When Lisa Marie and her step-brother Vernon pop into town to get their dad a birthday present, they discover the Create-a-Ted shop is offering free Halloween bears! Making two grisly bears for themselves and choosing an Elvis bear named Bearvis for Dad, they head home. That night the shopkeeper brings the bears to life for nefarious purposes but Vernon's bear, Grizz, doesn't want to be a slave to humans - he wants to rule the world! Converting the shopkeeper's Stuff-U-Lator into a machine for turning living matter into stuffed bears, he begins to prowl the streets. Can the children and Bearvis save themselves - and the world - from being stuffed?