Plot Summary: The insomniac Allison is a bit listless on the first day of classes. Professor Edward Derek, (Psychology 102, "The Psychology of Fear") boasts a new method of teaching, dumping the textbook in the trash and telling them in order to understand fear, one must experience fear. He explains that fear is the ultimate survival mechanism: when one is afraid, one functions at the purest level. It follows that real fear requires belief. Despite his offer, no one leaves, though Allison is tempted. Derek puts a bullet in a chamber of a gun and puts it to the head of a wiseacre in the front row who was particularly glad about the lack of a class text. The gun clicks, causing the wiseacre to urinate in his trousers and hustle out of the room. Apparently having lost it, the professor then points the gun around the room and says, how about the rest of you? He then puts the gun under his chin and the back of his head explodes. The fun's not over as he then sits up, having set the whole thing up with a blank. Obviously it was going to be a fun semester. The soiled pants student athlete later has a confrontation with a heckler, and the jock says that the event has been reported to the Dean. Derek tells the class that changes will be made and that students will be tested on these traditional standards but for those who want more there are also private sessions at his apartment. Allison and the others enter what appears to be an empty apartment. When Derek asks whether they are all there, Allison, appearing to be in a trance, says "no, there's someone else". However, she doesn't suggest they wait. They sit down to tell stories. Switch to a couple celebrating the husband's birthday. He is convinced that they take a midnight drive along the shore. They notice a light on in the old Burgess place. Just then they have a blowout. Two flat tires. Looking back along the road they see tacks have been strewn over it. They head up to the Burgess house, but the husband is reluctant. Five people were murdered there. The story is that hedge clippers were used to chop off heads and hands. Though the wife is amused by the whole thing, the husband is not. Although a light goes off, no one appears to be home. Deciding that the light was on a timer Joanie gets through the window in a slapstick scene. When the husband gets in he hears a muffled sound and Joanie's pearls are all that he finds. He goes into a room and finds an arrangement of hands and skulls on a table with bugs crawling over them. The husband hurries away almost overcome and then Joanie is behind some doors. Seeing a man with yard shears appear behind the door, the husband approaches with a sword. The birthday surprise is cut short. Back at the college, the lights have gone out and the pranked upon jock is hiding in the shadows. Derek goes to Allison and insists that she tell a story. One of the men comes up with a story. Four girls are in line to go to a club, but are underage and don't get in. The girls soon run out of gas and engage in some classically poor decision making, pulling up to an utterly dark gas station. Two of the girls go into the abandoned building to investigate. There they find a big snickering street person. When they say they weren't lost, he infers that they had come looking for him. Jennifer and Amy are pulled at knife point into a back room and one of the girls knocks him on the head. The frightened girls crash into a wall, giving the street person time to jump on the roof of the convertible and begin tearing at it. The street person is disposed of but his dogs soon arrive at the scene and Amy leaps out and is soon pursued by the dogs. The other girls drive away leaving her for dead. Unfortunately, they soon run out of gas and coast to a stop, still able to hear the barking behind them. They lure the dogs into an area covered with gasoline and set it ablaze. The pranked on student enters the house through the basement, axe and rope in hand. Derek insists on Allison's telling a story. Lisa tells a story: Alex works as an answering service woman who has returned from a ski trip with a broken leg. Her partner layed off most of the girls while she was away and she is forced to work alone. Someone is madly trying to get in touch with Soap-opera star Vanessa Birch. The caller is the madman again and hangs up. Small wonder they are going out of business given the primitive '40s style answering system. The madman calls again saying Richard called and has been waiting to see her. As he calls a car drives up across the street from his telephone. He stares at a statuesque brunette. Miss Birch gets the message that Richard called, admitting she has been getting calls at the studio for weeks. She looks out the window but doesn't see the stalker. When Richard calls back, the skier tells him he hasn't spoken with her and he tells her that he knows she's spoken with her. When Alex calls Vanessa, Richard answers. She calls Molly saying she's going to leave. Molly convinces Alex to stay. Apparently Alex hasn't drawn any appropriate inferences from her last discussion with Richard. Then she calls the security guard, Ray. A call comes over the "All Night" line, and it's Ray again, prompting Alex to talk tough about calling the cops. Ray comes on the line and says it was hanging off its hook. When Ray reports that Molly arrived ten minutes ago and should be there, the next minutes are suspenseful. The kids in the story ring are getting cold and Derek goes down to investigate. Finding water on the floor, he relights the furnace. When he turns around he finds Russ who says "it's payback time". Upstairs Allison says, "it's started." Derek is hoisted upside down by Jock Russ. Russ pours lighter fluid in a ring around him. Derek appears not to be scared. Russ begins swaying him back and forth but then the pipe breaks and he is free. Things don't end there as challenges of who was scared and who wasn't lead to swings of the axe, infernos, walking skeletons, chopped off talking heads, and more.