When Paul and his mother move into their new home, Paul meets Anna, the girl next door. As they get into a quarrel in the elevator, they find that it doesn't stop, but instead takes them deeper and deeper into the Earth. They emerge into a foreign world where they meet a talking, blind horse, an alarm clock with no hands, and an unarmed knight. Together they fight the dreadful Ol' Witch who is intent on stealing the children's youth.