Sooty & Co are staging their own pantomime. Matthew is playing the ugly sister, Soo is playing Cinderella, Sweep is playing Zipper (a modern-day version of Buttons) and Sooty is playing Prince Charming. Shane Richie and William Roache drop by to audition for parts but William Roache has no acting experience and Shane Richie was looking for Granada Studios. Later, Neil Buchanan from Art Attack drops by to help the gang with some Christmas decorations. The panto is a great success and a little girl is sad when it ends so Matthew sings her a song to cheer her up.