The girls are having a sleepover at Zee's house, but as they fall asleep, they suddenly are having nightmares. Zee, the only girl who doesn't have any fears, used her magic to get inside her friends' dreams, starting with Karen's dream, where Karen is afraid of public speaking and she cries in a bunny costume.
Then, after Zee saw something, she went to Diana's dream, where Diana is afraid of teddy bears, apparently, and the teddy bears all pile up on her to suffocate her. Zee sees that monster and chases after it, as she goes to Babs' dream, where Babs is afraid of flying sharks. Fortunately, Babs sprayed the shark repellent on the shark, and Zee chases after that imp, while going over Kara's dream where Kara is being chased by cockroaches. The imp introduces himself as Fuseli, lord of night terrors, and then he caused nightmares on Jessica in her dreams, as books attack her and pile up on her.
Zee then used her magic to entrap Fuseli in her own dream. However, he opened Zee's box that contains her own fear, and her fear is herself, the dark version of Zatanna. Zee admits that she is afraid when she gets overpowered by herself, but then, she conquers her fears and absorbed all of the dark magic, defeating Fuseli and getting him out of her dream and back to the real world. As the girls wake up, Zee tells them that Fuseli is powerless to cause any more nightmares. As punishment, Fuseli is forced to work with Babs at the Burrito Bucket.