Snow white has been having nightmares, Her Caretaker and friend Adolphus hunt's down her old ally Alice in hopes that she can help her with her dreams. She does all that she can but is awakened by a strange visitor. the source of her evil is the crimelord 'The genie' who is in ropes with King Arthur, he sends his first-hand man Peter Pan to get what he needs, a watch that summons the creature of the night. Babay, the Russian boogieman.

After meeting a familiar face, Snow White meets a duo of strangers. Wondering who they are, Snow White is transported into the past to meet a hatter, a robber and a monster.

Snow White brings back Babay from her trip to the past and is left to create a plan to stop him, Adolphus and the other with the help of Arthur lead a charging assault on the Boogeyman.

Babay meets the infamous Goldi Volkov, a Russian prodigy. He is tied up and is forced to see his past. Back after so many years we watch Goldi and his best friend Zami Ivanov awaken the Genie and watch the birth of Babay.

Troubled by his past, Babay goes head to head with Zami, his former self. Not wanting to believe he was a creation, Babay and Zami are both taken to his past, present and future to remember his true self and meets a old friendly salesman who saved his life.

With all the pieces in place, Snow White and her followers are ready to take on the Genie, with the help of Dimitri and Zami in his new found body. It’s up to them to stop the Genie's threat once and for all.