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Every night when Ben (voiced by Elizabeth Daily) goes to bed, his crayons come to life and set out to ‘Color City’, travelling in their magical crayon box. When Yellow (Christina Ricci) is accidentally left behind in Ben’s room, she awakens two unfinished drawings: King Scrawl (David Kaye) and his sidekick Nat (Craig Ferguson). They follow Yellow to Color City and claim the enchanted Rainbow Waterfall and all of its colour for themselves. It is up to Yellow and her pals to save the day before Color City disappears for good.