After last year's terrifying Halloween, Carly Beth buried her old haunted mask. Now this year her friend Steve wants to find a mask just as scary, but Carly Beth refuses to tell him where she bought hers. At the last minute though, Steve encounters a stranger wearing Carly Beth's old mask, a mysterious man who leads him to a boarded-up novelty shop. Steve slips in through the back door and steals a creepy mask he finds in the basement. What he doesn't realize is that Carly Beth's old mask is alive -- and using both Steve and the shopkeeper to get her back!