enemy of her dead mother. She sends her ghouls out to kill first the woman's watchdog, and then the woman herself. Rosalie shows up with her creatures one dark night and the terrified woman is trapped in her basement where she is first killed and then devoured by the beasts.

Meanwhile, Alicianne tells Norden of Rosalie's visits to the graveyard. But Norden is a cruel man who enjoys relating tales of suffering and death and is relatively unmoved by Alicianne's story. When Alicianne hears the "cry" of the ghouls Len tells her there are animals in the woods she must beware of. He himself knows nothing about Rosalie's "friends."

When Alicianne tries to forbid Rosalie from going into the cemetery at night, Rosalie says she goes there to meet "friends". The first real glimpse of the ghouls is when Alicianne discovers crude drawings of them made by Rosalie in her room.

One night Rosalie is out walking and discovers the gardener in his shack with her mother's jewels. She learns that at her father's instigation the gardener murdered her mother, and Rosalie herself shoots the man.,

On one particularly stormy night Alicianne follows Rosalie to the cemetery and confronts her. Rosalie explains that she comes there to be with her "friends". She says that her friends do favors for her and they like her because she isn't afraid of them like everyone else is.

It is Halloween and Rosalie is angry at Alicianne's interference in her nocturnal activities. She terrorizes Alicianne with her ability to make objects move without touching them. A jack-in-the-box pops up with no one near it; a jack-o-lantern lights itself and turns to watch Alicianne wherever she moves in a darkened room; a scarecrow comes to life and shuffles into Alicianne's bedroom at night.

Alicianne runs screaming from the house in the middle of the night. Len discovers the gardener's half-eaten body; Alicianne runs back into the house to find that Norden has met a similar fate. Len, realizing that Rosalie has loosed her creatures, runs from the house with Alicianne. Soon they are confronted by the ghouls and forced to seek refuge in an old pumphouse. The ghouls gradually tear into the house, with Len slaughtering many of them before he himself is killed and partially eaten before Alicianne's eyes.

The sudden silence in the pumphouse is broken when Alicianne hears an intruder approaching the door. She takes a bloody axe Len was using and swings it as the person enters. It is Rosalie. Alicianne has killed her last human companion. It is dawn and the ghouls shuffle back into the woods. A bewildered Alicianne wanders aimlessly out into the new day.