Ozma sends Maddy to find Frau Totenkinder. King Cole tells Frau that they have no more money, and that means the Farm will slowly go downhill as well. She also asks if he can bring a special gift to Beauty and Beast. Bufkin witnesses Baba Yaga creating a stew of flesh and bones. Both King Cole and Geppetto who is now free, get lost in the woods of the Farm. Frau Totenkinder prepares for her journey, and makes herself young. She then goes though a magical door. Bufkin confronts Baba Yaga and the genii, but they laugh at him. Beauty tells Beast with joy that she is finally pregnant.