It is five years after and Marnie has graduated from witch u and has got a job teaching young witches how to use magic. He brother has got a job at a very secret project and got sent out of the country to work on it. Grandma Aggie is living in halloweentown with marine's younger sister Sophie. Her mother found a new boyfriend in halloweentown when she moved there after everyone left the house and then she had another baby named Jack. Her new boyfriend is a teacher at the high school in halloweentown. Everything seems to be going good for everybody except they haven't talked to Dillon in 3 years and everyone is worrying about him so they go drop a visit at his work one day and to their surprise they see an old enemy kalbar they all start taking out there wands when all of a sudden Dillon stops them saying that he is a good guy now. Grandma aggie still doesn't trust it so she goes to Kalbar's room trying to find things out and to her surprise she finds his blue prints labelled how to take over halloweentown. She was worried so she went back to Halloweentown to get everyone together but she was to late kalbar changed everything into kalbar town. She knew she couldn't stop this by herself so she went to get her family to change this spell....... to be continued