As Michael Jackson was a practicing Jehovah's Witness at that time, the first scene includes a disclaimer by Jackson stating that, "Due to my strong personal convictions, I wish to stress that this film in no way endorses a belief in the occult."
In a serene 1950s setting, a teenaged Michael Jackson and his unnamed girlfriend run out of gas in a dark, wooded area. They walk off into the forest, and Michael asks her if she would like to be his girlfriend. She accepts and he gives her a ring. He warns her, however, that he is "not like other guys". A full moon appears, and Michael begins convulsing in agony—transforming into a horrifying werewolf, growling at her to "GO AWAY!" in the process. The girl screams and runs away, but the werewolf catches up, knocking her down and lunging at her with his claws.
The scene then cuts to a movie theater where Winnie the Pooh, Thomas, Twilight Sparkle, Batty Koda, Annoying Orange, their friends, Michael and his date, along with an excitable audience, are actually watching the scene unfold in a fictional Vincent Price movie titled "Thriller". Piglet and Michael's girlfriend leaves the theater as Michael hands his popcorn to another moviegoer, and he and the others catches up to them, and tells them that "It's only a movie". Some debate follows as to whether or not she was scared by the movie: she denies it, but Michael disagrees. They then walk down a foggy road as Michael teases her by singing the verses of "Thriller". They pass a nearby graveyard, in which the undead begin to rise out of their graves as Vincent Price performs his sprechgesang.
The zombies corner the main characters threateningly, and suddenly, Michael becomes a zombie himself. The zombies then break into an elaborate song and dance number, followed by the main chorus of "Thriller" (during which Michael reverts to human form), frightening his date, Pooh, Thomas, Twilight Sparkle, Batty, Annoying Orange and their friends to the point where they runs for cover.
Michael (who has turned back into a zombie) and his fellow corpses chase the others into the corner of a nearby abandoned house. Michael then reaches for the girl's throat as she lets out a bloodcurdling scream, only to awake and realize it was all a dream. Michael then offers to take them home, and she happily accepts. As they walk out of the house, Michael turns to the camera with a sinister grin, revealing his yellow werewolf eyes, as Vincent Price offers one last haunting laugh.
- Thomas the tank engine, Percy, Twilight Sparkle, Applejack, Pinkie Pie, Rainbow Dash, Rarity, Fluttershy,Batty Koda, Annoying Orange, Pear, Apple, Passion Fruit, Midget Apple, Marshmallow and Grape Fruit are gust starring in this film.
- This film takes place after IDuckFilms' Pooh's Adventures of My Little Pony Friendship is Magic and Pooh's Adventures of Annoying Orange in which Pooh Bear and his friends alreay know Twilight Sparkle, Annoying Orange and their friends.