Buffy takes out a vampire in a pumpkin patch, but unbeknownst
to her she is being videotaped by another vampire in the shadows.
This "unscheduled slayage" makes her late for a date
at the Bronze with Angel, who she finds making awful nice with
Cordelia. Angel tries to salvage the situation, but Buffy is
feeling sorry for herself and leaves.
At school the next day, Buffy
is forced by Principal Snyder to "volunteer" for a
Halloween safety program, where she is to oversee a group of
trick-or-treating children for two hours on Halloween. She is
less than thrilled, especially since Giles says Halloween is
a quiet night for undead activity and she had plans to stay home
and relax. Xander defends Buffy's honor with a bully named Larry
and is about to receive a beating for it, but Buffy saves him
(thus seriously damaging his male ego). Then Buffy and Willow
conspire to steal the Watcher diaries from Giles' office in order
to learn more about Angel. They are successful, and find in the
diaries a drawing of a beautiful 18th-century noblewoman who
Buffy surmises was Angel's "type" when he was alive.
Later, while Buffy and friends shop for Halloween costumes, the
suave British costume shop owner convinces Buffy to buy a beautiful
18th-century gown for her costume. Meanwhile, Spike is watching
the videotape of Buffy in action, trying to figure out how to
kill her so he and Drusilla can have their run of Sunnydale.
Dru says that something is going to happen Halloween night, because
someone has come to change its traditionally quiet nature. That
someone would appear to be the costume shop owner, who is conducting
a candlelit ritual before a bust of the Roman god Janus, saying,
"Chaos, I remain, as ever, thy faithful, degenerate son."
Buffy tries to convince Willow
to don a sexy, revealing outfit for Halloween, and succeeds,
but only briefly Willow prefers her white sheet ghost
costume. After a brief, literal run-in with Oz, Willow joins
Buffy and Xander in taking the kids out trick-or-treating. But
then the ritual takes effect and all the kids become their costumes.
So do the teens Willow collapses, then finds she's a real
ghost; Xander's toy gun has become a real M-16 and he doesn't
remember Willow; and when they find Buffy and ask her what to
do, Buffy... faints.
It seems
that Buffy, like Xander, doesn't remember who she is, so it's up to Willow to take charge. She
gets them back to Buffy's house, where they also eventually find
an uncostumed Angel and Cordelia, who's costumed but unchanged.
Willow leaves Xander in charge while she goes to the library.
A demon attacks Buffy, but Angel leaps to her defense. Unfortunately,
that also brings out his vampire face, which scares Buffy into
running out the back door. Willow tells Giles that Cordelia got
her costume from Party Town, while everyone else got theirs from
a new place called "Ethan's." That, they surmise, must
be why Cordelia didn't change. Spike, meanwhile, overhears Angel
say that Buffy's out there he leads a troupe of kids-turned-demons
to find her first.
Buffy runs into trouble with
the pirate formerly known as Larry but she is saved by Xander,
who finds an inexplicable sense of closure in pummeling the pirate.
Ethan, it turns out, is 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 insinuates. A dangerous, uncharacteristic calm
comes over Giles and he effortlessly beats Ethan into telling
him how to break the spell. Spike and his demon army have caught
up to Buffy, but just as Spike is about to sink his fangs into
the Slayer, Giles breaks the spell, and Buffy is back. She fends
off Spike, who runs away, then she goes home to make out with
Angel. Willow wakes up where her corporeal body was left; emboldened
by the night's events, she tosses her ghost outfit and walks
home in her sexy outfit, earning another admiring stare from
Oz. And Ethan has disappeared, except for a card Giles finds
in the deserted costume shop the next day, which reads simply,
"Be seeing you."