Deep in the vast Forest Realm in the kingdom of Lucina the wise wizard, Athelhild the Oak-Wanderer, is confronted by three soldiers from a foreign kingdom. Taking refuge in an abandoned watch-tower, the soldiers recover three lost magic wands and use them to wreak havoc on the surrounding Forest. With the help of a forest fairy named Lily and Lareena, Witch of the Western Woods, Athelhild must challenge the soldiers to a game of wits in order to save the Forest from being destroyed.