It is Halloween in the small town of Pitchford Cove located somewhere in New England, and five high school friends, Phil (Lee Montgomery), Mary (Pfeiffer), Mitch (DeLuise), Vinnie (Burton), and Melissa (Belafonte-Harper), plan on making it a night they will never forget. They steal outfits from the town's historic museum and come upon other old artifacts, including an old trunk encasing a paper scroll which contains an ancient curse. When Melissa, latent sorceress, recites the curse at the local cemetery, things take a turn for the worse.