It's time for Buffy and Angel's first actual date and she's late -- she's been off slaying, while, unbeknownst to her, an undead bystander has videotaped her actions for Spike to study. But other matters need attending to -- Buffy, Willow and Xander have been shanghaied into being trick-or-treat chaperones for Halloween. Buffy's disappointed, as this is the one night she has heard on which the undead like to chill, and she was looking forward to doing nothing. Buffy and Willow realize they know very little about Angel's personal life, and decide to steal Giles' watcher journals. They stumble upon a picture of a beautiful noblewoman from 1775 -- when Angel was 18 -- and Buffy feels extremely inadequate. While costume shopping, Buffy finds a dress just like the one the noblewoman wore. Xander decides to wear army fatigues, and Willow goes for a cheesy ghost costume. Meanwhile, Spike is off watching the video of Buffy and his girlfriend Drusilla predicts Buffy will become weak on Halloween from some new outside force -- the costume salesman, who we see chanting to a statue by candlelight.

On Halloween, Willow dresses like a hoochie mama. Buffy is delighted, but Willow chickens out and is a ghost once again. While Buffy the noblewoman, Willow the ghost, and Xander the soldier are out with their little trick-or-treaters, things start changing, thanks to our chanting costumer, and the three become the characters they were pretending to be. Now that Buffy is no longer the slayer, Spike goes to kill Buffy. Giles figures out that the costume shop is somehow involved, and discovers the chanter -- who is actually an old friend, Ethan. Ethan threatens to reveal secrets about Giles to Sunnydale, but Giles decks him and demands to know how to break the spell. As Giles shatters the statue, as instructed by Ethan, Spike is just about to kill Buffy. In the nick of time, she returns to being Buffy the Vampire Slayer and pummels Spike, who runs off. Once they're finally alone, Buffy tells Angel she dressed like that to please him, but he admits he hated those noblewomen -- he wanted someone exciting and interesting. They make out at last -- who said the undead don't like to have fun on Halloween? The next day, Giles returns to Ethan's store, which is bare except for a note which says, "Be seeing you."