The film was meant to be a made-for-TV "Disney Channel Original Movie" but producers felt it could stand as a major theatrical one.
In 1693 Salem, Massachusetts, Thackery Binx (Sean Murray) is awakened and notices that his little sister, Emily (Jodie Rivera), is being lured into the woods by an old woman while his best friend, Elijah shows that the witches in the woods are conjuring. He gives chase, arriving at a cottage as Emily is led inside by one of the women. The cottage is home of the Sanderson sisters: Winifred (Bette Midler), Mary (Kathy Najimy), and Sarah (Sarah Jessica Parker). It is revealed that they are brewing a potion with which to suck the life force out of young children to use as their own. Thackery is too late, however and Emily drinks the potion. After subduing Thackery with her powers, Winifred, along with Mary and Sarah, shares the life force from Emily making them young ("Well, younger"). When Thackery calls Winifred a hag, she decides not to kill him as punishment and to their amusement they transform him into a black cat who must live forever with the guilt of letting Emily die. The townspeople, led by Thackery and Emily's parents, come and capture the sisters to hang them; however Winifred casts a spell that on Halloween night when the moon is full a virgin will summon them back from the dead so they can claim all the lives of the children in Salem.
Three hundred years later, a teenager named Max Dennison (Omri Katz) is angry because of the fact that he had to move to Salem from his hometown of Los Angeles, California. He is also less enthusiastic and skeptical of the story of the Sanderson sisters. One day, he is accosted by two numskull dimwitted high school bullies Jay and Ernie "Ice" who steal his shoes when he doesn't have cash or bud. His younger sister, Dani (Thora Birch), on the other hand, is completely enthralled with the holiday and dresses up as a witch for Halloween. He, who objects to taking her trick-or-treating, is suddenly forced to by their parents as they will be going to the town hall for an adult party and won't be able to take her. After another confrontation with Jay and Ernie, he upsets her and apologizes for his behavior. They arrive at a large mansion that just so happens to be the home of his crush, Allison (Vinessa Shaw); when Dani expresses an interest in the Sanderson sisters, they leave and go to the old Sanderson house, a former museum which was soon abandoned due to "spooky things" happening there. While there, Max finds the Black Flame Candle, which is rumored to raise the spirits of the dead on Halloween night if lit by a virgin. Still disbelieving all the "hocus pocus" he lights it and the house suddenly comes to life; candles light in place of the glass bulbs, the floorboards glow green and shake, the cauldron lights and it culminates in the sisters reentering their front door for the first time in three centuries. Mary quickly finds Dani with her power to sniff out children, but Max interrupts before they can partake on a long overdue dinner. He tricks them into thinking he is a wizard using a lighter to summon the "Burning Rain of Death" (the fire alarm system) in the house. Before he can leave, however, Thackery, who can now talk as a cat (Jason Marsden) makes Max grab the spellbook so they can't create their life stealing potion. They soon give chase and Thackery leads them to a graveyard, telling them stories of the sisters. Allison deduces who he is. As the sisters can't set foot on hallowed ground, and air assaults are useless to the quickly moving children, Winifred summons her old lover, Billy Butcherson (Doug Jones), a ghoul whose mouth was sewn shut with a dull needle so he can't divulge her secrets, to chase them. They escape through the sewers and Max knocks Billy's head off.
The sisters encounter a bus and Sarah is driving it when Thackery emerges from the sewers. Max and the others witness his death and resurrection due to the curse that he can't die. Meanwhile, unable to track Max and the others, the sisters encounter costumed children furthering their confusion of Halloween night. After an encounter with a man dressed as Satan and mistaking him for their true master who is wed to Medusa (a woman with snake-like curlers in her hair), Winifred realizes the truth of Halloween, while their broomsticks are stolen by children dressed as them. Max and the others try to tell the police, but find a man costumed as a police officer instead. They go to warn their parents, but the sisters arrive and in a big song and dance number, discredit their claims and curse the adults to dance until they die. The kids lure them to the high school and into a kiln where they are apparently burned to death. They are resurrected and return home defeated, Winifred is unable to remember the ingredients to the potion and they fall into despair as it was earlier established that the candle only brought them back to life for that night, and unless they can use the potion on children by sunrise, they are dust and cease to exist. As Dani and Thackery rest, Allison and Max, despite the warnings that nothing good can come from the book, open it to find a cure for his immortality. It signals the sisters who use a corn broom, a mop and a Hoover vacuum cleaner to fly to its location. They secretly invade the house and grab it, Thackery, and Dani before violently exploding from the house, but not before Winifred reveals the nature of the spell that brought them back to Allison. Sarah uses her power, a siren song to lure the children of Salem to their house.
Max and Allison give chase and Max manages to trick the sisters again using the headlights of his parents' car to simulate sunrise. In the confusion, he frees Dani and Thackery and they return to the graveyard to hold out against the sisters. They encounter Billy and using a knife to sever the stitches on his lips, he apparently breaks the control Winifred has over him and joins the kids against them. They hold out well to start with, but Dani exits her protected grave plot when Winifred kicks off Billy's head and she uses this to her advantage, swooping down and taking Dani. Thackery saves her by knocking the last vial of the life stealing potion out of Winifred's hand, which Max catches and drinks to take her place. Winifred drops Dani and picks up Max to drain his life force, but Allison, Dani, and Billy cause a distraction using Sarah and Mary which gives Max the opportunity to knock both himself and Winifred to the ground as the other two fly up into the sky out of control. Winifred recovers and tries to steal Max's life force, but because she is standing on hallowed ground, she turns to stone. As the sun comes up, Mary and Sarah bid their goodbyes dramatically before exploding, followed shortly after by Winifred's statue doing so. They bid farewell to Billy, who returns to his grave, and Dani finds Thackery, who had died after being thrown against the rock. The sisters are dead, the spell was broken, and his soul was finally freed to move on. They meet Thackery's ghost and he bids farewell to Allison and Max, before kissing Dani on the cheek and leaving with Emily. As they walk out of sight, he is apologizing to her for taking so long to find her, and they disappear into the afterlife together and everyone in Salem lives happily ever after and the kids too.
Meanwhile, Jay and Ice, who had been abducted and caged by the sisters, are singing "Row, Row, Row Your Boat" in their boredom. The eye of the book below them opens up and looks around, hinting that perhaps the sisters aren't completely gone after all. Shown as the closing credits roll, the adults and Max and Dani's parents are shown emerging from the town hall, covered in sweat and complimenting on how Salem knows how to throw a party, unaware they were uncontrollably dancing the night away.
- Omri Katz as Max Dennison, the main protagonist. A teenager upset at having to move to the small town of Salem from Los Angeles. He is initially cynical towards Halloween, but is persuaded by his sister, Dani, to go out. He has a crush on Allison and strives to impress her. He inadvertently releases the Sanderson sisters from beyond the grave. Although he bickers with Dani, they still clearly love each other, as he willingly drank the potion Winnie planned on feeding her, thereby sacrificing himself for his sister. His character is shamed throughout the movie for being a virgin, which caused the witches to resurrect.
- Thora Birch as Dani Dennison, Max's 8-year old sister. She is around the same age as Emily was, which is the reason why Binx bonds closely with her. She is somewhat volatile, such as screaming when Max refuses to take her trick-or-treating, but she is very brave and is very upset when Binx dies, although cheers up when his ghost comforts her. She argues with Max, but they evidently care about each other.
- Vinessa Shaw as Allison, Max's love interest and native Salem resident. Her family owns pieces of the town's history giving her an in-depth knowledge of the Sanderson Sisters and their past.
- Sean Murray as Thackery Binx, a teenager from 1693 who has a sister, Emily, whom he follows into the woods and fails to prevent her death at the hands of the Sanderson sisters sucking her life force from her. He is since then cursed as an immortal cat, feeling uncontrollable guilt over her death he guides Max, Dani and Allison in fighting back against the sisters. He is particularly close to Dani, due to her reminding him of Emily, and warns Max, "Protect Dani, Max. You'll never know how precious she is until you lose her."
- Doug Jones as Billy Butcherson, once Winifred Sanderson's lover, now a zombie, Billy was caught sporting with Sarah and was punished by Winifred. Having been poisoned, in death she sewed his mouth shut with a dull needle.
- Charles Rocket as Dave Dennison, Max and Dani's father.
- Stephanie Faracy as Jenny Dennison, Max and Dani's mother.
- Jodie Rivera as Emily Binx, Thackery's sister. She was lured in by Sarah Sanderson and had her life force sucked out by the sisters while he watched.
- Larry Bagby as Ernie/"Ice", the leader of a group of high school bullies known for the fact he has "ICE" shaved into the back of his short brown hair.
- Tobias Jelinek as Jay, a blond haired punk and another school bully.
- Steve Voboril as Elijah, a boy from a farm in 1693.
- Norbert Weisser as Mr. Binx, the father of Emily and Thackery.
- Kathleen Freeman as Miss Olin, Max's and Allison's teacher.
- Jason Marsden as the cat version of Thackery Binx who is the guide of the children.
- Garry Marshall as "The Devil", a man wearing a devil costume whom the Sanderson sisters assume to be their "master" (referring to Satan). Flattered by this, he wholeheartedly welcomes them into his home.
- Penny Marshall (Garry's sister), plays "The Devil's" wife. They assume she's Medusa, because of her curlers, which look like snakes
- Bette Midler as Winifred Sanderson, the leader of the Sanderson sisters and the main antagonist. She is the eldest and is highly sensitive to people calling her ugly and has a very short temper. Generally the most intelligent of the three sisters, however she is prone to being melodramatic. She has the power of electrokinesis.
- Kathy Najimy as Mary Sanderson, the middle sister and second of the secondary antagonists. Often complimenting and comforting Winifred, she constantly seeks her approval. She has the ability to sniff out the presence of children and has a tendency to bark in a Curly Howard-like fashion. She is the most observant of the three
- Sarah Jessica Parker as Sarah Sanderson, the youngest sister and one of the secondary antagonists. She uses a siren-like ability to lure children to the Sanderson home. She sings a song called "Come Little Children" to lure the children to there so she can suck their lives to become younger. She is not particularly intelligent and she is often prancing around and goofing off. She is the most beautiful of the three which makes her have the tendency to attract boys and flirt with them.
- The song "Almost Unreal" by Roxette was originally written to be part of this movie (hence "hocus pocus" in the lyrics). But, for some reason, it was put into the soundtrack for Super Mario Bros. instead.
- This popular family-oriented live action Halloween film had its DVD release three months before Touchstone's Ernest Scared Stupid in 2002.
- Given children would usually be the ones who watched this, they wouldn't understand the requirement for being able to light the candle that revives the Sanderson sisters.