Mirage makes a new plan on destroying Aladdin. She opens a music box to put a sleeping spell on Agrabah. After watching stars all night, the gang goes back to Agrabah and finds everybody sleeping. Suspicious, they go to the palace to find the Sultan. On their way to the Sultan's room, Abu and Iago fall asleep on the floor.
Aladdin, Jasmine, and Genie go to the room and find the Sultan sleeping. Genie falls asleep as well with Aladdin and Jasmine wondering what's causing the city to sleep. Mirage shows up and the two realize that it's one of her schemes. Mirage is about to make Aladdin and Jasmine sleeps, but Genie's nightmare and sleepwalk interrupts by turning him into a teacher and putting the three on school desks.
Aladdin and Jasmine hop on Carpet and they all fly out with Genie. Mirage is about to throw Iago and Abu in a hole, but Jasmine grabs them. Everyone flies out of the palace. Aladdin puts Genie in his lamp by tricking him into thinking that none of his children are doing their homework. Carpet then falls asleep. Mirage uses a magic bowl to make everyone wake up and try to destroy Aladdin. Aladdin and Jasmine try to escape but they are unable to.
Then a hole in the sky opens and takes the two. The two get underground and find Fasir, who is exhausted. He tells the two that they are in an ancient city beneath Agrabah. Fasir tells Aladdin and Jasmine that there is a music box that's causing everybody to sleep and tells them to close it. He then falls asleep. While Aladdin and Jasmine are on their way, the two get tired, with Mirage looking from the magic bowl.
Aladdin hears the music and then he finds Jasmine sleeping. The princess then wakes up and is about to destroy Aladdin. Aladdin pins her against the wall with a golden breastplate. He gets to the cage where the music box is. When he approaches the box, he runs into a Slumbergath. He fights it as Mirage appears and watches the battle. Aladdin then sees that his shadow is at the wall, but Slumbergath's isn't. This makes him believe that the creature is not real. Slumbergath gets destroyed. Mirage then makes Jasmine and Fasir try to destroy Aladdin.
Just as the mind controlled Jasmine and Fasir close in, Aladdin makes it to the music box and he closes it, which breaks the spell. Jasmine and Fasir are back to normal, which makes Mirage angry and makes rocks fall on Aladdin, but Genie saves him. Aladdin then asks Mirage if she wants to go for another round, but the cat woman says "not today" and disappears. Back at the palace, everyone is having a feast. The Sultan asks Aladdin how he defeated Slumbergath, but he has fallen asleep.
- This episode marks the last appearance of Merage and Fasir.