A retired gangster Richard (Bill Oberst Jr.) needs to take on his last duty to steal money from a rival gangster's house.
This rival gangster Melvin (David Rucker III) happens to be a family man in which his wife Louisie (Linnea Quigley) happened to have unleashed a vampiress Masquerade (Veronika Stoykova) in their basement rising from the embers of hell centuries ago.
Everyone has to manage to survive with this creature of the night and try to put her to an end while terrorising trick or treaters.

Many different scenarios are exposed during the beginning of this story. This involves gangsters having some infinished business at a bar having a discussion of their plan. Also kids getting ready for trick or treating. Alot of these moments are nicely set into the storyline while we watch all of this unfold.

What's incredibly disturbing is that we watch on a back alley at the bar with a head gangster Percy getting incredibly demanding and nasty towards a woman and being violent too. Alot of this was powerfully done and put into the story. Another disturbing moment is what he does to this victim. Terrific intensity into what we spot here as I had a feeling that I was in for a good film even if it's a Z grade one.

While a family is getting ready for trick or treaters, the husband Melvin demands his wife Luisie to come down to the attack in order for some help. There he is yelling at her and demanding as to why she is scared to go in the basement. Even though this was supposed to look somewhat dysfunctional is seemed a bit too over the top and a little corny while watching this scene unravel.
However, when this woman is alone something spooky is supposed to happen. Yet it wasn't as scary as it was meant to be. However, this is every child's nightmare on being scared in a deep dark basement so it worked in well for a story such as this one.

Disturing moments occur when goons like what we spot in the beginning such as Richard, Mouse and Melvin crash the home and terrorise this family while Louisie is suffocating to death. Alot of this still looked intense and powerful to watch. Not a pretty sight at all. A good crime scene indeed.

The terror strikes out greatly when this some sort of vampiress whom is called Masquerade springs into action and going in for the kill. Nice special effects for a no budgeter as this one. Involves some good powers as well as the odd gruesome moments. Plus nice demonic sounding voice coming from this creature of the night. Kind of reminds me on a take of a flick such as Night of the Demons.
While kids are trick or treating the family tries to warn a couple kids not to go near Masquerade even though she acts creepy speaking towards them. They think it's all an act. Trust me it doesn't look pretty when a siblings of the two trick or treaters as to what happens here. A nice shocking moment in a horror flick for sure.
The surviving sibling asks this family if he can make a call to tell his parents his sister is dead which is a nice comedic timing during what happens. I got a bit of a chuckle out of this situation.

Alot of nice intense discussions between alot of the people trying to survive the madness while staying inside of the home. Also some really sad moments like Louisie slowly dying in her bed and so fourth.
The boy who witnessed his sister being killed knocks on the door wanting to have some treats. Leaves off a chilling feeling that he's not the same anymore. Certainly a creepy and mysterious moment that was added into the story.
Then more of the terror unfolds when some of these people that were bitten by Masquerade are born again vampires themselves which looked intense to watch as well as them acting dysfinctional too.

A well focused moment on a daughter Caroline spots her mother not the same anymore as they embrace one another. This isn't a wise choice which leaves a sinking feeling that this mother will attack her. Things seemed bizarre at first as they seemed to speaking telekinetic towards one another. Didn't explain as to why this was happening but oh well.

Then as usual in a horror flick the final terrors occur with many struggling situations and intense conversations. All of this looked deadly and powerfully done. Masquerade is still terrorising in which she uses the voice of Louisie is heard while this vampiress is talking. Kinda leaves off a clue as to why she was scared of the basement in the first place.
Alhough this was done at a great pace is seemed to have dragged a bit. Lots of intense violence and terrifying situations throughout all of this though.

The ending seemed okay with a couple of the survivors talking to one of the mafia's as this looked mellow for an ending of a story. However it could've been cut shorter as this too was a bit too long.

Bottom line is that this is a very well done imaginitive story on any child being scared of a dark basement. Also seemed to pay off funhouses at theme parks during the Halloween season since all of this with the sounds and effects occur in them. Low budget indie flick with a solid storyline. Tons of fun touches in the story even if at times there's leaky holes here and there. But hey, that's okay as it's entertaining.

The acting is pretty well performed in which indie horror icon Bill Oberst Jr. (Richard) seemed to do a good job with his seriousness when he is discussing a situation. Has a decent no nonsense attitude. Plus does a good job with his aggressive energy and enthusiasm throughout his performance. To top it off was convincingly emotionless as this looked decent too.

Mary Katherine O'Donnell (Mouse) was sharp in her work as his daughter. Knew on how to act tough as nails and also offering a good seriousness. She seemed to react well to stuff as well as acting intense when she turns into a vampiress. Certainly brought out a great madness while behaving like this.

David Rucker III (Melvin) however was a bit over the top with his obnoxious behavior. He was hard to have been taken seriously whenever he acted dysfunctional or behaving intensely. He wasn't a terrible performer but needed a bit of coaching as to how to make his role a little more serious than he portrayed it.

Linnea Quigley (Louisie) seemed to perform quite decently with her calm behavior as the wife. Did well within her discussions and had some okay timing. Yet when she freaks out when the terror strikes her she was a bit low on her energy. Not too terrible though. Really reacted well within her intensity while suffocating to death.

Veronika Stoykova (Masquerade) seemed to be a total ball of energy as the vampiress from the cellar. Shows off terrific evil expressions along with springing into action. Shows off terrific energy while attacking or biting someone. She did this role with terrific horror style.

Kane Hodder (Percy) had an okay supporting role in this one. Even if it isn't a huge role he was the best in the cast. Does great with his evil and intimidating attitude. Knew on how to get in your face as well as being perfectly violent too. He brought this all to life great time. Can prove to play other roles that the hockey maked killer in the sequels that we remember him performing in.

Head is bloodily shot
Bloody neck bites
Insides are torn out
Eye is stabbed
Tons of violent bloodshed

Neil Lee Griffin does a nice job with his composing in which he offers an old fashioned haunting sounds having a ghostly quiverring sounds that we remember in those funhouses or old fashioned horror flicks. )PPlus has some good odd piano music and other spots in the flick sounding decent. Yes he brought some nice stuff rolling with the storyline.