You see that i can kill you at will. I can take your lives, but not your souls. Those must                                          be given to me, by word or deed.

It is Halloween night, and a local cop, Larry is on night watch at Hull House. He inevitably hears a noise coming from inside Hull House and goes in to investigate.  He is greeted by Angela, and Larry tells her that she can't be there due to the murders - however when he asks her to leave she laughs and rips the Police badge from his shirt, allowing it to fly and return to the Officer's chest - killing him instantly....

Meanwhile five teens in a van cruise through town: Orson (Christian Tessier), punk Vince (Kristen Holden-Reid), his girlfriend Lois (Tara Slone), and their friends Nick (Gregory Calpakis) and Reggie (Joel Gordon). They are driving down an empty road when they see two girls from school, Holly (Stephanie Bauder), and Abbie (Patricia Rodriguez) on the side of the road - Holly's car broke down and the girls are stranded. The girls are on their way to the Halloween Dance and the teens offer to give them a ride there - reluctantly they accept. On the way they stop at a convenience store. When Reggie tries to buy beer, the clerk pulls out a shot gun, but Vince steals it and threatens the cashier. Two police officers enter at this time and, by mistake, one of the officers is shot, the other shoots Reggie in the stomach twice. A fight between the officer and Vince breaks out, destroying the store. The teenagers and a wounded Reggie pile into the van, Vince brings the shotgun, and Orson steals the police officer's gun, and they drive away. Fortunately, the officer they shot is wearing a bullet proof vest and is not harmed.

Back at the store, Lieutenant Dewhurst, who is retiring at midnight that night, watches a video recording of what happened. They see that the clerk was the reason the gun went off.

Back in the van, Vince notices that the gas tank is almost empty. Lois tells Vince that Hull House isn't very far away. When they reach the gates, Abbie tells Vince not to cross over the Underground Stream (demons cannot cross over running water). Vince ignores her warning and crosses over it anyway. The seven of them enter Hull House. Abbie tells them they need to leave, not just for Reggie's life, but because she believes the house is possessed. Vince, trying to prove demons don't exist, shoots a hole in the wall. However this vibrates through to the crematorium under the house, the evil spirit that possesses the house rushes upstairs and into the living room. The teenagers experience a horrible smell and a draft of cold air. Vince sees Angela standing on the staircase. She tells them she lives in Hull House and is getting ready for trick-or-treaters. Orson tells Vince that he'll watch the others and Angela while Nick, Lois, and Vince make sure Angela is alone in the house. Vince lets him do so and he, Nick and Lois go upstairs.

Downstairs, Angela puts on some music and does an erotic dance to a song in front of Orson to distract him. Abbie and Holly see this as an opportunity to escape. They pick up Reggie and run out the door. Holly tries hot wiring the van, when she remembers that Nick is still inside the house. In the house, Angela begins to seduce Orson. She sucks the bullets out of the gun through the barrel. She kisses Orson and her long, demon tongue shoots through the back of his head, killing him. Upstairs, Nick sneaks up on Vince and Lois who are making out. He tries to take the shotgun, when he bumps into them. Vince fires the gun at Nick, but misses. Nick rushes into another room.

Outside, Holly hears the shot. She rushes away from the van and is about to go back into the house, when she hears a voice over a police radio. She goes over to another side of the courtyard and finds Larry's car. Abbie, believing Holly went back inside, leaves Reggie in the van. She goes back into the house when Angela confronts her. She tells Abbie she can make her more like Lois, and turns into her true demons form. Rapidly. the demon spreads to the teenagers. First is Orson, who wakes up with his demon mask as his head. The next one is Abbie, who is kissed by Angela. Her cat makeup turns her into a demonic cat. Next is Reggie who, still wounded in the van, gets out when a voice calls his name. Orson gets into the van and runs Reggie over. Last is Lois, who is scratched by Abbie....

Holly meets and runs away from the demonic Police Officer we saw at the beginning of the movie - and as she passes through the gate and over the stream he follows and disintegrates. Instead of running further and not looking back, she returns. She finds Nick, and at that time Detective Dewhurst turns up and handcuffs them both. However he then witnesses numerous demons running amok, and soon attempts to escape with his two prisoners.  As they go to Dewhurst's car, Vince runs outside using Angela as a hostage. Dewhurst tells Vince that the officer he shot is okay. But Angela convinces Vince that Dewhurst is lying. Vince opens fire, but is shot through the eye and killed. Angela returns to her demon form. The other demons (Larry, Orson, Abbie, Reggie, Lois) appear. Dewhurst shoots them but to no avail. Angela offers a deal, for Holly's soul, she'll let Dewhurst and Nick go free (she reminds Holly that Nick saved her life at the convenience store). Holly agrees, and Angela turns Vince into a demon. The other demons make their way inside to Hell.

Just before Holly goes inside, Dewhurst creates a diversion, and uses a magic trick involving Nick's switchblade to stab Angela. Nick gets in the police car and rams Angela against a tree. As dawn breaks, Angela disappears inside the house. As the three make their way to the gate, Dewhurst tells Nick and Holly that they weren't on the security camera at the store and no one will ever know they were there. Angela reappears just as they're about to escape and pulls Dewhurst's heart from his chest. She chases Holly and Nick and just before they cross the underground stream, Angela grabs Holly's arm. Nick ends up pulling Holly and Angela both over the stream and Angela dissolves. Holly leaves a cross made of sticks at the gate and promises she'll be back every Halloween to make sure no one ever goes inside again.

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