Shy, quiet Carly Beth is an easy target for everyone's teasing and practical jokes. But this Halloween she's found a wonderfully spooky mask that has her tormentors scared and running. Carly Beth refuses to take her new mask off, even though it causes strange things to happen to her and other people. One day the magic of the mask turns on Carly Beth. She's horrified to discover that she and the mask have become one.

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 elips 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!

After last year's terrifying Halloween, Carly Beth buried her old haunted mask. No 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!