Hoodoo's mother comes Lidsville with the notion that her son has turned to a life of good. Through a series a flashbacks, the townspeople try to convince her that Hoodoo's still as rotten as ever.

When Mark lands in Lidsville, the bad hats mistake him for a spy and take Him to Hoo-Doo, the evil magician of Lidsville. Hoo-Doo makes Weenie Genie take him to the dungeon. Mark explains to weenie about the real world, and they plan to escape Hoo-Doo's top hat. Soon they are suspended over the shampoo river, and are rescued by twirly, the good beanie, and are taken back to the good hats.