On Halloween night, 1998, five boys go trick or treating and eat magic candy that transforms them into real-life versions of their costumes…but so does a group of teenagers dressed as zombies.

Tommy (12): a space bounty hunter—gets a real jetpack and laser gun.

Aaron (13): a Shaquille O’Neal fan—grows seven feet tall.

Rich (13): an army Marine—gets a real machine gun.

Brandon (11): a ghost—turns into…a ghost.

Donny (9): a velociraptor—turns into…a tiny lizard.

Tommy, Aaron, and Rich are thrilled with their transformations, but Ghost Brandon wants his body back—and the body of his little brother, Donny. The boys return to the house of the witch who gave them the magic candy, but along the way, Lizard Donny is stolen by a vampire bat—their neighbor who was dressed as Dracula.

The boys must work together, using the powers of their costumes, to get Donny back…avoid being eaten by the teenage zombies and other monsters loose in the neighborhood…and figure out how to undo the witch's spell—all before their 10:00 p.m. curfew…Or else they'll have to face the scariest monsters of all—their parents.