The group decide to try to locate the missing Ashley and Ms. Gibby, but while in the basement Monica is attacked by the clown who chases her and finally stabs her with a spear. Meanwhile, Kate attempts to phone the school but the phone is cut dead before she discovers they have become locked in the opera house. The group begin to panic and soon after find Ashley hung on the stage. Marty falls through a stage door, and Kate and George rush to save him, however he is electrocuted to death. Meanwhile, Taylor and Cheryl reach the roof to escape, but the clown grabs Taylor and throws him off the roof, killing him while Cheryl flees, however she is soon decapitated. Kate and George decide Lorenzo is not the killer, before they are split up. Kate runs to the auditorium and is chased by the clown onto a catwalk where she runs into Mr. Caruthers. Caruthers sends the clown over the catwalk, killing him, but Mr. Caruthers then turns on Kate and knocks her out. Kate awakes tied up in the auditorium with the victims bodies propped up on the seats. It is revealed Mr. Caruthers killed Lorraine because she denied him love, before another clown arrives and attacks him. In the panic, the clown is knocked out, but Kate breaks free and manages to kill Mr. Caruthers. The clown is revealed to be George, who was told by Kate's father, who had been living in the opera house, all about Mr. Caruthers before he had been killed on the catwalk. Kate and George then break free from the opera house. The movie was filmed in Winnipeg, Manitoba, Canada at the Walker Theatre in downtown Winnipeg. In one scene near the end of the film taking place on the rooftop, the Richardson Building and 201 Portage at Portage and Main can be seen. The film was released on VHS on August 31, 1999. The film was released as a double feature alongside "Phantom Racer" on October 5, 2010.