Once again, the player controls a cute witch riding on a broomstick in this horizontally scrolling shoot'em up game.
A sequal to Cotton and the plot turns in the Kingdom of Pumpkin has lost the magic "Bluewater Willow" from the Kingdom's treasury which was stolen by Appli, another rival witch that resided in the kingdom. She wanted to use its magical power for her own use. However, mysteriously, a tornado flung Appli into the neighboring forest and she loses the Bluewater Willow. Shortly after Appli comes to, Cotton happens to run into her. Appli tells Cotton about the Bluewater Willow she is searching for, bad idea because Cotton is always thinking about one thing candies and her favorite candies are the Willows! The search begins.
The players controls one of two witches, first player controls Cotton and her sidekick a fairy called Silk and the second player controls Appli and her sidekick, a talking hat called Needle, both characters play the part of the protagonist and must destroy every enemies through different levels to reaching the end and recover the magic candy.