It's Halloween and the Magic Shop is packed, both with shoppers and the Scoobies and Anya is enjoying every second of it. Anya is dressed as one of Charlie's Angels while Xander is a classic pirate complete with cutlass.

Her mind elsewhere, Willow drops a talisman and Dawn takes it and pockets it without Willow seeing. Buffy encounters Spike down in the basement (While trying not to find any murderous mimmy hands) and he offers to patrol with her, but she's not really interested, after all it is halloween, the night evil stays home.

After a chat with Giles upstairs, Buffy reconsiders the patrolling idea, but ultimately decides to stay at the shop, because Anya would probably tear her apart if she tried to leave.

In his house, an old man sharpens a knife while humming a tune.

Back at the magic shop, the business day has ended and Anya counts up the money with happiness while Willow suggests using magic to clean up the mess. Giles and Tara both don't like that idea or that Willow has been using magic so freely (and look what happened the last time Willow used her magic to help up in the Magic Box).

Xander and Anya finally announce their engagement much to the suprose/shock/happiness of everyone else and a party is immediately put together at Buffy's house. The magical decorations are provided by Willow which doesn't please Tara and they argue about it. After asking permission to get a tattoo and getting a negative response from Buffy, Dawn leaves to sleep over at her friend Janice's house. Of course, instead of a sleep over, Dawn and Janice meet up behiond some warehouses with a couple of older boys.

Janice and Zack are together while Dawn and Justin hook up.

The teens go to the house of the old man with intentions of typical Halloween-flavoured teenage pranks. The old man catches Dawn trying to smash one of the jack-o'-lanterns, the old man opens the door and invites them all inside. After some talking about the collectable toys he owns, he receives the aid of Justin in the kitchen to prepare the treat he has for them. As he grabs a knife to cut into a pan of rice crispy treats, Justin vamps out and kills him.

Claiming he only stole the man's wallet, Justin and the rest of the gang run for it and then the guys secretly talk about their plans to kill or turn the girls. While Justin and Dawn talk about stealing and Justin gives Dawn his letterman's jacket, Zack car jacks a woman and leaves the body behind.

At the house, Anya discusses her future plans with Xander, which seems to be too much for him and he goes outside to talk with Buffy. He's going all cold fet-y at the immensity of what him and Anya are planning to do. Buffy isn't in the mood for happy stuff and decides to find Spike and patrol, demons or no demons.

A call from Janice's mother informs Giles that Dawn and her friend are not where they said they'd go and the whole gang splits up to find them.

Meanwhile, Zack and Janice play tag while Justin and Dawn make out in the car-jacked car.

Willow and Tara check out the Bronze for Dawn and almost get over their fight, but Willow uses magic again, which sets Tara off. The two witches fight again and Tara runs off with Willow following.

After informing Spike about Dawn, Giles searches for the young teen himself and finds Zack and Janice. Zack is able to bite Janice, but Giles stakes him on a handy tree branch before he can kill her. Dawn screams as Justin reveals himself as a vampire and suggests turning her.

Giles arrives ready to slay, but more vampires show up with Buffy and Spike (it's like they're drawn to the though of pure virign blood or something). Buffy lectures Dawn about getting involved with a vampire - because she's been there and she knows what a bad thing it is - before the fight breaks out and all of the vampires are turned into little piles of dusty dust. All except Justin.

He's chases Dawn into the woods and just when he thinks he's got another meal, she stakes him with a pencil.

Back at the Summers house, anger remains strong as Dawn is mad with Buffy and Tara still angry with Willow. Buffy blows off her parental duties on Giles for Dawn's punishment, which infuriates Giles and makes him even harder on Dawn.

Tara isn't interested in forgiving or forgetting the fight between her and Willow. She's worried for Willow, she thinks the magic is too strong and demands too high a price back on the caster for Willow to use it so flippantly and tells her girlfriend so. Willow secretly casts a spell that makes Tara forget all about their fight and the two peacefully go to sleep.