Rainbow visits the world she must protect, the Earth. There she meets Brian, a boy who needs some friendly encouragement about him. Rainbow makes a ball out of star sprinkles and blows it making a rainbow. He accidentally walks through an actual rainbow and is suddenly all colors. He then meets Rainbow, Starlite and Twink. Rainbow tries to undo it but cannot. They take him to Rainbowland to fix him. There he meets everyone else. Murky and Lurky come along with another gloom machine. Rainbow stops his smoke. In the color cave, Murky kidnaps Canary Yellow, Indigo, Patty O' Green and Red Butler with his gloomy fog. Then Rainbow fixes Brain. The Sprites then tell them that Murky kidnapped the kids. Rainbow, Starlite, Twink and Brian go to the Pits to rescue the others. Unfortunately Rainbow's powers don't work in the Pits. Starlite can't fly and he is getting weaker. Murky is using the star sprinkles for evil. Starlite falls into quicksand. Rainbow tries to make a human chain to pull Starl