Lil and Verne may think they have quelled the Dark forces that tried to destroy Whitby, but they have no idea that the powers they've been meddling with are about to turn on them. Despite Lil's crucial role in saving her home from destruction, she notices that the townsfolk have become wary of her - even fear her. More than ever she needs the support of best friend Verne and the witch Cherry Cerise, but they are preoccupied by their attempts to uncover more secrets of the golden Nimius. When Lil finds an antique box of watercolor paints she welcomes the diversion, little realizing that every time she uses it something nasty escapes. But it is while they are distracted an old enemy shows up.