A masked man wielding a mysterious clarinet, constructs a fortress in the sky and begins abducting people. This man, who proclaims himself to be the Land of Memories' king Marsh, confronts Mana and the Precure, accusing them of forgetting their memories of the items they've thrown away. He then traps the Precure into films of their memories as revenge. A new fairy, Bebel, approaches the Precure's fairies and tells them they need to free the Precure to stop Marsh, who is being deceived by the clarinet.