After failing to scare a 15-year-old, the Boogieman decides to visit his old middle-school victim, Grim. Then, Grim remembers how Boogie used to be a bully, and demands an apology from him. Instead, Boogie disappears to the Underworld, taking Billy with him. Mandy and Grim follow Boogie, and to settle their differences Mandy suggest having a scaring contest, in which whoever can scare a kid the most wins. In the end, Boogie's transformation as a werewolf is not enough to scare the kid, but Grim's transformation into a giant, horrific rubber duck is.