A very elaborate and ornate invitation arrives at Shannon's place, it is an exclusive showing of a world class haunted house, so the invitation reads. Shannon asks her old college roommate to go with her since neither has plans for Halloween. The two girls arrive, and they find a run-down building in the warehouse district, and signs proclaiming that this is the haunted house.

When they enter, they are surprised no one is there to welcome them as the door just opens by itself. Moving further into the building they are finally met by someone dressed as rat who leads them to the main 'haunted exhibition'. Inside the exhibition is lame and amateurish and the girls feel they've been duped and make to leave.

Before they can leave they are led down a hallway an into a room, actually a wax museum. The museum has an average offering, but then they spot two wax figures that catch their eyes. One is a very erotic looking witch and the other an equally arousing vampire. Impressed with the two figures the girls decide to explore a bit further, to their horror as they pass the witch and the vampire, they are not wax figures at all and the two spooky figures subdue them with some sort tranquilizing mist and everything goes black.

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