Return to Halloweentown (2006) - full transcript

Marnie and Dylan have graduated high school and are now going to go to college at Witch U in Halloweentown. Marnie is offered a full scholarship, Marni's mother, Gwen of course does not want her daughter at school in Halloweentown so she forces Dylan to tag along. At the school, witches and warlocks can't use magic. Marnie soon makes a new friend named Aneesa, whom is a genie. Marnie soon discovers that she is partly to blame for the rules against the use of magic at school. At one point a box, with the name "S. Cromwell" inscribed on it, magically appears in front of her. Most people at the school believe that Marnie used her magic to conjure up the box, but it was brought to her by fate.


MAN: And now, a reading of the prophesy.

"And it shall come to pass,
at the close of the first millennium

"at the rise of the Halloween moon.

"a Cromwell of great power
will embrace the gift."

Marnie Piper is the Cromwell
of the prophesy.

The one we have waited for.


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GIRL: Keep, give away.

Keep it, give away.

Mmm. Keep it.

Give away.

Keep it.


-Hey, Mom.
-What is going on in here?

I decided to make a new start.

I'm cleaning high school out of my closet.

Well, actually, it's cleaning itself out.

I'm just helping it make decisions.

(SCOFFS) Did I buy that dress?

I bought that.

Ohh! Love it.

Mother, I just want to speak to her.

Well, where is she? Well, tell...
I just want to talk to her for a moment.

Mom, are you talking to the soup again?

Absolutely not. Ow.

-Uh, there's room for that in the garage.


Ahh! What?

Stop with the magic.

-You said no magic around Sophie.
-And Sophie's gone.

Don't remind me.

Traipsing around some other dimension.

Learning magic and doing spells.

She's just too young.

Mom, relax. She's with grandma Aggie.

Ohh, and that's supposed
to make me feel better.


Mom, the soup?

Oh, Okay. Who wants soup?

-Not me.
-Not me.


Well, we'll just let it simmer.

WOMAN: Yoo-hoo!

Pick up!

Oh, Marnie, dear.
I thought the call was dropped.

-No, we're right here, Grandma.
-Hello, Mother.

Gwen, darling, I want to go over
one more thing with you

before we lose contact.

Lose contact? Who's losing contact?

Why are we losing contact, mother?

Well, Sophie's training
is progressing beautifully.

But her inter-dimensional time travel

needs a lot of work.

Must run in the family.

The time travel messes out...

Mother, you're fading.

You won't be able
to con... contact me... me.

Be in touch as soon as I can... can...

-Oh, Marnie, congratulations.

Bye, Grandma.

Man, the soup pot coverage
in this area stinks.

Congratulations on... what?

I've been accepted to Witch University.

I'm going to college in Halloweentown.

No, Marnie. (LAUGHS)
We discussed this.

You're going to community college
for two years and then to state.

That's exactly what everyone here does.

I'm not spending another four years
with the same people.

Well, you're not going to spend it
with a bunch of witches either.

What's wrong with being a witch?
I'm a witch. You're a witch.

I just want college to be different,
like you said.

-GWEN: College here will be different.

I'll still have to hide my magic
because of a few people.

I want to use it.

I have powers nobody else has.

Powers I haven't even discovered yet.

I want to dig deep and find out who I am.

With all that power
comes responsibility, Marnie.

You stole that from Spiderman.

Listen to me, Marnie,

the world is...

Not all magic is good. Okay?

There are some very bad witches
in Halloweentown.

Mom, I know you want to keep me safe,
but I'm 18 now.

You can't control me anymore.

I'm going to Witch U.

Well, I won't pay for it.

You won't have to.

Hello, Marnie.

My name is Dr. Luciana Goodwyn,

and I'm the Chancellor
of Witch University.

On behalf of the entire faculty,

I want to extend to you
a full scholarship.

We would be proud
to have a Cromwell at Witch University.

I can't believe
you would apply for a scholarship

without even asking me.

I knew you'd never approve.




I don't think she trusts you.

I can go to college by myself,
everyone else does.

Can't you make these bags grow legs?



That's not what I meant.


So, do you have everything?

I think so.

I wanted to give you this.

It's a personal witch's glass.

It only calls home.

I mean, if you need anything.


Come here.

Okay, you got to get going now.


I can't believe I'm really
going to Witch University.

I wonder how I'll be transported there.

Maybe they'll send
a train of black carriages

turned by headless horseman.

Or maybe they'll send
a flotilla of Spanish galleons

to carry us across a misty lake.

DYLAN: Or maybe they'll just send Benny.

-Hey, kids, welcome back.

Hey, Benny.

MARNIE: We're not kids anymore, Benny.

Sister, to me everyone's a kid.

-What's that all about?

BENNY: It's the millennium anniversary
of Halloweentown.

There's going to be a celebration
up at the castle on Halloween night.

Big shindig.

Man, this is the perfect time
to go to Witch University.

Yeah, perfect.

BENNY: Okay, hey, kids,
why did the skeleton stop for barbecue?


BENNY: Because he needed
some spare ribs. (CHUCKLES) Get it?

Hey, hey, what did the skeleton say
when he jumped on his motorcycle?

Bone to be wild.

Hey, it's the university.

BENNY: Ain't she beautiful?

Okay, that's pretty cool.

BENNY: This street is really... marrow.
Get it?





Posters to be scratch and sniff.

This is exactly the way
I imagined it would be,

exciting and ancient and magical.

Enjoy your stay in Halloweentown.


Hello, university.

Hello, Marnie.

Dr. Goodwyn.

Welcome to Witch University.

And you are?

My porter.

Her brother.

Hi, I'm Dylan.

Dylan, well, shall we?




So, the young Cromwell is finally here.

Alert the members of the Dominion.

By Halloween night,

the prophecy will be fulfilled.


Sweet. My kind of people.

You mean, witches and warlocks
that look just like us?

Or all of those other weird creatures
burdened by magic.

I mean, students, which you are not.

Hey, is that Ethan?

Hey, Ethan!

Aren't you late for something
like, your own life?


No kidding, but I promised mom
I'd help you move in.

-Show off.

You know, your powers won't wait forever.

You better use them before you lose them.

-I preferred the power of my brain.
-But magic is so much more fun.

MAN: Decino Beneficio.




Did he say dusty venison?

He said, Decino Beneficio.

You speak Latin.

Want to translate that
into an Undead language?

It means, no magic allowed.

In the dorms?

-In the university.

Didn't you read the handbook?

Uh, yeah, I read the handbook.

Refresh my memory?

It says, use of magic
on university grounds is prohibited.

Use of magic to complete school work

will result in disciplinary action.

Use of magic on or against
any student, staff member,

or professor will be grounds
for immediate dismissal.

Good to know.

Insolent child.


Somebody needs more fiber in their diet.

And I'm not a child.


I'm Dylan.


I'm not your type.

Hey, no magic allowed.

She speaks Latin.

Please, tell me
you're not crushed on that.

Into a fine powder.

Time to go home, Dylan.

Uh, not really.

Uh, yeah it is.

I'm staying.

That's funny, 'cause it just sounded
like you said you're staying.

I'm a student.



That's funny, 'cause it just sounded
like you said here.

Mom only agreed
to let you go if I said I'd go, too.

Trust me, I don't want to be here either.

Are you kidding me?

-I got to go find my dorm.

-MARNIE: Fantastic.

What a great room.


No magic in school.

This is Halloweentown.

It's supposed to be all magic,
all the time.


I can't believe my mom
sent my little brother to baby-sit me.

MAN OVER P.A.: Clean-up on aisle 7.

Clean-up on aisle 7, please.



No waiting on check stand 3.


Oh, nice bracelet.


What are you doing here?

Visiting you at college, of course.

Oh, I was hoping you'd get this room.

Where's Sophie?

Oh, she's touring the galaxy

for some little green docents.

I've seen it a million times.

I'm so glad you're here.

I have so many questions to ask you.

And so little time.

You know, your mother's on your side.

Try to cut her some slack.


Oh, dear, the solar flare
is about to interfere with my slip stream.

You must be very careful
while you're here, dear.

There are secrets.

Things I should have told you.

Well, tell me now.

There's no time. Ohh.


I'm sorry, dear.

What if she's not okay
and that's why she isn't calling?

I'm just not good at this.

-Oh, right. Here.

I'm a mom, that's what I do.

That's what I've always done.

I guess I just didn't realize
they'd all fly off at once.


I have an empty nest.

Will there be anything else?

I just want my little birdies back.

Ma'am, your groceries.

Meltdown on register 3.

WOMAN: Come in.


How Zen.


Um, my name's Marnie Piper.

I got your card and I just...

Holy smokes.

WOMAN: Marnie.

I'm Aneesa. Your resident advisor.

My resident advisor is a genie?

The first to be accepted
to Witch University.

My parents are very proud. Tea?

Yes, thank you.

But anyway,
I invited you here to talk about you.

Any questions about the school?

Yeah, what's with the three style slaves
that patrol the commons?

Sinister sisters.

Well, I mean, they're a bit snippy, but...

Sinister's their real names.

-Scarlett, Sapphire, and Sage Sinister.

Their father is a very rich
and powerful warlock.

They rule the school.

WOMAN OVER P.A.: Our specials today
are monster mash with pig wings,

dung beetle salad, newt's eye gravy,

and succotash a la scorpion.

Thank you.



Hey, if magic is illegal,
how come they get to use it?

They're not.

Some guys will do anything
for Scarlett and her sisters,

even if it's illegal.


STUDENT: Teacher.

Don't they have any self-respect?




Wow, that's quite a vocabulary
you guys got there. I can hardly keep up.

-Marnie, who's this?
-Ethan Dalloway.

You two know each other.

I just wanted to say I'm sorry,

you know, for everything.

No, I'm sorry.

I mean, it must be really difficult
dealing with your father's exile.

Yeah, but your grandma's
been great though.

I actually worked for her over the summer,

helping her collect her
gnarlier potion ingredients.

Snake's spit, frog phlegm.

We get the picture.

You guys want to sit down?


So, do you have your class list yet?

Yeah. I've got history of the world,

magic and mortal,

magic beans,
using classic literature,

you know, pretty
normal college classes.

-So, what's up with this no magic rule?

ETHAN: Oh, that's new.

Students used to be required
to use their magic in the classes.

But that was when Witch University

was for witches only.
No monsters or mummies or genies allowed.

-When did it change?
-Last year.

Who's the dork that changed it?

-You are.
-You are.


When you opened the portal
between the worlds permanently,

a lot of kids from Halloweentown
went off to college in the mortal world.

Why would they do that?

Why would anyone want
to go off to college?

To get away from mom and dad.

-Far away.
-A whole world away.

Witch university needed more students
so they opened enrollment to non-witches.

That's how I got in, because of you.

Well, I mean, it's great, but...

why no magic?

To level the academic playing field.

It wouldn't be fair if witches
could use magic to do coursework

and the rest of us had to do it
the old-fashioned way.

MARNIE: Yeah, but look around.

Some of us aren't following the rules.

Sinister sisters,
those guys, they're using magic.

Yeah, but first they make sure
no faculty member is watching.

ETHAN: That's rule number two.

Do all the magic you want,
just don't get caught.



All I needed was a job.

Ahh. My nest isn't empty.

It is full of potential.

Hi, I'm Gwen Piper,

Real estate agent of this real estate.

So, if you have any questions at all...

What a dump.

I mean, the front yard is totally a mess.

I mean, would it kill somebody
to rake a leaf or two?

I really should tidy up now.



I vote for flummoxed.

MARNIE: Flummoxed it is.

Professor Periwinkle
is most definitely flummoxed.


ETHAN: She's a dead ringer for grandma.



Oh, fiddle sticks.


That'll be our little secret.


Now, I seem to have misplaced

my Collected Works
of William Shakespeare.

SCARLET: I have a copy, Professor.


Extra credit for being well-prepared,
Miss Sinister.

MARNIE: It's not fair.

She takes my book,
Breaks the no magic rule,

and gets extra credit for it.

DROOLING TROLL: Hey, Scarlett.

I was wondering if you'd like to help out

with the millennium celebration
culinary committee.

You're drooling.

Oh, only when I'm around food

or think about food,
or food-like substances.

It's a genetic condition,
nothing to be ashamed of.

Scram, snot-boy.


MARNIE: Are you okay?

She called you snot-boy.

Oh, she just can
never remember my name.

It's kind of a hard one.

MARNIE: What is it?

... the third.

Yeah, that's a toughie.

How come there's never a teacher around
to see them use magic?

Thank you, everyone's been very kind.

Apparently not everyone.




I'm sure.


My name is Dr. Ichabod Grogg.

You will address me as Sir
or Dr. Grogg, not Grogg,

Dr. G., G. Dawg, or G. Units.

On the desk before you,
you will find a single sheet of paper.

I require an essay

to ascertain your familiarity
with the entire history of the worlds,

both mortal and magical.

You may begin.

Thank you, Miss Sinister.


Dr. Grogg, sir, I think we got off
On the wrong foot,

-and I just wanted to say...
-Stop. Explain yourself.

That isn't my paper.

I wrote a full-page.

It was thoughtful,
well organized, and concise.

Something appears to be Missing.

The words perhaps.

That witch hexed my paper.

It appears someone did use magic
on this assignment.

Ha. See?

What I see, Miss Piper,

is that you're in possession
of a hexed essay.

There will be a thorough investigation,

and there will be consequences.

I can't believe it. Scarlett did that.

I should make her disappear.

Maybe she's just jealous.

You were ranting.

Why in the world would Scarlett Sinister
be jealous of me?


Ethan, that's so sweet.

MAN OVER P.A.: Marnie Piper.

You are wanted
in the Chancellor's office.


All righty then.


Dr. Goodwyn, I know why I'm here,
and in my defense...

Marnie, you're not in trouble.

I'm not?

How weird.



So, can we find out who hexed my essay?

Some spells leave a genetic fingerprint,

but this one was too common.
It could have been anyone.

So, how are you adjusting?

Honestly, I came here to learn alchemy
and amulets, potions and portence.

I mean, can't you offer
an elective just for witches?

-You didn't read the handbook?
-I skimmed.

When this school was first established,

an enchantment was placed on the campus.

All spells cast at Witch University
become permanent at midnight on Halloween.

You mean, permanent permanent?


And for many years,
it was a fine deterrent

until we had a small mishap.

How small?

A simple magical housekeeping lesson
went horribly wrong.

Half the freshman class had
to be sent home as teacups.

I'm just disappointed.

I mean, I came here
to learn how to be a great which.

Like you.

Marnie, you will learn
more about yourself here

than you ever imagined.

We are late for your next class.



Good. The class is all here.

But, uh, no classroom.

Adapperio Perplexio.


This is the old castle dungeon.

It's usually off-limits,

but this year we've selected a few of you

for a very special
educational opportunity.

You will spend this semester
unearthing the treasures

of a millennium
of Halloweentown history

buried beneath this castle.

3/4 of your grade will be based

on your personal discoveries here.

You will be supervised in your work

by our own expert
in all things historical,

Dr. Ichabod Grogg.

The fossil himself.

He's right behind me, isn't he?


Thousand years ago,
this school was built on the ruins

of Miss Piper's ancestral home,
Cromwell Castle.

I will instruct you all in the manual arts

of archaeological recovery
and identification.

-I expect great things.

Please, gather around.

At any archaeological site
you will ever encounter,

these are the tools of the trade...


You must be so curious what's down there.


Priceless family heirlooms,
buried treasure.

I'm just here to learn
like everybody else.

Ohh. But we're not like everyone else.

You heard what Goodwyn said.

What we find here determines our grade.

We're witches.

We have powers...

...which would be unfair to use.

What's unfair is having our magic
bottled up like this.

I don't know about you,

but my fingers are just itching to zap

some nasty old Cromwell antiques
out of that hole.



Dr. Grogg, look what I found.


DR. GROGG: Ha ha ha!



"S. Cromwell?"

ETHAN: Uh-oh.


How do I open it?

Use a key?

Where is the key?

Don't look at me.

You just had to show off.


You used magic in class.

It's all over school.
You could be expelled.

I didn't use magic.

Tell him, you guys,
I didn't use magic to dig up that box.

Sorry, Marnie, but it didn't look good.

Yeah, the whole earth shaking
beam of light thing.

The box landed right in your hand.

But I didn't do anything.

It just came to me
like it wanted to be with me.

-Like it... belonged to me.

And now, a reading of the prophecy.

"And it shall come to pass,
at the close of the first millennium

"at the rise of the Halloween moon.

"A Cromwell of great power
will embrace the gift.

"And all the world will find
peace under her Dominion."

Marnie Piper is a Cromwell
of the prophecy.

The one we have waited for.

And I am happy to report
the child has found

the ancient box which contains the gift.

Soon we will rule Halloweentown.

Or not.


Hi, Daddy.

Come in, come in.

You have made me so proud.

I heard how you lured the Piper girl

into using her magic
to bring forth the box.

Well done.

Now, you must get her to open it.

Uh, yeah. Listen.

That's not going to be so easy.

This Marnie chick is super tough.

She's just so goody-goody.

Why don't you just open the box, Daddy?

Everybody knows you're super powerful.

(SHOUTS) Silence!

Only a Cromwell may unleash the power.

Grogg, please.

Honey, Marnie Piper has to open the box

for the prophecy to be fulfilled.


Yeah, but if she has to use magic,
there's no way.

Goody-goody, remember?

Yeah, she like, follows the rules.

Then, we must work together girls.

We must tempt her to break the rules.

She must use her own magic
to open that box.

Do you understand?




This is going to take forever.

Maybe I could just...



Don't do that to me.

I'm sorry. I just...
I hadn't heard from you

And I wanted to make sure
you're all right.

I'm fine, Mom.

Dylan's Dylan. But he's fine, too.

GWEN: Well, good.

I'm fine, really, I'm fine.

Mom, you can't do this to me. I get caught
using magic, I could be expelled.

What? Expelled?

Sorry, I... I just knew
that I'd find you here.

You knew I'd be doing my laundry?

Are you spying on me?


When I was in college,
I did my laundry on Wednesdays, too.

Great. I'll be expelled
for being predictable.

Mom, do you know anything
about a family heirloom, some silver box?

Silver box.

Yeah. It's ancient and filthy and...

Man, does it need washing.


I love you!

Yep, I love this plumbing.

It's really good plumbing.

I can't get enough of it.

Am I seeing what I think I'm seeing?

Yes, Marnie.

You've spotted the elusive guy
doing his own laundry.

A rare creature indeed.

So, uh, you want
to just zap this stuff clean, and...

go get a cup of coffee with me?

I was just accused of using magic
when I didn't,

I'm not about to be accused
of using magic when I did.

I have no idea what you just said, but...

uh, you looked really cute saying it.

Why don't you just use your magic?

What magic would that be?

You know...

We're not talking about laundry anymore,
are we?

MAN OVER P.A.: Marnie Piper,

-meet the Chancellor at the dig site.


Chancellor really needs
to get a cell phone.

Rain check on the coffee?

And the magic.

It's beautiful.

Let's open it.

Small problem, there's no key.

Piffle. That's what magic is for.

Are you kidding?

I'm Chancellor of this university.

If I say it's okay, then it's okay.

Is this a trap?



You're young, you're a witch,

have a little fun.

Don't have to tell me twice,
or three times.

Open sesame?

Oh, well that was a bust.

Goodwyn actually asked you to...

Use magic to open the box?

Yes, I couldn't believe it
but nothing worked. Nada.

Why didn't she open it?

She said it belonged to a Cromwell,
so only a Cromwell could open it.

If only I had the key.

Hey, you think maybe you could
do that smoky-smoky thing

and just take a peek inside?


That only works with my own lamp.


S. Cromwell would know where the key is.

I wonder what the S. stands for, anyway.

My grandma would know.

She knows everything about Halloweentown.

I wish I could talk to her.

I don't know where she is.

I don't know when she is. (SIGHS)

So, what do Shakespeare's characters

in Midsummer Night's Dream
teach us about love?

Well, Helena knew
her boyfriend was a jerk,

but she loved him anyway.

Only because that freaky little fairy
cast a magic spell on them.


Fairies are not freaks. (GRUNTS)

Sorry, I'm just saying it's not love

if he's forced to like her.

Maybe she likes controlling him.

But you don't control someone you love.

That would be a nightmare, not a dream.

-That's a wonderful discussion, students.

All right, we'll pick this up on Monday.

Have a lovely weekend, all.





Professor Periwinkle?

-Yes, dear.
-Do you think I can talk to you sometime?


This is your office?

Oh, it's larger than it appears.


This is wonderful.

So, you obviously don't adhere
to the "no magic" rule here.

Oh, heavens no.

I refused to sign that pledge.

What is it you kids say these days?

Not gonna let the man keep me down?

We kids haven't said that for awhile.


What is it, dear?

It's just, you remind me of someone
I really miss right now.

Well, you're welcome here anytime.

So, how is your grandmother?

You know my grandmother?

Our family have been friends
since before Halloweentown existed.

Well, do you know an S. Cromwell?

-A Susan or a Sarah...

I wondered when you
were going to ask about her.

I haven't heard that name in years.

So, you know her?

Oh, yes, I knew her, a very long time ago.

You're not about to tell me
Splendora is you, are you?

Because I'm having
a very strange Star Wars moment.


Splendora was my friend.

We met in the early days of Halloweentown.

Well, what can you tell me about her?


I've said too much already.

I made a promise to keep
Splendora's identity a secret.

But you can tell me.

I can keep a secret.

PROFESSOR: No, it's too soon.

You're simply not ready.

Not ready for what?

When you can answer that yourself,
you'll be ready.

Now, I'm sorry, Marnie, I can say no more.




Scarlett, me amante.


I gotta change that ring tone.

-MARNIE: Dylan?

I need your help.

What took you so long?

I was in the middle of something.

I have a date tonight, okay?

Is that... cologne?

-Too much?
-Just a tad.

-Where are we going?
-This way. Just stay down wind.

You ever wonder about our family history?


Here's the place to find out about it.

History of the Cromwells.

Little Cromwell Women.

Cromwell's Inferno.

All of these books are about our family.

Uh, yeah, I caught the theme.

One of them has to tell us
who Splendora Cromwell was

and what she locked in that box.

Just give me a minute.

A minute?
Okay, I know you're fast, but...

I'm more than fast, I'm... magic.

Did you just use the "M" word?

I use magic to speed read, okay?

Not here, but in high school.

No wonder you skipped a grade.

It's the only thing
I use my powers for, I swear.

But... the rules.

Oh, okay.

I won't use magic to read.


Okay, just do it.

I know what's in the box.

What? What's in the box?


-What kind of power?
-The magical kind.

That's my favorite kind.

Inside that box is power
called the gift, capital G. It's...

It's a magical power
No other witch in Halloweentown has.

A thousand years ago,
Splendora Cromwell locked the gift

inside that box and buried it.


And nothing. That's all that I know.
There were...

Pages missing.

Mei amo.



Hey, hi, Scarlett.

We had a date, remember?

Sorry, doesn't ring a bell.

Oh. You don't remember,
that's okay.

-Um... I'd like to buy you dinner.

And I'd really like a unicorn for a pet,
but that's not going to happen either.

Is it, toad?

Hey, you can't
talk to my brother like that.

Oh, yes, she can.

Talk to me like that
or any way you want, actually.

Maybe I can help you
and your sisters with your homework.


MAN: Let's go babe.

In a moment,
she will appear in the cauldron.

-Don't say anything.

-I don't wanna talk about it.
-But something needs to be done.

She's using her powers
to terrorize the whole school.

That's what people with powers do.

They wield them.

Just leave it alone, Marnie.


After what she did to you,
I'm going to crush her into a fine powder.


Relax, it's Mom.

You got to change that ringtone.

Dylan, you're there.

Where else would I be?

You're all right?

I'm the same,
still a dork, still dateless.

Dylan, hang on a sec.

Now, now, sweetie,
your father and I thought you and Princess

could just share a room.

Princess needs her own room.

Okay, cupcake, we'll just keep looking.

After all, this is just a two-bedroom.

I'm sorry, did I say two-bedroom?

No, this is a large three-bedroom.
Go look.


How's Marnie?

She's sounded a little distracted
when I talked to her.

Um, she's...

She's there with you right now, isn't she?

Yeah. Put her on.

Hey, Mom. I've got a ton of reading to do.
So, I got to run, bye.


You shut the pumpkin on mom.

I can't lie to her, and I can't tell her
what's going on here.

Why not?

The last thing mom wants me
to have is more magic.

Marnie. Whatever's in that box

was buried for a thousand years

and I've got a feeling
it's supposed to stay that way.

Time is running short.

The brother is becoming a problem.

Then we must use him.

Make him part of the solution.

But he's her family.

That just means
she will do anything to save him.

Trust me.

ETHAN: Hey, Rapunzel.

Too bad, I just cut my hair.

How's the studying going?

I wasn't studying, I was doodling.

Popular class, doodling.

Yes, it's very difficult.

Dexterity and all that.

Think you can
take a doodling break tonight,

say like, eight o'clock?

I don't know.
I have a doodle final on Monday.

But... okay.

Great. Well, I'll see you tonight then.




I thought we were past that.

We are, definitely.

So, it's a beautiful night.

Yeah, perfect for flying, right?

Too bad we don't have a broom.

Yeah, I love flying.

-My favorite thing about being a witch.
-Mine, too.

Ethan, it's beautiful.

It was a gift from my dad from before.

We couldn't, could we?

Technically, we would be off campus.

You're right.

You first.

Get on.

I don't know.



I'm going to regret this.

Hold on.

ETHAN: Tree, tree, tree!



Hey, look at that!


-Wow, that was great.

-ETHAN: How about some ice cream?
-MARNIE: Sure, sounds great.

MARNIE: And we'll share it.

MAN: That's good.
I'll get it for you right now.


-MAN: You're welcome.

Healthy appetite.

I like that in a girl.

Thanks for taking me out.

Somebody needed to save you
from all that doodling.

Yeah, I've been kind of obsessed
with that box

I found in Grogg's class.

GIRL 1: He's so smart.

GIRL 2: And handsome.

Oh, great.

Like scary handsome.

And super scary handsome.

Thank you.

You're super welcome.

So, my physics test
is, like, take home.

Lucky, huh?

And my science essay
has to be 500 words.

I already have the title...

Mortals, why are they so totally boring?

Marnie, wait.

DYLAN: Clever.

You're cute when you're thinking.

I can almost see the little tiny gears
grinding in your head.

Get away from my brother.

No, don't get away.

SCARLET: Oh, relax, Mom.

He's just doing some tutoring.

Did you just call me mom?

Yes, she did, so stop acting like her.

Dylan, get up.


You tell her, Dylly.


Maybe you should start
on my book report now?

Yeah, Dylly?

Okay, what did they use, hmm?

A love potion, an adoration amulet?

He offered to help us, remember?

Okay, hex pens are one thing,

but how could you use magic on my brother?

(SNIGGERS) We couldn't risk using
our own magic to do homework.

Besides, I wouldn't call this magic.

Really, what would you call it?

-Let him go.

Make me.

You don't have the power
to control me, do you?

Not even close.

Wait up, ladies.

MARNIE: Dylan.


How could they disappear that fast?


ETHAN: Marnie, wait.

They could be casting
another spell on Dylan, as we speak.

To make him do what?

More math? He loves math.

Are you coming or not?

Whoa! What's going on?

MARNIE: I don't know.

ETHAN: Whoa!

MANIE: What's happening?


MARNIE: Something's not right.

ETHAN: What you mean, not right?

MARNIE: I don't know.

Ohh! Ohh!

ETHAN: Hang on!


Oh, no!


Hello, landing gear.

Sorry. I don't know what happened.

-ETHAN: There it is.
-MARNIE: Wait.

I can't believe it.

My broom's a snake.

Scarlett jinxed our broom.

I think she set us up.

I mean, she knew where we'd be,
she knew we'd have my broom.

You mean, she's spying on us?

Or somebody's doing it for her.

Come on.

MARNIE: What are you doing?

Taking a moonlit walk
with a beautiful girl.

It's a long way back to campus.

We just crash-landed on a broom
that grew a forked tongue.

How can you be so calm?

Having a near-death experience
is... strangely comforting.

As you know, next week is
a very special Halloween.

The thousand-year anniversary
of Halloweentown,

and the big celebration's
going to be right here

at Witch University.


May I just say

that I am just so privileged

to be a citizen of this great
big magical world of ours.

-Oh, man...
-ALL: Aww...

...I promised myself
I wasn't going to cry.

ALL: Aww.

-Thank you.
-Here you go.


Are you okay?

Oh, yeah.

Just got swept off my feet last night.

Sage, if you ever talk
to that loser again,

I'm going to cut you off, I swear.

Why doesn't Marnie
just cast a spell to stop Scarlett?

She can't. It's the one power
witches don't have.

They can't completely control
somebody else.

But the Sinister sister spell
is controlling Dylan.

ETHAN: Not really.

They can't make him
do something he'd never do.

The spell just amplifies
Dylan's own desires.

He's doing what he wants to,
he just...

-...can't stop.

I can't watch.

DROOLING TROLL: The only thing we ever ate
in my family was a goat.


So, who wants to be the first volunteer?

Uh... Marnie Piper, come on up here, girl.

Yeah, Marnie!


So good to see you.



DR. GOODWYN: Perhaps we've been unclear.

Do you girls realize what's at stake here?

Personally, I'm a little fuzzy.

We have only a few days until Halloween.

If you can get Marnie Piper
to assume the Cromwell gift,

we, my lovely daughters,
and all the witches of the Dominion,

will use our power to rule Halloweentown.

-DR. GROGG: No buts.

We must get her to open the box
and assume her gift.

We're trying, seriously.

Then we need to try harder, seriously.

We dug all these things up
with our bare hands.

Totally wrecked our manicures.

I tore a cuticle.



DR. GOODWYN: Are you sure about this?

We've tried everything else.

If she thinks she's doing something noble,

she'll do anything we ask.

What a wonderful presentation.

-A-plus, my dears, A-plus.

-Can we make her open it?
-No, no, our time is up.

Something to look forward to
for next time.

-Class dismissed.

I bet Dylly dug that scroll up for you.

Just like he took your psych exam
and wrote your physics paper.

Marnie Piper, please stay.

What now?

I didn't bring up that thing from the dirt
and neither did Scarlett.

Did you see her fingernails,
they're perfect.

Those Sinister sisters
use magic all the time,

but do they get expelled? No.

They get A-plus plus, my dears,
and that's just wrong.

-DR. GROGG: You're right.
-I'm right.

I'm right?


And I promise you,
I'll deal with them soon.

But right now, we have something
much more important at stake.

Something only you can help us with.


Open it.

MARNIE: I don't understand.

Your special, Marnie.


Upon the scroll is an ancient
Halloweentown prophecy.

It speaks of a powerful Cromwell
who'll bring peace to our world forever.

And you think that's me?

Marnie, not all magic is good magic.

There are dark forces at work
in Halloweentown.

On Halloween night,
here at Witch University,

dark forces will try to shatter

the peace and tranquility
of our millennial celebration.

You alone can save our world.

Fulfill your destiny, Marnie.

Find the key to this box.

Embrace your gift,

and Halloweentown
will continue to exist in peace.

Wow, no pressure or anything.

Now, go...

And trust no one.


ETHAN: Hello, boys.

Now, I know that you've been spying
on Marnie Piper.


I just need to know
who has been paying you

for your services, and why?

-Spill it, and these babies are all yours.


I have to talk to Dylan.

Just stop for one second.

If he's still under Scarlett's spell,
he won't want to talk to me.

Fine, I'll try.


It's Ethan. Dude, open up.




What is going on?

Four papers, two exams,
three book reports,

and a speech with visual aids.

-I got to get back to work.
-Of course, you do.

Don't try to stop me.

Wouldn't dream of it.

I can't disappoint Scarlett,
or Sage, or Sapphire.


What is that?

-My mother.

Marnie, where's Dylan?

Studying his brains out.

Oh, good. Are you okay?

Everything's going to be fine, Mom.

Going to be fine? What is going to be...

We're fine, Mom.

Call it mother's intuition
or witch's worry, but...

I realize it was a bad idea

sending you two off
alone to Halloweentown.


I thought maybe I could just
pop in for a visit.

No, why?

GWEN: Because I want to see you.

Why can't I come and visit?

Mom, you can't trust me
for one second, can you?

-That is not true.
-MARNIE: Other people trust me.

In fact, they rely on me.

My professors, Dr. Goodwyn,
even that old fossil Grogg.

They think I'm destined for greatness.
They believe in me.

I believe in you.

I got to go, Mom.

I miss you!


The... The birdies.

They've all...

flown away.

I just hope they come back soon.

MARNIE: We can't just leave him like this.
We need help.

Marnie, wait. Where are you going?

To get another witch.
There's three of us, we can do this.

No, we can't.

I know it's against the rules,
and we can all get expelled,

but this is Dylan we're talking about.

Marnie, I can't help you.

You can't, or you won't?

Marnie, it's complicated.

No, it's not, it's simple.
I thought you were my friend.

Marnie, they're using you.

Grogg and Goodwyn.

They're a part of this secret club
my dad used to belong to.

These seven witches
who call themselves the Dominion.

They're plotting to use you and your magic
to take over Halloweentown

and make slaves
out of all of the other creatures.

They want to rule Halloweentown.

No, you're wrong.

They're the good guys.

Unlike you, Ethan.


Professor Periwinkle,

thanks so much for meeting
me off campus.

I just... I needed us to be alone.

I have to talk to Splendora,

and I need your help
to travel back in time.

Talk to her about what?

About this age of prophecy
and the silver box and dark forces.

And the future of Halloweentown?

-Oh, then you are ready.

I think so.

I just don't trust anyone else to help me.

I know time travel is some serious magic,
and I don't want to get you in trouble.

Oh, fiddlesticks.
I live for trouble, dearie.

Shall we?

Good luck, Marnie.

Okay, right place.

Hopefully it's the right time.


Excuse me.



Benjamin C. Deadman at your service, Miss,

but Benny does have a nice ring to it now.

I'm looking for a witch
named Splendora Cromwell.

In truth, you know the great lady?

Absolutely. Can you give me a ride?

Do I seem like
some sort of taxi service to you?

Not yet, but you will.

Fortune teller, huh?

Hop on.


What does a skeleton say before he eats?

Bone Appetit. Ha!

MARNIE: A thousand years to work
on those jokes, and they still stink.

BENNY: Cromwell Castle, Miss.

Home of the great Splendora Cromwell.

Enjoy your stay in Halloweentown.

Thanks, Benny.


This is Halloweentown?


Buy some fresh fruit for the coronation?

WOMAN 2: Be careful, Periwinkle.

Oh, fiddlesticks.

Professor Periwinkle?


Name's Percilla, Miss.

Just a poor fruit monger.
Don't know no professor now.

I'm not like some of
the uneducated dopes around here.

I can read.

-I know, you teach Shakespeare.

Oh, yeah. He hasn't been born yet.

I need your help.

I need to find my cousin,

Splendora Cromwell.

The future queen of Halloweentown
is getting ready for her coronation.

WOMAN: Halloweentown!

Our future queen!

Queen Splendora!

Wow. She's... she's...

She looks just like you.

Splendora, we need to talk.

Look, I just need a minute.

Strange magic, this.

She has the appearance of the queen,
but she smells of mortal.

Smite her.

No. No smiting.

I need your help.

Be gone.

I said no smiting.

And no throwing in the Hoose Gow.

WOMAN: Psst.

Professor Periwinkle.

What's going on?

Splendora has locked herself in her room

and will not show herself
till the coronation.

-Which room?
-Her bedroom.

In the tower there.

I know just where that is.

Help me.

BOTH: Aviatis.

You forgot your cloak.


Splendora's room is my dorm?

Wow, I wonder what they give you
when you're a sophomore.

There it is.

Key... where's the key?

She hasn't used the box.

Splendora still has the gift.

Whether she wants it or not.

You must be of my family.

I put an enchantment of protection
upon this room

and everything that is in it.

-Only a Cromwell would be allowed inside.
-I am a Cromwell.


How is it we never met?

I'm from the future.

Oh, indeed.

That would explain the clothes.

Well, we can't all have a royal dresser.

Look, I'm here because I need,
whatever it is

that you're about to lock in that box.

Do you speak of this?

That's the gift?

This amulet was handed down
to me by my mother,

and her mother before her,
and so back to the beginning of time.

The Cromwell who wears this,

'tis indeed gifted
with a very special old power.

A power I would not wish upon anyone.

You could so wish it on me.

Do you understand
what this great power is?

No, not exactly.

Mark this, in this amulet
is the power of absolute control.

With it, I can will anyone to do anything.

I can control hearts and minds.

And you don't want that?

Our powers are to be used for good,
to help people.

Halloweentown is a refuge
for all kinds of magical creatures.

Those seven witches
call themselves the Dominion for a reason.

They want to use me and my gift...

to rule Halloweentown
and turn everyone else into slaves.

Ethan was telling the truth.

'Tis truly sad when a few people

force their views on everyone else.

My mom says that.

Then she is wise.

Tonight, they will
crown me their queen, and...

I do not wish to be queen.

Even my father said King Arthur
hated the whole royalty thing.

Your father knew King Arthur?

In truth.

Was your father Merlin?

No. Marvin, Merlin's cousin.


WOMAN: Splendora!

-I have made my decision.
-WOMAN: Come out here now.

Tonight, I will lock away
this terrible power forever.

Okay, I totally understand,

but before you do that,
can I just borrow it real quick?

-Why not?

-Man, you're selfish.





Adore me.

This gift is a curse.

With one word I could make you my slave.

This power can tempt

even a good witch to dark deeds.


Splendora, you must come out.

We must prepare you for your coronation.


WOMAN: Splendora.

Why don't you just destroy the amulet?

I cannot.

Three Cromwells created the amulet,

and only the power of three Cromwells
will destroy it.


Splendora Agatha Cromwell.

Did she just say Agatha?

'Tis my middle name.

I loathe the Splendora part.

When all this is over,

I will just become plain Aggie Cromwell.

You're Aggie Cromwell?

You do have a future.

You'll have loyal friends,
just like that fruit lady,

and you'll be a great person,

and a good witch, and....

and a beloved grandmother.


Whose grandmother?


Well, if you are my granddaughter,

then my future is bright indeed.


Insolent girl!



You two.

-You, you, get up to Splendora's room...

...and bring her out
by whatever means necessary.



There's only one safe place
to hide this key.

The future.

But I thought you said the power
could turn even a good witch bad.

I trust you, Marnie.

After all, I'm going to train you myself.

Shall we?

See you in a thousand years, Grandma.

Oh, there's something you'll be needing.

Bye, Grandma.

-Hello, boys.

Take this outside, will you?

Beautiful, isn't it?

Why don't you just let me hold onto that
so it doesn't fall into the wrong hands?

It's a Cromwell family heirloom.

I don't think you've been
very responsible, Marnie.

Skipping all those classes.


You got here just in time. It's Halloween.

I thought you needed me
to save Halloweentown.

We do.

In just a few hours.

What makes you think I'll stick around?

You wouldn't leave here
without your brother, would you?


Marnie, oh, my goodness.

It's only a few hours
till the party begins

and I really need help
with the fondue cart.

Drool check.

-Have you seen my brother?

Marnie. Where have you been?
I've been looking everywhere for you.

Field trip.

Ethan, I'm so sorry.

You were right about
the Dominion, about everything.

We need to find Dylan.

I already did.



Daddy says after tonight,

this is what the whole world
will look like.

Us versus those things.

Having fun, Scarlett?

Not really.

The service here stinks.

Pudding, Scarlett?

Ah! Aah!

Where are you using him like this?

Oh, we're not using him, we're using you.

Whatever you're doing, it's over.

Not yet.




MARNIE: Dylan.

Wait. Dylan, stop.


Dylan! Come here! Here, boy.

Dylan, heel.


Heel! Come back here, boy.

Come here! Dylan.


I need you!


GWEN: I thought you'd never call.

I really messed up.

We all mess up sometimes.

That's how you learn.

Just this week, I blew up a big sale
by talking to a birdbath.

But here at Witch University,
all mess ups become permanent...

At midnight, I know. I read the handbook.

I thought I could do this alone.

Well, I'm here now.

And what do I always say?

We're stronger together.


Come on.


I wish there were something
I could do, Marnie.

The celebration's about to begin.

No one's seen the Sinister girls or Dylan.

Have you checked the pound?

That's not funny.

Ethan's out searching for him.

Let me see this prophecy again.

Okay, the first millennium,

a Halloween moon,

will find peace under her Dominion.

The Dominion.
That's what they call themselves,

and Dr. Goodwyn is one of them.

And I trusted her.

All of this.
The nice dorm room,

the scholarship, how could I
have been so stupid?

You are not stupid, Marnie, you are 18.

Do you have a witch’s glass?

Yeah, grandma gave it to me
so I can multi-task.

Okay. Let's use this and find Dylan.

Illumina obscuration.


Oh, Dylan.

-Where is he?

-What's that on the lock?

MARNIE: It's an "S."

As in Sinister.





Dylan. Where'd you find him?

We had help.

Marnie, I'm sorry.

You're working with them?

-Oh, yes, he was.

He just didn't know it.

Ethan found your brother

and we found Ethan.

Let them go.

Oh, I will.

Soon as his Marnie agrees to work with us.


-MARNIE: What do you want from me?
-DR. GOODWYN: It's quite simple.

Do what your silly grandmother would not.

Wear the amulet,

use the Cromwell gift.

You mean turn all those inferior creatures
into slaves

so the Dominion
can rule Halloweentown?

You make things
sound so... sinister, Marnie.

We'll bring order to this place.

Together we'll use the power
to make things run much more smoothly.

It will all be so much easier for everyone
when the Dominion is in charge.

-And you want me to be your queen.
-Only for one night.

One night?

Tonight, at the celebration,
you'll use the gift to cast a spell

establishing the rule of the Dominion
over Halloweentown.

A spell, which will of course,

become permanent
at the stroke of midnight.

After that, we won't need you anymore.

Well, I won't do it.

You insolent girl.

Do you want your brother to lap water
from a toilet for the rest of his life?


All we have to do is keep him that way

until midnight and he will be
in the doghouse...




-Fine, I'll do it.


But... I'm going to need time
to get ready.

After all, a girl is only a queen
for a night once.

I want my best friend Aneesa
to be My royal dresser,

I will hang out in her room,

do my hair, and I'll wear a dress
so I can act the part.

It is my wish.

Absolutely, my Queen.


Ethan, make sure Dylan
is in the courtyard before midnight.


-We'll be there.

Beam me up, Genie.

ETHAN: Come on, Dylan.

We have three minutes.

-I know, it's going to be fine.

BOY: Lookin' good!

-Do you see them anywhere?


-Dylan, my sweetie. My sweetie.

I promise you,
we will get you out of this.

-I promise.



It's almost midnight.

Prepare to receive the gift.

Change Dylan back now, or no deal.

Yes, my Queen.

By the power of three.

Woof! Woof!


Opposable thumbs.

Thank you.

Are you okay, honey?

I'm fine, Mom,

but I think I'll just sit and stay.

Okay, just don't roll over, not yet.

Marnie Piper,

of Splendora Agatha Cromwell,

take on your gift

and fulfill the prophecy.

After tonight,

you'll be free to use your power
as you wish.

You will be the greatest witch
in the world.

Isn't that what you've always wanted?

Isn't that why you came here?


I am ready to receive the gift.

Citizens of Halloweentown, behold,

I give you, your queen!


-Queen Cromwell,

grace us with a display of your power.

Use your gift.

Citizens of Halloweentown,

I now possess the power
to make you my slaves

and bend you to my will.

Exis imperium principia.

Yes, my Queen.

Did I just say that?

For the power of the Dominion,

do as I command.

For you, my Queen.

Now, Aneesa!

By the power of three,
I command you to...

destroy the gift forever.


Extendo Aterus!

BOTH: Extendo Aterus!



MAN: Happy Halloween!



PROF. PERIWINKLE: Good job, boys!

This is ridiculous.

Persimmon Periwinkle.

It's agent Periwinkle

of the Halloweentown
Anti-Dominion League.


What's preposterous is
how long I've been undercover.

Ten centuries.

You are all hereby stripped
of your magic powers

and are under arrest for treason.


Get me out of here!

So, your gift is gone forever.

No, it's not.

My gift is and always will be, you.

Man, this family is so mushy.

Just don't lick my face.

Sorry about your lamp.

I was going to redecorate anyway.

You know, I'm looking for a roommate.


Yeah, I have a really big room.

It was originally built
for a queen, you know.



You know, I really hoped you two
had moved past monosyllables.

I think I'll go help...


What you did, giving up that power...

You probably think it was stupid.


I think it's amazing.

Power isn't important to me.

What kind of warlock doesn't like power?

The mortal kind.

When my dad tried to steal
your family's magic,

the council took his powers.

And I renounced mine.

I can't do magic, I can't fly on a broom

or any other cleaning instrument.

Those flowers I gave you,

that was just a trick
I learned from some book.

I'm a mortal now, Marnie.

I should've told you.

I'm sorry.

Ethan Dalloway?

-ETHAN: Hey, man.

He's mortal now.

I knew there was something
I like about that kid.

ETHAN: Hey, Scarlett!

I think you owe my boy
Dylan here an apology.

Excuse me?

If anything, he should apologize to me.

I wasted a whole month of college
on that toad.

Join me in a little
Sinister magic, sisters.

My magic...

it's gone.

Uh, yours, your father's,
your whole family's actually.

I don't get it.

We're mortal, dumbbell.

We might as well be... ugly.

Oh, it is comforting to know

that you will have such good
friends for the next four years.

So, you're saying that I... I can stay?

Clearly, I don't control you.

Just promise me that
you'll call home more often.

I promise.

I love you, Mom.



Mom, are you... watching them?

Uh, no, 'cause then that would be spying.

Something on your mind?


The amulet.

I can't believe Marnie
actually destroyed it.

Well, you saw the fireworks.

But it was a precious Cromwell heirloom.

It belonged to grandma Aggie.

And, knowing Marnie,
she probably would have done

something a little
more interesting with it.

Like what? Hid it someplace?

Or gave it to someone
that she trusts absolutely.

Oh, boy.