Buffy fights a vampire in a pumpkin field and stakes him. As she's defeating the enemy, another vampire is watching nearby and video-recording the action.
Angel is waiting at The Bronze for his date with Buffy; she is running late. Cordelia arrives to keep him company as she is waiting for her date. Buffy sees them and flees in embarrassment.
Principal Snyder forces Buffy, Willow and Xander to sign up for the Halloween children patrol.
A jock player, Larry, asks Xander about going out with Buffy. He calls Buffy easy and Xander wants to defend her honor. Buffy steps in and defend her. Xander is emasculated and leaves in embarrassment.
Buffy and Willow sneak into the library to steal the Watcher Diaries. They use the files to learn more about Angel's past. Cordelia doesn't believe them when they say Angel is a vampire.
Buffy, Willow and Xander go shopping at a costume shop. Buffy picks up a Victorian costume, Willow takes a ghost costume, and Xander takes an army guy gun.
Drusilla warns Spike of changes happening with the people of Sunnydale.
Ethan, the owner of the costume shop, conducts a ritual to a demon head statue.
Buffy tries to convince Willow to wear a sexy Halloween costume, but she puts on her ghost costume instead. The group heads to the high school to grab their children for the trick or treating.
Ethan finishes the ritual and everyone in costume (from his store) turns into their monster theme. Willow dies to become a ghost, Xander turns into an army man, and Buffy is an aristocrat. With the exception of Willow, the others have lost their memories.
The Scoobies, along with Cordelia, barricade themselves at Buffy's house. Angel arrives to help but his vampire face scares Buffy off.
Willow goes to see Giles about the costumes. She needs help. The two determine this has something to do with the costumes; they go to the shop. Ethan and Giles are reunited.
Xander, Angel and Cordelia save Buffy in time from a pirate. Spike and his pack of demons are verging on the group; everyone runs to find a hiding spot.
Giles and Ethan have a shared past together. Giles starts hitting Ethan to force him to reverse the spell. Giles smashes the statue head and everyone returns to normal. Ethan vanishes.
Spike and the demons capture the Scoobies. As Spike is about to bite Buffy, she returns to normal and fights him. Spike runs away after losing. Everyone remembers what happened to them in costume.
Oz spots Willow in her bad girl outfit. He's impressed by her and wonders who she is.
Buffy and Angel makeout in her room.
Giles revisits the shop and finds it abandoned. He discovers a note from Ethan.