When Star "sleep spells," Marco tries to use psychology to cure her, but her nocturnal magic turns out to be her subconscious defenses against an interdimensional criminal trying to steal her face.
Marco wakes up to find the entire living room turned into a jungle. Marco assumes this is all Star's doing but finds it very peaceful and believes she's getting better at her magic. But he spoke too soon when suddenly a vicious Chimera like monster attacks him until Star distracts the beast away with a laser spell. After Marco gives Star a tick for saving him for the twenty-eighth time, He finds out that Star doesn't remember turning the living room into a jungle after she assumes this was all Marco's doing.
Later at night, Marco was in bed asleep until he was woken by a giant worm-like creature squirming across his bed. Assuming this was Star's doing, he went to her room to investigate and found her wondering around casting magic in every direction while sleeping. She brought floor lamps to life, created paper tornadoes and turned a beanbag chair into a monster, which all attack Marco. When Star finally woke up, she quickly undid every spell she cast, resulting another tick for saving Marco for the twenty-ninth time. Star remains puzzled by what just happened but Marco tells her she was casting spells in her sleep, explaining why she didn't remember turning the living room into a jungle. Star asks Marco to help her and he suggests using psychology. After gearing up with glasses, a notepad, clothes and a book on psychology, Marco begins with a series of psychological tests on Star to uncover what is bothering her. The first test is Role Play. Marco tells Star to pretend she is someone close to her and literally pretends to be Marco. Star dresses herself in Marco's clothes and imitates some dialogue he doesn't really say. They move onto the second test, Art Therapy. Marco tells Star to paint her a picture of her childhood, but instead she does a painting of unicorns and monsters. Failing the second test, they move onto the third one, Ink Blob Test. Marco shows Star a series of Ink Blobs and asks her what she sees. Again Star fails to get the idea until Marco accidentally shows her a picture of a spot, which reminds her of her overbearing Mother suffocating her with all the duties of when she becomes Queen. Thinking they have found the root to her problem, Marco deduces that the reason Star is casting magic in her sleep is because she has Mother issues.
Unfortunately a night later, Star continues to cast magic in her sleep. When Star charges into his room and turns his bead into a inflatable cat, Marco discovers that all her nocturnal magic turned out to be her subconscious defenses against a goblin-elephant like monster known as Princess Smooshy, who has recently escaped from St. Olga's Reform School for Wayward Princesses and wants to trade faces with Star so she can send her back to St. Olga's in her place. She grabs Star and makes a run for it to the rooftops with Marco in pursuit. Once on the room, Princess Smooshy opens a portal to St. Olga's and is just about remove Star's face when Marco tries to use psychology to get through to her. When it doesn't work he throws his psychology book at her face, causing Smooshy to drop Star and fall into the garden where the Chimera from earlier on attacks her. After the guards from St. Olga's send her back, Marco gives himself a tick for saving Star for the fifth time. When Star asks him why keeping track on the number of saves they make is such a big deal to him, Marco doesn't really have a clear answer. He assumes its because Star is from another dimension and Marco himself is something that he isn't sure of. Putting on Marco's glasses, Star tells him he is cool and they don't need to get caught up in who saves who. All that matters is they have each others backs.
- Eden Sher as Star Butterfly
- Adam McArthur as Marco Diaz
- Artt Butler as Mr. Diaz
- Nia Vardalos as Mrs. Diaz
- Arif Kinchen as Princess Smooshy
- Grey DeLisle as Moon Butterfly
- The title is a pun of the term sleepwalking.
- This is the first episode where Marco is never seen dressed in his signature outfit.
- Star doesn't wear any of her main dresses for the entire episode.
- This episode implies that Marco suffers from a form of emasculation from constantly being saved by Star.
- This episode reveals that Star has mother issues, as she constantly feels pressured by her.
- July 16, 2015 (United Kingdom and Ireland)
- August 12, 2015 (Australia)
- September 30, 2015 (Latin America)
- October 11, 2015 (Turkey)
- October 25, 2015 (Poland)
- November 8, 2015 (Spain)
- November 27, 2015 (Israel)
- February 12, 2016 (Japan)
- February 14, 2016 (Southeast Asia)