Amusement
During the opening credits, pictures of three girls when they were children, as adolescent, and as young adult are shown. The girls are Tabitha "Tabby" Wright, Lisa Swan, and Shelby Leds. These girls have great potential — "to succeed, be famous and shine" respectively — according to their senior class yearbooks. It also shows a young unnamed boy who is very psychologically disturbed as it clearly states in his psychiatric report, and that he is extremely dangerous and currently detained.
=== Shelby ===
Shelby and her boyfriend Rob are on the highway headed to Cincinnati, Ohio. On the way there, they join a convoy of vehicles, consisting of a semitruck and a Jeep. The convoy decides to pull over for gas. Rob then meets the drivers of the two vehicles. The driver of the semi tells them that the highway ahead has bad traffic and he can show them an alternate route. While in the car, Shelby sees a frightened woman in the window of the semi.
After they are on the road again, Shelby sees the same girl. A piece of paper flies from the semi, hitting their windshield. It says, "Help Me". Moments later, the girl jumps from the semi and lands on their car. The semi continues to drive as Rob, Shelby and the driver of the Jeep stop to help the girl.
Rob gets back in his car and chases the semi to get his plates at the demands of Shelby. The driver soon ends up cornering Rob and then taking off back down the hill. When Rob gets back to where the others are, the girls are gone and so is the semi. The driver of the Jeep says that he took them. Both men get in the Jeep and track the semi to an old house. When they arrive, the driver of the Jeep says he wants to try to stop the semi driver first. He moves to the front of the house, concealing himself behind the screen door as the semi driver talks to someone over the phone.
Meanwhile, Rob waits in the Jeep. He hears a noise and finds a CB-radio in the center console. Upon hearing another noise in the back seat, he turns and sees movement under a tarp. He removes the tarp only to find the two women bound and gagged.
The semi driver notices the car and comes outside. The Jeep driver then attacks and kills him by smashing his skull with a sledgehammer. Rob tries to drive away in a panic as the man approaches maniacally laughing. To Rob's horror, the driver of the Jeep holds up the keys outside his window. He then breaks open the window with his sledgehammer and attacks Rob. The fate of everyone in the car is left unknown, as is the explanation for the woman from the semi's plea for help.
=== Tabitha ===
Tabitha is in front of a big house, later revealed as her aunt's. She goes in and finds her two cousins, Max and Danny, completely alone. She asks the boys where the babysitter, named June, is and they say that she had already left. Later that evening, once the boys are in bed, Tabitha hears a knock on the door. Looking through the eyehole, she sees an anonymous figure in a hooded raincoat. She opens the door and inquires as to who he is. The figure tells her that he is the babysitter's boyfriend, Owen. He's very worried as she missed cheerleading practice. Tabitha admits that the babysitter had already left, but that she knows nothing else. Owen leaves.
After that, Tabitha goes into the guest bedroom upstairs and sees that the entire room is decorated with clown toys. One doll in particular scares her, a life-sized one sitting in the rocking chair. Her feeling of unease only intensifies as the television turns on without warning and the remote is in the clown's lap. She goes to bed, but the thunderstorm wakes her up.
Still spooked by the clown, she turns around and faces her head away from it. Unbeknownst to her, the clown's head turns to see her. Later, the phone rings. Tabitha walks to answer, not knowing that the clown had been watching her all along. The caller is her aunt, checking on the children. Tabitha assures that every thing is fine and compliments her on her new house. She does however express anxiety at the clown in her room. When her aunt asks which one, Tabitha says, "The one bigger than me". Behind her, the clown rises and walks towards her.
On the phone, her aunt says that she has no such doll. Tabitha panics and drops the phone, turning around to see the rocking chair empty. Terrified, she slips into the boys room and locks it. Tabitha whispers to wake up and hide, as a very bad man is in the house. The boys say that it is just Owen wanting to play, only increasing her terror.
After the older boy says that Owen just wants to have fun, triple-blade spikes go through the door several times, missing Tabitha by inches. She pulls their dresser against the door and gets the boys out by the window, telling them to go to their neighbor's house and get help. The clown breaks the dresser and reaches out for Tabitha. She throws a lamp at him and climbs out of the window. Only moments later, the clown stands and attempts to stab her hand.
Tabitha falls down and runs to the shed. Opening a closet, she finds the corpse of June, the babysitter. The dead body falls and pins her down. Soon after, the clown enters the room laughing with a knife. His laugh is eerily similar to the Jeep driver's. The scene blacks.
=== Interrogation and flashback ===
Soon after the clown scene ends, the scene cuts to Tabitha in a police interrogation room. She appears disoriented and in shock. An FBI agent questions her about her attacker. In her shock, she doesn't answer any of his questions. He soon leaves.
Tabitha then starts having flashbacks of her and her friends when they were children. The scene cuts to Lisa, Shelby, Tabitha and the boy from the opening credits standing in front of a school. The kids are showing off their shoebox dioramas, each with a peephole. Each girl's art is artistically different. The little boy with them wants to see all of their boxes and refuses to show them his until then.
Tabitha's is a circus, Shelby's is a farm, and Lisa's is a sleepover with three dolls. The boy calls each one boring and as he looks at each one, calls it worse than the last. The young Tabitha then looks at the boy's art, and recoils in shock and horror. The boy, however, smiles and states, "It's funny, right?" To which she replies, "No...it isn't."
The camera cuts to the school's name, revealed to be Briar Hills Elementary. When it cuts back to the children, all three girls are gone. The little boy smiles and looks into his box. Inside is a chained-up rat with its skin pulled back to reveal its organs. It becomes obvious that the boy is disturbed.
=== Lisa ===
Lisa is with her boyfriend Dan looking for her roommate, Cat, who had disappeared the night before. They go to an old hotel that Cat said she will be at. Lisa tries to get in but fails. She then goes to Dan and asks if he can make up something to get in. Dan knocks on the door and, when the male occupant responds, claims to be a health inspector. He then goes in the place and finds a music player. The man says that there is a surprise in the end, which is a knife flying out of the speakers, stabbing him in the eye.
After dark and many unanswered calls, Lisa impatiently sneaks in the house and goes in a room with beds. She meets a man, apparently deaf, who appears to help her. She finds dead bodies confined in the beds, and her friend Cat, who is still alive. While trying to free Cat, the deaf man turns out to be the killer and subdues her.
=== The Briar Hills Connection: The Final Confrontation ===
Back at the police station, Tabitha is being grilled by a therapist who asks her about her friend Shelby. Tabitha says that they were all good friends at school but have not met in years. Tabitha seemed puzzled and asks how she knows about her hometown of Briar Hills. She tells Tabby about a young boy she had as a patient. Before she walks out of the room, she tells Tabitha that Lisa and Shelby are also here, and to sit tight because she will be back after she finds "a phone that works." The therapist has an uneasy feeling and quickly leaves the room. The door opens and shuts. Tabitha, still puzzled and scared, walks out of the room after opening the unlocked door and soon understands why the therapist left in a hurry. It turns out they are not at the police station after all and at the end of the hallway she sees the therapist lying on the floor. She goes to the body and then sees the officer approaching. Tabitha realizes he's not a cop when he begins his trademark maniac laugh - he is the killer.
The killer chases her around and down the basement. Eventually Tabby is trapped and pinned in between two glass walls. When the lights come on behind, Tabby sees Lisa and then Shelby, both chained up and their skins open. The killer comes in, initially taunting them all but then shows Tabitha that the two girls are virtually unharmed, and that their 'opened-skin' is a trick. Realizing now, he will harm Shelby for real, she pretends to laugh. As he comes to her, Tabitha stabs him in the neck with a scalpel she had hidden in her hand. Eventually she is able to help her friends break free.
They try to make a run together but the killer stabs Lisa when she opens the wrong door. Tabitha and Shelby run away. They begin climbing a ladder with the killer in pursuit. He climbs up behind them and grabs hold of Shelby's ankle. Both fall down to the basement floor. Tabitha continues to climb, saddened by what she saw. Once at ground level, she is caged. Soon an elevator comes on and she realizes the killer is coming up. She hides in what she thinks is a closet. She finds the clown mask, costume, and the dead bodies of other people the killer had murdered for making fun of him when he was a child, each with their initials carved in their skulls. The killer surprises her as he looks through the peep hole and locks her in the room. She realizes she's in the back of a truck. The truck does not make it far from the house (which is the same house from the beginning of the movie). Tabitha takes hold one of the spiked handles and waits. Taking a last look, he laughs while looking through the peep hole again. Tabitha stabs him through the face, killing him and remarking: "Now that was funny."
The truck drives away, with Tabitha talking about how she and her friends had laughed at him when they were kids, thinking that he was a joke. And that after he was sent away, they had forgotten him — but he never forgot them. The film ends with her remarking that even though it's all over, she still cannot get his laugh out of her head. And his laugh is heard, again.
revenge, cruelty, murder, violence, flashback