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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.