Writer: Carl Ellsworth
Director: Bruce Seth Green
Regular Cast: Sarah Michelle Gellar (Buffy Summers); Nicholas Brendon (Xander Harris); Alyson Hannigan (Willow Rosenberg); Charisma Carpenter (Cordelia Chase); David Boreanaz (Angel); Anthony Stewart Head (Rupert Giles).
Guest stars: Robin Sachs (Ethan Rayne); Seth Green (Oz); James Marsters (Spike); Juliet Landau (Drusilla); Armin Shimerman (Principal Snyder).
We start off the night before Halloween where our slayer girl is caught in a pumpkin patch slaying out a vampire while being video taped by an unexpected audience - one of Spike's hunchman. This unexpected slayaging makes her later for a date with Angel at the Bronze, who gets her all high strunge when she sees him making conversation with Cordelia. On seeing that, she decides that there is no point for her being there, she heads for the door - just then Angel goes after her before she gets out and tries to clear the air between the two. Buffy feels sorry for herself that she can't even get on time for a date...decides to leave and call it a night.
The next day in school, Buffy, Xander, and Willow is forced by Principal Snyder to volunteer for a Halloween Saftey Program, where one student of Sunnydale is to look after a group of trick-or-treaters for two hours on Halloween. Buffy is not happy with this, especially when Giles told her that on Halloween is a quite night for the undead - and she had plans to catch up on her sleep and relax. In the school Lounge while Xander defends Buffy's honor with a bully named Larry and is about to get the beating for it, but Buffy saves him thus seriously damaging his ego *ouch*. Buffy forgetting about the Xander being a 'guy' and his ego feels bad for what she did. Willow gets her mind off of the subject and finds out about what Buffy is going to be fore halloween. They decide to go and break into Giles office room and while Buffy keeps Giles back to the library entrance, Willow goes and steals ones of the Watcher diaries in order to learn more about Angel. They go and run into the bathroom where they find a pictue of an 18th-Century noblewoman whom Buffy thinks was romantically involved with Angel or his type when he was alive. Cordelia then intrupts the two and finds out that Angel is a vampire.
Later, Buffy and freinds go shopping in a halloween costume shop. Buffy finds the costume she's been looking for - a 18th-Century gown. The Suave shop owner convinces Buffy to buy the costume. Meanwhile, Spike is watching the videotape of Buffy in action trying to figure out how to kill her, while Drusilla has another vision that someone new is in town and that this halloween is different, and that is going to change the traditionally quiet night into chaos. That someone appears to be the shop owner of costume shop, who is ready to conduct some sort of ritual involving lots of candles before the Roman god Janus, saying, "Chaos, I remain, as ever, thy faithful, degenerate son."
While at Buffy's place, Buffy gets herself donned up as an 18th Century noble woman and awaits Willow to don herself in a sexy costume. Buffy almost succeeds in convincing Willow into the costume but chanes her mind and goes back hiding under the ghost costume from the costume shop. Xander who is dressed up as a soldier - also from the same costume shop greets the two ladies at Buffy's place and escorts them to the school where they are to pick up their group of kids. After getting their own group of kids they all go off trick-or-treating....
But then back at the costume shop, the spell starts taking effect and everyone in the neighborhood who borrowed costumes from his transforms into their costumes. Willow collapses, then gets up finding herself as a real ghost; Xander's toy gun has become a real M-16 and he doesn't remember Willow. Willow runs to Xander running for help of what is going on, except when he tries to go for her (in attack) he goes throu her. After a little chat in explanation that they two are freinds they get attacked by a vampire and Xander attacks buy firing off his gone at him. They meet up with Buffy and well ....after seeing the ordeal.....she faints.
It looks like that neither Buffy nor Xander remember who they are and it's upto Willow to take charge. She takes them back to Buffy's house, where they find an uncostumed Angel and costumed Cordelia but unchanged. Willow leaves Xander in charge while she goes to the library and get help from Giles. A demon attacks Buffy, but Angel leaps to the rescue, unfortunately that also brings out the vampire out of him visible for Buffy which therefore scares her running out of the back door. While back at the library, Willow gives a fright to Giles when she appears right out of the wall and explains that everyone is changing into whoever they dressed up for halloween. Buffy has lost her slayer abilities and doesn't remember who she is while Cordelia who dressed up as a cat is still Cordelia. They finally find out that all the people who rented and bought their costumes from "Ethan's" changed and people like Cordelia who got their costume from Party Town didn't transform. Angel, Cordelia and Xander get out of Buffy's house and go out and search for her before Spike get's to her, meanwhile Spike overhears Angel about this gets a hold of kid-turned-demons to find her first.
Buffy runs into some trouble with a pirate formerly Larry, but is saved by Xander. While Ethan's turns out to be Ethan Rayne, an old acquaintance of Giles who scornfully derides Giles for putting on a goody-goody act as the Watcher. "They don't know where you come from, do they?" he states. A dangerouse person unleashes out of Giles, he is no more the all bearing person but fights Ethan into telling him how to stop the madness and break the spell. Back to Buffy - she runs away from Angel and scared of him but Cordeli tells her not to worry, Angel is good and he would never hurt her. Believing him she let's him carry her into the factory. Just then Spikes men catch up to them and just as Spike is ready to sink his teeth into Buffy's neck and the spell is broken by Giles break the Roman statue and Buffy is back as the Slayer. She gets rid of Spike, but he in the end runs away. Willow wakes up where her body was left on a lady's porch then tosses her ghost outfit and walks home in her sexy outfit getting another 'check-out' look from Oz.
Back home Buffy explains what led her decision to dressing up as a noble woman. He tells her not to worry and that he likes her better than the woman during his days. And Ethan has dissapeared from town and left a freindly little message for Giles which reads "Be seeing you".
