Sunnydale After Dark
Halloween Transcript
Back to Transcript Library
Report Transcript Error

Written by: Carl Ellsworth
Directed by: Bruce Seth Green

This episode was originally broadcast on October 27, 1997.

~~~~~~~~~~ Prologue ~~~~~~~~~~

In every generation there is a Chosen One. She alone will stand against the vampires, the demons and the forces of darkness. She is the Slayer.

Pop's Pumpkin Patch. The camera pans down from the sign over the stand past another one counting off the days until Halloween to a pumpkin on the ground aglow with a candle. Buffy lands flat on her back on top of it. She looks up at the vampire that just threw her and sees him coming toward her. She grabs a squash lying on the ground behind her and throws it at him, hitting him in the forehead. She follows it up with a pumpkin. The vampire staggers back a few steps. Buffy hops back to her feet. She pulls a stake out of her shirt and launches it at him. He grabs the scarecrow and pulls it over in front of him so the stake impales it instead. He shoves the scarecrow aside and comes at her with a roundhouse kick. They start fighting hand-to-hand.

Cut to a view of them through a camcorder. The 'record' light is on. Cut to another vampire taping the fight. He gets closer for a better view.

Cut to the view through the camcorder. Buffy continues to fight the first vampire. The 'battery low' indicator starts flashing. A moment later the view becomes snowy, and the vampire takes the camcorder away from his eye. He jostles it, and it starts working again. He raises it back to his eye to continue recording.

The fight goes on, and a few hits later the first vampire knocks Buffy into the hay wagon. She holds onto the side of the wagon and kicks the vampire to the ground. She turns around with her back to the wagon and grabs the railing as the vampire gets back up. She raises her legs and grabs the vampire's head in a scissor hold. She twists her body and flips him over sideways onto the ground. Stepping away from the wagon, she spies the sign and then looks down at the vampire. He tries to grab for her legs, so she jumps over him and somersaults to the countdown sign. She pulls it out of the ground and swings it at his legs as he comes for her, knocking them out from under him. She raises the sign and jams the end of the signpost into his chest. The vampire bursts into ashes. Buffy leaves the sign stuck in the ground at its new location and walks out of the pumpkin patch. The second vampire lowers the camcorder and slowly backs away as he watches her go.

Opening credits roll. Buffy's theme plays.

~~~~~~~~~~ Part 1 ~~~~~~~~~~

The Bronze. A waitress picks up a tray of cappuccino and cupcakes. The camera follows her as she heads to her table. She turns to her right, but the camera continues through the crowd over to Angel sitting alone at a table, looking very bored. A huge spider web and other Halloween decorations adorn the staircase behind him. Cordelia spots him with his bored look and comes over to his table. "Shy", by Epperley, is playing.

Lyrics: I don't say much but I, but I like to sing

Cordelia: I know. Is the Bronze so not happening? Or what? (sets down her drink and sits)

Angel: Oh. Hi.

Lyrics: Won't tell you what I'm thinking

Cordelia: Hi!

Angel: I'm waiting for Buffy.

Lyrics: Just have to wait and sing

Cordelia: Great! I'm supposed to be meeting Devon, but he's nowhere to be seen. It's like he thinks being in a band gives him an obligation to flake.

Angel smiles at the joke.

Cordelia: Well, his loss is your incredible gain!

Cut to the door. Buffy comes in, looks around and sees Angel at the table with Cordelia, laughing. Cut to Angel's table.

Cordelia: So I told Devon, 'You call that leather interior? My Barbie

Dream Car had nicer seats!' (they both laugh)

Lyrics: I have no skin left on my, on my fingertips

Cut to Buffy. She's upset seeing Angel there with Cordelia and turns around to leave. Angel notices her as she's about to go.

Angel: Buffy?

He gets up and hurries over to her.

Angel: Buffy!

Lyrics: But still my heart pours out, out from my lips

Buffy: (turns back around) Hi! I'm...

Angel: Late.

Buffy: Rough day at the office.

Angel reaches up to her hair and pulls out a piece of straw.

Angel: So I see.

Lyrics: Well I'm mute, but I'm not quite mute

Buffy: Hey, it's a look. A seasonal look.

Lyrics: And I say the things you want to hear

Cordelia: (appears behind Angel) Buffy. Love the hair. It just screams street urchin. (leaves)

Lyrics: I'm mute, but I'm not quite mute

Buffy: (smiles) Know what? I need to go... (loses the smile) put a bag over my head. (starts to go)

Lyrics: And I keep to myself to defend

Angel: (grabs her arm) Don't listen to her. Please. You look fine.

Lyrics: Yeah I'm alright

Buffy: You're sweet. A terrible liar, but sweet.

Lyrics: Oh now don't want to fight

Angel: I thought we had...

Buffy: A date. So did I. But who am I kidding?

Lyrics: I'm an angel burning out / Oh now

Buffy: Dates are things normal girls have. Girls who have time to think about nail polish and facials. You know what I think about? Ambush tactics. Beheading. Not exactly the stuff dreams are made of. (turns and goes out the door)

Cordelia: (comes back) Cappuccino?

She holds the cup up to him. He looks at her, down at the cappuccino and then back at the door.

Cut to school the next day. Sign-ups are being taken for the volunteer safety program for Halloween. Principal Snyder takes one of the clipboards and looks around the hall. He grabs the next girl that walks by and pulls her aside.

Girl: Hey!

Snyder: You're volunteering.

He holds out the clipboard and pen to her. Willow, Buffy and Xander come in from the other hall.

Girl: But I have to get to class.

Snyder just shrugs. The team walks past him.

Willow: Snyder must be in charge of the volunteer safety program for Halloween this year.

Xander: Note his interesting take on the volunteer concept.

Buffy: What's the deal?

They've reached Willow's locker, and she works the combination.

Xander: Oh, a bunch of little kids need people to take them trick-or-treating. Sign up and get your own pack of sugar-hyped little runts for the night.

Buffy: Yikes. I'll stick to vampires.

Snyder puts his hand on her shoulder, and she spins around to face him.

Snyder: Miss Summers. Just the juvenile delinquent I've been looking for.

Buffy: Principal Snyder!

Snyder: Halloween must be a big night for you. Tossing eggs, keying cars, bobbing for apples, one pathetic cry for help after another. Well, (leads her to the sign-up table) not this year, missy.

Willow and Xander come stand behind her.

Buffy: Gosh, I'd love to sign up, but I recently developed carpal tunnel syndrome, and can tragically no longer hold a flashlight.

Snyder holds up the clipboard and pen.

Snyder: The program starts at four, the children have to be back at six.

Buffy reluctantly grabs the pen and clipboard and signs herself up.

Xander thinks it's funny and smiles back at Willow. Willow has a concerned look on her face. Snyder holds pens out to Willow and Xander, too. They both look at him, begging not to be put through this. Willow gives in and takes the pen. Cut to another part of the hall.

Xander: I can't believe this. We have to get dressed up and the whole deal?

Willow: Snyder said costumes were mandatory.

Buffy: Great. I was gonna stay in and veg. The one night a year things are supposed to be quiet for me.

Xander: Halloween quiet? Oh, I figured it'd be a big old vamp scare-apalooza.

They walk into the lounge.

Buffy: Not according to Giles. He swears that tomorrow night is, like, dead for the undead. (the girls sit) They stay in.

Xander: (smiling) Those wacky vampires! That's why I love 'em! They just keep you guessing!

He puts his satchel down on the table and heads over to the soda vending machine. He puts in his coins and hits a button. Nothing. He hits another one. Still nothing. He hits the machine in the front and on the side. Larry comes up to him and puts his hand on Xander's shoulder.

Larry: Harris!

Xander: Hey, Lar. You're lookin' Cro-Mag as usual. What can I do you for?

Larry: You and Buffy, you're just friends, right?

Xander: I like to think of it less as a friendship and more as a solid foundation for future bliss.

Larry: So, she, she's not your girlfriend?

Xander: Alas, no.

Larry looks over at Buffy as he walks around Xander.

Larry: Do you think she'd go out with me?

He turns to face Xander with Buffy to his back now.

Xander: Well, Lar, that's a tough question to... No. Not a chance.

Larry: Why not? I heard some guys say she was fast.

Xander: I hope you mean like the wind.

Larry: Yeah, you know what I mean.

Xander: That's my friend that you're talkin' about!

Larry: Oh, yeah? Well, what're you gonna do about it?

Xander: I'm gonna do what any man would do about it: (grabs Larry by the shirt) somethin' damn manly.

Larry smiles and laughs. He knocks Xander's hands away and grabs him by the shirt with his right hand. He balls his left hand into a fist and draws back for a punch. Buffy grabs his wrist, pulls it behind his back and slams his head into the vending machine. A Diet Dr Pepper rolls into the slot.

Buffy: Get gone.

She pulls Larry back from the machine and shoves him away. She notices the soda can.

Buffy: Ooo! Diet! (grabs the can)

Xander: Do you know what you just did?

Buffy: Saved you a dollar?

Xander: No, but Larry was about to pummel me!

Buffy: Oh, that? Forget about it! (heads back to the table)

Xander: Oh, I'll forget about it. (follows her) In maybe fifteen, twenty years when my rep for being a sissy man finally fades!

Buffy: (stops and faces him) Xander, don't you think you're...

Xander: (interrupts) A black eye heals, Buffy, but cowardice has an unlimited shelf life. Oh, thanks! Thanks a lot for *your* help.

He grabs his bag from the table and walks off in a huff. Buffy moans and sits back down with Willow.

Buffy: I think I just violated the guy code big time.

Willow: Poor Xander. Boys are so fragile. Speaking of, how was your date last night?

Buffy: Misfire. I was late due to unscheduled slayage. Showed up looking trashed.

Willow: Was he mad?

Buffy: Actually he was pretty unmad. Which probably had something to do with the fact that Cordelia was drooling in his cappuccino.

Willow: Oh, Buffy. Angel would never fall for her act.

Buffy: You mean that 'actually showing up, wearing a stunning outfit, embracing personal hygiene' act?

Willow: You know what I mean. Uh, she's not his type.

Buffy: Are you sure? I mean, I don't know what his type is. I've known him less than a year, and if you haven't noticed, he's not exactly one to over share.

Willow: True. It's too bad we can't sneak a look at the Watcher diaries and read up on Angel. I'm sure it's full of fun facts to know and tell.

Buffy: Yeah. It's too bad. That stuff is private.

Willow: Also Giles keeps them in his office. In his personal files.

Buffy: Most importantly, it would be wrong.

Cut to the library. Willow and Buffy look in through the round door window. They don't see Giles and give each other a look. Buffy quietly opens the door and goes in. She looks back at Willow, who gives her encouragement. The door closes and Willow looks in through the glass.

Buffy quietly makes her way up to the counter and looks around again for Giles. Satisfied that he's not there she heads for his office.

Giles: Buffy!

She spins around and sees him in the cage getting some old books.

Giles: Excellent!

Buffy: Nothing! Hi!

Giles: Yes, I-I just wanted to talk to you about tomorrow night. As it should be, uh, calm, you might work on some new battle techniques.

Buffy: You're beginning to scare me, Giles. You need to have some fun.

She waves to Willow to come in as he's looking down at his books. Willow shakes her head and mouths 'no'. Giles looks up, and Buffy pulls her hand back and pretends she was scratching her head.

Buffy: You know, there's this place you can go, right, and you sit in the dark, and there are these moving pictures, right, and the pictures tell a story.

Giles: Yes, yes, ha, ha, very droll.

Willow quietly comes in.

Giles: I'll have you know that I have very, uh, many relaxing hobbies.

Buffy: Such as?

Giles: Well, um...

Buffy mouths something to Willow to goad her on.

Giles: I enjoy cross-referencing.

Buffy: Do you stuff your own shirts, or do you send them out?

She grabs a book from the stack he's about to take to his office and walks around him to draw his view away from his office door.

Buffy: So! How come Halloween is such a big yawner? I mean, do the demons just hate how commercial it's become? (leafs through the book)

Giles: (puts his books down) Um, it's interesting, ac... Not, I suspect, to you. (takes the book from her) What is it you're after?

Willow has made it to the office door.

Buffy: Of course, it's of interest to me! I'm the Slayer. I need to know these things. You can't keep me in the dark any longer.

Willow opens the door and starts in. Giles grabs the stack of books again and starts to turn to his office.

Buffy: Look at me when I talk to you!

Willow looks over at them anxiously.

Giles: I really don't have time for these games.

Buffy: Ms. Calendar said you were a babe.

Willow looks back again, but this time gives Buffy a look and shakes her head.

Giles: She said what?

Buffy: (meekly) Well, she said that you were a... h-hunk of burning...something or other. So, (exhales) whadaya think of that?

Giles: Uh, I... (exhales) I don't, um, uh... A burning hunk of what?

Buffy: Look. You know how disgusting it is for me to even contemplate you grownups having smoochies, (sees Willow come out of the office with a diary) but I think you should go for it.

Giles: Buffy, I appreciate your interest, but...

Willow hurries past the counter.

Buffy: But I've overstepped my bounds. It's none of my business, you know. (stammers) What was I thinking? My God! Shame, (Willow goes out the door) shame. I gotta go. (quickly walks out)

Giles: (not sure what to make of it) A babe? (smirks) I can live with that.

Cut to the girls' bathroom. Buffy and Willow are sitting on the sinks and looking at a drawing of a noble woman with a tiny waist wearing a billowy gown.

Buffy: Man, look at her.

Willow: Who is she?

Buffy: It doesn't say, but the entry's dated 1775.

Willow: Angel was eighteen. And still human.

Buffy: So that's the kinda girl he hung around? She's pretty coiffed.

Willow: She looks like a noble woman or something. Which means being beautiful is sort of her job.

Buffy: And clearly this girl was a workaholic. I'll never be like this.

Willow: C'mon! She's not that pretty. I mean, look at her. She's got a funny... uh, waist. Look how tiny that is.

Buffy: (sarcastically) Thank you. Now I feel better.

Willow: (exhales) No. She's like a freak. A circus freak. Yuk.

Buffy: (exhales) Musta been wonderful. Put on some fantabulous gown and go to a ball like a princess, and have horses and servants, and yet more gowns.

Willow: Yeah. Still, I think I prefer being able to vote. (Buffy raises her brows) (smiles) Or I will when I can.

Cordelia comes into the bathroom and goes to the mirror.

Cordelia: So, Buffy. You ran off last night and left poor little Angel all by his lonesome. But I did everything I could to comfort him.

Buffy: I'll bet.

Cordelia: (gets out her blush) So, what's his story anyway? I mean, I never see him around. (brushes some onto her cheeks)

Willow: Not during the day, anyway.

Cordelia: Oh, please. Don't tell me he still lives at home. Like, he has to wait for his dad to get back before he can take the car? (puts the blush away)

Buffy: Cordelia, I think his parents have been dead for a couple of hundred years.

Cordelia: (touches up her lip gloss) Oh, good. I mean... (faces them) What?

Buffy: Angel's a vampire. I thought you knew.

Cordelia: (turns back to the mirror) Oh, he's a vampire. (puts away the lip gloss) Of course! But the cuddly kind. Like a Carebear with fangs?

Willow: It's true.

Cordelia: (steps over to them) You know what I think? (crosses her arms) I just think you're trying to scare me off 'cause you're afraid of the competition. Look, Buffy, you may be hot stuff when it comes to demonology or whatever, but when it comes to dating, I'm the Slayer.

She walks out. Buffy just watches her go.

Cut to Ethan's Costume Shop. The store is full of mothers with their kids looking for Halloween costumes. Buffy is handling a plastic pumpkin when it suddenly lights up and screams. She quickly puts it back on the counter. Willow comes over to her.

Buffy: What'd you get?

Willow: A time-honored classic! (holds up a ghost costume)

Buffy: Okay, Will, can I give you a little friendly advice?

Willow: It's not spooky enough?

Buffy: It's just... you're never gonna get noticed if you keep hiding. You're missing the whole point of Halloween.

Willow: (smiles) Free candy?

Buffy: It's come as you aren't night. The perfect chance for a girl to get sexy and wild with no repercussions.

Willow: Oh, I don't get wild. Wild on me equals spaz.

Buffy: Don't underestimate yourself. You've got it in you.

Willow: Hey, Xander!

He comes up to them.

Willow: What'd you get?

He pulls a toy military rifle out of his bag and holds it up for Willow to see.

Buffy: That's not a costume.

Xander: (gives Buffy a look, then turns to Willow) I got fatigues from an Army surplus at home. Call me the Two-Dollar Costume King, baby!

He smiles at Willow. She smiles back.

Buffy: Hey, look, Xander... (he points the rifle at her) I'm... really sorry about this morning.

Xander: Do you mind, Buffy? I'm trying to repress.

Buffy: Okay, then I promise, from now on I'll let you get pummeled. (puts her chin on his shoulder and pouts)

Xander: (rolls his eyes) Thank you. (Buffy smiles) Okay, y'know, actually I think I could've t...

Buffy is distracted by a costume. She slowly starts walking over to it.

Xander: Hello! That was our touching reconciliation moment there.

She keeps walking over to a frilly, red, billowy 18th-century gown.

Buffy: I'm sorry, it's just... Look at this.

Willow: It's amazing.

Xander: Too bulky. I prefer my women in spandex.

Ethan notices her looking at the dress and comes over to them.

Ethan: Please, let me.

He takes the dress off of its dressmaker's mannequin.

Buffy: Oh, i-it's...

Ethan: Magnificent. Yes, I know. There. (holds it up to her in a mirror) My. Meet the hidden princess. I think we found a match. Don't you?

Buffy: (looks at Ethan) Oh, uh, I-I'm sorry. There's no way I could ever afford this.

Ethan: Oh, nonsense. I feel quite moved to make you a deal you can't refuse.

She looks back into the mirror, takes the dress from Ethan and smiles dreamily as she holds it up to her chin.

Cut to Spike's warehouse. He's watching the video that the vampire took of Buffy's fight.

Spike: Here it comes. (watches) Rewind that. Let's see that again.

The vampire rewinds the tape as Spikes strolls around to another monitor.

Spike: (chuckles) She's tricky. Baby likes to play.

The scene where she stakes the vampire with the sign replays.

Spike: You see that? The way she stakes him with that thing? That's what's called resourceful. Rewind it again.

Drusilla: (comes from the other room) Miss Edith needs her tea.

Spike: C'mere, poodle. (holds his hand out to her)

Drusilla: (takes his hand) Do you love my insides? The parts you can't see?

Spike: Eyeballs to entrails, my sweet. That's why I've got to study this Slayer. Once I know her I can kill her. And once I kill her you can have your run of Sunnyhell. Get strong again.

Drusilla: Don't worry. Everything's switching. Outside to inside. (breathes at Spike's neck) It makes her weak.

Spike: Really? Did my pet have a vision?

Drusilla: Do you know what I miss? Leeches.

Spike: Come on, talk to Daddy. This thing that makes the Slayer weak? When is it?

Drusilla: Tomorrow.

Spike: Tomorrow's Halloween. Nothing happens on Halloween.

Drusilla: Someone's come to change it all. Someone new.

Cut to the back room at Ethan's. He comes through the curtain and kneels before his statue of Janus. He presses his hands together and winces in pain. When he pulls them apart there are wounds in his palms, and blood flows freely from them.

Ethan: The world that denies thee, thou inhabit.

He dabs the blood from his left hand with his right middle finger and smears it over his right eyelid.

Ethan: The peace that ignores thee,...

He dabs the blood from his right hand with his left middle finger and smears it over his left eyelid.

Ethan: ...thou corrupt.

He dabs the blood from his left hand with his right middle finger again and smears a cross onto his forehead.

Ethan: Chaos. I remain, as ever, thy faithful, degenerate son.

The camera pans over the top of the statue from the woman's face on one side to the man's face on the other.

~~~~~~~~~~ Part 2 ~~~~~~~~~~

Buffy's room. She's at her long mirror wearing her gown and a long, black wig. She puts on the second of a pair of earrings. Willow is in the bathroom changing.

Willow: Where're you meeting Angel?

Buffy: Here. After trick-or-treating. Mom's gonna be out.

Willow: Does he know about your costume?

Buffy: Nope. Call it a blast from his past. I'll show him I can coif with the best of 'em. (turns to the bathroom door) Okay, Willow, come out. You can't hide in there all night.

Willow: O-okay, but, but promise you won't laugh?

Buffy: I promise.

Willow opens the door and comes out wearing boots, a short, black leather skirt and a gun, long-sleeved, V-necked, midriff-baring top. She's uncomfortable, and quickly steps over to her ghost sheet and picks it up.

Buffy: (smiles) Wow! You're a dish!

Willow tries to hide herself with the sheet, but Buffy takes it from her and tosses it aside.

Buffy: I mean, really.

Willow is very uncomfortable and tries to cover herself with her arms.

Willow: But this just isn't me.

Buffy: And that's the point. (walks around Willow to show her the mirror) Look, Halloween is the night that not you *is* you, but not *you*. Y'know?

The doorbell rings.

Buffy: Oh! That's Xander. Are you ready?

Willow: (nervous) Yeah. O-o-okay.

Buffy: Cool! I can't wait for the boys to go non-verbal when they see you! (goes to get the door)

Willow is still trying to cover herself.

Cut downstairs. Buffy comes down the stairs and opens the door for

Xander. He enters saluting with his toy rifle in his hand.

Xander: Private Harris reporting for... (sees Buffy in her costume) Buffy! Lady of Buffdom, Duchess of Buffonia, I am in awe! I completely renounce spandex!

Buffy: (curtsies) Thank you, kind sir. (Xander bows) But wait till you see...

They turn to look up the stairs at Willow. She has put on the ghost sheet. It says 'BOO!' on the front in large bold letters.

Willow: Hi.

Buffy: ...Casper.

Xander: Hey, Will! That's aaa fine boo you got there.

Buffy is disappointed. Xander just stares.

Cut to the school. Children are arriving in costume to be taken trick-or-treating. Cut inside to the hall by the stairs. Buffy is standing there holding a clipboard, waiting for her charges. Snyder brings them to her.

Snyder: This is your group, Summers. No need to speak to them. The last thing they need is your influence. Just bring them back in one piece and I won't expel you. (starts to leave)

Buffy: (bends down to the kids) Hi.

Snyder: Ah, ah!

Buffy straightens back up and rolls her eyes. Cut to Xander in his soldier outfit. Larry comes by dressed as a pirate.

Larry: Where's your bodyguard, Harris? Curling her hair?

He jumps at Xander, making him flinch. He laughs in Xander's face and goes. Xander points his rifle at him, but then dismisses him.

Cut to Oz checking his guitar at his locker. Cordelia comes into the hall wearing a tight-fitting catsuit and walks up to him.

Cordelia: Oz. Oz.

Oz: (looks up at her) Hey, Cordelia. Jeez, you're like a great big cat.

Cordelia: It's my costume. Are you guys playing tonight?

Oz: Yeah, at the Shelter Club.

Cordelia: Is Mr. I'm-the-lead-singer-I'm-so-great-I-don't-have-to-show-up-for-my-date-or-even-call gonna be there?

Oz: Yeah, y'know, he's just going by 'Devon' now.

Cordelia: Well, you can tell him that I don't care, and that I didn't even mention it. And that I didn't even see you. So that's just fine.

Oz: So, what do I tell him?

Cordelia: Nothing! Jeez! Get with the program. (walks off in a huff)

Oz: (sarcastically) Why can't I meet a nice girl like that?

Willow comes down the hall in her ghost sheet. Oz turns around and bumps right into her.

Oz: Oh! I'm sorry.

Willow: Sorry.

Oz: I'm sorry.

Willow: Sorry.

Oz: Sorry.

Oz and Willow continue down the hall on their separate ways.

Cut to Xander briefing his group. He's got them all lined up and standing at attention.

Xander: Okay, on sleazing extra candy: tears are key. Tears will normally get you the double-bagger. You can also try the old 'you missed me' routine, but it's risky. Only go there for chocolate. Understood?

They all nod their heads.

Xander: Okay, troops.

He turns and faces down the hall. The kids follow his lead.

Xander: Let's move out.

Cut to the streets. A student dressed as a vampire is escorting a group of kids. They walk by Buffy's group coming back from a house. Buffy crouches down to see what they got.

Buffy: What did Mrs. Davis give you?

They all pull out toothbrushes.

Buffy: She must be stopped. Let's hit one more house. (gets up) We still have a few more minutes before I need to get you back.

Cut to the back room at Ethan's. He weaves a spell in Latin.

Ethan: Janus, evoco vestram animam. Exaudi meam causam. Carpe noctem pro consilio vestro. Veni, appare et nobis monstra quod est infinita potestas.

Translation: Janus, I invoke your spirit. Hear my plea. Seize the night for your own reason. Come, appear and show to us that which is infinite power.

Cut to a house. Willow follows her charges along the porch to the door.

Willow: C'mon, guys.

One of the kids wearing a green monster mask on his head rings the bell and steps back. An old lady answers the door. The kid with the mask pulls it down over his face.

Kids: Trick-or-treat!

Lady: Oh, my goodness, aren't you adorable!

Cut to Ethan's.

Ethan: Persona se corpum et sanguium commutandum est. Vestra sancta praesentia concrescet viscera. Janus! Sume noctem!

Translation: The mask transforms itself into flesh and blood. Your holy presence curdles the heart. Janus! Take the night!

Cut to Buffy. A wind begins to blow. She senses something isn't quite right.

Cut to the Lady with Willow's kids. She looks into her empty candy bucket.

Lady: Oh, dear! Am I all out?

Cut to Ethan's. He raises his head.

Ethan: Showtime!

Cut to the Lady's house.

Lady: I could've sworn I had more candy.

The kid wearing a red rubber cap with horns morphs into a horned, red skinned monster.

Lady: I'm sorry, mister monster. (bends down) Maybe I...

The kid with the green mask has changed into a monster also, and grabs the lady by the neck and begins to choke her. The other kids scream and run away.

Willow: No! Let her go!

The red monster attacks the green one, and he lets go of the lady. The two monsters are at each other's throats.

Willow: Stop! What're you doing?!

The lady runs into the house and slams the door shut.

Willow: Stop! Hey!

The two monsters keep fighting. Willow suddenly starts to feel weak.

Cut to the street. Xander is standing there watching all the parents and children running around him. Things are being thrown and windows are being broken.

Cut to Willow. She staggers a bit as the two monsters keep fighting.

Willow: Ohmigod! Can't breathe...

She collapses to the floor.

Cut to Xander. He jerks back like he's just been hit by something. He bends over slightly, looks down and lowers his toy rifle. Slowly he straightens back up and surveys the scene around him. He raises his rifle again and cradles the fully automatic M-16 in his hands. He shoulders the weapon and spins around, scanning for a target. When he doesn't immediately find one, he takes the rifle from his shoulder and holds it ready.

Cut to Willow on the porch. She gets up out of her body and looks down at it. She's only wearing her sexy outfit now without the sheet.

Willow: Ohmigod! I'm a real ghost!

She hears automatic rifle fire and turns to look.

Willow: Xander?

She runs out into the street and comes up behind him.

Willow: Xander!

He spins around and points his M-16 at her.

Willow: It's me, Willow!

Xander: I don't know any Willow.

Willow: Xander, quite messing around. This is no time for jokes.

Xander: What the hell's going on here?

Willow: You don't know me?

Xander: (lifts the rifle away from her) Lady, I suggest you find cover. (starts walking past her)

Willow: (gets in front of him) No, wait!

Xander walks right through her. They're both surprised by the experience.

Willow: Oh!

Xander turns around and points his weapon at her again. She turns to face him.

Xander: What are you?

Willow: Xander, listen to me. I'm on your side, I swear! Something crazy is happening. I was dressed as a ghost for Halloween, a-and now I am a ghost. And you were supposed to be a soldier, and now I, I-I guess you're a real soldier.

Xander: You expect me to believe that?

A monster appears across the street, growling. Xander points his rifle at it. It runs away. Willow jumps in front of him.

Willow: No! No gun! That's still a little kid in there!

Xander: Step out of the way!

Willow: No gun! That's an order!

He lowers the rifle.

Willow: We just need to find... (sees her) Buffy!

She runs across the street over to Buffy. Xander follows.

Willow: Buffy! Are you okay?

The monster is back with a friend, and they both roar as they approach.

Xander shoulders his M-16 again and takes aim.

Xander: This could be a situation.

Willow: Buffy, what do we do?

Buffy faints and falls to the ground.

~~~~~~~~~~ Part 3 ~~~~~~~~~~

The street. Xander fires off a couple dozen rounds at the approaching monsters. They turn and run. Xander lowers his rifle. The camera pans down from him to Willow kneeling beside Buffy, who's lying against a tree.

Willow: Buffy, are you alright?

Buffy: What?

Xander: Are you hurt?

Willow: Buffy, are you hurt?

Buffy: (sits up) Buffy?

Willow: (to Xander) She's not Buffy.

Xander: Who's Buffy?

Willow: Oh, this is fun. (to Buffy) What year is this?

Xander takes Buffy's hand and helps her up.

Buffy: 1775, I believe. (confused and hyperventilating) I-I don't understand. Who are you?

Willow: We're friends.

Buffy: F-friends of whom? Y-your dress... Everything is strange! How did I come to be here?

Willow: Breathe, okay, breathe. You're gonna faint again. (to Xander) How are we supposed to get through this without the Slayer?

Xander: What's a Slayer?

A monster comes around the tree behind Buffy and roars, fangs bared and claws raised to attack. Buffy screams and backs off. Xander jumps in and whacks the monster across the face with the butt of his rifle, knocking it down and out.

Xander: I suggest we get inside before we come across anything...

Buffy: (screaming) A DEMON! A DEMON! (gets behind Xander) A DEMON!

A sport utility vehicle comes driving down the street with its headlights on.

Willow: That's not a demon. It's a car.

Buffy: What does it want?

Xander: Is this woman insane?

Willow: She's never seen a car.

Xander: She's never seen a car?

Willow: She's from the past.

Xander: And you're a ghost.

Willow: Yes! Now let's get inside.

Xander: I just want you to know that I'm taking a lot on faith here. Where do we go?

Willow: (thinks) Where's the closest... We can go to a friend's.

Cut to the Summers house. Cut to the kitchen. Xander opens the door and scans the room.

Xander: All clear!

Willow: (walks in) Hello? Mrs. Summers? (no response) Good, she's gone.

Xander closes the door.

Buffy: Where are we?

Willow: Your place. Now we just need to...

There's a banging at the front door. Xander goes to investigate, and

Willow and Buffy follow.

Willow: Don't open it!

Xander: Could be a civilian.

Willow: Or a mini demon.

Buffy notices a picture on a table and goes over to look. She picks it up, and sees it's of her wearing a spaghetti strap top. She turns around as Willow comes over to her.

Buffy: This... this could be me.

Willow: It *is* you. Buffy, can't you remember at all?

Buffy: No! I, I don't understand any of this! Uh, uh, th... This is some other girl! (puts the picture back) I would never wear this, that low apparel, and I don't like this place, and I don't like you, and I just wanna go home!

Willow: You *are* home!

Buffy is practically in tears. Willow turns back to Xander.

Willow: She couldn't've dressed up like Xena?

Xander scans the outside through one of the small windows in the door.

He moves away just as a monster punches through the glass and reaches for him. It pulls its hand back as Xander raises his M-16.

Willow: Not a civilian!

Xander: Affirmative! (takes aims through the broken portal)

Willow: Hey! What did we say?!

Xander lets loose a volley of bullets. Willow winces at the noise. Buffy bows her head and covers her ears. Xander rolls away from the door when he's finished his burst.

Xander: Big noise scare monster, remember?

Willow: Got it.

They hear a woman screaming outside. Xander looks out again.

Xander: Damn it!

He opens the door and goes out to rescue whomever it is, pulling the door closed behind him. Buffy runs up to Willow.

Buffy: Surely he'll not desert us!

Willow: (shakes her head) Whatever.

She rolls her eyes and heads into the living room. Buffy is wide-eyed with fear.

Cut outside. Cordelia screams as she runs from a sasquatch.

Cordelia: Somebody help me!

She looks back at the monster chasing her and screams. When she turns back around again she runs into Xander.

Cordelia: Xander! Help me!

Xander: Come inside!

He takes her by her elbow and leads her to the house. Cut inside. Willow watches through the window. Xander and Cordelia quickly come in through the door.

Willow: Cordelia!

Cordelia: Wait a... What's going on?

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?

Willow: You know us?

Cordelia: Yeah. Lucky me. What's with the name game?

Willow: A lot's going on.

Cordelia: No kidding. I was just attacked by Jo-Jo, the Dog-Faced Boy. Look at my costume! (shows the torn sleeve) Do you really think that Partytown's gonna give me my deposit back? Not on the likely.

Xander has taken his shirt off and puts it around her shoulders.

Xander: Here.

Cordelia: Thanks.

Willow: Okay. You guys stay here while I get some help. If something tries to get in, just fight it off.

Buffy: Well, i-it's not our place to fight. Uh, surely some men will protect us.

Cordelia: What's that riff?

Willow: I-it's like amnesia, okay? They don't know who they are. Just sit tight. (starts to go)

Cordelia: Who died and made her the boss?

Willow walks through the wall behind Cordelia. Buffy stares in wide-eyed amazement.

Cut outside. Several monsters are chasing people down the street past Spike.

Spike: Well! This is just... neat!

Cut inside. Xander brings a chair over from the dining room.

Xander: (to Cordelia) You! Check upstairs. Make sure everything's locked up.

He positions the chair to help hold the table they've upended against the window in place. Cordelia heads upstairs.

Buffy: Surely there's somewhere we can go. A safe haven.

Xander: Lady said stay put.

Buffy: You would take orders from a woman? A-are you feeble in some way?

Xander: Ma'am, in the Army we have a saying: sit down and shut the...

He sees a picture on the floor

Xander: Whoa!

He picks it up. It's of the three of them.

Xander: She must be right. We must have some kind of amnesia.

Buffy: I don't know what that is, but I'm certain I don't have it. I bathe quite often!

Xander: How do you explain this?

Buffy: I don't! I was brought up a proper lady. I-I wasn't meant to understand things. I'm just meant to look pretty, and then someone nice will marry me. Possibly a Baron.

Xander: This ain't no tea party, princess. Sooner or later you're gonna have to fight!

Buffy: Fight these low creatures? (snotty) I'd sooner die. (crosses her arms)

Xander: Then you'll die.

Angel comes in from the kitchen.

Angel: Oh, good! You guys are alright. It's total chaos out there.

They both look at him.

Buffy and Xander: Who are you?

Cut to the library. Giles is going through a stack of cards he's pulled from the card catalog. He hears yelling and sirens outside and looks up, wondering what's going on. He sees Willow come though the wall and jumps in complete surprise, letting the cards fly all over the place.

Giles: Jeez!

Willow: Hi.

Giles: (calms down a bit) Uh... ah... (speechless) huh...

Cut to Buffy's house.

Angel: Okay, somebody wanna fill me in?

Xander: Do you live here?

Angel: No, and you know that. Buffy, (she jumps) I'm lost here. You... What's up with your hair?

Cordelia: (comes back in) They don't know who they are, everyone's turned into a monster, it's a whole big thing. (smiles) How are you?

The lights go out. Buffy grabs Cordelia in fright.

Cordelia: Do you mind?

Buffy lets go of her.

Xander: (to Angel) You take the princess and secure the kitchen. Catwoman, you're with me.

Cordelia follows Xander as Angel heads for the kitchen.

Buffy: But I don't wanna go with you! I-I like the man with the musket!

Angel: (takes her arm) C'mon.

Buffy: Do you have a musket?

They go into the kitchen. Angel sees that the door is open.

Angel: I didn't leave that open.

He quietly moves toward the door as he looks around for an intruder. He closes the door. The basement door behind Buffy opens, and a vampire attacks her. She tries to push the door closed on him. Angel grabs the vampire and wrestles him to the floor. It's the student escort in a vampire costume.

Angel: A stake!

Buffy: A what?

Angel: Get me a stake!

Buffy looks around and grabs a knife she sees on the counter.

Angel: Hurry up!

He turns to look what's keeping her and has his game face on. Buffy screams at the top of her lungs. She runs for the door.

Angel: Buffy, no!

She opens the door and runs out.

Cut to the library. Giles is in the cage getting a stack of old papers.

He blows the dust off of them and comes back out. Willow is looking at a book.

Willow: I don't even know what I'm looking for. Plus I can't turn the page.

Giles: Well, alright, l-let's, let's, let's review. (sets the papers on the table) Um, so everybody became, uh, whatever they were masquerading as.

Willow: Right. Xander was a soldier and Buffy was an 18th-century girl.

Giles: (confused) A-and, uh, your, your costume?

Willow: I'm a ghost!

Giles: Yes. Um... w, uh, uh, uh, the ghost of what, exactly?

Willow: (covers her midriff with her arms) Well, this is nothing. You should see what Cordelia was wearing. A-a, a unitard with cat things, like ears and stuff.

Giles: Good heavens. Uh, sh-sh-she became an actual feline?

Willow: No! She was the same old Cordelia. Just in a cat costume.

Giles: She didn't change.

Willow: No. Hold on... Partytown. She told us she got her outfit from Partytown.

Giles: A-a-and everyone who changed, they, they, they, they acquired their costumes where?

Willow: We all got ours at a new place. Ethan's.

Cut to an alley. Buffy runs between all the trash that's piled up there.

Cut to the street. Cordelia, Angel and Xander are looking for Buffy.

Xander has his rifle raised and ready. The camera follows them as they walk.

Xander: Are you sure she came this way?

Angel: No.

Cordelia: She'll be okay.

Angel: *Buffy* would be okay. Whoever she is now, she's helpless. C'mon!

The camera moves behind a tree where Spike is hiding and overhearing their conversation. He turns to the child monsters Willow was chaperoning.

Spike: Do you hear that, my friends?

The monsters nod and growl.

Spike: Somewhere out here is the (cut to Buffy running down the alley) *tenderest* meat you've *ever* tasted, and all *we* have to do is find her first!

Buffy has stopped running and leans against a crate. She sniffs and looks around, frightened.

~~~~~~~~~~ Part 4 ~~~~~~~~~~

The alley. Buffy looks around, trying to decide what to do. She lifts her skirt a bit and starts to walk. She turns around to look behind her and takes a few steps backward. When she turns back around Larry, who has turned into a pirate, startles her. He smiles widely at her, showing his rotten teeth.

Larry: Pretty, pretty!

Buffy tries to run away, and Larry gives chase.

Cut to Ethan's Costume Shop. Giles looks around as he and Willow come in.

Giles: Hello! Anyone home?

Willow sees the curtain to the back room partially open.

Willow: Giles...

They slowly go in and see the statue of Janus there. Its eyes glow green.

Giles: Janus. Roman mythical god.

Willow: What does this mean?

Giles: Primarily the division of self. Male and female, light and dark.

Ethan: (appears) Chunky and creamy. Oh, no, sorry, that's peanut butter.

Giles stares at Ethan as though he's seen a ghost.

Giles: Willow, get out of here, now.

Willow: But...

Giles: Now!

She obeys him and goes.

Giles: Hello, Ethan.

Ethan: Hello, Ripper.

Cut to the alley. Buffy backs away from Larry. She turns to run, but trips and falls. Her gown billows out around her. Larry grabs her as she tries to get up and shoves her against a crate. He pushes her hair away from her frightened face and moves in to kiss her. Xander comes running and tackles Larry down to the pavement. He gets up and pulls Larry up and into a metal warehouse door. He punches him in the face and gut.

Larry pushes him off and into the opposite alley wall and punches him back in the gut. Xander grabs Larry's arm and pulls it behind his back, forcing him to bend over, and knees him in the stomach. Cordelia arrives behind Buffy with Angel.

Cordelia: Buffy! Are you okay?

Buffy sees Angel, yelps and cowers behind a box.

Cordelia: What's your deal? Take a pill!

Larry attacks Xander with his pirate's sword. Xander sidesteps him, grabs him by the wrist and twists his arm around, making him drop the sword. He lifts Larry back up and punches him, sending him sprawling into a pile of trash.

Buffy: He's, he's a vampire!

Cordelia: (to Angel) She's got this thing where she thinks... (exasperated) Uhhh, forget it. (to Buffy) It's okay. Angel is a good vampire. He would never hurt you.

Buffy: (slowly stands up) Really?

Cordelia: Absolutely. He's our friend.

Angel heads over to Xander fighting Larry. Xander punches Larry, sending him into the pile of trash and a stack of boxes again. Several boxes fall off of the top and onto Larry. He is knocked out cold.

Xander: (to Angel) It's strange, but beating up that pirate gave me a weird sense of closure.

Willow comes running down the alley from the other end.

Willow: Guys!

Angel: Willow!

Willow: Guys, you gotta get inside.

She looks back and they see Spike and his monster gang coming.

Xander: We need a triage!

Angel: (points the other way) This way! Find an open warehouse.

Xander turns and picks up his rifle.

Xander: Ladies, we're on the move!

He quickly heads down the alley. Cordelia and Willow follow him. Angel lifts Buffy and carries her away. Spike and the monsters walk after them at a quick, deliberate pace.

Cut to Ethan's.

Ethan: What? No hug? Aren't you pleased to see your old mate, Rupert?

Giles: I'm just surprised I didn't guess it was you. This Halloween stunt stinks of Ethan Rayne.

Ethan: Yes, it does, doesn't it? Don't wish to blow my own trumpet, but it's genius. The very embodiment of 'be careful what you wish for'.

Giles: It's sick, brutal, and it harms the innocent.

Ethan: Oh, and we all know that you are the champion of innocents and all things pure and good, Rupert. It's quite a little act you've got going here, old man.

Giles: It's no act. It's who I am.

Ethan: Who you are? The Watcher, sniveling, tweed-clad guardian of the

Slayer and her kin? I think not. I know who you are, Rupert, and I know what you're capable of. (considers) But they don't, do they? They have no idea where you come from.

Giles: Break the spell, Ethan. Then leave this place and never come back.

Ethan: Why should I? What's in the bargain for me?

Giles: You get to live.

Ethan: Oh, Rupert, you're scaring me.

Giles punches him in the gut with a left, making him double over, and follows up with a right to the face.

Cut to the alley. Angel has gotten ahead of the others and finds an open warehouse.

Angel: Over here!

Xander pushes the door aside, and they all hurry in.

Xander: Check if there are any other ways in!

He slides the door closed again as Angel sets Buffy back down on her feet next to Cordelia.

Angel: Just stay here.

The monsters arrive and start pounding on the door from outside. Xander picks up a large grate and sets it in front of the door on top of some barrels he's already moved into place. Buffy is holding on tightly to Cordelia.

Cordelia: Oh, faboo, more clinging.

Xander picks up another grate and sets it behind the first one as the monsters get the door open. They pound against it as he tries to hold it in place.

Xander: GOOOOO!

They all start running again, and Xander follows when he can no longer hold the grating against the monsters. The grates fall to the floor as two monsters come in and push the barrels aside. Spike follows them in and looks around. He leads the monsters off after them.

Cut to Ethan's. Ethan is on the floor, severely beaten up.

Ethan: And you said the Ripper was long gone.

Giles: Tell me how to stop the spell.

Ethan: Say 'pretty please'.

Giles kicks him hard in the kidney, and he yells out in pain.

Cut to the warehouse. Spike has caught up with them, and the monsters hold Xander and Angel. He slowly closes in on Buffy as she backs away, trembling.

Spike: Look at you. Shaking. Terrified. Alone. Lost little lamb.

Buffy has backed up against a crate and can't go any further. Spike slaps her across the face with the back of his hand.

Spike: I love it.

Angel struggles with the two monsters holding him.

Angel: Buffy!

Spike puts his left hand around her throat and bends her backward onto the crate. He strokes her forehead with his right hand. Xander struggles with his two captors. Spike grabs Buffy's hair and closes in for the bite.

Cut to Ethan's. Giles kicks him again.

Giles: Now, tell me how to stop the spell.

Ethan: Janus. Break its statue.

Giles grabs the statue and lifts it over his head to smash it.

Cut to the warehouse. Xander gets free of the monsters and punches one in the face, the other in the gut, and then shoves the second monster into the first. Spike closes in on Buffy. Xander turns his attention to Spike.

Willow: Now that guy you *can* shoot.

Xander grabs his M-16.

Cut to Ethan's. Giles throws the statue hard to the floor, smashing it into tiny pieces.

Cut to the warehouse. Xander shoulders his toy rifle.

Xander: What the...

The monsters have all turned back into children and student escorts. The kids are frightened, and begin to cry and complain.

Kid: I'm scared! I want my mommy!

Spike looks back at them and straightens up. He pulls on Buffy's hair to pull her up and finds he just has a wig in his hands. He looks at Buffy. She gets up off of the crate and smiles at him.

Buffy: Hi, honey. I'm home.

She punches him in the gut, twice in the face, and kicks him in the chest, making him stagger back into a set of mobile stairs. He grabs a length of pipe that's leaning there and swings it at her. She catches the end of it and pulls him around and into the crate he had her against. She uses the pipe like a quarterstaff and swings it into his jaw and jabs him in the stomach. He doubles over in pain.

Buffy: You know what? It's good to be me.

She brings the pipe up into his chin from underneath. He flies back onto the crate, then slides off onto the floor.

Cut to Ethan's. Giles looks behind him and sees that Ethan has gone.

Cut to the warehouse. Buffy is through fighting. Spike gets up and growls at her, then makes a hasty retreat. Buffy drops the pipe and turns to the others. Xander comes over to her.

Xander: Hey, Buff. Welcome back.

Buffy: Yeah! You, too.

Cordelia: You guys remember what happened?

Xander: It was way creepy. It's like I was there, but I couldn't get out.

Cordelia: Yeah, I know the feeling. This outfit's totally skintight.

She looks up at Angel as he comes over to Buffy.

Angel: You okay?

Buffy: Yeah.

He puts his arm around her shoulders and leads her away.

Cordelia: Hello?! It felt like I was talking, my lips were moving and...

Xander: (shakes his head). Give it up, Cordy. You're never gonna get between those two. Believe me, I know.

Cordelia: Well, (indicates the kids) I guess you better get them back to their parents.

Xander: (looks around) Yeah, everybody seems to... Where's Willow?

Cut to the house where Willow collapsed. The camera pans from the pumpkin over to her. She wakes and gets up, pulling the ghost sheet off. She's a bit out of breath. She realizes how she's dressed and starts to put the sheet back on, but thinks better of it and throws it into a trashcan as she walks off the porch.

Cut to the street. Oz is driving along in his van. He pulls to a stop at an intersection and sees Willow cross the street in front of him. He watches her as she continues away. "How She Died", by Treble Charger, plays on the van's stereo.

Lyrics: You got the best of me / And, gee, you took so long / The things you put me through / Seemed to be so wrong

Oz: Who is that girl?

Lyrics: You took your...

Cut to the Summers house. Cut to Buffy's room. Angel is lounging on her bed. She opens the door and comes in wearing a tank top and sweatpants.

Buffy: Tada. Just little old 20th-century me.

Angel: Sure you're okay?

Buffy: I'll live.

She walks over to him, and he sits up on the bed.

Angel: I don't get it, Buffy. Why'd you think I'd like you better dressed that way?

Buffy: (sits next to him) I just wanted to be a real girl for once. The kind of fancy girl you liked when you were my age.

Angel: (ironically) Oh, ho.

Buffy: What?

Angel: I hated the girls back then. Especially the noble women.

Buffy: (nods) You did.

Angel: They were just incredibly dull. Simpering morons, the lot of them. I always wished I could meet someone... exciting. (looks her in the eyes) Interesting.

Buffy: Really? Interesting how?

Angel: You know how.

Buffy: Still, I had a really hard day. You should probably tell me.

Angel: (smiles and draws nearer) You're right. I should.

Buffy: (gets closer) Definitely.

They kiss gently yet passionately. She cradles his face in her hands.

Cut to Ethan's. The place has been emptied. Giles comes in the front door. He walks over to the main counter and looks around. He sees a note propped up on another counter and goes over to it. He picks it up and reads it.

Note: Be seeing you...

Report Transcript Error