Written by Carl Ellsworth; directed by Bruce Seth Green

Buffy fights a vampire in a pumpkin patch as another vampire videotapes the fight. Buffy improvises by staking the first vampire with a wooden signpost. At the Bronze, Cordelia sees Angel sitting by himself and goes over to talk to him. He tells her that he’s waiting for Buffy and she says that, since Buffy’s not there, he’s in luck to get to hang out with her. When Buffy enters, she sees Cordelia and Angel laughing together and almost leaves. Angel calls her over and she tells him she had a “rough day at the office.” He pulls straw out of her hair and Cordelia mocks her. Buffy again starts to leave, but Angel tells her that she looks fine. She laments their decision to go on a date, since neither of them is normal enough to think that things would go smoothly, and leaves. Cordelia takes advantage of her absence again and offers Angel coffee.

At school the next day, Snyder is roping students into “volunteering” for a Halloween safety program. Xander and Willow explain to Buffy that students take kids trick-or-treating, and Buffy says that she’ll “stick to vampires.” However, Snyder has a different idea and gets her, Willow, and Xander to sign up. Buffy complains later that she was looking forward to a quiet night - according to Giles, demons lie low on Halloween. Xander heads to a machine to get a soda and is approached by Larry (Larry Bagby, III), who wants to confirm that Xander and Buffy are just friends. He asks if Buffy might go out with him and Xander says that there’s no chance. “I heard some guys say she was fast,” Larry tells him. “I hope you mean ‘like the wind,’” Xander replies defensively. He tries to stand up to Larry, who’s definitely bigger than him, and finds himself at a disadvantage. Buffy rescues Xander and chases Larry off, but doesn’t receive Xander’s gratitude. He tells her that he would rather be pummeled and considered brave than rescued from harm and branded a coward.

Xander leaves and Buffy tells Willow that she thinks she “violated the guy code.” Willow asks about her date with Angel and Buffy tells her that it didn’t actually happen. Willow assures her that Cordelia isn’t any competition, but Buffy can’t be sure. Willow mentions that there’s information about Angel in the Watcher diaries, but Buffy laments that they’re private. Willow points out that Giles keeps them in his personal files in his office. “Most importantly, it would be wrong,” Buffy adds. Of course, they don’t really care. Buffy heads into the library and is about to sneak into Giles’ office when he greets her from the book cage. She signals for Willow, who’s outside, to come in, but Willow refuses. Buffy tries to talk Giles into having more fun as Willow sneaks in. Buffy tries to keep Giles’ attention away from his office as he grows suspicious about her questions about Halloween. Finally, Buffy tells him that Jenny said he was a “babe.” Willow gives Buffy an admonishing look but continues her mission into the office. Giles seems a little proud that Jenny likes him, and as Willow completes her task, Buffy chastises herself for getting involved in something that’s none of her business. As she rushes out, Giles repeats, “A babe? I can live with that.”

In the bathroom, Buffy and Willow look through the Watcher’s diaries, studying pictures of a noble woman and wondering if Angel was interested in women like her. Buffy thinks that it would have been nice to live in the 18th century, but Willow would rather have the right to vote. Cordelia enters and tells Buffy that she comforted Angel after Buffy left the Bronze the night before. She asks why she never sees Angel around, and Willow comments, “Not during the day, anyway.” Cordelia asks if he lives at home and has to wait for access to a car, but Buffy says this his parents have been dead for a couple of centuries. Cordelia is confused and Buffy tells her that Angel is a vampire. Cordelia doesn’t believe her, stating that he must be “the cuddly kind. Like a Care Bear with fangs.” She thinks that Buffy is trying to turn her off to Angel because she’s worried that Angel will choose Cordelia over her. “When it comes to dating, I’m the Slayer,” Cordelia announces.

Buffy, Willow, and Xander shop in Ethan’s Costume Shop, which is doing pretty good business. Willow shows Buffy the ghost costume she’s buying and Buffy tells her she’s missing the point of Halloween - she’s supposed to dress up in a way she normally wouldn’t (which, in Willow’s case, would be “sexy and wild”). Xander tells them that he’s buying a toy gun because he already has fatigues; he calls himself the “two-dollar costume king.” Buffy sees an 18th century dress and is immediately fascinated. The shop’s owner, Ethan Rayne (Robin Sachs), tries to talk her into buying the dress, offering to make her a good deal on the price. In his warehouse, Spike watches the videotape of Buffy’s pumpkin patch fight and calls her resourceful. Drusilla enters and asks him, “Do you love my insides? The parts you can’t see?” “Eyeballs to entrails, my sweet,” he assures her. He tells her that he’s studying Buffy so that he can kill her and ensure that they will have the run of Sunnydale. She tells him that things are shifting and Buffy will soon be made weak. (Apparently, Dru sometimes has helpful visions.) She tells him that Buffy will be weak on Halloween because someone new has come into play. That would be Ethan, who is pledging his loyalty to Janus and chaos in the back room of his shop.

Buffy gets dressed in her bedroom, telling Willow that she’s going to meet Angel at home after she’s done with the kids. Willow emerges from the bathroom dressed in what can only be described as hookerwear, but grows comfortable and starts to put on her ghost costume. Buffy tells her that she looks hot, but Willow says that the clothes aren’t her. Buffy reminds her that that’s the point: “Halloween is the night that not you is you, but not you. Y’know?” Xander arrives in soldier gear and tells Buffy that she looks great, calling her “Lady of Buffdom, Duchess of Buffonia.” Willow comes downstairs wearing the ghost costume over her hookerwear and Xander compliments her “boo.” At school, Snyder warns Buffy not to talk to her group of kids. Larry, who’s dressed as a pirate, mocks Xander about being rescued by Buffy. Cordelia, dressed as a cat, asks Oz if his band is playing that night and if Devon will be there. She tells him to tell Devon that she doesn’t care about him anymore and didn’t even talk to Oz, which confuses him as to what he’s supposed to tell Devon. Which turns out to be nothing. Oz wonders why he can’t meet a nice girl like Cordelia (no, seriously), just before running into a sheet-clad Willow.

Xander advises his kids on the best ways to get extra candy before taking them out. Later, Buffy learns that a woman gave her kids toothbrushes and announces that “she must be stopped.” As the kids trick-or-treat, Ethan speaks to Janus in Latin, inviting chaos. Willow takes her kids to a house where the woman seems to have run out of candy. “Showtime!” Ethan says as one of Willow’s kids, who’s dressed as a monster, turns into a real monster and attacks the woman. The other kids run away and the monster starts fighting with another kid-turned-monster as Willow begins to feel weak. She says that she can’t breathe and collapses on the porch. In the street, Xander’s toy gun turns into a real gun and he starts looking for something to shoot. Willow steps out of her body, now wearing the hookerwear and not the sheet, and realizes that she’s turned into a real ghost. She hears gunshots and heads towards Xander, who doesn’t recognize her. They’re both shocked when he can walk through her. She tells him that they seem to have turned into their costumes. Xander prepares to shoot a kid-turned-monster, but Willow stops him, telling him that it’s really a human. She says that they need to find Buffy, who she spots nearby. Upon seeing the monsters, the ghost, and the soldier, Buffy faints.

Buffy regains consciousness and is confused as to why Willow keeps calling her Buffy. She believes that she’s in 1775, and neither she nor Xander knows what a Slayer is. Xander knocks out a monster that freaks Buffy out, and the three decide to get inside. Buffy screams at the sight of another demon, but it’s actually just a car. “What does it want?” Buffy asks. The three head to her house, where Buffy sees a picture of herself. She tells Willow that it can’t be her and says that she wants to go home. She’s not happy to hear that she actually is home. “She couldn’t have dressed up like Xena?” Willow asks Xander. He hears Cordelia screaming outside and pulls her into the house. Willow tells her that she’s Cordelia, she’s not a cat, and she’s in high school, but Cordelia still has all of her memories and doesn’t think she’s a cat. She asks if Willow thinks that Partytown is going to give her her deposit back after the events of the night. Willow decides to go get help and tells the others to stay put. She discovers that she has the nifty ability to walk through walls. Out on the street, Spike surveys the chaos and says, “Well! This is just…neat!”

Buffy says that they should find somewhere else to hide, but Xander replies that Willow told them to stay put, so they will. Buffy asks why he would take orders from a woman. Xander finds a photo of himself with Buffy and Willow and realizes that Willow must have been right about them knowing each other. He says that, sooner or later, Buffy will have to fight, but she refuses. Angel arrives and is relieved to see that they’re all right. “Who are you?” Buffy and Xander ask. Willow walks through a wall in the library, startling Giles into fumbling cards from the card catalog. Cordelia comes back downstairs and gives Angel a brief description of what’s going on. Xander tells Angel to take Buffy and secure the kitchen while Cordelia goes with him. Buffy would prefer “the man with the musket” and asks Angel if he has a musket. In the kitchen, Angel sees that the back door is open. A vampire comes up from the basement and Angel fights him, telling Buffy to grab him a stake. She has no clue what he means and grabs a knife. Upon seeing Angel vamped out, Buffy screams and runs out of the house.

Back in the library, Willow laments that she can’t research because she’s unable to turn the pages of her book. She explains everything to Giles, who wonders who she’s supposed to be (“the ghost of what, exactly?”). Willow tries to convince him that Cordelia’s costume was worse. He asks if she turned into a real cat, and Willow says that she didn’t, then remembers that she got her costume at a different place. She tells Giles that she, Buffy, and Xander got their costumes at a new place called Ethan’s. Xander, Cordelia, and Angel look for Buffy on the streets of Sunnydale, worrying that she won’t be able to fend for herself. Spike overhears them talking and tells some kids-turned-monsters that the Slayer is helpless and, if they find her first, all theirs.

Buffy runs into Larry in an alley and he chases after her. Giles and Willow go to Ethan’s, where Giles finds the statue of Janus. Ethan appears and Giles tells Willow to leave. “Hello, Ethan,” Giles greets him. “Hello, Ripper,” Ethan replies. Larry grabs Buffy, who is soon rescued by Xander. He attacks Larry as Angel and Cordelia arrive, and Cordelia is confused to see Buffy cowering away from Angel. Cordelia explains that Angel is a good vampire and wouldn’t hurt her. Xander knocks out Larry and tells Angel that beating him up gave him a “weird sense of closure.” Willow catches up to them and tells them that they need to get inside. They see Spike and his minions approaching and head off. Giles tells Ethan that he’s surprised he didn’t suspect him to be behind everything earlier. Ethan accuses Giles of putting on an act, saying that he knows who Giles really is and what he’s capable of. “They have no idea where you come from,” he says. Giles orders him to break the spell and leave town, but Ethan wants to know what’s in it for him. Giles responds with his fist.

Angel leads the others into a warehouse, and they all head into a grate, followed by Spike and his minions. Giles continues to pound on Ethan, who still refuses to tell Giles how to reverse the spell. Spike’s minions hold Xander and Angel back while Spike advances on Buffy, pleased that she can’t fight back. While he leans in to bite her, Ethan finally tells Giles to break the statue of Janus to reverse the spell. As the statue smashes, Xander looks down to see that his gun has turned back into a toy. The monsters all turn back into kids and Buffy says to Spike, “Hi, honey. I’m home.” She starts to fight him. At the shop, Giles turns around to see that Ethan has run off. Spike leaves the warehouse as Buffy and Xander welcome each other back. Xander tells Cordelia that he remembers what happened (that’ll be important a lot in the future) and that it was like being trapped and being unable to get out. Buffy and Angel head off together, and Xander tells Cordelia that neither of them will be able to come between the two lovebirds. Xander looks around and realizes that Willow isn’t there. Back on the porch where she collapsed, Willow wakes up and pulls off her ghost sheet. Seeing her clothes again, she starts to put it back on, then changes her mind. As she crosses the street, Oz stops at an intersection and sees her. “Who is that girl?” he asks himself.

Buffy and Angel hang out in her bedroom and he asks why she thought he would like her more if she dressed as a noble woman. He says that he hated the girls from that time period - they were dull, and he always wanted to meet someone more exciting and interesting. This leads to some kissage. Giles returns to Ethan’s shop to find it empty, except for a note, which reads, “Be seeing you….” (See “The Dark Age” for the continuation.)

MORAL, or CRAMMING COMPLEX ISSUES INTO A NUTSHELL: Next Halloween, dress up as Superman.

GRADE: B+ Very clever, and the actors make the necessary adjustments very well.


MEMORABLE QUOTES - Snyder: “Halloween must be a big night for you. Tossing eggs, keying cars, bobbing for apples, one pathetic cry for help after another. Well, not this year, missy.”
Buffy: “Gosh, I’d love to sign up, but I recently developed carpal tunnel syndrome, and can tragically no longer hold a flashlight.”

Willow: “C’mon! She’s not that pretty. I mean, look at her. She’s got a funny…uh, waist. Look how tiny that is.”
Buffy: “Thank you. Now I feel better.”

“Hey, Cordelia. Jeez, you’re like a great big cat.” - Oz, upon seeing Cordelia’s costume

Cordelia: “Is Mr. I’m-the-lead-singer-I’m-so-great-I-don’t-have-to-show-up-for-my-date-or-even-call gonna be there?”
Oz: “Yeah, y’know, he’s just going by ‘Devon’ now.”

Buffy: “Buffy?”
Willow: (to Xander) “She’s not Buffy.”
Xander: “Who’s Buffy?”
Willow: “Oh, this is fun.”

“I was brought up a proper lady. I-I wasn’t meant to understand things. I’m just meant to look pretty, and then someone nice will marry me. Possibly a Baron.” - Buffy

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