Nerville builds a carnival for the fruits and veggies to enjoy, but the rides such as ferris wheels, carousels and rollercosters start to destroy without explanation.
The Food Carnival opens and the fruit gang goes in. Orange and Passion Fruit ride the ferriswheel together while Grapefruit and Peach make fun of them. Midget Apple is too small for the ferriswheel and the bumper cars so he is forced to go on the baby rides. Marshmallow dings the bell and wins a stuffed unicorn who looks like his sister. Suddenly the carnival starts falling apart. Orange and Passion are stuck on the ferriswheel but Orange kicks her off and she lands on a pile of stuffed animals. The wheel collapses and Orange falls on the bell. Passion kisses Orange for saving her life and Orange gives her a teddy bear he won for dinging the bell. Nerville accidentally hits Midget Apple with a mop which he decides to use as a ride but the mop breaks too.
- This is the first episode where Passion Fruit kisses Orange. The second is Defending Your Fruit Cart Part 2.