The friends Emmett, Freddy, Marie, Kevin and his reluctant girlfriend Jessie decide to spend the Halloween night in an abandoned hospital. Meanwhile, the younger Allan meets the old friend of his father Arlo Ray Baines and asks him to help to find his vanished sister Meg in the same spot. The two groups meet each other in the mental institution section on the haunted third floor.

A high school outcast who lives in a trailer with his mother finally meets a friend. He wants to ask her if they can go the next step, but then sees her kissing another boy at a party. He runs home only to find his mother having sex with a drunk. He starts yelling, but is countered by the drunk when he suffocates him and makes him look like he hung himself. The scarecrow comes in when the boy's soul is pushed into it. He goes out for revenge.