The Spider and the Fly

Illustrated by Tony DiTerlizzi (Simon & Schuster; $16.95; ages 6-9). In a sophisticated homage to the classic Hollywood horror films of the 1920s and '30s, glowing silver and black duotones illuminate Mary Howitt's cautionary 19th century poem. And breathe new life into the tired verse. At first, the delicate, flapper-era fly resists the flattering advances of the dapper spider as he tries to lure her into his mansion within a mansion. But on her second visit, Miss Fly succumbs to his smooth compliments ("Your robes are green and purple - there's a crest upon your head; Your eyes are like the diamond bright ...") and soon is ensnared in his web. The text is framed just as in a silent movie, and the pages are layered with shadows and ghostly images. An afterword by the spider warns children to "take what has transpired within these pages to heart, or you might well find yourself trapped in some schemer's web."

Halloweena

By Miriam Glassman, illustrated by Victoria Roberts (Atheneum; $15.95; ages 4-7). When a smiling baby is left in Hepzibah's cornfield on Halloween night, the witch's cranky veneer cracks. "You're as cute as a baby bat,'' she coos to the gurgling girl as she whisks her in out of the cold. Hepzibah's life is turned upside down. There are no more "wild nights out with the ghouls." Now she is sewing baby clothes, baking Lizard Tongue Teething Biscuits and teaching Halloweena to become a "clever little witch." As Halloweena grows, however, she yearns for the company of human children. Recognizing Halloweena's loneliness, Hepzibah tries to stir up friends for the child, but Halloweena concocts her own sweet spell. The ink and watercolor illustrations are full of delightful touches, from spider web crib curtains to matching mother-and-daughter outfits. This is a Halloween story with a tender heart.

Scranimals

By Jack Prelutsky, illustrated by Peter Sis (HarperCollins; $16.99; ages 6-9). Cross vegetables and flowers with animals and get, oh, potatoads, hippopotamushrooms and porcupineapples. These outlandish creatures reside on Scranimal Island - a lush, exotic land formed from two fertile imaginations. A boy and girl fly to the island on a scooter, catching the wind in their umbrella. As they ride over hills, across fields, into meadows and along the coast, they encounter the amazing inhabitants, from "the detested radishark" that "eats what it wants and ... always wants to eat" to mangorillas dancing "on a verdant, mossy bed." The children are bright spots in the pale green, pink and blue settings. As in the best picture books, the illustrations not only match the inventiveness of the verse but heighten it. Mr. Sis' ink and watercolors are exquisite in their detail and in their deft foreshadowing. This is among the year's best.

- Sara Pearce