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The Cromwell clan live in the real world, except for their grandmother who lives in Halloweentown, a place where monsters go to escape reality. But now the son of the Cromwells' old enemy Kalabar has a plan to use the grandmother's book to turn Halloweentown into a grey dreary version of the real world, while transforming the denizens of the real world into monsters. Only Marnie, a fledgling witch, can thwart the evil scheme.