The May Day Fair had been held on Honey Bee Meadow at the top of Bodmin Hill above Lostwithiel, Cornwall, for centuries. The local animals were horrified when a notice appeared that there was to be a housing estate built on the field, which would put an end to the fair. The animals came up with a plan to ambush the lorries carrying the building materials, with the help of the magic powers of Fairy Godmother Jude and Raspacious the Wicked Witch. There were some strange shops in Lostwithiel. One sold a special magic cream called Factor 21, which used ingredients from the Teardrop Tree in Lerryn Woods. The teardrops were collected by the strange white bunnies who could turn themselves black every time they sang in their choir, which was conducted by Fitbit, who played the organ and mended shoes in his little repair shop in town. Meanwhile, Scrundle, the scruffiest cat in Cornwall, falls in love with the beautiful Demelza and their destiny plays a part in the outcome of the story.