The film opens on a normal day in P

The film opens on a normal day in Pixie Hollow and Zarina, a Dust Keeper fairy, is always wondering the possibilities of what else Pixie Dust can do. However, Fairy Gary is against her curiosity and tells her that dust keepers do not tamper with Pixie Dust. However, when her experiments with Blue Dust causes major chaos, she becomes excluded from dust-keeping. Sad and hurt, Zarina runs away from Pixie Hollow.
One year later, the fairies of Pixie Hollow are celebrating the Four Seasons Festival. As the Winter Fairies perform their act, Zarina returns and summons some poppies that put all the fairies into a deep sleep except Tinker Bell, Vidia, Rosetta, Silvermist, Fawn and Iridessa; who take shelter, and Clank, who was gone at the time. After putting all the fairies to sleep, Zarina heads for the dust depot and steals the Blue Dust. Without the Blue Dust, the Pixie Dust Tree can’t make Pixie Dust and without Pixie Dust the fairies can’t fly, much to Iridessa’s horror.
While Clank stays to watch over the others, Tinker Bell and the other fairies go after Zarina who leads them to the coast and, to their shock, pirates. At first, they think Zarina has been captured, but soon find out that their captain is none other than Zarina. The fairies get the Blue Dust back, but when they try to make their escape, Zarina casts numerous colors of Pixie Dust switching the fairy’s innate magical talents.
• Tinker Bell becomes a water fairy.
• Silvermist becomes a fast-flying fairy.
• Vidia becomes a tinker fairy; much to her horror and disgust.
• Iridessa becomes a garden fairy.
• Rosetta becomes an animal fairy.
• Fawn becomes a light fairy.
Struggling with their swapped talents, they manage to find Zarina and her band of pirates. It is revealed by the cabin boy, James (the future Captain Hook and Zarina’s closest friend), that a year ago their ship turned a drift and they lost everything until they met Zarina who became their new captain with a promise to make their ship fly. Then they will able to plunder across the world’s greatest wonders and will stop at nothing as they’ll be in the sky.
They arrive at their secret hideout at Skull Rock where the fairies discover that Zarina and the pirates have grown a Pixie Dust Tree of their own.
After docking, the pirates begin to work on making the dust. The fairies attempt to get the Blue Dust back again, but Iridessa was unable to control her garden fairy talent and causes a chaos that reveal themselves and get captured. Tinker Bell tries to convince Zarina to come home but she refuses, still hurt by nobody appreciating her talents.
After the fairies are taken down below the Pirates begin creating Pixie Dust which becomes a major success. Curious about what it’s like to fly, Zarina sprinkles some of the dust onto James allowing him to experience the wonders of flying. After a joyful flight around the cave, James and the pirates suddenly betray Zarina and lock her in a lantern.