Long ago, in the magic forest of Be'twixt was the home of the Happy Castle, a wondrous place of beauty, friendship and laughter. But then, the evil Gloomella took over the Happy Castle and spread her gloom to all who lived there. However, the forest creatures of Be'twixt who had not fallen under Gloomella's spell turned to the all-seeing, all-knowing Well of What to find out how to rid the forest of Gloomella. A young girl appeared before Jimmy the Rabbit and Marcus the Lion and they called the girl, Hope. When things seemed the darkest, Hope's song book would fall open and she would sing. Happy Castle incorporated costumed people, puppets, and special effects.