Halloweentown High Script - Dialogue Transcript

Voila! Finally, the Halloweentown High script is here for all you fans of the Disney movie. This puppy is a transcript that was painstakingly transcribed using the screenplay and/or viewings of the movie to get the dialogue. I know, I know, I still need to get the cast names in there and all that jazz, so if you have any corrections, feel free to drop me a line. At least you'll have some Halloweentown High quotes (or even a monologue or two) to annoy your coworkers with in the meantime, right?

And swing on back to Drew's Script-O-Rama afterwards -- because reading is good for your noodle. Better than Farmville, anyway.

Halloweentown High Script

 For 1000 years, the worlds divide. 

Creatures of magic
in Halloweentown reside. 

Witches and goblins
forced to take flight,

driven away by evil Iron Knights. 

But the era is over. 
The worlds reunite. 

The portal is open,
but not without a fight. 

Now, what are you planning on
saying to the council?

- What am I gonna say to them?
- Grandma, no. Don't get her started.

Oh, well. I sure know
what I'd like to say to them.

But you know what?
All I should have to say is...

"You're welcome. "

I mean. I only opened the portal
to save the entire world.

thank me very much!

I should be getting a parade.

but no, no, no.
I get a summons instead.

- You got her started.
- Any idea how to turn her off?

Oh, and you know why
they don't like my idea

of letting the kids from
Halloweentown go to school here?

- Fear and ignorance.
- Fear and ignorance!

That's why. Honestly.

I mean, you try to bring
a little harmony to the universe.

and all you get is...

- Is it time?
- Oh, no, dear. Trust me.

You'll know when it's time.

Huh? What are you talk...

Whoa, whoa, whoa!

It's time.

Uh, hi, your greatness...


Um... Whew.

If I could just say
a few words in my defense...

Please. You have nothing to defend.

We've asked you here to thank you.

- Really?
- Of course. You saved Halloweentown.

- I think it's the least we can do.
- Oh.

Oh, it was nothing.
You're welcome.


I don't suppose
there's a parade involved.

Now, about your proposal to send
a dozen Halloweentown students

to high school in the human world...

I say that if the portal's open.
we might as well use it, right?

Now. Council President Dalloway.
I really must put several of my feet down.

You and this council are determined to
leave us defenseless.

The idea of sending children
into the human world...

They'll have me.
And my mother and my grandmother.

They'll have the entire
Cromwell clan protecting them.

I doubt that even you
are a match for the knights.

Knights. You mean, like, round table.
shields, lances, metal suits knights?

Yes, the Knights of the Iron Dagger.

Their mission in life
was to destroy all things magical.


You people really have to
get out a little more.

See, this is why we need this program -
to show you that the world is different now.

I mean, people have changed.
People are more tolerant now.

I find that highly unlikely.

In fact. I'd bet all the Cromwell magic
that humans have changed.

We can all live in harmony.
We can all coexist.

- She said it!
- Yes!

You all heard it. She said it!

Marnie, if you feel that strongly
to bet the Cromwell magic.

then we have no choice
but to accept your proposal.

You have until midnight on Halloween.

Uh, midnight on Halloween?

Now, what's going on?
Wait, wait! What did I say?

- You bet our magic?
- I'm sorry. I'm sorry.

- I thought it was just a figure of speech.
- This is all your fault.

- What? How is this my fault?
- If Marnie had been properly trained.

she wouldn't have ever said
anything like that.

If Marnie had been raised
the way that I wanted her to be raised.

she wouldn't have been sucked through
a portal and put on trial in the first place.


Look, let's just cancel the program.

I mean, nothing can go wrong
if nobody comes to live with us.

Oh, and I was so looking forward
to sharing my room with a werewolf.

No. This is too important.

We have to show people that they
have nothing to be afraid of.

Besides, we have nothing to worry about.
There aren't any knights.

Well, of course not.

It's just a story parents in Halloweentown
tell their kids to scare them.

It's like... the bogeyman.

Oh. He's back in town.
He's been asking about you.

For the 10.000th time.
Mother, no.

- There really is a bogeyman?
- And apparently, he has a thing for Mom.

- One date!
- But you're sure there aren't any knights?

Yes. We're absolutely sure
there aren't any knights.

Grasshopper Flakes? Who eats
honey-flavored Grasshopper Flakes?

Gremlins. Apparently, it's the only thing
they will eat for breakfast.

I think his name is Bobby, guys.

Extra fresh.

And where is your grandmother?
Sophie, let's go!

I'd really rather that we weren't late
on our first day of school. Oy.


Yeah. I'm not screwing up
my perfect attendance record

just because you want to bring a little
peace and harmony to the universe.

Some things are more important
than your perfect attendance record.

like reuniting the worlds, for example.

Why does reuniting the worlds
have to involve me sharing a bathroom

with an ogre and a gremlin named Bobby?

If I can get this spell right, none of us
will have to share any bathrooms.

- That doesn't look like a level one spell.
- You know I'm almost at level two.

Yeah, and that means
you're still at level one.

Would you just trust me, OK?
I know what I'm doing.


- Marnie!
- Sorry.


OK. I think the construction spells
are still a little advanced for you.

Let's see.

Told ya.


- Not bad.
- Beautiful.

You'd think I'd be used to
this kind of stuff by now.

Ugh. Let's go.

Grandma's on the witch's glass.

Grandma, where are you?

School starts in 20 minutes.
and you promised you wouldn't be late.

And we're on our way.
I'm just getting everybody loaded up.

No. Chester.

You can't take your armadillo with you.

- We'll just meet you at school, dear.
- Wait. Grandma, wait.

See? No problem.
She's gonna meet us at school.

What is she thinking?
She can't come to school dressed like that.

Oh. I wouldn't worry.

If she brings the flying school bus, people
won't even notice what she's wearing.

Flying school bus?
She wouldn't.

Oh, my gosh. We'd better go.

Come on. Let's go, everybody.
Quick, Sophie, come on.

I don't see anything.

I don't suppose you know a
total-eclipse-of-the-sun spell?

Afraid not.

We're gonna need something to keep
people from noticing a 40-foot orange bus

falling out of the sky.


- Grandma?
- Yes, yes, yes.

It's me, it's me, it's me.

Oh, my. Don't I look stylish?

Mother. I am so impressed.

Yeah. I mean. I didn't
even know you could drive.

Oh, well. I can't.

Oh. I asked two leprechauns
that I know to help work the pedals for me.

They're right in here.
Thanks, guys! Thanks!

It's a step in the right direction.

- So sorry. Cassie.
- A little help.

Oh, yes, yes. Oh, here, dear.
Let me help you.

Oh, your backpack.
All right.

Hi. Um. I'm Cassie.

Are any of you human?
I've never met a human before.

My guidebook says it's important to make
direct eye contact and not to show fear.


Hi. I'm Marnie.

And that would be lesson number one
on how not to greet humans.

See, people around here automatically
assume that everyone they meet is human.

Oh. Well, that's good to know.

This is Cassie.
She's a neighbor of mine.

Where are the other kids?
They're expecting...

- Ow! Quit shoving!
- Come on out. Pete.

Just put your backpack on.
Oh. Natalie. You're so cute.

Oh, hi. Sweet girl.

Here we are, now.
Just checkin' up. Here we go.

Prettiest girl.

Oh, big ones. Oh, my.

Ohh. Chester.

Ethan? Ethan Dalloway!
Now, come on.

Chester's armadillo
ate a hole in my sweater.

Oh. Chester.
I thought I told...

Never mind, never mind.
Oh, everybody...

this is Marnie.
and she'll be your student adviser

- while you're in this world.
- Hi.

And remember, if anybody
asks where you're from.


- Where are we from again?
- Canada.

- You're all from Canada.
- Better write that down.

OK, well, hi, and welcome. We don't
really have a lot of time for introductions.

but I wanna take a moment to stress how
important it is that you try and blend in.

- Wish me luck.
- Good luck.

OK. Come on, guys.
Let's go.

- Bye.
- See you later. Good luck.

Guys. I have your
school schedules here. Cassie?

Well, if you'll excuse me.
I've got to go see a man about a job.



Mother! Mother!

- Go help your sister.
- Yeah.

Knock, knock.

Oh. Mrs. Cromwell.

I've got to be honest with you.
Mrs. Cromwell.

When you first contacted me this summer

about enrolling nearly a dozen
foreign exchange students.

well. I said to myself.
"There's just no way. "

But here you are, paperwork done.
It's like magic.

Oh, well. Remarkably similar.

You just have to know
how to work the system. Mr. Flanagan.

Oh, call me Phil.

Mm, Aggie.

What in the...?

Get down! Stop that.

I mean, your bird probably
wants to get down from there.


You know, the students and I
are all looking forward

to soaking up your culture
and taking part in your customs.

You're all from Canada, right?

Oh. Certainly are.

I should probably get to class.
I don't want to keep my students waiting.

If you have any problems.
any problems at all, just...

- My bird! It's gone!
- Oh.

- I hope you find your bird.
- Oh, thank you. Where...?

I can't take you anywhere.


I'll let you know when Aggie's
found a place for us to meet.

But in the meantime, if you have any
problems, just find me or Dylan, OK?

I'm sorry, but Dylan is jumping
off this welcome wagon.

AP Calculus starts in two minutes.

I have AP Calculus, too.
All my classes are AP.

- Geek.
- I know. He's always been kind of a...

- Oh. You mean her.
- AP Art?

Wow, some things really are universal.

Um, OK. Then Dylan.
why don't you show Natalie

where those
with dazzling intellects congregate?

And the rest of you, follow me.
Come on.

Hey, you've got to keep up.

And lose the tail.

What are you.
some power-mad hall monitor?

I saw your ta... Uh, your shirt hanging.
I'm sorry.

- I'm Cody. It's my first day.
- Hi. I'm Marnie.

- Can I join your little tour group?
- No.

It's-it's not a tour group.
It's my senior project.

I'm helping a group of exchange students
find their way.

- So I'll see you around, then?
- Yeah.

I'm sure.
It's not a very big school, so...


So, let's open our books
to chapter one.

What's she talkin' about?
Has she ever taught in her life?

Mr. Miller?
If I could have your attention.

Ohh. And I had so hoped
we could all be friends.

Uh. I must warn you.
I have quite a little temper.

So, chapter one.

- Ah.
- Sorry I'm late.


Hi. See?
I told you it was a small school.

So, now we're going
to start our experiment.

Let's get our goggles on.

If we mix together the sulfur

with the iron ore.

it should bring a puff of smoke.


- Wait a second.
- What are you...?

I must've gotten a little help
from the magic.

- You know, it's not quite an exact science.
- Yes, it is. It is a science.

That's why they call it Science 101.
You're supposed to be here

- so this kind of thing doesn't happen.
- What's a green puff of smoke, anyway?

I mean, he's a parrot.
So much more exciting.

I'm sorry. I'm sorry.
I'll be more careful.

I forgot this.
I found us a perfect place to meet.

Thank you. Now, would you be careful?
Watch that thing.

She kind of fancies herself
an amateur magician.

Let me know if you're
having a birthday party.

So, no other parrots?

Well. I see you've all managed your smoke.

Now, who can tell me why these elements
reacted the way they did -

why you got smoke and not a parrot?


Marnie, you of all people should know
that things aren't always what they seem.

Hm. This is way better
than a teachers' lounge.

Can I please take this off now?

Of course, dear.
You're perfectly safe in here.

Oh, and if anyone else
wants to unzip, it's OK.

Oh, it's about time.

- Unzip?
- Oh, finally!

Oh, no. Things are definitely
not what they seem.

How much longer do I have to
wear this stupid human suit?

You guys have to remember that
to most humans, you don't exist.

You're make-believe. But hopefully.
over time, we can change all that.

What is that?

Oh, don't worry. It's probably just the pipes.
My magic hasn't set yet.

Oh. Oh, that's it.

I'm already starting to make new friends.

These two cheerleaders
walked past me and said...

"What are you looking at, freak?"

Isn't that sweet? I mean, they actually
thought I was a freak. It was so great.

Oh, and when they pass out mice
in biology.

you're apparently
not supposed to eat 'em. But...

I had three.

Everyone keeps saying.
"Hey, what's up?" What's up where?

- Yeah. I heard that, too.
- OK, it's your turn.

OK. Chester. It's your move.

I wish you could've been there.
Today was, like, the greatest day

of my whole life.
Everything went so perfectly.

- I really think this is gonna work.
- Was there ever any doubt?

You had an idea, you followed it through.
I am so proud of you.

I just hope that someday I won't feel like
I'm leading separate lives.

- You know, that I'm two different people.
- Both of them equally annoying.

Oh. Do you have any unicorn milk?
It helps my digestion.

I think there's some in the back
of the fridge. Oh. I'll help you.

Oh, and I didn't even tell you the best part.
I met a boy.

He's new. And I think he likes me.

Smart. Snag him before he has
the chance to meet anyone else.

Marnie! Ahh... Wah...


Uh, OK.
I probably deserved that.

Hello? A little help?
Mildly afraid of heights.

Ohh. Nonfat.

Everyone's so health-conscious.

If you had any idea how hard it is to milk
a unicorn in the first place, you...

- What's wrong. Mom?
- What...?


I had set it to vibrate.

Now, let's see who's calling
at this late hour.

Aggie, how are you?

- Edgar. I'm fine.
- And your brilliant granddaughter?

Oh. Hi. Mr. Dalloway.

The first day was amazing.

Ethan and the kids are already
settling in to human life.

Well. I'm not worried about my son. 
You know, he's such a little go-getter. 

I'm thrilled to know
everything's going so well. 

Yep. We won't let you down.

It's not me I'm worried about, dear. 
It's you and your magic. 

Have there been any signs of danger?

- Oh, no, no. None whatsoever.
- Mm-mm.

Good. Well, just remember. 

the hopes of all of Halloweentown
are on you. 

What's the matter, dear?

I never knew the weight of the world
could be so heavy.

Don't worry.
We're gonna help you carry it.

- What did he mean by "danger"?
- Was he talking about the knights?

Uh, yes, but you have nothing to worry
about because there aren't any knights.

- How do we know they're really gone?
- Yeah.

It's been over a thousand years.
I mean, we're pretty sure they don't exist.

You mean, like we don't exist?

You know what?
I can be OK with this.

You just watch me.
I'll stay up here all night.

Well. I didn't exactly mean that.

Are you OK?

Oh. I'm fine, for someone
who slept on the ceiling.

I said I was sorry.

Come on, guys. Keep up.

Uh, you know, you really don't need
to show us where our classes are.

Well, maybe not.
but everybody is counting on me.

and I want to make sure that
absolutely nothing goes wrong, OK.

- Hey.
- Hi.

Uh, OK. Go on ahead, guys.

You don't need me to show you
where your classrooms are.

Didn't she just say...?

- Um, so how's it going?
- Not bad. Uh...

I waited around for you yesterday
after school, but you kind of disappeared.

Oh. I was... I must've been
at a meeting or something.

You waited for me?

Yeah. Uh...

I know you're really busy with
your exchange program and all, but...

I was wondering if...

- Are you OK?
- Yeah. I'm fine.

So I was wondering if...


Fine! I...

Would you excuse me for just a s...?
I have to go.

Ah, mid-sentence. Sure.
Later, then.

So I was wondering if you'd like
to go out with me sometime.

Yeah, that was worth three hours
in front of the bathroom mirror.

What is the matter with you?

Did you not see the giggling?
The twisting of the hair?

Can't a girl flirt for two s...?

- What is that?
- It's an iron dagger.

The knights' calling card.
They know we're here.

They? Who's they?

They don't exist.
I don't understand.

Neither do I.

It's perplexing.
I mean, why the warning?

The knights weren't known for playing fair.

It could just be somebody
from Halloweentown, right.

who's trying to scare us?
Someone who wants the portal closed?

I don't know.
But that's what we're going to find out.

And if there really are knights?

We have a lot more to lose
than just our magic.

What do you know about
that boy you were talking to?

I don't know that much about him.
I mean, he's new and he...

Oh, no. No, there is no way
he has anything to do with this.

I can't believe you'd even say that.

- Knock, knock. Is everything all right?
- Fine.

It's fine, it's fine.
Oh, my, my.

- My. Phil, you're soaking wet.
- Phil?

This rain, it just...
it just came from nowhere.

Oh, well, remarkably similar
to nowhere. Yes!

So. I should let you get to your class.

Unless... you'd like me to stay and help.
'Cause I can always help.

Maybe you could help Aggie move
her things to a different room.

- Aggie?
- A different room?

I'm sorry. I'm gonna have
to reassign you in light of...

- Stop it! Stop!
- ... what happened yesterday in class.

Oh. Is this about the parrot?

Parrot? What parrot?
I'm talking about the llama.

Llama? What llama?

I thought this was a progressive school.

And I'll have you know
not one of my students went to sleep.

True. Though one did get a little infection
when the llama spit in his eye.

I'd like you to fill in over
in the history department, as a favor to me.

Hm. How can I refuse?

- Here, just take this.
- Give him to me.

 Today's varsity football
practice has been canceled

due to flooding on the field. 

OK. Grandma, could we please try not
to draw any more attention to ourselves?

- We're trying to blend in, remember?
- You don't have to worry about me.

So welcome to history.

Though "Modern Fiction"
might be a more apt title.

So, we'll start with chapter 15.
"The Renaissance. "

Oh. So many fond memories.

Now, the Renaissance was also called
the Age of Enlightenment.

and that's just because between the plague
and all of the boneheads in charge

refusing to write things down.

people pretty much forgot everything
they learned for the last 5.000 years.

And divine the ancients were.
except for their breath.

It's always hummus this and hummus that.
Oh, but that's another topic.

It was also where we supposedly
discovered the New World.


"New to whom?" is my question.
Now. I don't care what it says.

Columbus did not discover America.

He couldn't find his socks.
let alone a continent.

Tomorrow, somebody remind me to tell you
a funny story about da Vinci.

Oh, there was a good reason
the Mona Lisa was smiling.

Who knows what she's talking about?

She came with the rest of
those foreign exchange freaks.

- Talk about a bunch of losers.
- I know.


 Maintenance, please reset
all classroom clocks to the correct time. 

- Hey!
- Hi!

Am I a fool to save you a place?

No, not a fool, but have you
seen any of my kids?

Uh, no. You know.
I never really see them around.

Yeah, why is that?

Wait. There's one.

Oh! Thank you!

And I'm really looking
forward to Saturday, OK, bye.

Hi, hi, hi.
You want to go sit over here?

No, no, no. I didn't want to sit.

I was observing the eating habits
of your average human.

Apparently you cram as much food into
your mouth as possible, then start to talk.

Yeah, OK.

WI don't know if that's all humans.
but you definitely have teenage boys down.

- Boys.
- She's writing a paper. Excuse us.

Let's... Let's go.
Where's everybody else?

- Oh, where they always are.
- Yeah, duh.



Just got one question.

What are you all doing here?

We're not risking our futures so you guys
can hide out in the back of a locker.

I mean, come on.
You guys gotta get out there, participate.

What do you mean, participate?

Yeah, um...


Hey. Pete, think fast.

- Good catch, bro!
- Nice one!

Ah, see? There's no reason you shouldn't
try out for the football team.

- Hm.
- Try your paws instead of your mouth.

- Huh?
- What?

No, that's really how they play.

Yeah, she's right.

Ooh, and Nancy.

how about the gardening club?
No better gardener than a wood nymph.


And Chester, how about trying
for the wrestling team? Huh?

- I don't like wrestling.
- Well, then what do you like?

- I like stamps.
- Oh! Well, you know what?

- There's a club for that, too.
- That's great.

You know. I always
wanted to be in a play.

Oh, that's great! You know what?
I think auditions are this week.

See, we're all here to make connections
and celebrate common bonds.

I mean, if we're gonna do it.
then let's do it right, right?

- What can I do?
- You've already done enough. Trust me.

I know! All the clubs are doing a booth
for the Halloween carnival.

- We should do a booth, too.
- Oh! That's a wonderful idea.

If anyone can show these mortals
a thing or two about Halloween...

Maybe a haunted house.

Ooh! That's a great idea.

Hey. Cassie, you can be in charge
and give everybody a job.

OK? So it's settled? We're all
gonna sign up for something?

- Yeah!
- Great.

I pity the knight that has to tussle with you.


Down! Set! Hike!

Yes! Woo! Go. Pete!

I come to you by that which you profess.

How ere you come to know it.
answer me!

He's pretty good.

Oh. Shakespeare offered me a part in
the original production. Mm-hm!

OK, guys, come on! Let's move.

OK, guys, let's go!
Come on, move it!

- Hey.
- Hi.

Ooh, there's that witty repartee again.

All right, OK. Let's go, everybody.
Let's go to the car!

Follow me, follow me, follow me.

Yes, yes, yes.

- No. I get the window seat!
- Everybody can have a window seat.

Um, so did you want something?

Uh, you mean other than a date?

Well, shouldn't we get through
our first one before...

Oh, no.

You thought this was the first date.

See, when you said Saturday.
I thought you meant Saturday night.

Come on! We've got interacting
and socializing to do!

OK. I'm coming!

We're going to the mall.
It's a big deal.

They don't have malls in Canada?

Um... So tonight, then?

- Marnie!
- Tonight.

Um, she's, uh...
OK, thanks.

- Let's go.
- Wait, where did they all go?


Why does none of this surprise me?

Climb in, darling.
Here we go!


Boys in the back, come on!

OK, now. I know this may seem
a little overwhelming at first.

I mean, we're definitely
not in Halloweentown anymore.

But if you really want to get
the full human world experience

it's important that you sample
all of our customs.

And like it or not, the mall is definitely
one of the most human things that...

- Who are you talking to?
- I'm talking to the...



Hm. Well. I guess it doesn't matter
what dimension you're from.

- teenagers are teenagers.
- True.

That's amazing. Are you sure you don't
have this game in Halloweentown?


Oh! Look. I have the second-highest score.

- Please note who's number one.
- Blasterdude.


Well, not for long.
I can spend all day playing this with you.

Why are your glasses fogging up?

Oh, wow!

What do you think?

That is such a cute hat.

That's so cute!


Well, yeah, he's cute, but I haven't said
one intelligent thing since I met the guy.

I'm always making some lame excuse.
and then just running off.

Maybe I should just tell him to forget it.

Well, so he's gonna be very disappointed.

Especially since he drove all the way
here and followed you to this spot.


Marnie? I can't believe it.
What are you...? I had no idea.

- I mean, of all the malls in town...
- This is the only mall in town.

- How lucky is that?
- Heh!

You look fairly kid-free.

Yeah, but I really can't leave
my grandmother alone.


But apparently you have
no trouble leaving me alone.

- Sorry I'm late.
- See you back at the car.

I'm really liking the mall.


No wonder they're scared of us.
I'm scared of us.

Aren't most werewolves vegetarians?

Yeah, but he kind of looks like
my uncle Ernie.

I hope this isn't what they're
expecting in our haunted house.

Well. I find it offensive.
We're just a big joke.

I mean, how many green witch zombies
do you know?

Once a year
they'll dress up like us and laugh.

Man, don't you just hate Halloween?
It's such a freak show.


- Uh, you're the freak.
- Ethan! Ethan!

What did you just call me?

So you think that anyone who has anything
to do with Halloween is a freak, huh?

I bet you think all monsters want to do
is hide under people's beds.

You probably think that all vampires
want to do is just suck people's blood.

Like they don't have jobs and families...

I'm warning you.
you better shut it, all right?

Ethan, just back off.
Come on!

So if Halloween is just about
scaring people.

then why don't they make
a mask out of your face?

That's it!


Why don't you pick on
somebody your own size?


- What? You have to go already?
- Not me, you.

It's been 15 minutes and you haven't
gone running off with a crazy excuse.

I know. I'm sorry. It must seem
like I'm always running off.

Oh, boy!

Um... No, no, stay.
I'm just gonna go...

It's kind of a little signal thing that they
worked out for when they... Excuse me.

What is going on?

I have no idea.
I left Phil in home appliances.



Oh, my gosh.
What is that?

Smoketeri congulte!

- What happened?
- I don't know.

You're a troll!
You're a big pink furry troll!

- So what?
- What do you mean "so what?"

So what? I never want to see you again.
you stupid human, so what!

Oh. Natalie, wait!

Well, what happened?
Is everybody OK?

There was a fight and this smoke
came out of nowhere.

- I couldn't see anything.
- It's OK. Everything's gonna be fine.

Come on. Ethan, let's go. What?

The knights.
They tried...

The dagger!

Oh, hurry, everyone! Get back to the car.
Find Natalie. Go, go! Go, go!

Hurry up! Get up, get up!
You're not that old. You can run, can't you?

That's it! Go!

In breaking news, firefighters were
called to a local mall this afternoon

when a mysterious purple smoke
forced the evacuation... 

There! Home, safe and sound.

Now you all go get cleaned up while
I conjure us up some hot chocolate.

Eyewitness accounts that monsters... 

I miss everything.

Authorities have yet to determine... 

Yeah. I'd kind of like to know
what happened today, too.

... security guard who
was eating a corn dog when... 

I just... It doesn't add up.
I mean, the mall?

There were no knights there.
and that puff of smoke.

Somebody had to have been using magic.

Marnie! Is everybody OK?

- Everybody's fine.
- Yeah, we're fine.

You're all good. Good.
We've got an even bigger problem.

The Halloweentown council is here.

They're waiting for you upstairs in...

...your room.

Uh, wow!

You guys should do one of those home
makeover shows. You know, the bed...

I really like what you did with my bedroom.

Um, would now be a good time
to beg for mercy?

Now, Marnie. I'm so sorry...

No, no, no. Begging for mercy
is exactly what she should be doing.

It was her callous disregard
for our children's safety...

- Order!
- Honestly. Dalloway.

- Your own son was attacked, so...
- I'll ask the questions.

Marnie, why didn't you contact us
after the first threat at the school?

Perhaps we could've done something.

She thought we were going to
take her precious magic away.

She cares more about the Cromwell magic
than she does our own children's lives!


I thought the threat had come
from Halloweentown.

That someone here was trying to
scare us into getting what they wanted -

our magic and the portal sealed.

I offer a compromise. We end
the program, shut down the portal.

No, you can't do that!

And you and your family
can keep your precious magic.

Marnie, considering
everything that's happened.

I think that's a very generous offer.

We may never get this opportunity again...

Listen, you little halfling! Just because
your father was a wretched human...

- Humans never change!
- Order! Order!

- I'm beginning to agree!
- Enough!


You said I have my magic
until midnight on Halloween, right?

Well. I intend to use
every ounce of my power

and every second of time to prove to you
that you are wrong about humans.

So you know what?
Meeting adjourned!

I had a chance to save our magic.

But now that you're thinking clearer...

would you have done it any differently?


More hot chocolate?

Don't you just love marshmallow spiders?


Remind me again why
I don't like to use magic.

Oh, honey bun.

OK, enough wallowing.

- You've still got charges to take care of.
- What, there's kids still here?

I would've thought after this afternoon they
all would've gone back to Halloweentown.

No. Some of them are just
as stubborn as you are.

- Did you see the way...
- I think I'm going to turn in.

Grandma. I...

It wasn't yours to bet in the first place.
and then they offered to let us keep it.

Ooh! Ooh!

- Hey.
- Hey.

Thought you guys would've had
the good enough sense to go home.

Yeah. I tried, but my dad...
We'd never abandon you.

We were there.
There weren't any knights.

- Yeah, there were just a couple of punks.
- And most of it was our fault.

This... This wasn't my fault.

Look, if we all just stick together.
we'll figure out what's going on.

Yeah, good luck.
We only have till next week.

We are so gonna do this.

If you don't start talking to me.
we're definitely gonna lose our magic.

But what am I supposed to do?

Everyone suddenly
looks suspicious to me.

- Oh, well, not everyone. Good morning!
- Aggie!

You are nothing but a little flirt.
you know that?

I know.

- Hello.
- Aggie, can I talk to you?

Of course.
What's the problem?

I don't quite know how to say this.

but I think that history
may not be the best place for you.

Oh, but I love history.

I try and bring it to life every time.

Well, actually.
that's part of the problem.

Parents have been complaining about.
well, some of your teaching methods.

Oh, it's just this old briefcase.

It keeps coming open
and snapping closed on things.

- I guess I'll just have to replace it.
- Yeah.

- Oh, can I help you sew that back on?
- Well, yes.


I said I was sorry, like.
12 to the ninth power times.

It was such a shock. I'm just used to you
looking all cute, and well, you know. I...

Here's a newsflash for you.
I don't think I look better this way.


I'm all pale and hairless.
It's gross.

Well, you're normally
a big pink puffball.

I know! People back home think
I'm beautiful. I'm a junior miss!

Well, wait, then you must think I'm...

One of the ugliest creatures
I've ever laid my eyes on.

but I thought you were sweet and nice.
That's all that mattered.

- Wait, you think I'm funny-looking?
- Ooh, talk about being the last to know.

It's OK.

Marnie, Marnie, Marnie!

- Come quick! Come quick! Come quick!
- What?!

Girls, stop!
No running in the hallway!

Somebody really wanted to get inside.


Doesn't look like anybody
was in here except for us.

I don't get it.

What's the matter?

It's good that nobody got in here, right?

I guess, but...

I mean, if we were dealing with
somebody from Halloweentown.

they wouldn't have
had to smash their way in.

So maybe we really are dealing
with somebody from this world.

I have to talk to Grandma.

Well, wait.
What do you want me to do?

Uh, just stay here.
You'll be safe.

Marnie, are you still here?

Let's choose up sides.
and then we can play our little...

- What's this called again?
- Basketball.

Oh, basketball!

All right, let's go. Just hit it, boys.
Hit it, hit it, hit it, hit it.


Why must you be so difficult?
As if any of this is my fault.

Oh! Well, you know what? I'm guessing
the only reason they even know we're here

is because you can't go two seconds
without turning someone into a lamppost.

One time.

And I don't think a little harmless magic
told them the location of our clubhouse.

but if there's one thing I can do.
it's keep a secret.

Oh, and what is that
supposed to mean?

I know you didn't do it on purpose.

but maybe you just said
a little something to your little friend.

Oh, my little friend?

You know what?
Now that you mention it.

the other day in homeroom I was, like.

"Hey, Cody, guess what?
I'm a witch and I have a secret clubhouse. "

I just think it's a little odd, you know.

I mean, first of all he shows up
at the school on the same day.

then he comes to our house
and then the mall.

Whoa, whoa, wait.
You think it's odd that he likes me?

Oh. I didn't say that, but we have to
be open to the possibilities.

There's no possibility.
You know why?

- 'Cause I'm done talking to you.
- Good, because I'm through listening.


Come, boys!
Come here.

Calm down. It's just me.

- Sorry.
- So?


So what is going on?

I think you owe me
at least some sort of explanation.

I mean, the mall. What was that?
And then you stood me up.

I'm sorry about all of it.
I just. I can't...

And what the heck's
in that mysterious locker of yours?

You know about the locker?

Yeah. I saw the note that your grandma
gave you on the first day.

Aggie was right.

I can't believe it. I don't know what
game you're trying to play.

but I'm warning you.
you better knock it off, now.

Hey, don't worry. The only thing I was
trying to do was to get to know you better.

I like you.

Didn't know that was a crime.

Hello? Is anybody here?

Cassie? Cassie!


Oh, no.

Where are you? Oh.

Poor Cassie.
I can't believe they got her.

Do you think they're gonna
come after us next?

No, you have nothing to worry about.

How can you say that?

- Because you're all going home.
- What?!

No. I don't want to risk
this happening to anybody else.

You're all going home, even if
it means losing my magic, then...

Oh, don't pack your broomsticks just yet.

Grandma! I was beginning to
think you had disappeared, too.

Oh, no. I was doing a little investigating
and I needed your mother's help.

Aggie put a spell on the clubhouse.

Something I remembered
from the Dark Days.

It's a spell to prevent humans
from crossing the threshold.

We checked the clubhouse
and the spell hasn't been broken.

Wait. So that means that somebody from
Halloweentown was definitely responsible.

Or it could just mean that it's one of us.

Ow! Well, it could!

So no one is going back
to Halloweentown just yet.

We all have to try
and stick together, all of us.

even though one of us
is a pigheaded old woman

who can't stop using magic
for two seconds.

Or if one of us is in over her head
and says stupid, selfish things

because she's scared and frustrated.

We definitely have to stick together.

Oh. Grandma. I love you.

Do you ever get the feeling
you missed something?

All the time.
I'm the mother of teenagers.

We still have to send for help.
Our first priority has to be to find Cassie.

- If there's any of her left to find.
- Dylan!

I wouldn't worry too much about Cassie.
Witches, even young.

are pretty tough, you know...

There's only one thing
strong enough to hold them.

- A witch's glass.
- Do any of you have one?

Ethan has one. He uses it
to call his dad all the time.

- Oh, go get it.
- Wait, don't you have one?

I think I see something
going by the window.

Hm. Eyes in the back of her head.

Explains why I never
got away with anything growing up.

I just saw it, too.

Hm. Which explains why we never
got away with anything.

Keep talking. Just...

- Hey!
- Krepto fragilius!


We've got a problem. Uh...


- Oh, Cody.
- Is he a knight?

No, he's just a big idiot
that keeps trying to be my prince.

Oh, he brought me flowers.
Oh. Mom, how could you?!

I'm so sorry. But you know.
he should wake up soon... ish. Sorta.

- Hey!
- What are you doing in there?

What do you mean what am I doing here?
Somebody put me in here. 

- Now get me out!
- I can't.

- Ethan, what is going on?
- I don't know.

Come in.

Everything all right?


Oh. I know you and Cassie
were good friends.

but try not to worry too much.

I'm sure she's gonna be
just fine... wherever she is.

Hm, what?

Oh, uh...

Oh, right, wherever.


- Good night.
- Good night. Sweet dreams.

Come in.

Hi. Grandma.
Is everyone in bed?

Oh, almost everyone.
Are you gonna go out?

Yes, Cody should be waking up soon.
so I thought I should take him home.

Want to borrow my car?

Oh, no, that's OK.
I have my own method of transportation.


- See ya later.
- See you later.

More like me every day. Ha!

What happened?

Um, let's just say there was a little mix-up.

but thanks for the flowers.

Oh, sure.

I have the worst taste in my mouth.

Oh, that's magic.
It tastes awful.

What are you talking about?

Cody... I'm a witch.


I was kinda hoping you'd do that.

I'm-I'm dreaming.
I'm-I'm hallucinating.

- Actually, it's called hovering.
- What? So you really are a...

Which explains all the stuff at school
and why you're always disappearing.

Ah, yes. I just learned how to do that.
actually. Level two.

What? How? Why?
Where are you from?

Hey, we have a lot of time for questions.

Right now, let's just have some fun, OK?

Hold on!






Yeah, still rides like a charm.


- Yeah, that's something.
- Whoo!

Where's my dad?!

He isn't here yet.

Must you always travel
with that stupid door?

What if somebody sees you?

What if someone had seen you drawing
an iron dagger at your little school?

Some things are just worth taking the risk.

What is this?
Did you do this to Cassie?

What, no hug for your old man?

Hm. Yes, unfortunate, but necessary.

You have a girl trapped in there?

Hey, knock it off. 
Mr. Flanagan?

Yes. For centuries.
my family has been keeping a vigil.

a vigil to ensure that our world
remains pure of the magical.

I'm the last remaining descendant
of a noble order.

You wouldn't have even known

that the Knights of the Iron Dagger existed
if I hadn't found you and told you.

But I'm still a knight, right?

Yes, of course.
All hail.

Dad, how could you?
She's my friend.

You didn't seem too worried
about your friends

when you stirred up that trouble at the mall
or plunged the dagger into the pumpkin.

You're lucky that I was there to give you
some cover. It's pathetic. How long...?

But you are such a good boy.

Did everything you were told. I...

You said no one was gonna get hurt.
You said they would just give up.

- You said that...
- Yes. I know what I said.

But when the good people
of Halloweentown realize

that humans have not changed.

that they are still these lying.
backward, wretched creatures...

No offense.

Then they'll understand that this portal
must be closed permanently.

A separate world for freaks?

I'm all for it.

Nothing's going to stop us now.

The Cromwells will stop you. 

No, not without their magic.
they won't.

And at midnight on Halloween...

the Cromwell magic is going to be mine.

Well, if you're right.
whoever is behind all this

won't stop until they prove
to the council that we failed.

And we won't fail.

There's nothing that Cromwell women
can't do if they set their minds to it.

We all know what we have to do?

I think so.

Then we better get started.

Wish me luck finding Cassie.

It's very important that
we keep our eyes open

and that we're aware of our surroundings.

Aggie. I am so sorry about...

Oh, shoot.
Being reassigned again.

Honestly, these kids are so whiny.

So he lost an ear.
It's not like it won't grow back.

No, you're doing just fine.

though I hadn't heard about the ear.

No. I'm just sorry that we're not gonna
have your haunted house in our carnival.

Why wouldn't we do our haunted house?
We're actually going there right now.

Oh. Well. I just thought with so many
of your students going back to Canada...

I can't wait.

Being aware of my surroundings as I am.

that seemed highly suspicious.

- What. Phil?
- Mm-hm.

Oh, no.
I can't believe you'd suspect him.

Honestly, Marnie.
He's not... He's...

I hate paybacks.


You just don't want me to be happy.

Ugh. Somebody really lost an ear?
Who is it?

 Mr. Flanagan, 
you're needed in the front office. 

I'll be right in.

OK. I'm thinking that the haunted house
just isn't such a good idea.

Everybody else just set up booths
and they're already done.

Uh, need I
remind you I'm a witch?

- Oh.
- Hm.

Look, hardhats, everyone.

- Come on, let's get out of here!
- Togos beerai contus... 

Marnie. Hey.

Hi! Hey.
How's it going?

You tell me. I think I had
this really crazy dream last night

where you and I were flying...


What? Oh. Sorry.

Uh. fragiliotose!

Oh, my gosh!

- You told me that you were a...
- Come on, let's go.

- Thanks, Marnie.
- Yeah, no problem.


Check that out, man.

Now, what did I say I was?

Uh, you said you were a...

You really are a witch.

It wasn't a dream.

No, it wasn't a dream.
Is there a problem?

Um... I don't think so.

Still in the processing stage.

- You're the good kind, right?
- Yes, definitely the good kind.


- What?
- The walls keep dissolving.


You know. I can conjure floors for days.
but walls - they're tricky.

Um. I should go.
We'll talk later?

- Yeah.
- OK.

- Where did that...?
- I...

Why did you do that?

Hey! Open the door!

Here's that bag of yours.

I feel like such a fool.
He is a knight.

You're not a fool.
A flirt, maybe, but not a fool.

Well, at least we know.

Don't worry about me.
I'll be fine.

OK, guys, listen up.
I've got it all figured out.

I'm gonna go check on Dylan.

...greatest haunted house ever.
I'm telling you.

This is gonna be really cool.

We'll make it super-scary
with buckets and buckets of fake blood.

It's gonna be scary, right?

- Um...
- Come on, it's a haunted house.

But isn't the point
to try and get people to like us?

I'm tired of people being scared of us.

Yeah, you know what?
So am I.

Whoever heard of a haunted house
without buckets of fake blood?


- What is that?
- I have a sensitive...


I just want to say
that I expected more of you.

Where did you get this? How...?

I hope that you know that
the men you're trying to emulate.

the men that originally wore those rings.

they were bigoted, hideous.
evil human beings.

And to be honest.
I'm a little surprised that it fits.


Happy Halloween.

It's almost midnight.
Maybe they won't try anything.

No. This is as important to them
as it is to us.

only we have a lot more to lose.
Just be ready.

Oh! Watch your step.

Have fun.
Enjoy yourselves.

OK, that was the worst haunted house
I've ever seen.

The ghosts didn't even go. "boo. "

I know.

"Boo"? How many ghosts
do you know that say "boo"?

People are laughing.

"Dances with Werewolves"?
"The Monster Tea Party"?

There's not even a gross-out factor.
They're eating chocolate-chip cookies!

Can't we at least have mealy worms
crawling out of them?

My mom makes the best
oatmeal mealy worm cookies.

Happy Halloween!
Anyone care to hear about

the positive contributions
trolls have made to society?

Um, welcome to
the Halloween Wax Museum.

See the ogres picnicking
in their natural setting.

Excuse me.
would you like to see the...

Whoa! OK, now.
that was pretty cool.

Yeah. That was the best thing in here.

Seems to me this haunted house
could use a little excitement.

What's goin' on?

OK, don't run. It'll be OK.

Dad, no!

That's OK.
Come with me.

- Ooh.
- What?

Oh, my, let's go.
This is what we've been waiting for.

Let me go!
Let me go!

Krepto fragilius!

Krepto fragilius!

Oh! What did I do?

Krepto fragilius!

Grandma, what's going on?

Oh, my. Oh!

Oh, oh!

Krepto fragilius!


Help! Oh!

- Marnie, Marnie, Marnie!
- Grandma!

What's happening? Why are you
using your magic this way?

No, Cody, it's not what you think.

I thought you said you were the good kind.

I am! I don't know what's wrong!
You have to believe me.

Grandma, it's not working!


Krepto thundris!

Be gone!


Did you see that?

Did you see what they did?
They tried to destroy us.

No! That's not true...

- You saw it!
- Yeah!

They caused everything!

They are witches and monsters and freaks!

No! We're your friends!

If we don't drive them
back to where they came from.

they will destroy us!

We're trying to help you! Come on. I've
known most of you since the first grade!

- Marnie, it's almost midnight.
- Hey, it's us or them!


Who's it gonna be?!


Uh... Grandma!

Go get 'em!



You've got to do something. Don't you
know a spell to get us out of here?

I'm afraid the time for spells is over.

I was right!

You are responsible for all of this.

I can't take all the credit.

- Ethan?!
- Marnie.

it seems your little experiment
has come to an end. It's time to pay up.

No! No, you can't take our magic.
Humans have changed.

No one was threatening us
until you showed up.

Well, that's just because they never
got to know the real you.

And now that they do...
you Cromwells don't deserve magic.

Now your magic is mine.

Magicus fixum!

Our magic! Ah!


He... took my magic.


Aggie! Is she hurt?

What do you care? You're the one
who offered her up to an angry mob.



- I'm staying.
- A disappointment right to the very end.

Well, then this is goodbye to all of you.

This doorway linking our two worlds
should never have existed.

And now, with my newfound powers.

I can make sure that it never will again.

No! He can't do that!
Somebody's gotta stop him!

Halloweentown - it's gone!


What is the matter with you people?
Marnie is your friend.

So she's different.

Now that she's lost her magic.
are you gonna like her again?

I kept thinking
that we needed to fit in.

but how do you know if someone
truly cares about you

if you don't show them
who you really are?



I'm really a werewolf.


That is so freaky!

I'm an ogre. With a little bit of
forest giant on my mother's side.

What on Earth?

And I'm a troll.

I'm just going through an awkward stage.

This is all there is.

And these are the people
you want destroyed?

- Sure, they look different, but...
- Yeah, they do.

...are they really
any different on the inside?

I don't know what werewolves
are like inside.

but Pete's the best halfback
we've ever had!

- Natalie's president of the science club.
- Uh, co-president.

You know what?

You were right, Aggie.

This never really fit.

See? Humans really have changed.

Now, has everybody seen everything
that they need to see in the witch's glass?

Ooh. Welcome back.

- Cassie!
- Gwen rescued me!

It took some time, but I finally
found the right witch's glass.

What is going on?

You forgot that witches' glasses.
while excellent for imprisoning witches.

are also good for communicating
between the worlds.

And I believe that all of Halloweentown
just saw that humans have changed.

Which means...

 Magico faxum!

You can't do this to me!
I won't let you get away with this!

But we will.

No, no, you don't understand.

I was doing this for the good of
Halloweentown. You see, humans...

Are apparently much more accepting
than you led us to believe.

If they're willing to give us a chance.

then we should be willing to
return the favor.

- We did it.
- No!

- No! I absolutely forbid it!
- Then we'll consider this your resignation.

Let me outta here!

I'll deal with you later!

But right now we still have to
put on the haunted house, right?


Happy Halloween!

Happy Halloween!



Come on, guys! Ah!

All right! Whoo! Yeah!

- I'm really sorry I...
- No, no. I'm sorry.

I would have acted the same way
if things were reversed.

I just never met a girl like you before.

We have so much in common.
and I like being with you.

I feel the same way.

No. I'm sorry.
It's just too gross!

- Thank goodness. Friends?
- Friends.


I certainly hope I can convince you
to stay on at the school.

Oh. Well. I don't know.

- We'd have to make a few changes.
- Changes?

Something has to be done
about the athletic department.

I mean, really, who ever heard of
field hockey without flying monkeys?

Mother, have you seen Marnie anywhere?

Oh, sure.

She's just hangin' around somewhere.

Special thanks to SergeiK.