Halloween is a spooky time for Billy. He doesn't like it very much. On the other hand, Tim loves everything about Halloween... except werewolves. A magical mishap turns Billy into a werewolf, spooking Tim. Tim runs away with the only pumpkin left, which is needed to make the cure for Billy. Paula and the rest have to race against the clock to find Tim and pumpkin, or Billy will be stuck as a werewolf forever.