- ♪
♪
♪♪
- ♪
- There.
Him. I bet he's an elf.
- Peter. - I'm just asking.
- You've been asking all day, and I'm telling you,
magical people don't go to human schools.
- You do. - I go to both.
- You're lucky.
Has Ruksy mentioned me?
- Peter, forget Ruksy. Forget everything you saw.
Don't talk about it... to anyone...ever. Okay?
- Alright. - KYRA: Promise?
- Yes, I promise.
- See you later. - Off to your other school?
- Peter. - Sorry.
- ♪
- [phone ringing]
- Hey, Mattie, what's up?
- You know what we haven't done in ages? A sleepover.
- I guess. - MATHILDA: My dad's away
for the weekend and Mum's at some conference thing,
so I was thinking maybe tomorrow night?
How about it? It'll be fun.
- Sure, why not?
- [magic zings]
- [groans]
- MATHILDA: Kyra, are you okay?
- Um, yeah, fine.
- See you then.
- ♪
♪
- [thud]
[thud]
- [magic twinkling]
- [exhales]
- ♪
- [magic zings]
- Hello?
Anyone here?
- MAXWELL: Aisle 13, Kyra.
- What's going on? - I think Ladder's developed
a sense of humor.
- That's not possible.
- MAXWELL: You know something about this?
- I...had a dream about it.
- DARRA: You dreamt you were stacking books.
- I dreamt I was in the library
and...books were flying off the shelves.
They were stacking up just like this.
- You did magic without being here.
- Like when you sent the message
when you and Darra were trapped in the beach.
- What's going on, Professor?
- Hard to say, I've never seen anything like this.
- I thought you knew everything.
- I have been known to give that impression,
but...in this case, I'm flummoxed.
- I know this book, it's the one I was touching when I got zapped
by Lily and Imogen. - [magic zaps]
- [yelps] - Kyra, are you alright?!
- I'm fine. - [magic zaps]
- Whoa, what was that?
- [squeaking]
- Kyra?
- LILY: That's our teacher. - IMOGEN: Or was.
- LILY: What did you do to him? - I didn't do anything,
it just happened!
- Transformation magic, that's senior level.
- You have to get him back.
- How? - I don't know,
we haven't studied transformation.
- MAXWELL: [squeaking]
- LILY: Poor Professor Maxwell.
What are we going to do?
- [phone ringing]
- It's Mathilda, we're having a sleepover.
- Cancel. - [phone ringing]
- KYRA: Hi, Mattie. - MATHILDA: Hey! I'm at yours.
Where are you?
- Um, you weren't supposed to come over 'til 5.
- Mum dropped me off early. When will you be here?
- I'm just finishing some stuff I had to do.
- MATHILDA: It's no problem. Your dad's here, he let me in.
I've made myself at home.
- Great.
See you soon!
- You can't be with Mathilda.
What if you turn her into a guinea pig?
- She's at my house, I have to go.
- Imo and Lily, go with Kyra.
If anything happens, you can help with damage control.
Ruksy, we need to find a counter-spell
to help the professor get back
and he can work out what's going on with Kyra.
- Well, well, look at the boss man.
- Got a better idea?
- MAXWELL: [squeaking]
- Hi, Dad. Hey, Mattie. Sorry I took so long.
I was on the way home and I ran into a couple of friends.
This is Lily and Imogen.
Meet Mathilda and my dad.
- Hi. - Nice to meet you, girls.
- I feel like I've met you guys before.
- Oh, they came to our game with the Gazelles.
Total basketball tragics. - Ah.
- I've invited Lily and Imogen to the sleepover.
- I thought it was just gonna be the two of us.
- It was, but when I ran into them, I thought,
"The more the merrier."
- [magic zaps]
- Come on, Mattie, it'll be fun. - [magic zaps]
- MATHILDA: O...kay.
- Did I say how pleased I was to meet you?
Because I really, really am.
- KYRA: What's going on?
Am I doing this?
- [magic zaps]
- Don't worry, I've got you covered.
- There you go, comfy house.
And you can borrow my PJs.
- Oh, pretty, thanks.
- Where's your stuff? - It was a last-minute thing.
- Where do you live? - Close.
- So, why don't you go home and get something?
- Not that close.
- What school do you guys go to?
- You wouldn't know it, it's kind of small. Boutique.
- MATHILDA: Okay. [nervous laugh]
- [knocking] - Sorry to interrupt.
Kyra, can we have a word before I go?
- What do your parents do?
- Uh...Mum's a vet. - Oh.
- And Dad's a...policeman. - Does he work with Kyra's dad?
- I wouldn't know.
And...Imogen's dad is a...
- Uh...he...
sells basketballs.
- And...your mother?
- She...
She cuts hair. - Toenails.
- She works in a salon and cuts hair and toenails.
- Um...let's see where Kyra's got to.
- You should've asked me first, Kyra, I don't know these girls.
- Sorry, Dad, it was all a bit of a rush.
- Well, do their parents even know they're here?
I should call them.
- They're working, probably not a good idea to disturb them.
- Yeah, but I-- - Dad, just--stop stressing.
You better scoot, you don't wanna be late.
- Well, have fun.
- [door closes]
- No offense, Kyra,
but your friends are kind of weird.
- Look, I know they're a little...unusual,
but they're really nice.
Trust me, you just... have to get to know them.
Wooh, I'm hungry, how about we get dinner started?
- MAXWELL: [squeaking]
- If we can't turn Maxwell back,
we'll have to tell the DMI.
- We can't. - We can't leave him
as a guinea pig. - We can't let the DMI find out
it was Kyra who turned him into one either.
Have you forgotten when Orla was here?
- She wanted to banish Kyra.
- I'm not giving anyone a reason to do that.
So we keep looking. Got it?
- MAXWELL: [squeaking]
- [dog barking]
- So...here's tonight's menu.
One Hawaiian pizza, though I cannot understand
why anyone would want fruit on their pizza.
- MATHILDA: Put the pineapple on my half.
- And one vegetarian pizza.
Lily and Imogen, you can make that one.
Just chop up some veggies and put them on the base.
- [magic zinging]
- [magic zaps]
- MATHILDA: What was that? - What?
- That capsicum just moved. - No, it didn't.
- [laughs] Yes, it did, I saw it.
- Oh, that was me.
"Hello, I'm Carly Capsicum, pleased to meet you."
- [magic zings] - And I'm...Charlie Capsicum.
- We're Carly and Charlie! - BOTH: The vegetable twins!
- LILY: ♪ We love to sing, we love to dance ♪
- ♪ We love to twirl, we love to prance ♪
- LILY: ♪ Sing, dance!
- IMOGEN: ♪ Twirl, prance!
- BOTH: We're the vegetable twins!
- You two are so funny! Aren't they funny, Mathilda?
[laughs]
- Hilarious.
- [toothbrush buzzing]
- Knock-knock! Imogen! What if I'd been Mathilda?
Little circles round and round, little circles up and down,
that's the way. [giggling]
Do you want me to show you how to brush yours, too?
- I'll pass, thanks.
Are you two...finished?
- I don't know how much longer we can keep this up.
Especially when a certain person is so careless.
- That's how I always brush my teeth.
- Do you think Darra and Ruksy
found a way to turn Maxwell back?
- If they had, they'd be here. - They better hurry up,
otherwise Mathilda will see something.
- [sighs] If only she'd go to sleep.
- [magic twinkling] - ♪
- Sleeping spell. - KYRA: No spells.
- Just a...teensy weensy one.
She'll feel wonderful when she wakes up.
- Lily, no spells on Mathil-- - [magic zings]
- Lily, I'm sorry. - I'll just change back.
My wand won't appear. My magic's not working.
- I'll make you big again.
- [magic zings] - [yells]
Stop, it hurts! - That's not good.
- Try again. - [magic zings]
- You've got ears!
- I can't get rid of them.
- [heavy breathing]
- This is totally out of control.
- What do we do? - Shut you in a cupboard.
You're a menace. - [yelps]
- What was that? - What's what?
- There's something on your dresser.
- There's nothing on my dresser. - No, nothing at all.
- [chuckles]
So why are you both standing there?
- I was showing Imogen how nice my room looks from this angle.
- IMOGEN: Yeah, way better than over there.
- KYRA: Must be the light. - Must be.
- Why are you wearing a beanie?
- Bad hairdo. - Head cold.
- Right.
Um, where's Lily? - She went for a walk.
- MATHILDA: Now? It's dark.
- She wasn't feeling very well.
- MATHILDA: She seemed fine before.
- It came on really fast.
- Was it because of my pizza? - I'm sure it wasn't.
I'll go check on her. I'll try the library.
- MATHILDA: I don't think it will be open.
- Our school library is.
- Why would she go to the school library if she feels sick...
at night...in your pajamas?
- If it helps her feel better, why not?
- Well, it's no more weird than anything else they do.
So, how do you know them?
- I told you, I met them at the basketball final.
Hey, how about some ice cream?
- I couldn't, I am full.
- ♪
- [magic zings]
- Kyra shrunk Lily,
I've got ears, and we're both visible,
so you better tell me
the professor's not a guinea pig anymore.
- I wish we could, but... as you can see--
- You lost him? - He was here a moment ago.
- Well, find him.
- Professor! - Professor!
- RUKSY: Professor!
- Are you glued to that dresser? - No, I just like it here.
- Kyra, what is your problem? - Problem?
- You've been acting strange all night.
Although, not as strange as your kooky friends.
- [door opening] - Look, I was really hoping
that we could talk-- - Did you find Lily?
- Uh, Lily wasn't at the library.
The poor little guinea pig seems to have disappeared.
- MATHILDA: Well, if she's feeling sick,
she's probably gone home.
- You're right. - So...I guess it's bedtime.
- I should put these in the wash.
- MATHILDA: You're doing your washing now?
- They're a bit pungy. [sniffs]
Wouldn't want the smell to keep you awake!
Imogen, why don't you keep Mathilda company?
Back soon.
- Isn't this a great sleepover?
- [crickets chirping]
- DARRA: Maxwell. - Professor Maxwell.
He's a guinea pig, he can't answer us.
- Maybe he'll recognize our voices
and come looking for us.
It's okay, we'll find him.
- Stay away, I don't want anything to happen to you.
I'm gonna try down here.
Professor? - Professor?
Maxwell?
- KYRA: Professor!
- Are you gonna stay there all night?
- Um...I'm... doing some stretches.
- That's no good, let me show you.
- No! - Why not?
What is on the dresser? - IMOGEN: Nothing.
- [phone ringing]
- I need to take this.
A little privacy, please?
Hey, Mum, I'm at Kyra's.
Do you mind? It's personal.
- No problem.
- Mum, it's okay, I get it.
You and Dad tried to make it work but you couldn't.
Yes, I know that you both still love me.
Lots of kids have parents who get divorced,
it's no big deal.
No, the announcement just was a bit sudden, that's all.
I'm fine. Honestly.
It's all good here. Um...we had pizza.
Look, I should go, um...
I love you, Mum.
Bye.
[sobbing]
- ♪
- MATHILDA: [crying]
- Professor Maxwell?
Professor?
- DARRA: Professor?
Professor.
- [squeaking]
- Professor? Don't...move.
- Professor.
- [magic zinging]
[magic zaps]
- ♪
♪
- Kyra?
- Don't...move...please.
- ♪
- [magic zaps]
[magic zaps]
- ♪
- [magic zaps]
- How long have you been standing there?
- Are you okay?
- I think so.
- ♪
- I'm sorry I turned you into a guinea pig, Professor.
I didn't mean to, it just...happened.
- That would explain my craving for carrots.
- What did you do to turn him back?
- I don't know.
- All she did was touch the conjuring book.
- I know things have been a little strange tonight,
and what you really wanted was to talk to Kyra.
- How do you know? Were you listening?
- LILY: No, of course not.
But if you want someone to talk to about your parents--
- So you were listening. It's none of your business.
- No, Mathilda, I just...
I could tell it was something sad because you looked sad.
I know Kyra's your best friend, but I'm a really good listener.
- MATHILDA: So, what do you do? - LILY: When I feel sad--
- How's Lily? - All good.
She's in there with Mathilda.
- On her own?
- MATHILDA: What? - LILY: His arm.
- MATHILDA: [laughing] - LILY: Here's another one.
Why do elves make good listeners?
- Why? - Because they're all ears.
- [laughing]
- Sorry I was gone so long. - It's fine.
Lily and I got to talking. It's just what I needed.
- If you needed to talk, you should've said.
- There was never a right time. Plus, Lily's been amazing.
It's like we've been friends forever.
- Replaced me, have you? - Never in a million years.
- We should totally do this again.
What do you say, Imogen?
- Yeah. We should.
- To sleepovers.
- [camera clicks]
- ♪
- [wheels squeaking]
- KYRA: When I was looking at that book,
I saw a...glowing sphere.
Any idea what that means?
- The mind does play tricks.
It's likely the product of the stress that you were under,
all the random magic going on.
- I guess. But why a glowing ball?
- Why did you turn me into a guinea pig?
- [chuckles] I don't know.
- Any other random events since yesterday?
- No, whatever it was seems to have settled down.
But I still can't help thinking it's somehow
connected to that book.
- Of course, I'll look into it.
But I'm certain that the book
has absolutely nothing to do with it.
- Okay, Professor, you're the expert.
- But just to be on the safe side,
I think we should skip class for a few days
until I've had time to... look into this properly.
- If you think I should.
- [magic zaps]
- Ladder.
- LADDER: [creaks]
- Take this to the restricted section, keep it safe.
No one is to touch it. Understood?
- LADDER: [creaks]
- ♪
♪
♪♪