Windy Wiggs and Willy Newton find themselves in Eerie, Pennsylvania, where Willy is tracking down a pen-pal. Willy is hoping said pen-pal, Hazel Shotland, is a beauty. Willy sees the blonde-haired beauty he hoped for, however, Hazel is actually a witch after Willy for spell components. While Willy is blinded by Hazel’s beauty, Windy discovers something suspicious about Hazel, including dancing brooms and black cats.

Hazel has Willy in her spell, but Windy sees her for the hag she is. Hazel transforms Windy into a horse, in revenge for spoiling her plans for Willy. After outrunning the Dog Food truck and Shady Lady Stables, Willy tricks Windy into being part of a horse race, with Willy up to get all the money if he wins. Windy wins race after race, which spoils Hazel’s fun. Hazel transforms Windy into a sparrow.

Willy sprains his ankle and is brought to the hospital, where he hits on the nurses. Windy the sparrow works his way into the nurses’ change room, and when he performs some scat as a bird, endears himself to the nurses. The head nurse, Nurse Nicely, brings the scatting bird on TV, but Hazel shows up to spoil Windy again. This time, she transforms Windy into a giraffe.

Willy, his sorrow over Windy having broken the spell, now sees Hazel for what she really is. A chase across a state fair has Willy and windy chasing Hazel, as he police chase after Windy the giraffe. Willy forces Hazel to return Windy to normal.