Lionel is a wild boy, who doesn't much like to be around other people. He'd rather be a purring cat or a wolf stalking the woods. Marybeth is a nice girl. She doesn't need to be told to comb her hair or brush her teeth, and she's kind to everyone at the orphanage... Lionel most of all. Different though they are, Lionel and Marybeth are best friends in a world that has forgotten about them. So when a mysterious blue spirit possesses Marybeth - and starts to take control - they know they must stop it before the real Marybeth fades away forever.