A group of inner-city kids decide to revisit the badlands outside of their hometown where they used to play when they were young, picking Halloween as their date to do so. Once they arrive, the old friends find something they don't remember; a large, multi-story house. They investigate and meet a creepy man, who offers to pay them 100 dollars each if they can reach the 13th (which is the top) floor of the building. The catch, however, is that no one has ever reached the 13th floor, and those who have gone in have never returned.