Deep in a forest lies a paradise shared by fairies and insects, where Popo the Fairy lives happily alongside Mushiking, the King of Beetles, and many other beetles. One day a carefree beetle from a different forest, the Iron Stripe Stag-Beetle, turns up in front of Popo wanting to challenge Mushiking to a fight. Suddenly Iron Stripe and Popo come under attack from a red-eyed Blue Hercules Beetle. That beetle is being controlled by Adder, the Fairy of Darkness, who schemes to take over the forest. Mushiking hurries to the rescue, but a second beetle bent to Adder's will, the Giraffe Stag-Beetle, shows up and leaves Mushiking with a battle on his hands. With a shadow of darkness closing in on their peaceful home, the forest's heroes have to combine their strength to stand against Adder. Expect beetle battles and a fantasy adventure about defending the forest.