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Mr. Grumpy is very grumpy because Mr. Happy is arranging a magnificent party for all the other Mr. Men and Little Misses. Zenda, a thoroughly modern witch in the pay of Dr. Trotter is out to capture a new species for Dr. Trotter's Travelling Zoo. Mr. Happy is caught and trapped. The Mr. Men, the Little Misses, Farmer Fields and of course, Walter the Worm all plan his rescue. They succeed, Zenda repents her misdeeds and all ends in the most wonderful party ever.