Buffy goes to find supplies in the basement, where she meets Spike. He came to find burgweed for his blood to make it hot and spicy. Spike asks Buffy if she feels like patrolling, and she says no. Buffy goes upstairs and helps Giles. An old man is walking down the sidewalk and walks into this house. He goes into the kitchen, and is watching the trick-or-treaters. He says he's got something special for them this year, and pulls out a knife.

The Magic Box is closing, and the gang is resting around the whole shop. Anya is happy about all the money they brought in, and brings up the post Halloween clearance. Willow suggests making a cleaning spell, and Giles hands her a broom. Xander is watching Anya, and decides to announce their engagement. Anya is so excited that she starts throwing money around. Giles is standing by Buffy, and takes off his glasses to clean them. Buffy figures out that he does this so often with the gang so he won't see what they're doing.

The gang throws a pre - marital celebration for the couple. Willow casts a spell that puts decorations up around Buffy's house. Anya thanks Buffy and hugs her. Tara and Giles exchange looks. In the kitchen, Tara is suggesting that Willow should stop using so much magic. Dawn walks into their argument, and apologizes. Willow says they're done, and walks out of the room. Willow and Dawn join Xander and Buffy in the living room, and then Dawn hugs Anya and congratulates her. Dawn starts heading out, and Buffy stops her. Dawn tells her that she is going to stay the night at her friend Janice's house, and begs to go. Buffy lets her.

Dawn is walking down an alley when she hears a noise, and grabs a board. She stumbles onto a couple that is making out, then her friend runs into her. Janice told her mom that she is staying over at Dawn's house. They head to the park where Janice introduces Dawn to Zack, and Justin. This group heads off, and the guys are causing trouble. They run ahead of the girls and Zack jokingly asks Justin if he's in love with Dawn and if he is going to go "all the way" with her. Janice suggests they do something else because she is getting bored. Zack wants to play one more prank.

Giles is having a conversation with Xander about Anya. He thinks that she is wonderful and they will work out great. The teens are in front of Old Man's Cauldenbock's house, and want to smash his pumpkins. Dawn steps up to the challenge and while she is picking up the pumpkin, the old man grabs her. Justin runs to her rescue. The old man invites them inside and the house is filled with toys the old man used to design. He said he was the best until he made one mistake. The old man asks who wants to help daddy get the treats and called Dawn by the name of Sally. Justin goes to help him. Janice wants to go. Zack is playing with a jack in the box toy, and when it pops out it has no head. In the kitchen, the old man is taking out cookies when Justin vamps out and bites him. The girls hear the noise in the kitchen, and Justin comes out telling them to split. They take off, and Zack asks if the girls are just lunchables, or if they should turn them.

At the house, Anya is rambling on about wedding plans. She believes she is the luckiest ex - demon in the world because she found the right person for her. Buffy and Xander walk outside. Xander is thinking this is all a bit much. Buffy heads out to find Spike and patrol. In another part of town, Justin and Dawn are talking. Dawn is trying to impress him by telling him she steals all the time. Janice, Justin, and Dawn are waiting for Zack, while he is attacking someone and steals their wheels.

Buffy is walking through town when she spots an ambulance and a victim that has bite marks from a vampire. At Buffy's house, the phone rings and it's Janice's mom looking for Janice. The girls' plan is discovered. In the living room, Anya, Xander, and Willow are dancing. Tara is sitting on the couch. Giles comes in to turn the radio off and tell everyone that they have to find Dawn. The gang heads out to look for Dawn.

The teens arrive in the woods. Zack and Janice get out, and Janice runs away from him, begging him to find her. Zack vamps out and runs after her. In the car, Justin and Dawn are sitting and talking while listening to the radio. Dawn feels a little uncomfortable, and asks Justin what he expects. They start kissing. At the Bronze, Tara and Willow are looking for Dawn. Willow suggests that she could use a spell that would switch anyone who's not a 15-year-old girl to another dimension just for a second to find her, and Tara stops her. Tara asks her what would Giles say if he knew she was using magic. Willow casts a spell that silences the club. Willow and Tara are arguing. Willow tells Tara she should keep her mouth shut and stop talking to Giles. Tara storms off.

Meanwhile, Dawn starts to touch Justin's face, and opens her eyes to see that he is a vampire. Buffy walks into Spikes mausoleum, and Buffy tells him they have trouble. Spike tells Buffy that Dawn is running about town by herself. Giles is in the cemetery looking for the girls when he hears a scream. He runs to find Zack feeding on Janice and hits Zack away. Giles confronts Zack, they fight, and he throws him into a tree and he turns to dust.

Dawn is running from Justin while he's still all vamped. He is about to bite her when Giles shows up. Justin grabs Dawn by her neck, and then vampires surround Giles. Spike joins the group, and Buffy shows up. Buffy is asking Dawn if she was parking, with a guy she just met, who was a vampire. Dawn is telling Buffy that she was with a vampire too. They are arguing when another vampire asks if they are going to fight now. Dawn runs from Justin. Spike, Buffy, and Giles take the vampires out. Justin catches up with Dawn, and she tells him that she thought he really liked her right before she stakes him.

Back at the house, Anya and Xander depart. Spike heads out too. Willow goes upstairs after Tara, who gives her the brush - off. Giles comes out with an ice bag on his face, and Buffy tells him to talk to Dawn, and to not to be too hard on her. Upstairs, Willow and Tara are still fighting. WIllow casts a forget spell that makes Tara forget the fight right before they go to bed. Tara is not mad anymore.