When Mark lands in Lidsville, the bad hats mistake him for a spy and take Him to Hoo-Doo, the evil magician of Lidsville. Hoo-Doo makes Weenie Genie take him to the dungeon. Mark explains to weenie about the real world, and they plan to escape Hoo-Doo's top hat. Soon they are suspended over the shampoo river, and are rescued by twirly, the good beanie, and are taken back to the good hats.

When an old map with a golden ladder on it is found, everyone thinks its a way oyut of Lidsville. While mark , Weenie, and Colonel Poom set off to find the ladder, Hoo-doo decides that the good hats must be punished. Hoo-Doo and his minions decide that hats fear stomping, so Hoo-Doo breaks out Big Daddy. Big Daddy is a blow-up image of Hoo-Doo. When Mark, Weenie, Colonel Poom fail to find the ladder, they come to find their friends almost being stomped. They pop the blow up thing, and save the day.

To escape from Lidsville, Weenie conjures up a flying carpet. When Hoo-Doo catches wind of their plan He makes a giant vacuum. When Mark tries out the carpet, he's sucked in by the giant vacuum. Now in Hoo-Doo possesion, He makes Mark walk off the top of his top hat home. When the carpet comes to Weenie, He saves the day by catching Mark before he walks off the plank. When Hoo-Doo attemps to stop them He falls off the plank instead.

When Weenie feels that the good hats and Mark are neglecting him, he runs away. Back at the top hat, Hoo-Doo realizes how valuable the genie was when things start to fall apart. He goes to Lidsville demanding the genie. When Weenie wont come because he is wearing ear-muffs, Hoo-Doo captures scorchy, the fire helmet, and nursie and threatens to destroy them if he doesn't get weenie.When every-one is in the top hat weenie takes off his ear-muffs and comes. Hoo-Doo makes him throw his friends in fire. When Weenie says no, Hoo-Doo plans to turn every-one into toads. Weenie pushes the mirror in front of Hoo-Doo, And he becomes a toad himself.

When an old map is given to mark and weenie, they set off for the real world. Hoo-doo comes to evict the good hats for not paying their taxes. When the map turns out to be a fake, they come back to find the bad hats living in the good hats homes. When they find them, they decide to disguise mark as the great whizzo. Hoo-doo decides to have a magic duel to find out who is the greatest magician of all time. After a few small tricks, Whizzo decides to blow Hoo-doos house to kingdom come using fire crackers. Mark gets the good hats houses back.