William is practicing his counting for the upcoming counting contest. After he muddles up the order of the numbers from 1 to 5, he uses a homemade spell to make remembering the order much simpler. But when the spell backfires, the numbers are brought to life. After causing havoc in the Star house, the misbehaving digits escape into the Enchanted Forest, leaving William to track them down, and arrange them back into the correct order.