It's the most quiet night of the year for the undead, which would mean a quiet night for our Gang, except they're pressganged by Principal Snyder into baby-sitting the kids of Sunnydale while they trick or treat. The gang go to buy their costumes at a new place run by a mysterious Englishman called Ethan Rayne. Xander saves money on a soldier's costume, Buffy chooses a noblewoman's costume to impress Angel, while Willow chooses a slapper's outfit to impress, well me for a start. She chickens out and wears a ghost's sheet over it. Ethan is clearly a bad 'un, since he casts a spell to turn people into their costumes. Buffy is now powerless and at the mercy of Spike, Xander is a real soldier, Willow's the Ghost of Hookers Past and everyone else is a monster. Ethan and Giles have some bad history it seems, and Giles brutally beats the spell reversal out of Ethan. This brings everyone back to normal, much to Spike's displeasure.
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Buffy takes out a vampire in a pumpkin patch, but unbeknownst to her she is being videotaped by another vampire in the shadows. This "unscheduled slayage" makes her late for a date at the Bronze with Angel, who she finds making awful nice with Cordelia. Angel tries to salvage the situation, but Buffy is feeling sorry for herself and leaves.
At school the next day, Buffy is forced by Principal Snyder to "volunteer" for a Halloween safety program, where she is to oversee a group of trick-or-treating children for two hours on Halloween. She is less than thrilled, especially since Giles says Halloween is a quiet night for undead activity and she had plans to stay home and relax. Xander defends Buffy's honor with a bully named Larry and is about to receive a beating for it, but Buffy saves him (thus seriously damaging his male ego). Then Buffy and Willow conspire to steal the Watcher diaries from Giles' office in order to learn more about Angel. They are successful, and find in the diaries a drawing of a beautiful 18th-century noblewoman who Buffy surmises was Angel's "type" when he was alive. Later, while Buffy and friends shop for Halloween costumes, the suave British costume shop owner convinces Buffy to buy a beautiful 18th-century gown for her costume. Meanwhile, Spike is watching the videotape of Buffy in action, trying to figure out how to kill her so he and Drusilla can have their run of Sunnydale. Dru says that something is going to happen Halloween night, because someone has come to change its traditionally quiet nature. That someone would appear to be the costume shop owner, who is conducting a candlelit ritual before a bust of the Roman god Janus, saying, "Chaos, I remain, as ever, thy faithful, degenerate son."
Buffy tries to convince Willow to don a sexy, revealing outfit for Halloween, and succeeds, but only briefly — Willow prefers her white sheet ghost costume. After a brief, literal run-in with Oz, Willow joins Buffy and Xander in taking the kids out trick-or-treating. But then the ritual takes effect and all the kids become their costumes. So do the teens — Willow collapses, then finds she's a real ghost; Xander's toy gun has become a real M-16 and he doesn't remember Willow; and when they find Buffy and ask her what to do, Buffy... faints.
It seems that Buffy, like Xander, doesn't remember who she is, so it's up to Willow to take charge. She gets them back to Buffy's house, where they also eventually find an uncostumed Angel and Cordelia, who's costumed but unchanged. Willow leaves Xander in charge while she goes to the library. A demon attacks Buffy, but Angel leaps to her defense. Unfortunately, that also brings out his vampire face, which scares Buffy into running out the back door. Willow tells Giles that Cordelia got her costume from Party Town, while everyone else got theirs from a new place called "Ethan's." That, they surmise, must be why Cordelia didn't change. Spike, meanwhile, overhears Angel say that Buffy's out there — he leads a troupe of kids-turned-demons to find her first.
Buffy runs into trouble with the pirate formerly known as Larry but she is saved by Xander, who finds an inexplicable sense of closure in pummeling the pirate. Ethan, it turns out, is Ethan Rayne, an old acquaintance of Giles who scornfully derides Giles for putting on a goody-goody act as the Watcher. "They don't know where you come from, do they?" he insinuates. A dangerous, uncharacteristic calm comes over Giles and he effortlessly beats Ethan into telling him how to break the spell. Spike and his demon army have caught up to Buffy, but just as Spike is about to sink his fangs into the Slayer, Giles breaks the spell, and Buffy is back. She fends off Spike, who runs away, then she goes home to make out with Angel. Willow wakes up where her corporeal body was left; emboldened by the night's events, she tosses her ghost outfit and walks home in her sexy outfit, earning another admiring stare from Oz. And Ethan has disappeared, except for a card Giles finds in the deserted costume shop the next day, which reads simply, "Be seeing you."
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Drusilla: "Do you love my insides? The parts you can't see?"
Spike: "Eyeballs to entrails, my sweet."
Xander: "Buffy! Lady of Buffdom, Duchess of Buffonia, I am in awe! I completely renounce spandex!"
Willow: "She couldn't have dressed up like Xena?"
Willow: "Okay, your name is Cordelia, you're not a cat, you're in high school, and we're your friends. Well, sort of."
Cordelia: "That's nice, Willow. And you went mental when?"
Spike: "Well, this is just... neat!"
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