The Amazing Krudsky uses his carnival tricks to steal the light magic from Princess Fairy Willow. It's up to Scooby-Doo and Shaggy to stop him or everyone will be turned into horrible Halloween monsters. Our heroes board the Grim Reaper Railroad bound for the fantastic world of Halloween Land to retrieve the powerful Goblin Septer from the Goblin King before Krudsky can. Along the way, the Mystery Inc. crew encounters the infamous Headless Horseman, the helpful Jack O'Lantern and a frisky broomstick that takes them on the ride of their afterlife.