A coming-of-age story about the lives of a teenage boy and his friends as they traverse the highs and lows of boyhood in the run-up to Halloween.

Dan McCann
as Kenny

A. Michael Baldwin
as Doug

Jeff Roth
as Sherman

Ralph Richmond
as Big Doug

Reggie Bannister
as Mr. Donovan

Clay Foster
as Mr. Brink

Kenneth V. Jones
as Mr. Soupy

Willy Masterson
as Johnny Hoffman

David Newton
as Pudwell

James E. dePriest
as Dad