Written by Carl Ellsworth ~ Directed by Bruce Seth Green
Buffy and Angel finally go on a date, and Buffy is late due to slayage at Pop's Pumpkin Patch. As Buffy fights, a vampire is filming it for Spike. While Angel was waiting at the Bronze, Cordelia shows up. When Buffy shows up at the Bronze, Cordelia makes her feel terrible, and she leaves. Cordelia continues to hit on Angel the entire night unknowing his true vampire identity. Then at school the next day, Buffy and gang get roped into a trick or treat deal. Buffy is disappointed because Halloween is the only slow night for vampires.
That day, Xander is trying to get a drink when he encounters, Larry the hormone driven jerk of the school. He asks Xander if he's 'more than friends' with Buffy and if she'd ever go out with him. Xander tries to protect Buffy's rep, but Buffy takes that on for herself and smashes Larry into the soda machine. Xander's rep is wounded big time and he blows off Buffy. Buffy and Willow realize the know little about Angel and his past. So they sneak into Giles personal watcher files to find out more on Angel.
Now that the gang has to dress up for Halloween, they head to "Ethan's Costume Shoppe" to get their costumes. Willow gets a ghost costume and Xander buys a toy gun to go with fatigues from home. Buffy and Xander make up and then in the middle of their touching reunion, Buffy spies the most beautiful pink dress from the 18th century. Ethan comes out from the back and makes her a deal on it that she can't possibly refuse. As Spike is watching Buffy, Drusilla comes in and tells Spike that this Halloween she will be weak. Someone new from the outside would intervene. Back at Ethan's Shoppe, Ethan is in the back room chanting to a statue.
At Buffy's house on Halloween night, Buffy is admiring her dress in the mirror while Willow hides in the bathroom. Buffy finally gets her to come out wearing a short black mini-skirt and long sleeve crop shirt. Willow is still very shy and tries to hide it with her ghost costume. The doorbell rings and Buffy rushes downstairs to greet Xander. Willow comes down, however with her ghost costume hiding her skimpy outfit. That night, Ethan's spell takes effect and everyone who bought a costume from his store turns into their costume. Willow becomes a real ghost, Xander a private in the Army, and Buffy an 18th century English noblewoman.
Willow first stops Xander from shooting innocent people and then they find Buffy. She is disoriented and has no clue what is going on. Willow rushes them to Buffy's house where her mom is conveniently not home. Outside, Cordelia screams and Xander rushes out to save her. They find that Cordelia hasn't changed into a cat because she didn't get her costume from Ethan's. Willow goes to Giles for help and Cordelia stays with Xander and Buffy who continues to deny that she is 'Buffy.' While Cordelia is searching the house, Angel shows up and is confused to find that Xander and Buffy don't know him. Angel takes Buffy into the kitchen, where they find the door open. As Angel tries to kill the demon that sneaks into the house, he reveals his vampire self and scares Buffy into running away.
At the library, Willow clues Giles into what's going on and brings to his attention the works of Ethan. They head to Ethan's shop where Giles meets up with an old friend. He orders Willow to leave and Giles uses brute force to get Ethan to stop the spell. Apparently the "Ripper", Giles proves that he can kick butt. However, he has kept it so secretive even from Buffy. Now that Buffy isn't the slayer, Spike goes after her to kill her. Buffy rushes through an alleyway all alone and encounters Larry, who has now become a pirate.
Xander, Cordelia and Angel rush to find while Spike leads a small army of demons to go and kill her. Xander arrives just in time and beats up on Larry. Willow shows up just in time to warn them of Spike who is quickly approaching. Angel takes Buffy and everyone runs off quickly into a warehouse. The demons break in and keep everyone at bay while Spike attacks Buffy. Just as Spike is about to kill Buffy, Giles brakes the spell by destroying a mask. Buffy jumps into action and whales on Spike. He runs away with his tail between his legs.
When Buffy and Angel finally get alone, she reveals that she only dressed like that to impress him. He says that he hated those people back then. All the women were too proper. He wanted someone exciting. So, they finally make-out. The next day, Giles returns to the store where his friend was conjuring his work, and sees nothing but a note that says, "Be seeing you."
