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Snow white has been having nightmares, Her Caretaker and friend Adolphus hunt's down her old ally Alice in hopes that she can help her with her dreams. She does all that she can but is awakened by a strange visitor. the source of her evil is the crimelord 'The genie' who is in ropes with King Arthur, he sends his first-hand man Peter Pan to get what he needs, a watch that summons the creature of the night. Babay, the Russian boogieman.