While at the Art Museum trying to capture the feeling of the middle ages for their school carnival, Will, Taranee, Cornelia, and Hay Lin get sucked into the painting they are studying. Unbeknownst to the girls, Phobos knows they are trapped in the painting and sends Frost the Hunter after them, but the girls escape with the help of Elias Van Dahl, the imprisoned artist of the painting.
Meanwhile, Irma, Caleb and Blunk have to stall for time at the Medieval Carnival and figure out how to get the girls back to Heatherfield. Anachronistic hell breaks loose when Cedric and his goon platoon enter the painting to get the Heart of Kandrakar and the girls (namely Hay Lin as art is her area of expertise) have to paint like mad to get away. Irma and Caleb rescue the girls from the painting and manage to salvage the school carnival thanks to the number of people they brought back with them from the painting. In the B-story, Will decides to have a Medieval Carnival at school.
- This is the only episode where the W.I.T.C.H. girls aren't shown in their guardian forms.
- Will's last name, Vandom, is said onscreen for the first time.
- This episode was originally titled We've Been Framed.
- At the end of the episode, in a close-up of the picture, Elyon is shown wearing medieval clothing and with a worried look on her face. This suggests that Elyon has a connection to Meridian.
- It is revealed that Prince Phobos allows pictures and sculptures that portray sadness into his castle. Any kind of art portraying happiness is prohibited.
- When the girls are pulled into the picture, the frame is gold, but when they fall out, the frame is wooden.
- Will says that they have no powers in the picture, but Hay Lin managed to blow a bowling ball into Cedric's tail with her powers. This suggests that even though the Heart of Kandrakar is weak in the picture, the W.I.T.C.H. girls can still use their powers because, in most episodes, the girls can be seen using their powers in their civilian forms.
- When Will tries to transform Taranee, Cornelia, Hay Lin and herself, the Heart of Kandrakar isn't glowing, but later it is glowing as always.
- This episode is based on issue #5 of the comics, where the W.I.T.C.H. girls are trapped inside a painting with weakened powers, only instead of the girls getting trapped in the picture by Elyon, they are sucked into the picture by the Heart of Kandrakar.