Carly Beth and Sabrina are best friends, but Carly Beth looks much younger and gets picked on by everyone, including her friend. While at lunch, two guys named Chuck and Steve sit with them. Since CB isn't in the mood for rubbery noodles, she accepts Chuck's offer of a sandwich, only to find out he hid a real worm inside. She runs off crying while everyone laughs at her. Steven then convinces her that his pet tarantula escaped and is climbing up her leg. When she goes crazy and starts screaming in the middle of school, he reveals it was all a prank.
She then goes home and discovers that her mom made a realistic mask of her in art class. Though she swears it blinked at her, CB tries to blow it off. Her mom also made her a duck costume, which shes seems breathing and moving right before it attacks her. No worries though. It was just her little brother fooling around.
All Carly Beth really wants is to find a costume so scary that it will send Chuck and Steve running for the hills. She grabs all her money, takes it to the Halloween costume store, and finds out it's closed. The owner takes pity on her and lets her in, but he keeps suggesting gorilla and Star Trek masks that aren't scary at all. When he gets a phone call, she accidentally finds the back storage room and discovers dozens of scary, gruesome, and just plain disgusting realistic masks. The man refuses to let her buy one and acts really weird before taking her money and letting her leave.
She immediately goes home, puts on the mask, and attacks Noah. He gets so scared that he almost wets himself before claiming that he knew it was her all along. Noah also points out that her voice got a lot deeper when she wore the mask. When she tries to take it off, the mask almost refuses to budge before she flips out and finally rips it off.
After giving it some thought, Carly Beth comes up with the perfect plan to scare the guys. She tosses the mask made to look like her on the end of a broomstick and takes off in her creepy mask. After scaring the pants off Sabrina, she manages to scare two poor kids who flip out and have their mother yell at her. She then scares some poor little girl handing out candy with her mom. Carly Beth acts completely different than she normal does and even tries to strangle Sabrina.
Since she really wants to get back at the guys, she basically jumps up behind them and makes them freak out. Though they eventually figure out that it's her, she keeps threatening them with the head on the stick. The head then opens it eyes and whispers for help, which causes them to both drop their bags of candy and take off running. Sabrina finds the whole thing hysterical when they go back to her house to divide up their candy until CB flips out because the mask won't come off.
Sabrina tries to help her and realizes that there isn't a line between the mask and her face. It's like the mask now is her face. After screaming at her friend, CB runs back to the costume shop. The owner lets her in and sadly tells her that it's not a mask but a real face. He was some kind of scientist who made real faces in his lab, but when he left the lab, all his faces became super ugly. According to him, some kids find his hidden room, take a mask, and the mask finds a new home.
He finally tells her that only a symbol of love can remove the mask. Before he can say anymore, the other masks start coming to life and he shouts at CM to run and get out. While running through the streets, she realizes that her mother made the other mask out of love and manages to find it. The other masks suddenly attack, but when puts on the mask her mom made, they all disappear. Carly Beth then takes off both masks and heads home to spend some time with her mom. As they sit down to drink cider, she hears her brother asking how he looks in her mask...
*Her mom supposedly made a mask that looks just like her from paper mache. What the heck kind of paper mache did she use?
*This is clearly a 90s book because the store closes at five every night. I'm pretty sure costume stores are open until at least nine, especially on Halloween night.
*Her super realistic mask costs just $30, which is a heck of a deal if you compare it to the cost of masks today!
*Carly Beth doesn't know what Steve dressed up as and neither do I because we wears a tennis hat with a torn raincoat and puts black soot on his face. I'm guessing some type of a hobo?
*When she comes home at the end, Noah starts screaming and asking what happened to her face, but she realizes he's talking about her actual face and just picking on her, which is such a brother thing to do!