Binx leads the kids to the cemetery. "Whoa, whoa. This is a graveyard." Max said. "It's hallowed ground. Witches can't set foot here." The cat said. The girls give Max a shocked look. "He talks." Max explained. "Follow me." They enter the graveyard. "Over here, I want to show you something. Give you an idea of exactly what we're dealing with." Binx stops on top of a gravestone that reads 'William Butcherson' Lost Soul. "William Butcherson? Lost Soul?" (Y/n) asked. "Billy Butcherson was Winifred's lover, but she found him sporting with her sister Sarah, so she poisoned him and sewed his mouth shut with a dull needle. So he couldn't tell her secrets, even in death. Winifred always was the jealous type." He explained. "You're Thackary Binx." (Y/n) said. "Yes." He replied. "So the legends are true." Allison said. "Well, come along. I want to show you something else." He said. Binx sits by the grave of his sister Emily. "Because of me my little sister's life was stolen. For years I waited for my life to end, so I could be reunited with my family. But Winifred's curse of immortality kept me alive. Then one day I figured out what to do with my eternal life. Now, I'd failed Emily, but I wouldn't fail again. When Winifred and her sister's returned, I'd be there to stop them. So, for 300 centuries I guarded the house on All Hallow's Night when I knew some airhead virgin might light that candle." He snarled. Max rolled his eyes. "Nice going, airhead." (Y/n) said glaring. "Hey look, I'm sorry, okay? But we're talking about three ancient hags versus the 20th century, how bad can it be?" He asked. "Bad." Binx said.

Allison opens the book. "Stay out of there!" Binx shouted. She quickly closed it in alarm. "Why?" She asked. "It holds Winifred's most dangerous spells. She must not get it." He warned. Max takes the book. "Let's torch the sucker." He tries to burn it with the lighter, but the flames don't work. "It's protected by magic." Binx said. They hear laughter and suddenly the Sanderson sisters appear flying on their brooms. "It's just a bunch of Hocus Pocus. Sarah." She points one way. "Mary." She points the other way. The sisters fly and surround the four. "Max! (Y/n)!" Dani shouted fearfully. "Brave little virgin who lit the candle. I'll be thy friend." Sarah said to Max. (Y/n) quickly steps in front of Max protectively. "Hey! Take a hike!" (Y/n) swings a tree branch at Sarah. "Ouch!" Sarah flies higher. "Book! Come to mommy." Winnie calls to her spell book. The book lifts off the ground but Binx jumps on it. "'Fraid not." He said. "Thackary Binx, thou mangy feline. Still alive?" Winnie mocked. "And waiting for you!" He shouted. "Oh. Thou hast waited in vain. And thou will fail to save thy friends, just as thou failed to save thy sister." She shouted. Binx hisses at her. "Grab the book!" He shouted. "They can't touch us here, right?" (Y/n) asked hopefully. "Well, they can't." Binx replied. They all looked at him. "I don't like the way you said that." (Y/n) said. "Unfaithful lover, long since dead. Deep asleep in thy wormy bed. Wiggle thy toes, open thine eyes. Twist thy fingers towards the sky. Life is sleepy, not to shy, on thy feet so say 'aye'." Winnie said.

Suddenly the ground where Billy Butcherson is buried begins to move. Billy comes out from his grave as a zombie. The kids scream and run away. Billy turns and looks at his grave, and gives a grunt of annoyance. "Hi. Hello Billy." Sarah said. "Catch those children! Get up! Get out of that ditch. Faster!" Winnie scolded. Binx leads the kids to a hole that goes underground. "In here." He said. Dani slides down, followed by (Y/n), then Allison. Billy almost catches up with them, but Max pulls back on a tree branch and lets it lose and it hits Billy in the head, knocking his head off. "Yes!" Max follows after the girls while Billy tries to find his head. "Are you both okay?" Allison asked. "Uh huh." Dani said. "Yeah." (Y/n) said. "What is this place, Binx?" Max asked. "It's the old Salem Crypt." He replied. "Here, take the book." Allison said as she gives it to Max. "It connects to the sewer and up to the street." He added. "Charming." (Y/n) said sarcastically. Max looks up and spots some rats and other unpleasant things. "Oh, don't look up girls." He said in disgust. "Don't worry, we won't." Dani said. "Relax, I've hunted mice down here for years." Binx said. "Mice?" (Y/n) asked in disgust. "This way!" Binx said. "Come along, not much further." He said. "Which way, which way? Oh, down here." Billy is wandering around looking for the kids. The kids have reached a manhole that leads to the surface. "Up the ladder. Come on. Careful." Binx said. Max climes the ladder with Binx. The manhole cover moves and Max lifts it out of the way for Binx to hop out. But Max looks up in time to see the bus coming.

"Binx, look out!" Max ducks under the manhole, but Binx can't get out of the way fast enough and gets run over. "Binx!" Dani and (Y/n) shouted. (Y/n), Max, Dani, and Allison climb up and see that Binx has been squished. "Oh my god." Dani turns to (Y/n) and begins crying. "It's all my fault." He turns away. "Max, it's not your fault." (Y/n) said. As she and Dani watch, Binx inflates again until he's back to normal. "Max!" (Y/n) said. Max turns around and sees. "Oh, I hate it when that happens. What, I told you I can't die. Dani, you all right?" He asked. Dani nods and smiles. "Yeah." She said. "Okay then, let's go." He said quickly. A police officer is sitting on a bike. The kids see him and run over. "Officer! Officer!" (Y/n) shouted. "Officer, we need your help." Allison said. "What's the problem?" He asked. "Tell him. Go ahead." Dani said. "Well, um, well you see...I just moved here. Well you see...it's like this...I...I um...I broke into the old Sanderson house and I brought the witches back from the dead. See I even have the book." He holds up the spell book. "You lit the black flame candle?" He asked. "Yeah." Max said truthfully. The cop gets off his bike. "Okay, let's get on the sidewalk." He said. "And he's a virgin." Dani added, and (Y/n) rolled her eyes. "Come here. Are you a virgin?" The cop asked. "Yeah." He answered. "Really?!" The cop asked.

"Look, I'll get it tattooed on my forehead, okay?" Max snapped. "Officer, this is not a prank." (Y/n) said. "Really." Dani said. "Hey! I put my life on the line to protect this community and you punks pull this? Get outta here." The cop shouted. "Come on, guys." (Y/n) said. "Take that cat with you." The cop said. The kids and Binx run off. The cop gets back on his bike, laughing. A blond, dressed like a hooker, comes out of the liquor store. "What's so funny Eddie?" She asked. "Ah, just a bunch of kids yanking my chain." He said as the two get on the bike. "They thought I was a real cop." He said. They both laugh as he drives off. Billy has made it to the manhole, but as he tries to climb out Eddie rides over the hole cover severing Billy's fingers from his hand. Billy gives a muffled scream of pain. The kids, and Binx walk up. The place is packed with people. "Oh great. How're we ever gonna find Mom and Dan in this place?" Max asked sarcastically. They manage to get past the doorman and go inside to hunt for their parents. "We're gonna look for Mom. Come on, (Y/n)." Dani said. They walk off with Binx. A hand grabs Max from behind, and he jumps. But it's only his Dad, dressed as a vampire.

"Oh, Dad." Max said in relief. "It's not Dad, it's Daduala." He joked. He then sees Allison. "Oh my goodness, who must this charming young blood-donna be?" He kisses her hand. "Dad! Something terrible's happened!" Max shouted. His dad became serious. "Dani? (Y/n)? What's wrong?" He asked. "No, Dani and (Y/n) are fine." He said quickly. "Good. Excuse me." He said to Allison. He pulls Max off to the side. Dani and (Y/n) are still looking around for their mother. They walk up to a person dancing in an alligator costume. "Mom?" Dani asked. The alligator shakes it's head and walks away. They finally see their mother, dressed like Madonna. "Mom? What are you supposed to be?" Dani asked. "Madonna. Well...you know...well, obviously. Don't you think?" She asked. "Shoot, Max. Look, whatever it is, just tell me." His dad said. "Come here." (Y/n) said, pulling her mother to the side. "What?" Her mother asked. "This cat here, Binx, right? He can talk. Max lit the black flame candle, the witches are back from the dead and they're after us. We need help." (Y/n) said. "How much candy have you had, honey?" Her mom asked. "Mom, I haven't even had a piece. They're really witches, they're gonna fly, and they're gonna eat all the kids in Salem. They're real." (Y/n) insisted. Her mom looks around. "All right, let's just find your father." She said.

The Sanderson sisters enter the party. Winnie watches the singer who is singing 'I've put a spell on you'. Mary is bobbing along. "Slither about. Find them!" Winnie shouted. Sarah wanders off, while Mary stands there bobbing to the music until Winifred elbows her. Then she goes off to look. By this time (Y/n), Max and Dani have gotten their parents together and try to convince them the witches are real. Dani sees the witches in the crowd. "Max!! (Y/n)! They're here! They're here!" She shouted frantically. The kids look over and see Mary walk back to Winnie. "Did you find them?" Winnie asked. "Sorry." Mary apologized. "Get out there and find them!" Winnie shouted. "Nobody's here, sweetie." Jenny said. Max gives (Y/n) the book. "Here. Hold this." He said. "Where are you going?" She asked. "Max!" Dave shouted. Max runs through the crowd. "Sarah!" Winnie whistles. "Bye!" She runs back to her sister. "Get over here. Did you find them?" Winnie asked. "Find who?" Sarah asked. Max hops on stage and motions for them to cut the music. "Hey man, cut the music. Cut the music!" He shouted. "Hey man, I'm in the middle of a song." The singer said. "It's an emergency, only for a minute." The music stops. "Will everybody listen up please?" Max asked. "No, he's just getting everybody worked up." Dave said. "Listen to him, he's fine!" Dani shouted. "Your kids are in danger." Max shouted. "What do you mean?" A cowgirl asked.

"300 years ago the Sanderson sisters bewitched people, and now they've returned from their grave." Max said. Everyone laughs. "Hey man, I'm serious! It's not a joke!" Max shouted angrily. "All right, this has gone far enough." Dave said. "I know this sounds dumb. But they're here tonight. They're right over there!" Max points and a spotlight hits the sisters. The crowd steps back in shock. "Thank you, Max, for that marvelous introduction." Winnie said. Everyone relaxed. "I put a spell on you, and now your mine. You can't stop the things I do...I like." Winnie sang. "No! No! Don't listen to them!" (Y/n) shouted. "in 300 years, right down to the day. Now the witch is back, and there's hell to pay." Mary and Sarah go onstage and become back-up singers. "I put a spell on you..." Winnie continued. "Good joke. Happy Halloween!" The singer said. "No, man, I'm serious." Max protested. "Yeah right." Winifred hits a high note and the band starts playing. "All right. Let's go guys!" The singer said. "Hello Salem! My name's Winifred, what's yours?" Winnie asked. "I put a spell on you..." Winnie sang. "Binx, where are you?" Dani asked. Binx heads for the kids. Billy shows up and the kids run for their parents. "Mom, Dad, thank god." Max said. "Hey, Max, great show." Dave said. "Cover your ears!" (Y/n), Max & Dani said. Billy walks over and the kids run away. "Oh, I wish we had the camera." Jenny said.

The kids run down the alley with the witches following. "Binx, come on!" (Y/n) called. Max kicks over some trash cans in frustration. "That's really bad." Max said. "Max, come on! Calm down." (Y/n) said soothingly. "Look! I want you to take Dani and (Y/n) back to your house and don't let them out of your sight!" Max said to Allison. "Max, we're not leaving you." (Y/n) argued. "But-" "No buts, Max!" She shouted. "We're in this together!" She shouted. They quickly hide when a back door of a restaurant opens and one of the cooks comes out looking for a lobster. "Okay guys, who's going for the jacuzzi." He asked. He picks one up. "Yeah, Angelo, you're bad." He walks back in. "Uh oh." Binx said. "Get down!" Max shouted. They all hide again. "I smell..." Mary said. "Yes?" Winnie asked. "Winnie, I smell..." she continued. "Yes?" Winnie asked again. "I smell...scrud." Winifred gives her a look. "Scrud. You know, it's a bottom dweller. You cook it sometimes with a little bit of bread crumbs, little bit of margarine, or oil, olive oil's...." Winifred grabs her and drags her out of the alley. Sarah stays and looks around. "Sarah!" Winnie called. Sarah quickly follows her sisters. Once they leave the kids come out. Allison uses an oven to get her balance and the oven door swings open. She looks at it and then smiles at the others. "I have an idea." She said. The Sisters walk up to the deserted school. "What is this place?" Sarah asked. "It reeks of children." Mary said. "It is a prison for children." Winnie said.

Inside the school they walk down one of the hallways. Max is in the principals office talking on the microphone. Max howls. "Welcome to High School Hell. I'm your host Boris Karloff, Jr." He laughs evilly. In the hallway, the sisters hear him talking over the PA system. "It's time to meet our 3 contestants. Sarah, Mary, and Winifred Sanderson. Read any good spell books lately?" Max asked. The sisters see Binx sitting in the middle of the hall. "Get him!" Winnie shouted. They move toward Binx, but stop when they hear another voice. "Hello, welcome to the Library. Bon jour..." The sisters head in the direction of the voice. They pause outside of one of the big ovens that the art students use to harden their molds. The woman continues to talk from inside the oven. Winifred gives the signal and the sisters all rush in. They stop and look around and the woman's voice is coming from a boom box. The sisters walk over. "Hello?" Mary asked. "Yes?" Winnie asked. Suddenly the door to the oven is slammed closed by (Y/n). The witches scream in frustration. Allison hits the button and the over turns on. "Hot, hot!" Winnie shouted. The kids celebrate outside. "Farewell Winifred Sanderson! Burn! Burn!" Max shouted. "We did it Binx, we stopped them." (Y/n) said. "I've wanted to do that for 300 years." Binx said. They watch Allison and Dani play a little further off. "Since they took Emily." Binx said. (Y/n)'s smile faded as she turns to look at him. "You really miss her, don't you?" She asked. He frowns. "Binx, you can't keep blaming yourself for that. It wasn't your fault." She said softly. "Take good care of Dani and Max, (Y/n). You'll never know how precious they are. Until you lose them." Binx hops off and walks away. "Hey Binx, where do you think you're going?" (Y/n) asked. Binx looks at her. "You're a Dennison now, buddy. One of us." She said. "Come on Binx, let's go home." Dani said. "Home!" Binx said. "Home." (Y/n) said.