Luke hears about witches from his grandmother (Mai Zetterling). She says they have to wear gloves to hide their claw-like hands and shoes that fit their square feet without toes, and that they are bald and scratch under their wigs. They have a purple gleam in their eyes. They are evil and they steal children, who are never seen again. Luke's parents are killed, and his grandmother takes him to England. When she is diagnosed with mild diabetes, the doctor advises a vacation, so they go to Cornwall. As it happens, a convention of all the witches in England is staying in the same hotel, posing as the Royal Society for the Prevention of Cruelty to Children. Their leader is slinky, black-clad Eva Ernst (Anjelica Huston). Luke overhears her telling the witches to wipe out all the children in England by turning them into mice, and he watches as she demonstrates by giving a potion to a greedy child named Bruno, transforming him into a mouse. The witches find Luke, and after a chase, capture him and turn him into a mouse. With the help of his grandmother, he steals some of the potion, and puts it into the soup to be served to the witches, who are all turned to mice, except for Eva's assistant. Luke manages to get Eva's trunkful of money, along with her notebook listing the addresses of all the witches in America, and he and his grandmother plan to go after them.