Alice has enough problems in her fifth grade class without having to shepherd around Hannah, the new kid in class. However, after Hannah introduces Alice to some brownstone carvings, which, according to Hannah, are alive, Alice begins to receive visits during the wee hours of the night when the stone figures seem to come alive and walk and talk. Together, Alice, Hannah and the brownstone figures engage in adventures that begin as mischievous but soon turn serious as a building is threatened that holds in its walls one of the group's oldest carvings.