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During World War II, in the seaside village of Pepperinge Eye, England, members of the Home Guard, elderly veterans who fought during the previous World War, prepare the village against German invasion. At the historical museum, good-natured Mrs. Hobday finds homes for refugee children sent from London. Unable to find a place for three orphaned siblings, eleven-year-old Charlie, six-year-old Paul and their sister Carrie, Mrs. Hobday asks a genteel, eccentric spinster, Miss Eglantine Price, to take them until another home can be found. Apprehensive in the isolated country home Eglantine shares with her cat, Cosmic Creeper, the children long for bangers and mash instead of the strange, healthy meals she serves. That night, after the children are asleep, Eglantine opens her mail, a package from Prof. Emelius Browne of London, containing a witch's broomstick. The accompanying letter congratulates her for completing most of the lessons from Browne's "Correspondent College of Witchcraft" and for earning the title "Apprentice Witch." Outside, she manages to fly on her broomstick, but is seen tumbling out of the sky by the children. The next day, the street-smart Charlie tries to blackmail Eglantine into feeding them fried foods and not making them take so many baths by threatening to reveal to the villagers that she is a witch. When he also, to the dismay of his siblings, demands money, Eglantine casts a spell that turns him into a rabbit. After he returns to his original form, Eglantine explains that she is learning magic in hopes of helping the war effort. She puts a spell on a bedknob that Paul has pilfered from the bed in his room and explains that if Paul places the knob on the bedframe and turns it, the bed will take them anywhere they wish to go. When Eglantine later receives a letter announcing that the witchcraft school has been closed due to the war, she asks Paul, who is the owner of the bedknob and therefore the only one who can work the spell, to take her to Browne. As they prepare to leave, Charlie stubbornly refuses to go and Eglantine tells Carrie that he is at the "age of not believing." Just before the bed and its occupants disappear from the room, Charlie jumps on. They fly over English terrain and land on a London street, close to where Browne, a con man and street magician, commences his performance. Browne is more showman than magician, and when his tricks backfire, causing his audience to disperse, Eglantine introduces herself. When she asks him for the last lesson, he tries to flee, but she turns him into a rabbit and grabs him. Upon regaining human form, Browne is surprised that the spell works and invites them to his residence, a mansion deserted by its rightful owners after an unexploded bomb landed nearby. Inside, while the children explore the toys in the nursery, Browne shows Eglantine the library. She tries to explain how the last spell promised by the course curriculum, called substitutiary locomotion, could be used to help fight the Germans, but Browne is more interested in convincing her to become his partner in a stage act. When he becomes too persistent, she again turns him into a rabbit, which climbs to a shelf and knocks off an old manuscript titled The Spells of Astoroth . Eglantine flips to the end of the manuscript, hoping to find the directions for substitutiary locomotion and discovers that the last pages containing the spell's five mystic words are missing. In human form, Browne explains he got the manuscript from a street vendor on Portobello Road, who tore out the last few pages while trying to get it back. Eglantine, Browne and the children fly to the market on Portobello Road, and as Eglantine and Browne search for the bookseller, the children enjoy the sights and sounds. At the end of the day, when the street empties of vendors and their barrows, Swinburne, an unsavory man who has been eavesdropping on them, orders the group at knifepoint to the establishment of Bookman, who possesses the last part of the manuscript and wants the rest. There Eglantine reads the last pages, which state that the five mystic words are engraved on a star-shaped medallion worn by an ancient sorcerer, Astoroth. Bookman explains that Astoroth magically experimented on animals to make them more human. According to legend, the animals rebelled and killed him, stole many of his powers and sailed away on a ship, never to be seen, until a dying sailor in the seventeenth century claimed to have spotted them on the Isle of Naboombu. When Paul announces that a book he took from the nursery describes the island, Browne, Eglantine and the children get on the bed and fly away before Bookman and Swinburne can take the book away. Ordered to fly them to Naboombu, the bed carries the group to the island's lagoon and takes them underwater. At Browne's suggestion, they all enjoy "bobbling along" at the bottom of the lagoon, where they meet interesting underwater creatures and Eglantine and Browne dance at the Beautiful Briny Ballroom. Then a fish hook descends and catches on the bed, pulling the children upward. Eglantine and Browne manage to grab the bed before it is reeled out of the water by Bear, an old mariner who is fishing. At their request, Bear takes them to the King of Naboombu, a roaring lion who wants to play soccer. Browne soothes the beast, a show of courage that wins the admiration of Eglantine and results in the King appointing Browne to the position of referee. As a soccer match commences, Eglantine and the children see that the King is wearing the star of Astoroth on a ribbon around his neck. The players of the two teams, all animals, are clever, forceful and ruthless, and Browne gets knocked around and trampled before the King's team wins. After the game, Browne deftly switches the whistle around his neck with the star around the King's, and Eglantine, Browne and the children run to the bed and fly away before the King can catch them. However, back at home, the star disappears from their hands, because objects from one world cannot be taken to another. A radio announcement warns of a possible German invasion, but unable to remember the magic words written on the star, Eglantine cannot carry out her defense plans until Paul shows them an illustration of the star in his book that clearly shows the five engraved words. Eglantine explains that substitutiary locomotion is a way to cause inanimate objects to take on a life force of their own. When they sing the five mystic words, unoccupied shoes begin to dance. Soon pieces of everyone's wardrobe enter the room to join in, becoming so rowdy that Eglantine must use a cutoff spell to stop them. When Mrs. Hobday arrives to say that a farmer and his wife will take the children, Paul, assuming that they have become a family, announces that Browne is now their father. Frightened of commitment, Browne walks to the train station to wait for the morning train. Meanwhile, U-boats approach the coast and, after rowing to shore, Germans take over Eglantine's house. Although Eglantine tries to turn their leader into a rabbit, she forgets the spell, and she and the children are imprisoned in the museum. By turning himself into a rabbit, Browne hops into the museum to be with them. Using substitutiary locomotion, they animate the medieval armor on display, which knocks out the German guard and marches to battle. Flying on a broomstick, Eglantine leads the ghost-like army, which is joined by a troupe of animated kilts marching to the sound of old bagpipes. When German bullets do not stop the armors' momentum, the enchanted fists and boots punch and kick, and arrows shot from the ancient bows frighten the outnumbered soldiers into retreat. Before fleeing, the Germans set off a bomb that knocks Eglantine off her broomstick and causes the ghostly army to sag to the ground, but members of the Home Guard, who are now alert to the invasion, take over and shoot at the departing enemy. Afterward, Eglantine gives up witchcraft and Browne, promising to reunite with Eglantine and the children after the war, joins the army and is escorted away by the Home Guardsmen, who believe they were responsible for repelling the German attack.