Mary Smith is a clumsy girl with wild red hair who cant seem to do anything right. After moving in with her Great Aunt Charlotte, Mary finds herself lonely and bored, until one day she spies a cat which seems to keep changing color every time she sees it. Curiosity gets the better of her and she follows it into nearby woods. Deep in the forest, the cat takes her to a clearing with dead trees and brown grass, where the only sign of life is a cluster of mysterious blue flowers that Mary has never seen before. The gardener of the estate later tells her that the rare species is called Fly-by-Night, and is said to be sought by witches for its incredible magical power.