After weeks of skirting around the subject, Buffy and Angel finally decide to go on a date. Unfortunately, while Angel is waiting at the Bronze, Buffy is dealing with a little unscheduled slayage at Pop's Pumpkin patch. As Bufy is fighting a vampire, another one is hiding in the shadows filming it for Spike.

Angel is still waiting for Buffy when Cordelia arrives at the Bronze. Cordy spots him and goes over to chat him up. When Buffy finally does turn up, Cordy is getting her claws into Angel and is a little annoyed when he goes over to talk to her. Buffy is looking a little untidy after her fight. (A fact Cordy takes great pleasure in pointing out). Buffy gets a bit upset by Cordy's jibes and leaves, leaving Angel to deal with Cordy for the rest of the night. Cordelia doesn't realise that Angel is a thing that goes 'grrrrr' *g*

The next day, Buffy, Xander and Willow get roped into a trick or treat babysitting deal by Snyder. They have to escort the little kiddies around Sunnydale to get their treats. Buffy is hoping for some vamp actin to brighten up the evening but Giles tells her that Halloween is the only night Vamps stay home and out of trouble.

Later, Xander is minding his own business at the drinks machine when Larry (the school jock) shows up and asks if Xander is "more than friends" with Buffy, which leads into Larry asking whether Buffy would ever go out with him. When Xander tells him that he doesn't have a hope, Larry gets nasty and Buffy, who is walking past smashes Larry into the drinks machine to teach him some manners. Xander's ego is wounded by this, and he shouts at Buffy before walking off, leaving her standing there confused.

Buffy heads off to the library. Her and Willow discuss Angel and realise that they know next to nothing about his past. Willow suggests they go through the books and journals Giles keeps locked away to see what they can find out about the vampire.

Because they are doing the whole trick and treat thing this year, they head off to a fancy dress shop: Ethan's Costume Shoppe to find some outfits. Willow gets a cheesy ghost costume, Xander gets a toy gun to go with the army fatigues he has at home. Buffy can't find anything and while she's loooking, makes friends with Xander again. In the middle of her apology she spots the perfect costume, a period dress that's all pink material and petticoats, just like somthing from Jane Eyre. Ethan, the shopkeeper, notices her eyeing up the dress and makes her an offer she can't refuse.

In the factory, Spike is watching the video of Buffy's fight from the night before. Drusilla comes up to him and tells him that she will be weak and powerless on Halloween and that someone from the outside world would intervene.

Back at Ethan's Costume Shoppe, the shop is closed and Ethan is in the back office, chanting to a two faced statue.

It's Halloween night and Buffy is standing in front of the mirror admiring her costume while Wilow gets ready in the bathroom. She refuses to come out, but Buffy persuades her and when she finally does emerge she's wearing a very short skirt and a crop top. Willow feels very self conscious and wants to wear her ghost costume instead.

The doorbell rings, it's Xander come to pick them up. Buffy rushes down to answer it and shouts up to Willow. When she comes down she's wearing her ghost costume over the top of her other clothes.

That night, Ethan's spell is activated and everyone who got a costume from his store become the character's they've dressed up as. Willow becomes a skimpily dressed ghost, Xander an Army guy, all the little kids become demons, witches and monsters and Buffy becomes an 18th century noblewoman.

Willow is the only person to remember who she really is and she stops Xander from shooting the transformed children. They find Buffy slumped against a tree, possibly concussed and without the faintest idea what she going on. She sees a car and thinks its a demon. Willow says that she knows somewhere safe for them to hide and takes them to Buffy's house. Joyce isn't home. They start to baricade the doors when Cordelia's screams fill the air. Xander runs out to save her. She's being chased by some pint sized demons. Cordelia is dressed like a cat.

Willow explains that she's not a cat, to which Cordy replies that she knows that. It transpires that Cordy got her costume from a shop in the mall. Willow decides to go and find Giles while Cordy and Xander look after Buffy who refuses to belive that she is 'this Buffy Summers', even after seeing a photo of herself.

Angel shows up to lend a hand and is confused when Buffy doesn't recognise him. The demons start to attack the house and Angel takes her into the kitchen. A demon leaps out of the basement door and attacks Angel who reveals his game face. Buffy sees it and runs away screaming.

Giles is in the library, sorting out the card catalogue when Willow walks through the wall, scaring him. She tells him what's going on and explains about the costume shop. It seems that Ethan is an old friend of Giles'. They go to Ethan's shop. Giles orders Willow to leave and uses a little 'persausion' to make Ethan reverse the spell. He reveals another, harder side of himself, a throwback to the days when he was 'Ripper' to sort ethan out.

Spike is out to find Buffy and when he discovers that Buffy is no longer the Slayer he is extremely happy. Buffy is still running from Angel and in an alleyway runs into Larry who has become a pirate. Angel, Xander and Cordy find her. Xander gives Larry a few subduing punches while Cordy convinces Buffy that Angel is a good guy. Willow shows up to tell them that Spike is nearly on them. They head for a deserted warehouse and start to barricade the doors. it's not enough through and Spike and the demons break though. The demons keep the others busy while Spike lays into Buffy.

Just as Spike is about to bite Buffy, Giles smashes the two faced statue of Jannus and breaks the spell, when he turns around to finish his business with Ethan he finds that Ethan's done a runner.

Buffy is Buffy again and gives Spike a good beating, before getting att the kids home safely.

When Buffy and Angel get some time alone (in her room), Buffy reveals that she only dressed up in the period costume to impress him. Angel tells her that he hated all those snooty people back then, he prefers his women to be more modern and exciting. (ie Buffy). They kiss (aww)

The next day, Giles returns to Ethan's shop and finds it empty. Ethan has left Giles a note though which reads, "Be seeing you."