The kids, Lydia, and Binx run down the alley with the witches in pursuit.

"Binx, come on!" Dani said.

Max kicks over some trash cans in frustration," That's really bad."

" Max, come on! Calm down," Allison told him.

"Look, I want you to take Dani back to your house and don't let her out of your sight!" Max told Allison.

"Max, I'm not leaving you," Dani told her brother.

Lydia sees the back door of the restaurant opening and says,"Hide!"

They duck for cover 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," The cook said to the lobsters in the tank before he picks up one, "Yeah, Angelo, you're bad, "he goes back inside."

"Uh oh!" Binx said as he spots the sisters.

"Get down!" Max said.

They all hide out of sight as the sisters enter the alley.

"I smell…" Mary began.

"Yes?" Winnifred asked.

"Winnie, I smell…"

"Yes?"

"I smell…scrud," Mary said causing Winifred to give 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 at all the boxes and stuff.

"Sarah!" Winnifred called out.

Sarah quickly follows after her sisters. As soon as they're gone the group come out of hiding. 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," Allison said.

The Sisters walk up to the deserted High School.

"What is this place?" Sarah asked.

"It reeks of children," Mary told her sisters.

"It is a prison for children," Sarah said.

Inside the school, they walk down one of the hallways. Max is in the principal's office talking on the microphone.

Max howls in the microphone before saying, "Welcome to High School Hell. I'm your host Boris Karloff, Jr."

In the hallway, the Sisters can hear him talking over the PA system.

"It's time to meet our 3 contestants. Sarah, Mary, and Winifred Sanderson. Read any good spellbooks lately?"

The sisters spot Binx sitting in the middle of the hall.

"Get him!" Winifred shouted.

They move towards Binx, but they stop when they hear a Lydia's voice.

"Hello, sisters, welcome to the Library."

The sisters head in the direction of Lydia's voice. They pause just outside of one of the big ovens that the art students use to harden their molds. They see in the giant oven is Lydia.

Lydia turns around to face them, "Hello, sisters."

Winifred gives the signal and the sisters all rush into the oven. But when they touched Lydia, she disappeared from their grasp. Suddenly the door to the oven is slammed closed by Allison. The witches scream in frustration. Allison hits the button and turns the oven on.

"Hot, hot!" Winnifred screams as she and her sisters burn.

The group rushes out of the school and rejoices in their victory, not noticing the green smoke that hovers above the chimney to the furnace.

"Farewell Winifred Sanderson! Burn! Burn!," Max cheered. "We did it Binx, we stopped them."

"I've wanted to do that for 300 years," Binx said. They watch Allison, Lydia, and Dani play a little further off, "Since they took Emily.

"You really miss her, don't you? Man, you can't keep blaming yourself for that. That happened so long ago."

"Take good care of Dani, Max. You'll never know how precious she is, until you lose her," Binx hops down from the tree and heads away.

"Hey Binx, where do you think you're going? Max asked. Binx looks at him, "You're a Dennison now, buddy. One of us."

"Come on Binx, let's go home," Dani said.

"Home!" Binx smiled.

"Home," Max said.

Max, Allison, Dani, Lydia, and Binx enter Max's and Dani's house.

"Mom? Dad?" Max called out.

"We got a new cat! Mom?" Dani called out.

"Well I guess they're still partying. Come on in," Max said to Allison.

"I'll stay here until they get back," Lydia told them.

The gang go in Max's room. Dani and Lydia lay on Max's bed and watches Binx drink some milk. Max and Allison are curled up in the corner.

"You're my kittie now. You'll have milk and tuna fish every day, and you'll only hunt mice for fun," Dani said to Binx.

"You're gonna turn me into one of those fat, useless, contented house cats," He said.

"You betcha!" Dani said. Binx hops up onto the bed, "You know Binx, I'll always take care of you. And my children will take care of you too. And their children after than, and theirs' after that. Forever and ever, and ever…" She dozes off.

The book opens it's eye. At that moment Allison wakes up and the book shuts it's eye. Max wakes up a moment later and Allison smiles at him.

"Hi," Max greeted.

"Hi," Allison stretches and then grabs the clock on the nearby shelf, "Oh my God. It's 5:00! My parents are gonna kill me,"she starts to put her shoes on, "I should go."

"I wish you could stay," Max said to her.

"Poor Binx," Allison said as she looks at Binx.

"Yeah, poor Binx. We owe him a lot."

"Yeah."

"Look, could we find some way to help him?" Max asked.

"The book? The witches used it to put the spell on him, maybe there's a way in here to take it off," Allison replied.

"I don't know, Binx told us not to open it."

"Well the witches are dead, what harm could it do?"

"Okay, just be careful," Max told Allison.

"I will. Hold my hand."

They hold hands and open the book. They don't see anything, but we see a magical light shoot up from the book and go straight up.

"Nothing weird so far," Allison said.

Max and Allison are still looking in the book.

"Oh, listen to this," Allison begins reading, "Only a circle of salt can protect thy victims from my power, "Suddenly Binx jumps on the book and slams it shut, "We were just trying to help you."

"Well don't! Nothing good can come from this book. Got it?!" Binx warned them.

"Maybe we should go now," Max suggested.

"Okay," Allison said.

"I'll take Allison home," Lydia told them as she quietly got up from the bed.

They walk out of the room and into the hallway. Max goes over to his parent's room and looks in.

"Mom? Dad?" Max turned to Allison and Lydia, "They're still not home. That's weird. They must be having a great time."

"I don't know, something's not right. I'd feel a lot safer going home if we had some salt," Allison said.

"Good idea, Allison. Salt has been used for protection," Lydia said.

In the kitchen, Max looks around in the cupboard for some salt. He finds some and drops it down to Allison.

"Salt," Max said. Allison reads the side of the container, "Well, what's it say?"

"Oh, it says to form a circle of salt to protect from zombies, witches, and old boyfriends," Allsion joked.

"And what about new boyfriends?" Max asked grinning.

Lydia shooked her head as Allison and Max move to kiss but they pull back as they hear a sound from upstairs.

"Dani!" Max yelled.

They run upstairs. burst into the room. It appears that Dani is asleep under the covers.

"Max, the book is gone! I'm telling you, something's weird," Allison told him.

"Something doesn't feel right," Lydia said.

Max pulls the covers back, "Dani, wake up!"

"Trick or treat!" Sarah screamed when the covers moved to reveal her.

Allison screams as Max jumps back. Winifred, Mary, and Dani come out of the closet. Mary is holding Dani captive and Winifred has the book.

"Looking for this," Winnifred said.

The book opens it's eye and looks at Max. Max jumps back with a yell. Winifred opens the book and a ball of energy hits Max in the back and he goes down.

"Boy down," Sarah laughed.

"Allison use the salt!" Lydia told her.

Allison quickly forms a circle of salt around herself.

"Salt! What a clever little white witch. But it will not save thy friends. No. Come sisters, the candles magic is almost spent, a dawn approaches," Winnifred told them.

"Max! Let me go! Put me down!" Dani screamed.

The sisters burst from Max's room, and both Lydia and Allison are knocked back by the power.

"Dani? Dani! Max!" Allsion said, she and Lydia rushed over to Max, "Are you okay? Come on, get up!"

"Where's Dani?" Max asked them.

Max, Lydia, and Allison listen as Sarah sings. The rush over to the hole in the room the sisters created and saw all the children in the town begin to head towards the sisters cottage.

"Hey! Hey you guys! Don't listen to her!" Max shouted to the children, but they are under a spell and do not hear him.

"Max, Allison, we have a plan," Lydia told them.

"What do you mean?" Max asked.

"My sister said "The candle's magic will soon be spent, a dawn approaches." The black flame candle only brought them back for this one Halloween night. And unless they can steal the lives of children, when the sun comes up, they're dust," She explained.

"Yeah, but how can we make the sun come up?" Max asked, "They've got Dani. We need a miracle."

"Simple. The same way you fooled them with the burning rain of death," Lydia smirked.

Max pulls his parent's car out of the garage and tries to make his way around the children that are walking very slowly in the street.

"Hurry, okay. Oh, watch out!" Allison told Max.

"Come on! Get out of the way! Move it!" Max yelled at the children in the street.

After a long strip, they made it to the Sanderson Cottage. Lydia told the plan to Max and Allison. Max and Lydia rushed out of the car and to the door of the Cottage. Suddenly Max bursts in the front door.

"Prepare to die!" Max shouted at the sisters, "Again."

"You, you have no powers here, you fool," Winnifred told Max before saying to Lydia, "And I highly doubt you would risk the live of the child, Sister."

"Hollywood! Ms. Lydia!" Jay cheered.

"Maybe not, but there's a power greater than your magic, and that's knowledge," Max told Winnfired.

"Come on, man," Jay groaned.

"And there's one thing that I know that you don't."

"And what is that, dude?" Winnfired asked Max sarcastically, Mary and Sarah laughs at that.

"Daylight savings time," Max and Lydia said.

"Daylight savings time," Mary said sarcastically.

Suddenly a pink light begins to shine behind Max and Lydia. It looks like the rising sun and so the react in a panic, they all try to run from the light while Max and Lydia unties Dani.

"Max! Ms. Lydia! Get me out of here!" Dani said.

"The sun!" Winnfired exclaimed.

"It hurts!" Sarah exclaimed.

The sisters all collapse to the floor and lay there in a heap.

"Get Binx," Dani told Max.

Max grabs the bag that Binx is in and they head for the door. Max pauses and dumps the cauldron over spilling the potion.

"Hot! Hot cat! Hot cat!" Binx exclaimed.

"Hey, let me outta here," Jay said to Max.

"Help! Hey, Hollywood. Help us out here," Ice said.

Max reaches up and takes his shoes off of Ice's and said, "Tubular."

Dani, Lydia, and Max run outside, but Dani pauses just outside the door.

"Max, I wanna see her turn to dust," Dani said, but Lydia grabs her hand.

"Later, Dani," Lydia told her.

Lydia, Dani, and Max turn when they hear Allison whistling.

"Pump it!" Dani said. They run over to the car, "Allison! "She and Allison hug."

They all get in the car and Lydia in the driver's seat.

"Come on! Move it!" Max yelled.

"Step on it!" Dani yelled.

Lydia put the car in reverse and back out onto the road before putting it in drive and going as fast as she could.

"Are they following us?" Lydia asked them.

Allison takes a look, "No!"

"Good," Max said with a sigh of relief.

Suddenly Winifred pulls up next to the passenger side window.

"Pull over! Let me see your driver's permit," Winnifred laughs and then tries to pull Max out of the car, but the girls hold onto him, "Resisting arrest?"

Max is able to disentangle himself from her. He flings out his hand to fend of another attack and Winifred is knocked into some bushes. They all cheer.

As she continues to drives, Lydia whispers a spell, "Bring together my prince and me, let him fall on bended knee. I summon him to my side, that he may take me to be his destined bride."

The car pulls up to the gate of the cemetery and they hop out.

"Hurry! Hurry!" Binx said.

They quickly head for the gate so that they can get on hallowed ground.

"Go go go! Run!" Max yelled.

They get inside the gate, but Billy has finally caught up with them and he grabs ahold of Max.

"Max!" Dani cried.

"No, wait Dani!" Binx told her.

Max pulls out a switch blade and he and Billy fight.

"Run, Dani, run!" Max yelled.

The girls and Binx run off. Winifred, Sarah, and Mary finally arrive. They hover over the cemetery. Billy has managed to get Max into a head-lock of sorts.

"Billy! Kill him if you must, just bring me that child! That Dani! And put some wiggle in it you putrid festering sore," Winnifred ordered.

Billy takes Max's knife and cuts the strings that hold his mouth shut.

"Don't dawdle, come along now!"

Billy takes a very deep breath through his mouth.

"Come along now! Kill him! Do it now!" She ordered.

"Wench!" Billy said. Winifred looks surprised, "Trollop! You bucktooth, mouth rind, firefly from Hell! Winifred shrieks in outrage. Billy says to Max, "I've waited centuries to say that."

"Say what you want, just don't breath on me," Max said with disgust from the smell of Billy's breath.

"Billy! I killed you once. I shall kill you again you maggotly mouth peasant. Hang on to your head!" Winnifred and her sisters fly off.

A little bit later Max has caught up with the girls. Billy walks right behind him.

"Max, come on!" Dani said.

"Max, come on, move out of the way!" Allison said.

Both Allison and Dani move as though to attack Billy.

"No, no wait! Wait! No! No. He's a good zombie," Max told them.

Lydia moves closer to Billy and he stands frozen in awe of Lydia. She places a hand on her cheek and he leans into her hand.

"Oh, Billy," Lydia begins to cry and hugs him,"I've missed you so much."

"As have I, Lydia. Every moment without you in my life has been toruture," Billy told her.

"Come on. We'll have to hold them off until dawn. It's our only hope," Binx told them.

Lydia and Billy break their hug.

"Hi, Billy," Dani said.

Allison pours a circle of salt around Billy's open grave. Max takes a few practice swings with a tree branch. Lydia prepares herself to use the full power her has.

"You'll be safe in here," Billy told Dani.

"Thank you," She said.

"You okay Dani?" Max asked.

"Yeah. Fine," Dani replied.

Billy helping Dani into the grave, "All right then. In we go."

"For every witch, in every hour, Send us now the greatest power. Brick and mortar, wood and stone, Protect our center, protect our home," Lydia casted a spell on Billy's grave.

"Here they come! Billy, Lydia, guard Dani! Max, Allison, spread out!" Binx told them.

Allison and Max spread out as the witches flew closer to them, and Winnfired closer to the grave.

"For the last time, prepare to meet thy doom!" Max swings at Winnifred and she laughs. You little pest, I've had enough of you."

She grabs ahold of his stick and tosses it and Max aside. Sarah and Mary have gone off to fight Allison. She faces off with Billy, who is still guarding Dani.

"Go to hell!" Billy shouted.

"Oh, I've been there, thank you. I found it quite lovely," Winnifred said.

Winifred takes a nosedive and aims right for Billy, but at the last moment she curves her broom upward and knocks off Billy's head. Dani gives a shriek and then crawls out of her safe haven to get his head.

"Billy, I think you dropped this," Dani said.

"Dani! Get back in the Grave!" Lydia shouted and summons a fire ball ready to throw it at her sisters.

Max and Allison reach the grave only to find it empty.

"Oh God." Allison said

Winifred spots Dani out of the grave and she heads right for her.

"Max!" Dani screamed.

Winifred catches Dani and takes off with her.

"Dani!" Max yelled.

"Bye bye, big brother, " Winnfired laughs to Dani, "All right, you little trollymall, "She whips out the vial"

"Hold on, Dani!" Binx told her.

"This'll teach you to call people ugly. Open your mouth. Open your mouth, I say!" Winnifred demanded.

Binx takes a running leap up a tree and lands right on Winifred. He knocks the vial out of her hand. She then tosses him to the ground. Max manages to catch the vial before it hits the ground.

"Give me that vial!" Winnifred demanded.

"Put her down or I'll smash it," Max threatened.

"Smash it and she dies!" Winnifred warns.

"Max!" Allsion yelled.

"No!" Billy and Lydia grab hold Allison.

Max makes a quick decision and downs the potion.

"Max no!" Dani cried at her brother.

Max tosses the empty vial away, "Now you have no choice. You have to take me."

Winifred lowers herself to hover only about a foot off the ground. "You are a fool to give up thy life for thy sisters," Winnifred tosses Dani down and grabs Max by the front of his shirt.

"MAX!" Dani cried.

Allison, Lydia, and Billy rush over to Dani.

Winifred and Max struggle and Winnifed called, "Sisters! Sisters!"

"Winnie, I'm coming!" Mary flies right by Allison, Billy, Lydia, and Dani and they grab the extension cord from the vacuum and hang onto it.

"Hold! Harder! Come on!" Allsion said.

"I'm going to teach you a lesson you'll never forget!" Winnifred told Max.

"Sarah!" Mary called for help.

Sarah flies over and tries to help Mary get free. Meanwhile, Winifred is trying to suck Max's life force.

"Let go, now!" Lydia yelled.

They let go and Sarah and Mary fly high up into the air. Max knocks Winifred's hands from him and they both fall to the ground. Winifred landing face-first into some grass. She gets up and crawls over to Max. She picks him up off the ground and still tries to suck away his life force. He continues to struggle with her. Meanwhile, the sun begins to rise. Winifred looks down and realizes that she's on hallowed ground and she begins to turn to stone.

"Book!" Winnifred cried before she turns completely to stone. Max finally manages to free himself and he falls away from the statue. Up In The Air, Both the sisters are hit with the sunlight.

"Winnie! Good-bye!" With a flash of purple, Sarah is no more.

"Uh-oh. Bye-bye!" With a flash of red, Mary is no more.

Winifred's statue explodes in a flash of green and the kids all quickly turn away and shield their eyes. Binx, very quietly dies. His mission is over. The group, not realizing that Binx is gone, look at the sunrise with a newfound respect.

"Max! Max, are you okay?" Dani asked her brother as she and the other rushed over to him.

"Yeah, I think so," He replied.

"You saved my life."

" Well, I had to, I'm your big brother," Max told her.

"I love you, jerk face," Dani told him.

"I love you too."

They both hug, then Dani helps him up.

Billy looks at the rising sun before looking at Lydia with a sad look on his face, "I wish we could spend more time together, my love."

"Perhaps we can. I found a spell that may work," Lydia told him before she spoke the spell, "Hear these words, hear my rhyme bless these two in this time. Bring them both into the fold, help them now cross love's threshold."

Within moments of the spells being cast, Billy's decaying skin was turned into living flesh. Lydia knew the spell had work, her dreams had come true her love had returned back to life. Billy looks at his hands before touching his face. He smiles at Lydia before pulling her close to him and kisses her.

Billy breaks from the kiss and says, "I've waited centuries to do that."

"Come on," Dani said before looking around,"Where's Binx? Binx? Binx?" She spots him on the ground Binx.

"He's gone. He's gone, Dani," Allsion told her heavy with a heart.

"But he can't die remember. Wake up, Binx. Binx, wake up. It's like last time," Dani begged before asking Lydia, "Is there a spell that can bring him back?"

"I'm sorry, Dani. There isn't," Lydia said with a heavy heart.

"Dani, come on, please don't be sad for me," Thackery told her.

They all look up and see Thackery Binx standing there as a ghost. He's been freed by the witches' death.

"Binx, is that you?" Dani asked.

"Yeah. The witches are dead, my soul's finally free," Thackery replied. Dani continues to cry, "You freed me, Dani, thank you. Hey Max, thanks for lighting the candle."

Max smiles and nods.

"And Lydia, thank you for helping me through all these centuries."

"Your welcome," Lydia said.

"Thackery, Thackery Binx," A little girl's voice called out.

They all turn and see the ghost of Emily Binx looking for her brother.

"It's Emily!" Thackery said thrilled. He leans in close to Dani, "I shall always be with you," She nods and he kisses her cheek.

Thackeray turns and walks towards his sister, but he pauses for one last look at his new friends. Max gives him a wave.

"Thackery Binx, what took thee so long?" Emily asked her brother.

"I'm sorry, Emily. I had to wait 300 years for a virgin to light the candle," He apologized.

Emily and Thackery walk through the gates into heaven. Max, Allison, Lydia, Billy, and Dani watch with a smile.

Happy Halloween!