Act One

Forest, early evening. There is an air of sadness about this spot. A circle of ghostly trees wail and bend under their leafy burdens. It is here that Annabelle, the unhappy witch, has come to brood. She enters, weeping, dressed head to toe in her old, black, ill-fitting witch's uniform. Under her arm, she carries a gaily colored fashion magazine and a flowing pink handkerchief. Looking at the magazine, she cries that she is in "last year's cobwebs." She has nothing new and fashionable to wear. She is delighted when she sees the audience and tells them all about herself. She discloses that she is really a very nice witch, who is forced to wear a terrible black outfit all the time. She wishes more than anything that she could wear a nice, new pink outfit in the latest fashion. ("Annabelle's Song")

Suddenly, thunder is heard, and the president of the witches' union, Mabel, appears. Annabelle knows that Mabel won't be happy with her since she is supposed to be home, practicing her evil eye.

Mabel is a large woman in an impressive steel-gray witch's uniform. She loves practicing her favorite stunt, yelling "silence" and listening appreciatively to the thunder that follows. She sees Annabelle and reprimands her. Mabel presents a list of Annabelle's faults and demerits for the week: she slept all night in a barn that she was told to burn down, she asked Mrs. Jones the place where she bought her shoes instead of putting a hex and evil eye on her, and so on. She finally pulls Annabelle's report card out of her pocket and gives it to the troubled witch. It appears that Annabelle has failed virtually all of her witch classes – everything from spell making to general meanness. The only A+ she got was in Toadstool Turning. Before Mabel leaves, she gives Annabelle a list of work for the evening.

Mabel leaves just as another witch, Lydia, enters, dressed in a dark green uniform. She is elated at finding Annabelle with her long instruction list. Lydia is the assigned treasurer for the witches' union and has come to collect the full moon dues – thirteen dragon's teeth. Annabelle gives her the dues and then looks at her assignment list. Her evening assignment is to frighten two lost children. She thinks about it for a moment and then realizes that this assignment could be fun.

In another part of the forest, a much happier and brighter part, Peter and Judy enter, singing and playing follow-the-leader. Peter is about nine years old and his sister is about eight. They are well-scrubbed, happy, delightful children ("Peter and Judy's Song"). They hop through the forest, having a delightful time, and dissolve into a fit of laughter. When they recover, they realize that they are lost. Peter can't quite figure out the way home because bramble bushes cover the path that should lead them there. He tells Judy that he once heard that witches put bramble bushes in the path of anyone lost in the forest. Judy gets scared, but Peter calms her down, telling her that they must be brave. They try calling to someone for help, but no one answers them ("Peter and Judy's Song – Duet"). They go over to a large tree, lie down beneath it and fall asleep.

Annabelle enters, reading her instruction sheet and finds the children. Judy and Peter wake up, but stay very still, pretending to sleep. Annabelle's first job is to sprinkle them with some enchanted powder, which will fill their dreams with monstrous nightmares; however, before she is able to do this, she notices what a fresh and lovely complexion Judy has. She wonders just how Judy keeps her skin so soft and fresh. Seeing a jug of milk in the children's basket, Annabelle takes the milk and rubs it on her skin, hoping that this is what Judy also does. Maybe now her wrinkles will go away and she'll look as fresh as Judy. Seeing this, the children laugh, and Annabelle is embarrassed and a bit angry at being caught. The children stop laughing but they are no longer afraid of Annabelle. In fact, she reminds them of the grandmother who plays games with them all the time. Annabelle tries to conjure up some spells, but nothing seems to scare the children. Even showing them her witches' union card only makes them laugh.

In fact, Annabelle isn't like any other witch they know. She's not really old and ugly. She wears flowers in her hair. Most witches only come out after midnight, and here it is just a little after the children's bedtime. Lastly, her hair isn't gray, and everyone knows that all real witches have gray hair. She tells the children that, by using a squeeze of loganberry here and a squirt of boysenberry there, she is able to tint her hair and keep herself younger looking ("Annabelle's Song"). Her clothes, however, are another story, and she cannot change them. She asks Judy if she'll tell her how she keeps her skin so soft and smooth, and the children agree to tell her in exchange for her showing them the way out of the forest. At first, Annabelle hesitates since it goes against all of the orders that have been handed down to her but, after reconsidering it a bit, she realizes that she should take the children home in exchange for some beauty secrets. Before they depart, however, Annabelle must fly off on her broom and get her maps and toothbrush. She tells the children to wait for her until she returns. They sing and dance for joy at the thought of going home ("Peter and Judy's Song"). Unfortunately, Lydia has been watching and listening to Annabelle and the children all along. As the children celebrate, she emerges and sneaks off in the opposite direction as Annabelle.

Deep in the forest, the other witches – Mabel, Esther and Maud – are dancing and chanting around a steaming cauldron ("Windershin Song"). Lydia enters breathlessly and informs the other witches that she caught Annabelle promising to lead the children safely home. They are horrified at the thought of this – especially Mabel, who strictly ordered Annabelle to terrorize the children. What is even worse is that, if Annabelle isn't stopped, her good deeds could actually make it so that all of the witches' powers are destroyed. The only way to stop it is to bring Annabelle back and boil her in oil. Annabelle must be destroyed to ensure that the other witches' powers live on. Mabel orders the other witches to bring Annabelle to her. They depart ("Song and Dance").

Act Two

Half an hour later, Annabelle and the children appear to be very happy as they make their journey out of the forest ("Annabelle and Children's Song"). Annabelle grows tired and stops for a moment, telling the children that they should take a short nap before moving on. At first, the children resist, but Judy admits that she is tired and would like a short nap. Peter fears that the other witches will find them, but Annabelle assures him that, as long as they have the magic book that she is carrying, they can outsmart them at every turn. Annabelle reads from her book and shows the children several magic tricks, which are quite entertaining. The one trick that she can't seem to master is getting the thunder to clap after she yells, "Silence!" However, after a bit of practice and a little help from Judy (after she's read the book), Annabelle is able to make thunder sound ever so faintly and she is delighted with herself.

The children are now very tired and want to go to sleep. They ask Annabelle to sing them a lullaby, but she doesn't know how to do it. The children lay Annabelle down, say a prayer with her ("Prayer") and sing Annabelle (and themselves) to sleep ("Lullaby").

A few minutes later, after Annabelle and the children are fast asleep, Mabel, Lydia, Esther and Maud enter and find them. Lydia rushes to capture them, but Mabel stops her, saying that they must first place a spell over them. Mabel has the other witches stand guard over the sleeping bodies while she conjures a spell to prepare them for boiling in a pot for eighteen months. If one gets away from them before the spell is put into place, the entire sisterhood of witches could be destroyed. Mabel conjures the spell as one of the witches prepares to throw Annabelle and the children into a boiling pot ("Witches' Song").

The witches shriek with laughter, waking up Annabelle and the children. Annabelle confronts the other witches, and they tell her that it is all over for her. They explain that, for a long time, she has gone against the rules of the sisterhood of witches but that, by "being kind to children," she has gone too far! For that alone, she will be boiled in oil for a year. The children are terribly frightened, but Annabelle assures them that the other witches would never do anything to harm a fellow sister. She shows them her witches' union card, but Mabel doesn't care. She takes the card and boils it in the cauldron, ending Annabelle's term as a witch for good. Annabelle is then dragged off by Maud and Esther, but, as she struggles, she tells the children to get her book and look on the last page. Peter grabs the book and frantically leafs through it, but the witches chase after the children as the book is tossed back and forth. Peter finally gets the book back and is able to read it. As the witches pounce on him, he starts to laugh hysterically. The witches try to put a curse on him, but he informs them what he just learned from the book: witches don't exist unless you believe in them. Mabel is horrified that the children know the secret and orders the rest of her sisters to run for their lives.

The witches are gone, and Peter and Judy celebrate ("Peter and Judy's Song"). They look for Annabelle, but only find a pink book on the ground with the same words as the last black book. They wonder why this is the case. No sooner has this happened than a groan is heard and a dazed Annabelle enters, dressed head to toe in a beautiful pink outfit that is elaborately sprinkled with bows, lace, ribbons, flowers, etc. The children are awestruck by her appearance: Annabelle is oblivious to the change in her attire. After a bit, she looks down and sees that a transformation has occurred. It must have been because of what was in her witches' book: "Evil witches are like spooks and nightmares. Anyone who stands up and laughs at them destroys their evil powers." Also printed in there is "Good deeds return upon the one who gives ten times and more." Annabelle's good deed has brought about her transformation. Annabelle offers an arm to each of the children as they skip off together to return to their home.