On Halloween Buffy, Willow and Xander are "volunteered" by Principal Snyder to take groups of kids trick-or-treating. Buffy seizes the opportunity to impress Angel by dressing as a woman from the time when he was human. When most of the kids in Sunnydale magically become whatever they were dressed as, it is up to soldier-Xander and ghost-Willow to find a way to break the spell and defend Buffy, who is now a weak and frail 18th century noblewoman.moreless
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Buffy Anne Summers
Alexander 'Xander' Harris
When Ethan is invoking the power of Janus in Latin, this is what he actually says:
Janus, I call forth your spirit. Hear my cause, seize the night for your purpose. Come, appear, and show to us that which is infinite power. The mask is transformed into flesh and blood. Your holy presence curdles the heart. Janus! Take the night!
The gun that Xander has after he changes is a M4A1, which is used by most U.S Navy S.E.A.L.s.
Goof: When Xander is trying to get a drink out of the vending machine, he first hits Dr. Pepper, then he hits Coke when the machine won't dispense a drink. When a drink finally comes out of the machine when Buffy "comes to his rescue" the can is actually a Diet Dr. Pepper, which oddly enough is not even an option on the vending machine.
Goof: When the kid wearing the red demon mask changes from a child to a demon (Willow's group), his face morphs into a demonic visage. But then the camera shot moves, and you can see the back of his head, where it is obvious that he hasn't changed into a demon yet.
Nitpick: Snyder said Buffy wouldn't need a flashlight (after she said she couldn't hold one due to carpal tunnel) because the trick or treating was from 4-6, but they were still trick-or-treating after dark.
Nitpick: When Buffy and Willow are in the bathroom looking at the diary, Buffy says that it doesn't have a name for the girl whose image is drawn there. If you look carefully, however, the caption reads, "Sarah Goodbrink."
Nitpick: In the scene where Oz sees Willow crossing the street in her Halloween costume, he is driving a different van from what we have seen and will see in future episodes. It is left-hand drive and is a different color.
Goof: Just like in "Inca Mummy Girl", Buffy's front door opens on the opposite side of normal - it can be seen when Xander lets Cordelia in.
Goof: When Willow is told to get out of the costume shop by Giles, she bumps into the curtain a little bit, making the curtain move (she should not be able to at this point since she is a ghost).
Goof: In the costume shop after Giles tells Willow to leave, you can clearly hear the door open and close, even though she is supposed to be a ghost.
Angel: I thought we had...
Buffy: A date. So did I. But who am I kidding? 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.
Angel: I hated the girls back then. Especially the noble women.
Buffy: You did?
Angel: They were just incredibly dull. Simpering morons, the lot of them. I always wished I could meet someone... exciting. Interesting.
Willow: (After everyone turns into their Halloween costumes, Buffy, now a defenseless noblewoman, faints when seeing monsters) Buffy, are you all right?
Xander: Are you hurt?
Willow: Buffy, are you hurt?
Willow: (to Xander) She's not Buffy.
Xander: Who's Buffy?
Willow: (to herself) Oh, this is fun.
Willow: 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?
Oz: (Sees Willow walking) Who is that girl?
Willow: 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.
Giles: I'll have you know that I have very, um, many relaxing hobbies.
Buffy: Such as?
Giles: Well, um... I enjoy cross referencing.
Buffy: Do you stuff your own shirts or do you send em out?
Xander: Halloween, quiet? Wow, I figured it would be a big old vamp scare-a-palooza.
Buffy: Not according to Giles. He swears that tomorrow night is like dead for the undead. They stay in.
Xander: Those wacky vampires, that's why I love em. They just keep ya guessing!
Cordelia: Buffy, love the hair. It just screams street urchin.
Ethan: 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. But they don't, do they? They have no idea where you come from.
Giles: Janus. Roman mythical god.
Willow: What does this mean?
Giles: Primarily the division of self. Male and female, light and dark.
Ethan: Chunky and creamy. Oh, no, sorry, that's peanut butter.
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!
Buffy: Angel's a vampire. I thought you knew.
Cordelia: Oh, he's a vampire. Of course! But the cuddly kind. Like a Care Bear with fangs?
Willow: It's true.
Cordelia: You know what I think? 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.
Snyder: Miss Summers. Just the juvenile delinquent I've been looking for.
Soldier Xander: (referring to Pirate Larry) It's strange, but beating up that pirate gave me a weird sense of closure.
Soldier Xander: I suggest we get inside before we come across another--
18th Century Buffy: A demon! A demon! A demon!
Ghost Willow: It's not a demon, it's a car!
18th Century Buffy: What does it want?
Soldier Xander: Is this woman insane?
Ghost Willow: She's never seen a car.
Soldier Xander: She's never seen a car?
Ghost Willow: She's from the past.
Soldier Xander: And you're a ghost?
Ghost Willow: Yes! Now let's get inside!
Soldier Xander: I just want you to know that I'm taking a lot on faith here.
Xander: Hey, Larry. You're looking cro-mag as usual. What can I do ya for?
Larry: You and Buffy are just friends, right?
Xander: I like to think of it less of a friendship, and more like a solid foundation for future bliss.
Larry: So, so she's not your girlfriend?
Xander: Alas, no.
Larry: Do you think she'd go out with me?
Xander: Well, Larry that's a tough question to... no, not a chance.
Larry: Why not? I heard some guy say she was fast.
Xander: I hope you mean like the wind.
Larry: You know what I mean.
Xander: Hey look! That's my friend you're talking about.
Larry: Oh yeah, what are you gonna do about it?
Xander: I'm gonna do what any man would do about it. (Grabs Larry by the collar) Somethin' damn manly.
Buffy: (pushes Larry against the soda machine) Get gone. (a soda falls out and she takes it) Ooh! Diet!
Xander: Do you know what you just did?
Buffy: Saved you a dollar?
Xander: No, Larry was about to pummel me!
Buffy: Oh, that? Forget about it.
Xander: Oh, I'll forget about it. In maybe about fifteen, twenty years when my rep for being a sissyman finally fades.
Buffy: Xander, don't you think...
Xander: A black eye heals, Buffy, but cowardice has unlimited shelf-life. Oh, thanks, thanks a lot for your help. (walks away)
Buffy: I think I just violated the guy code big time.
Willow: Poor Xander. Boys are so fragile.
Buffy: You're beginning to scare me, Giles. You need to have some fun. 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.
Willow: Ok, 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?
Buffy: I'll never be like this.
Willow: C'mon, she's not that pretty. I mean, look at her. She's got a funny... waist. Look how tiny that is.
Buffy: Thank you. Now I feel better.
Willow: No, she's like a freak. A circus freak. Yuck.
Snyder: Halloween must be a big night for you. Tossing eggs, keying cars, bobbing for apples. One pathetic cry for help after another. Well, not this year, missy.
Buffy: Gosh, I'd love to sign up, but I recently developed carpal-tunnel syndrome, and can tragically no longer hold a flashlight.
Spike: Well! This is just.... neat!
Cordelia: (about Willow) Who died and made her boss?
Drusilla: Do you love my insides? The parts you can't see?
Spike: Eyeballs to entrails, my sweet.
Drusilla: Do you know what I miss? Leeches.
Cordelia: Oz! Oz.
Oz: Hey, Cordelia. You're like a great big cat.
Cordelia: That'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! Geez, get with the program! (walks away)
Oz: (sarcastic) Why can't I meet a nice girl like that?
Buffy: Just look at this.
Willow: It's amazing.
Xander: Too bulky, I prefer my women in spandex.
Buffy: Whatcha got?
Willow: A time honored classic.
Buffy: Okay Will, can I give you a little friendly advice?
Willow: It's not spooky enough?
Buffy: It's just... You're never going to get noticed if you keep hiding. You're missing the whole point of Halloween.
Willow: Free candy?
Willow: No, no, no. I don't get wild. Wild on me equals spaz.
At the beginning of the episode, while Angel and Cordelia are talking -- "Shy" by Epperley.
While Willow is walking home -- "How She Died" by Treble Charger.
Ethan mentions Giles' nickname 'Ripper.' At one point, there were plans for a spin-off by this name, centering on Giles and his past. Unfortunately, the plans were scrapped when a deal could not be reached.
Oz is driving a Zebra-styled painted van, with the steering wheel on the right.
This is the first time Giles's old nickname (Ripper) is used. It also introduces his shady past.
In this episode, we learn that the supernatural is supposed to lay low on Halloween.
Although never said on the show, the Sunnydale High Yearbook revealed that Larry's last name is Blaisdale.
Xander: Hey, Larry. You're looking cro-mag as usual.
Xander was alluding to Cro-Magnon, the term for early European human ancestors with stout builds and larger skulls.
Casper is a cartoon ghost known for being friendly.
Xander: (to Cordelia) Catwoman, you're with me.
Catwoman, aka Selina Kyle, was one of Batman's nemeses in the comics, TV Show, cartoons, and in 1992's Batman Returns. She had a cat fetish and dressed in a skin tight leather clad outfit.
Ethan Rayne: Be Seeing You!
This phrase (which Ethan leaves behind on a card for Giles) was a catchphrase of the 60's English show The Prisoner. It was a standard form of greeting, ironic since a) everyone was prisoners - it's not like they had much choice but to see each other, and b) the authorities kept everyone under constant surveillance. The phrase was later used by J. Michael Straczynski as a catchphrase for Psi-Cop Bester on Babylon 5.
Buffy: Honey, I'm home!
"Honey, I'm home" is a famous phrase - mainly remembered from the cartoon The Flintstones.
Cordelia: I was just attacked by JoJo, the dog faced boy.
A reference to the side-show freak from the early 1900s.
Willow: She couldn't have dressed up like Xena.
Unlike Buffy's choice of helpless, 18th century noble woman, Xena (played by Lucy Lawless) is a strong fighter. She first appeared in Hercules: The Legendary Journeys and then got her own television series, Xena: Warrior Princess. Xena and Buffy are often compared as strong female characters. Also, in the closest crossover that these two shows could ever have, the producers of Xena were so touched by the reference that in a later episode Xena mentions a play called 'Buffus, the Bacchae Slayer'.
Ethan: I feel quite moved to make you a deal you can't refuse.
Reminiscent of the line from The Godfather "I'll make him an offer he can't refuse." In the movie, the line carries with it an implied threat. Though it's not clear at the time, Ethan's offer actually proves threatening to Buffy.
Cordelia: Like a Care Bear with fangs.
Popular in the early to mid 1980's, Care Bears are a series of cute, themed stuffed animals. They later became a cartoon by the same name.
Xander: I figured it'd be a big, old vamp scare-a-palooza.
Likely a play on Lollapalooza, one of the first, biggest, and best known of the current, annual, summer music festivals.
Cordelia: You call that leather? My Barbie dream car had nicer seats.
From the collection of miscellaneous accessories for the Barbie dolls by Mattel. Many of the Barbie add-ons were "dream" things.
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