Star and Marco try to determine who has been redecorating her room, with Mr. Diaz only accounting for a small project. Marco discovers that Star has been "sleep spelling", that is, casting spells when sleepwalking. He tries psychology to try to treat... (more) her but learns that she is actually trying to defend herself from an intruder, revealed to be Princess Smooshy, an ugly "goblin-elephant" princess who wants to steal Star's face so she can avoid getting sent back to St. Olga's Reform School for Wayward Princesses after escaping it.