The gang prepares for Halloween with Kay and Gil deciding to go trick-or-treating and Annie, Jake, and Dennah going to a party. At their apartment, Annie gets a visit from Julie, a mom in the building. Annie is uncomfortable for the fact that she and Julie are the same age, but Julie has kids and acts way more adult.

Dennah mentions getting the Halloween party invitation weeks ago, but Anne and Jake weren't on the list this year. Jake freaks out, but Annie suggests that they try a more grown up Halloween this time around. At Julie's tenant meeting, Annie and Jake announce they want to put on a haunted house in their apartment, but Julie says no to their idea. This pisses Annie off so she tells Jake they are going to do it anyway.

While out trick-or-treating, Gil reveals to Kay that his ex-wife, Cassie lives on the street. Gil tells Kay he wants to check up on her and make sure she isn't lonely. Gil is upset when he sees that Cassie is just fine and having a party.

Annie and Jake, dressed as zombie "I Love Lucy", put on a successful haunted house. After the kids leave, Julie storms in and tells them they shouldn't have done it. After she leaves Dennah calls and tells them they can come to the party. Jake and Annie say no, and Dennah admits she's having a terrible time.

Jake and Annie are about to have sex, when they discover one of the kids is in their bedroom and refuses to leave. After some persuasive maneuvers, they find out the kids lives in another building down the block. Turns out, the kid lied again. Annie tells Jake she hates Julie so much because she looks up to her and is scared she won't have maternal instincts. Jake tells her she will make a great mother.

Gil tells Kay he's not feeling good with his life, and Kay agrees to help get back the bowl Cassie is using to hand out candy in. When Kay, in her costume, goes back and steals the bowl away, Gil sees how upset Cassie is and tackles Kay to the ground.

Annie and Jake finally return the kid to his apartment, which turns out to be in their building. When the door opens, Julie comes out revealing she's the boy's mother. The kid tells Julie he thinks Annie and Jake are more fun. Annie tells Julie not to take it personally. Annie realizes she'll make a good mom.