In 1693, teenager Thackery Binx awakes to the sound of a hooded figure rushing past the window of his home in Salem, Massachusetts. Startled, Thackery realizes his sister Emily has gone missing. Outside, Thackery’s neighbor, Elijah, points to a plume of smoke rising from the nearby forest and warns Thackery that his sister has been lured by witches. Thackery chases after Emily through the woods and arrives at a cottage where he sees an old woman, Sarah, invite his sister inside with a bewitching voice. Thackery sneaks into the cottage to find three old witches, the Sanderson sisters, taking Emily captive. Winifred, known by her sisters as Winnie, leads the others, Mary and Sarah, as they mix a potion used to suck the life force from young children and restore their youth. When the sisters discover Thackery, Winnie casts a lightning bolt from her fingers to incapacitate him. Though the potion from their cauldron has spilled, Winnie, Sarah, and Mary manage to suck the life force from Emily. As Emily slumps over, lifeless, the sisters become more youthful. Thackery calls the witches “hags,” provoking Winnie to punish him with something worse than death. Using her spell book, Winnie transforms Thackery into a black cat who will live eternally with his guilt. Outside the cottage, angry townspeople arrive and drag the sisters out of their house. Before the sisters are hanged publicly, they perform a spell. Winnie announces to onlookers that they will return again, summoned by a virgin on Halloween night. Three hundred years later, teenager Max Dennison has just moved with his family from Los Angeles to Salem. When a high school teacher tells the story of the Sanderson sisters to his class, Max dismisses it, expressing his disbelief in all things related to Halloween. Later, however, Max’s younger sister Dani insists that he take her out to trick or treat, as their parents are committed to a costume ball. Going house to house, Dani and Max happen upon a party hosted by the parents of Allison, Max’s high school crush. Inside, Allison compliments Dani’s witch costume, and the subject of the Sanderson sisters is rekindled. Allison, a believer, explains that the Sandersons’ cottage was converted to a museum that has since been shut down. Upon Max’s suggestion, the three go to the abandoned museum and break in. There, amongst cobwebs and dusty items, Allison tells the story of the black flame candle, which is said to bring the witches back from the dead if lit by a virgin on Halloween night. Max attempts to light the candle, but is stopped by Thackery Binx, the immortal black cat. Determined to impress Allison, he successfully lights the candle and the flame turns black. Electric bulbs explode, floorboards rumble, and a gust of wind blows through the cottage. Dani, Max, and Allison hide as the witches return. Mary uses her power of smell to find Dani, but, before the sisters can feed Dani their potion, Max jumps out and startles them. Winnie incapacitates him with a bolt of lightning, but Max manages to escape. Hoisting himself onto a ledge near the ceiling, Max trips the sprinkler system installed by the museum with his lighter and tells the witches that the water is a “burning rain of death.” As Max and the others run out of the cottage, Binx speaks to him. The talking cat instructs Max to steal the witches’ spell book and head to the graveyard, a hallowed ground where the witches cannot set foot. When the witches arrive at the graveyard, floating on their brooms, Winnie resurrects the body of Billy Butcherson, an old lover whose mouth has been sewn shut. Winnie orders Billy to run after Max, Dani and Allison. As the group runs through the sewer system to escape Billy, the Sanderson Sisters encounter a city bus. The driver believes the sisters are acting in character for Halloween when they behave as if they have never seen a bus and proceeds to flirt with them. Later, as Sarah sits on the driver’s lap and steers the bus, she unknowingly hits and kills Binx. The cat comes back to life in front of Dani, demonstrating his immortality. Max, Allison and Dani seek out the Dennisons at the town’s costume ball. Max tries to warn his father about the witches, but they soon arrive. Winnie sings a song, thereby casting a spell which causes the partygoers to dance until their death. Max, Allison and Dani run away. In an alley, Allison devises a plan to burn the witches alive in the high school’s art kiln. The group lures the witches into the school, and Allison fires the kiln once they are trapped inside. Believing the plan has worked, Allison accompanies Max and Dani to their home in order to rest. The witches, yet undead, regroup at their cottage, where Winnie laments that they will die by sunrise if she cannot brew the same potion they used on Emily to steal more life force. Winnie calls upon her spell book, which is with Max. The book hears Winnie and opens the eyeball on its cover, alerting the witches of its location by sending a beam into the sky. The witches, who have lost their brooms, fly to the Dennisons’ on a large brush, a mop, and a vacuum. There, they kidnap Dani and Binx, and steal back the spell book. Max and Allison arrive at the cottage just before the witches feed their potion to Dani. Turning the headlights of a car on bright outside their window, Max tricks the witches into believing that dawn has come. He rescues Dani and Binx, upsets the cauldron of potion, and escapes before the witches realize they were tricked. Winnie and her sisters fly back to the cemetery, where Winnie orders Billy to help her once again. Billy cuts the stitches on his mouth and speaks, revealing his hate for Winnie, who poisoned him to death. Billy switches sides to help Allison and Max protect Dani. Winnie knocks off Billy’s head, and swoops down to snatch Dani. Binx runs up a tree and pounces on Winnie, who drops the vial of potion she managed to scrape from the upset cauldron. Max catches the potion and drinks it, leaving Winnie no choice but to take him. She lifts Max off the ground and begins sucking his life force, but Max knocks her off the broom. Winnie crawls after Max, but, because she is on hallowed ground, she turns to stone. Dani thanks Max for saving her life. As the sun rises, the statue of Winnie explodes, followed by Mary and Sarah, who burst into dust in mid-air. Binx’s curse is lifted, and the boy’s ghost says goodbye to Dani as he and Emily are reunited in the afterlife. Elsewhere, the costume ball finally lets out after partygoers have danced all night under Winnie’s spell. Though the witches are gone, the spell book, back in their cottage, opens its eye once again.