5 suburban college kids decide take a detour on their way to a Halloween party by breaking into the abandoned Fox Theatre. Once inside they search the dilapidated building from top to bottom discovering its mysteries and grandeur. Although some are intrigued by the ambiance of the vaudevillian decor, one girl, Cricket, can't help but feel something is wrong. This fear inspires her friends to make her the victim of a practical joke. A harmless prank, to provoke an extra Halloween scare, but ultimately unlocks something dark from the theater's past. What set out to be a night of fun quickly turns deadly as the kids disappear one by one.