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Young Princess Irene wanders the lonely halls of her absent father's castle, her nursemaid Lootie at her side, and comes upon a gorgeous, enigmatic woman - who turns out to be Irene's great-great-grandmother. The following night, Lootie and Irene find themselves beyond the bounds of the castle and are beset upon by goblins! They are saved by a miner boy named Curdie, who soon learns of both the goblins' dire plan to destroy the palace, and their greatest weakness. Together, Irene and Curdie - with the help of Irene's great- great-grandmother's magic - join forces to save the kingdom from the goblins' wily plots.