Every year the small town of Frame Ole May prepares for their annual festival, where the main focus is always the "Best Fruit Contest." And every year William Hill falls short, but not this year. He storms the town and takes everyones, prized fruits to make sure that he wins, but little does he know this year's bunch are a little special. Spilt and the gang escape from William Hill's grasp trying to get home in time for the fair, but it is WIlliam Hill who faces everyone when he is finally caught.