Topaz is having a rotten day—her art class assignment is a bust, she got a D on a test, and she fails at her assigned move while practicing for the upcoming talent show. Snarf approaches her and convinces her that Simon tricked him and he's really nice, but it's a trap. Using an enchanted glob of amber, Simon takes over Topaz's body and traps her inside her own head, using her own insecurities to keep her trapped. Simon plans to defeat the girls and take their magic after the talent show, but he's not good at acting like Topaz, which alerts the others to the problem.
With help from the three remaining Ancients—Obsidian, Mr. Trollheimer, and Amethyst's grandma—the BFFL learn a spell that should seal Simon away, but it was designed for five spellcasters to make it work. At first the spell fails, but when Topaz believes in herself enough to chant with her friends, it succeeds, and Simon is ejected from her body. Topaz kicks him into a vortex spell the three Ancients prepared, and the BFFL go on to win the talent show and the trophy.
Afterwards, Topaz checks her things and is horrified to learn Simon trashed her makeup case, used her toothbrush, and destroyed her favorite shoes, but is relieved he's gone and out of her head. Ruby's confident that after dealing with Simon twice in a row nothing can scare them anymore...until Sapphire remembers Mr. Trollheimer's upcoming test, which, apparently, is just as scary to the girls than dealing with Simon, if not scarier.
This episode contains examples of:
- Body Surf: Simon takes over Topaz's body this way.
- Chekhov M.I.A.: While there were originally five Ancients, only three remain, with the other two being a mystery that gets resolved later on.
- Cliffhanger: The extended version of the episode ends as Sapphire reveals Mr. Trollheimer is giving his first huge test this week, and everyone is frightened. Fortunately, this continues immediately with the next episode as part of the DVD "The Magic of the Five".
- Demonic Possession: Simon takes over Topaz's body.
- Downer Beginning: The episode begins with Topaz suffering from a bad day at school.
- Everyone Laughs Ending: The ending of the episode starts as this, but then it turns into a Mass "Oh, Crap!" after Sapphire remembers their upcoming test that they forgot to study for.
- Faux Horrific: At the end of the episode, after the girls believe that nothing can scare them anymore, Sapphire remembers they have a test coming up, which horrifies them all.
- Gratuitous Rap: The BFFL use one in an attempt to do their routine and as part of the spell to get Simon to leave Topaz's body.
- "I Know You're in There Somewhere" Fight: Amethyst pulls one on Topaz, knowing she should say the spell with them to get it to work.
- The Mirror Shows Your True Self: Reflections show the true forms behind magical disguises, and lets Amethyst realize that Simon is possessing Topaz.
- Voices Are Mental: When Topaz is processed by Simon, she starts speaking in Simon's voice.
