A teenage girl, Carly Beth, wishes for a scarier mask to wear on Halloween and finds one at an old store. What she doesn't realize is that the mask itself is evil and has the power to take control of the wearer.

Steve wants a Halloween mask just as scary as Carly Beth's, however he doesn't realize is that Carly Beth's mask might be after him.

Eddie and Sue find themselves stuck in Terror Tower for the night and must try to find a way to escape.