Tripitaka is shocked when his three followers bathe in a pool and are transformed into babies. It's a Fountain of Youth, and it belongs to two Spirits of Time Passed. Tripitaka must make one of these spirits cry, and use the tears to change his disciples back. Leaving Monkey, Pigsy and Sandy with a babysitter, Tripitaka goes in search of these cannibalistic spirits. Believing Tripitaka won't return, the babysitter decides to sell the three babies at the local market.