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