After being kicked off the bus for smoking pot in the bathroom, Michael finds himself stuck in the middle of nowhere with nothing to do but kill some time. As he wanders around the half-deserted remains of an old mining town he comes across an abandoned amusement park, and four teenagers all dressed up in costume. Too many days on the road and too many puffs on the joint have left Michael clueless to the fact that it is actually Halloween. A fact that the vampire costumed Ricky is only too quick to point out. Then there's Matt, the sports jock clad in cowboy garb, and his prudish girlfriend Beth who is dressed rather uncomfortably in a French maid's outfit. But the one who catches Michael's eye immediately is Amber, dressed ever so sweetly in her Catholic school girl costume. And when the rundown funhouse provides little thrill, it is Amber that seductively entices the others to go and check out a real haunted house; a farmhouse she has heard about out beyond the marshes and long-rumored to be the home of many nefarious happenings. Along the way the kids argue about what exactly went on in that old farmhouse that left it haunted and full of mystery. Each one has their own theory, based of course on their own deep-seeded fears. And when they come upon some magic mushrooms that Michael discovers growing in some cow dung in a farmer's field, their fears and anxieties begin to take center stage. Reality comes into question. Fears turn into suspicion. And madness erupts all around them. Will they succumb to their deep down fears of the physical world or will their reverence of nature's beauty guide them through and safely see them reach the morning?

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