1. Unlike the film, the novel begins without the entire Harry Grimbridge prologue. It opens with Dr. Challis asleep and exhausted at the hospital. He is then woken up by the Silver Shamrock jingle, and Nurse Agnes sends him home. Then Challis, forgetting it was his night to be with his kids, stops at a convenience store and buys two cheap masks for his children (that part actually appears in the film later).

2. References made to the original 'Halloween' include Challis finding a 'Rabbit In Red' matchbook inside a phone booth, and clips from the film described in the background featuring Laurie, Lynda and Annie, whom Challis said reminded him of his wife. (In reality, Nancy Loomis played both Annie Brackett and Linda Challis, so it was kind of an inside joke).

3. References made to 'Halloween II' include Robert Mundy returning as the reporter and a security guard at the hospital named Mr. Garrett. In addition, the suited assassin used a yellow Bic lighter to blow himself up in the car, a nod to the lighter used by Dr. Loomis to ignite Michael in Part 2.

4. Off and on throughout the entire novel, Challis was paranoid that he was being watched (and in fact, he was). This never surfaced in the film, however.

5. Harry Grimbridge is brought to the hospital out of the blue by Mr. Jones, the gas station attendant, who explains what happened to Dr. Challis. There was no mention of Grimbridge's encounter with the suited assassins, though.

6. There was actually a scene where Challis attends Harry Grimbridge's funeral. In the film, this was only mentioned, not shown.

7. When Challis and Ellie arrive in Santa Mira, their car is nearly t-boned by two Silver Shamrock semi-trucks, giving the impression they were driven by the robots as well.

8. There were numerous references to 'The Fog' in the novel, including St. Patrick's Church, Father Tom Malone, and the radio host, Stevie Wayne. Santa Mira was also referred to as a beach town near the ocean. It sounded like the author was describing the exact same town featured in that film.

9. When Challis and Ellie go to check in at Rafferty's, he asks Ellie for their baggage. Instead of taking him right to the trunk, she tries to slow him down by telling him the trunk was stuck. He goes over, and of course, it opens right away for him. From there, it was the scene shown on film, where there wasn't much baggage.

10. Buddy Kupfer and his family show up and stay at the hotel, next door to Challis and Ellie.

11. As Marge Guttman arrives, she talks to Challis, not Ellie. They have a good chat about Cochran, and he tells her his name is Dan Smith. She then points him to the nearest liquor store and asks him to get batteries for her, because she is going to tinker around with her broken Silver Shamrock mask. It was a bit of foreshadowing to what would end up happening to Marge, and in addition to that, Challis saw the Silver Shamrock emblem for the first time.

12. After Challis shares his drink with Starker (the bum), he follows him home for a brief time just to see how tough life is for a native of Santa Mira. He then spots two men in suits nearby, and decides to call it a night. It isn't until later we discover Starker was beheaded. His actual death was not described in real-time in the book.

13. After Marge has her accident, Challis and Ellie run next door and find her body. However, Marge was still breathing, and Cochran and his cronies show up and take her away. It was there that Challis again saw the Silver Shamrock emblem on the floor, and this time he kept it and put it in his pocket. Still not satisfied, Challis looks inside the back of the van, and after seeing them put gauze over Marge's face, he spots the headless body of Starker, the bum. Ellie struggles to hold him back, but he decides it was in their best interest to do so.

14. The next day, the tour of the factory commences, and Buddy Kupfer and his family were presented with an actual plaque for selling the most Silver Shamrock masks in the country, along with a celebratory cake and $5,000 cash.

15. All the workers inside the factory wore green smocks, not white as featured in the film.

16. The entire tour, Little Buddy ran around the factory wearing his pumpkin Silver Shamrock mask, including when they stepped outside.

17. Several other variances of the Silver Shamrock jingle were referenced, including 'One More Day To Halloween...Keep Your Eyes On The TV Screen', 'No More Days To Halloween', and 'It's Almost Time For Halloween'.

18. The phone call Challis made home to Linda actually occurred much earlier in the novel, and it didn't happen inside the factory. He called her from a pay phone as the suited assassins were in pursuit of him.

19. When Challis finds the old woman that's motorized, she wasn't knitting. Instead, she was playing solitaire and repeatedly dealing cards.

20. When Challis punches a hole into the suited assassin, white liquid silicone comes out, not the yellow goo shown in the film.

21. When Cochran takes Challis down in his private elevator, a robotic female voice actually says, "Going Down!" as they proceed.

22. Before they enter the factory, Cochran informs Challis that it is a dust free area, and no smoking is allowed. He also makes him take his shoes off and wear a white jumpsuit over his clothes.

23. The Kupfer's death scene was much more graphic in the novel. The pumpkin mask actually melted to his face and his eye balls turned into red orbs. Betty Kupfer was killed when a large black spider (that emerged from Little Buddy) jumper on her and repeatedly stung her to death. Buddy Sr. was killed by a large snake, and as he died, he screamed into the surveillance camera, "Damn you, Cochran! Liar! Murderer! Damn you to Hell! Damn you..."

24. When Cochran gives Challis his history lesson about Halloween, it is done so on the factory floor, not in the private room. The rest of the robots in there all gathered around as if interested in what he had to say, then Cochran put the mask on Challis there on the floor and told his suited assassins to take him away.

25. Ellie's death was much different in the book. Unlike in the film, after she is turned into a robot, her brain was implanted with something that made her think she was a 6-year-old girl and that Cochran was her "daddy". In fact, she referred to him as daddy several times toward the end of the book.

26. When Challis is locked up, he discovers Marge's Silver Shamrock emblem in his pocket and throws it away in disgust. To his surprise, it hits the TV and blows up. Using a shard from the broken TV screen, he was able to free himself and disappear into the vent.

27. During the scene where the city round-ups are shown across the country, a modified Silver Shamrock jingle plays to the tune of "No More Days To Halloween...Halloween...Halloween...No More Days To Halloween...Silver Shamrock!"

28. After being rescued by Challis, it was Ellie who tossed the first emblem from the balcony of the factory. Realizing what was about to happen, Cochran tried to get her to jump and commit suicide. However, by that time, Challis was on to him, and dumped the rest of the emblems, leading to what we saw theatrically. The whole time Ellie helped toss the emblems over, she thought she was freeing a bird. She mumbled "tweet...tweet...tweet" several times throughout that sequence.

29. During the concluding scene of the novel, Challis hitchhikes back toward town and ends up at the same gas station Grimbridge was at (even though we don't know that in the novel until Mr. Jones appears). As the kids prepare for the big giveaway, the same jingle plays, this time saying, "It's Almost Time For Halloween!"

30. When Challis can't get through to the last station (identified as ABC in the book), he tries to call home but can't get through, leading to his iconic ending where he yells, "STOP IT!"

Know any differences that I don't have here? E-mail them to us at: and you will get credit for them.

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