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Episode Recap

It's Halloween in Sunnydale, a night when the local vampires traditionally take the night off, so Buffy is looking forward to spending some quality relaxation time. But her plans are squashed when Snyder forces the Slayer and her friends to help a group of children safely go trick-or-treating around Sunnydale.

The three friends head off to a newly opened costume shop to look for costumes to wear while trick-or-treating. Buffy spots a gorgeous 18th century style gown and recalls seeing a photo of a woman in a similar dress featured in the pages of Giles' watcher diaries. A shop clerk encourages the Slayer to buy the dress, even offering her a significant discount to make the sale. Keen to impress Angel, Buffy buys the dress while Willow decides to go for the "sheet over the head" ghost outfit, and Xander picks out a set of military clothes to wear.

Later, the shop is nearly empty, except for the shop clerk who encouraged Buffy to buy the period costume. But now the clerk seems much less innocuous as we watch him chanting close to a statue and lit candle. At the same time, Drusilla feels that something has changed in the air. She informs Spike that although it's Halloween, she senses that the time is ripe to attack the Slayer as she does not have her usual strength.

As Drusilla correctly predicted, Buffy isn't at full strength... something is happening to her and her friends. The shopkeeper's chants began a spell that forces people to assume the character of the costume they are wearing. And as a side effect, they all have no idea who they are - or who they were! Xander, who was in military clothes, starts trying to take charge of the situation, pointing his gun at anything that moves; while Willow, who donned a ghost outfit, is trying to come to terms with how people seem to be able to walk right through her. Assuming something is afoot, and not affected by memory loss, she seeks the help of Giles for an explanation. Buffy, as predicted, has lost her Slayer powers, and has taken on the persona of an 18th century noblewoman. She has never been more vulnerable to attack... and worse, Spike and Dru know it.

It is then that they bump into Angel and Cordelia, who seems immune to the nasty spellwork. Cordelia is dressed as a cat, but has retained her human appearance, rather than taking on a feline likeness. As it turns out, Cordelia wasn't affected because she purchased her costume at another, more upscale costume store. Good thing too, because someone has to work out what's happened to the Scooby Gang.

While Cordelia and Angel are trying to work out what's happening, Spike decides the time is ripe to go hunting. The Slayer's gang, led by Angel and Xander, manage to make there way through the back alleys of Sunnydale and seek refuge in an empty warehouse; however, they are being quickly tracked down by Spike and his minions, who are hot on their heels.

Willow manages to find Giles in the school library, and after explaining what's happening outside, it becomes clear to Giles that the problem arose at the costume shop. He makes his way there to be greeted by the shopkeeper, Ethan Rayne - and it becomes apparent that the two know each other. Giles is angered when Ethan threatens to tell Sunnydale the truth about his past, and reveal the truth about "Ripper" (This is Ethan's nickname for Giles).

Giles demands Ethan break the spell he has cast, and then catches sight of the small room where the statue and burning candle are keeping the spell active. He immediately rushes across and smashes the statue into hundreds of pieces on the floor. The spell is finally broken.

As it turns out, the spell was ended just in time. Spike and his gang had managed to gain entry into the warehouse where Buffy and her friends are hiding. Spike is just about to attack when Buffy's Slayer strength returns. A fight ensues, and eventually Spike makes a rapid retreat with the rest of his gang.

Buffy and Angel start to talk about her costume and Buffy is pleased to hear that he never liked girls from that era as they where so boring - he wants someone exciting and interesting. They are both alone now, and start to make the rest of Halloween a night to remember.

The next day, Giles heads back down to the costume shop to confront Ethan, but on his arrival the shop has been cleared. The only thing left is a small note which reads "Be seeing you."