On the Season 1 DVD set, several scenes from this episode are shortened or removed. More scenes are shown in the syndicated version. Some scenes are in a different sequence on the DVD version, e.g., some scenes from part 1 are in part 2.
Hilary is having a Halloween party and does not want Will and Carlton to be there. After some persuasion, she permits the two to come to the party. Will and Carlton claim they have dates in front of Hilary and the two then make a bet to find a date by midnight.
The family goes shopping at the mall for costumes for the party. They agree to meet back at the car at 5 P.M. sharp, but all of the family gets distracted.
Will and Carlton go searching for dates throughout the mall. Philip's attention is in a gadget shop. Hilary looks for a costume while Ashley tries to look for one, but Hilary selfishly prohibits her. Meanwhile, Vivian is discovered by a clerk who says she has singing talent and she records some music with her as the vocalist.
Will and Carlton try nearly every girl only to be turned down. They finally see a girl who would be perfect and they both go for her.