dana Davis as Kelly
- Keith David as Glossaryck
- Grey DeLisle as Moon Butterfly
- Zosia Mamet as Hekapoo
- Rider Strong as Tom Lucitor
- Alan Tudyk as River Butterfly
- Jessica Walter as Meteora Butterfly
- Eric Bauza as Kyle
- Greg Cipes as Tad
- Mark Gagliardi as Alligator
- Kate Higgins as Millhorse
- Daron Nefcy as Britta
- Jonny Rees as Manfred
- Fred Tatasciore as Talon Raventalon
- Jeffrey Tambor as Glossaryck (couple of lines uncredited)
- This is the eighth half hour-long episode in the series, following "St. Olga's Reform School for Wayward Princesses", "Storm the Castle", "Bon Bon the Birthday Clown", "Face the Music", "Starcrushed", "Monster Bash", and "Divide".
- Eclipsa flies away with her Parasol-Wand in a manner similar to Mary Poppins.
- Along with "Divide", this was the last episode in the series to premiere on Disney XD.
- "Globgor" is revealed as the name of Eclipsa's monster lover.
- As of this episode, Glossaryck is now voiced by Keith David. His previous voice, Jeffrey Tambor, was fired after allegations of sexual abuse came to light.
- Hekapoo suggests "heading to the tavern and waiting for all this to blow over". This is likely a reference to the movie Shaun of the Dead wherein the titular Shaun suggests something similar to avoid the zombies.
- Star’s wand is forsaked to Eclipsa in this episode.
- Eclipsa's attack spells are a homage to Sailor Pluto from Sailor Moon.
- At the end of the episode, Eclipsa uses her wand to depart by levitating up into the air, similar to Mary Poppins.