Season 2 | Episode 18 | “Halloween”

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Episode Summary

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.”

Shooting Scripts

Teaser

FADE IN:
EXT. PUMPKIN PATCH – NIGHT
We move through a pick-em yourself patch to a wooden sign on a post: POP’S PUMPKIN PATCH –
ONLY 2 DAYS TILL HALLOWEEN! (5, 4 & 3 DAYS ARE ALREADY CROSSED OUT.)
We TILT DOWN to reveal a jack-o’-lantern, its candle flickering when:
SLAM! A body falls on the jack-o’-lantern, CRUSHING it. A beat. Then the fallen person moves and
we see that it’s BUFFY, covered in jack-o-muck. She’s breathing hard – in battle mode. She rolls,
grabs a baby pumpkin – HURLS it at the VAMPIRE descending on her. The pumpkin hits the vamp in
the face, momentarily throwing him off his game.
CLOSE ON VAMP
Who starts to recover when – BAM! Another baby pumpkin gets him square between the eyes. He
stumbles back.
BUFFY
Whips out a stake and FIRES it at the vamp, who manages to sidestep and CATCH IT. Buffy notes this
with interest, if not dire concern.

BUFFY
Hmmn.

The vamp SNAPS the stake in half and moves in. Buffy takes a defensive posture as the vamp
performs a few moves on her. Two SIDEARM blows and LOWER KICK send Buffy to the ground.
VIDEO CAMERA P.O.V. – THE FIGHT
Through the VIEWFINDER of a HOME VIDEO CAMERA – we see the fight in progress.
BACK ON PUMPKIN PATCH
A man we can’t quite make out is lurking. VIDEOTAPING Buffy and the vamp from behind the
cashier’s booth a safe distance away.
VIDEO CAMERA P.O.V. – THE FIGHT
We see Buffy getting a few more hits in. Two hard UPPERCUTS and a JUMPKING KICK that catches
the vamp in the jaw.
The LOW BATTERY indicator flashes in the corner of the viewfinder. We hear a frustrated GRUNT.
The IMAGE SHAKES, refocuses on BUFFY, who’s now gained the upper hand. A vicious HEAD BUTT
and a swift KICK to the vamp’s CHEST send him headlong into a pile of pumpkins.
Buffy BREAKS THE WOODEN SIGN that advertises the pumpkin patch at the base, then uses the
jagged end of the post as a STAKE. She drives it deep into the VAMP’S HEART. VAMP DUST.
There is a FLASH of STATIC on the video image. Buffy gets to her feet. Walks away.

The VIDEO IMAGE goes to snow.
BACK ON PUMPKIN PATCH
The man who was lurking steps out of the shadows, still holding the video camera to his eye.
The RED RECORD LIGHT goes out.
The man comes forward and lowers the video camera to reveal: the face of a VAMPIRE. He smiles,
pleased with his efforts as he watches Buffy walk away.
Then he too disappears into the night.

BLACK OUT.

END OF TEASER
Act One

INT. THE BRONZE – NIGHT
Another night at the Bronze. We move through the crowd until we land on ANGEL, sitting at a table
alone. Looking a little bored, impatient. A voice snaps him out of his brooding.

CORDELIA (O.C.)

I know. Is the Bronze not-happening,

or what?

Angel looks up to see CORDELIA standing over him. Looking amazing, as usual. And knowing it, as
usual.

ANGEL

Um, hi. I’m waiting for Buffy.
CORDELIA
Great.
Cordy sits down. Makes herself comfortable.

CORDELIA

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 be a flake. Well, his loss is
your incredible gain…

She drones on. Angel isn’t thrilled, smiles thinly.
ON BUFFY
Who enters, looking a little sheepish. She’s worked from the pumpkin patch episode. Runs her
fingers through her hair, pulling seeds and bits of pumpkin muck from it. She sees –
ANGEL & CORDELIA
At the table. Cordelia says something. Laughs. Angel shakes his head – finally laughs, too. Maybe at
her. Maybe not. Cordelia looks radiant – in full flirt mode.
ON BUFFY
Who looks at herself. At the mess that is Buffy. She hesitates. Then starts to turn away.
ON ANGEL
Who sees her. Gets up despite the fact that Cordelia is chattering away-

CORDELIA

…So then I told Devon – you call that
a leather interior? My Barbie Dream Car

had nicer seats-
ANGEL

Buffy?
He gets up. Leaves a befuddled Cordy mid-rant. He moves to
BUFFY
Who, caught, tries to put on her game face.

BUFFY
Oh. Hi. I’m…
ANGEL
Late.
BUFFY
Rough day at the office.

Angel smiles – notices something in her hair. He pulls a piece of straw from her locks. Hands it to her.

ANGEL
So I see.
BUFFY
(humiliated)
Hey. It’s a look.
A… seasonal… look.

Cordelia passes. Smirks to Buffy.

CORDELIA
Buffy. Love your hair.
It just screams street urchin.

That’s it. Buffy gives.

BUFFY

You know what? I need to go…
put a bag over my head.
ANGEL

Don’t listen to her. You look fine.

BUFFY
You’re sweet.
(then)
A terrible liar. But sweet.

She turns to go. Angel stops her.

ANGEL

I thought we had… you know.

Buffy turns back – vents.

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

and stuff. You know what I
think about? Ambush tactics. Beheading.

(then)

Not exactly the stuff dreams are made of.

She goes. Angel is at a loss. Cordelia glides up with two coffee cups in hand, triumphant.

CORDELIA
(to Angel)
Cappuccino?

INT. SUNNYDALE HIGH/HALL – DAY
The hall, decorated for Halloween, is buzzing with students moving to and from class. A long table
has been set up with signs that announce “VOLUNTEERS ARE WINNERS” and “SAFE AND SANE
HALLOWEEN”. A few kids sit behind the table with sign up sheets.
CLOSE ON PRINCIPAL SNYDER
Who grabs an unsuspecting young girl.

GIRL
Hey!
MR SNYDER
You’re volunteering.
GIRL

But I have to get to class-
He steers the reluctant kid to the sign-up table.

ON BUFFY, WILLOW & XANDER
Who wander past, curious.

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?
XANDER

A bunch of little kids need people
to take them trick-or-treating.
Sign up and you get your very
own pack of sugar hyped

runts for the night-
BUFFY

Yikes. I’ll stick to vampires-
A hand falls on her shoulder. Snyder.

MR SNYDER
Ms. Summers. Just the juvenile
delinquent I’ve been looking for.

BUFFY
Principal Snyder-

MR SNYDER

Halloween must be a big night for
you, huh? Tossing eggs. Keying cars.
Bobbing for apples. One pathetic cry
for help after another. Well. Not this

year, missy.
He walks her to the table. Willow and Xander follow.
BUFFY

Gosh, I’d love to volunteer, but I
recently developed… carpal tunnel
syndrome and, tragically, I can no

longer hold a flash light-
Snyder hands her a pen.

MR SNYDER

The program starts at four and the
children have to be home by six thirty.
Now Snyder turns his attention to Xander and Willow. Hands THEM both pens.
INT. SCHOOL LOUNGE – DAY
Buffy, Willow, & Xander enter. Looking dejected.
XANDER

I can’t believe this. We have to
dress up and the whole deal?

WILLOW

Snyder said costumes were “mandatory.”

BUFFY

Great. I was going to stay in and veg.
It’s the one night a year that things
are supposed to be quiet for me.

XANDER

Halloween quiet? 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
un-dead. They stay in.
XANDER

Those wacky vampires. That’s what I
love about ’em. They just keep you guessing.

Buffy and Willow move ahead as Xander stops at the drinks machine. He puts in change, but nothing
comes out. Xander is approached by LARRY, a large, ill-tempered jock. He slams a MEATY HAND on
him.

LARRY
Harris.
XANDER

Larry. Looking very cro mag, as usual.
What can I do for you?

Larry glances at BUFFY and WILLOW, who are sitting and talking on one of the couches, oblivious to
them. Then-

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 is getting impatient.

LARRY

So she’s not your girlfriend?
XANDER
Alas, no.
LARRY

You think she’d go out with me?

XANDER

Well, Lar, that’s a hard question to… no.

Not a chance.
LARRY

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

Xander suddenly loses his sense of humor.

XANDER

I hope you mean in the “like the wind” sense.

LARRY
(leering)
You know what I mean.

That’s it. Xander grabs Larry by the lapels. Furious.
XANDER

That’s my friend you’re talking about.

Larry is simultaneously amused and pumped up by Xander’s outburst. He pulls himself up to his full
hugeness.

LARRY

Oh yeah? What are you going to

do about it?
XANDER

I’m going to do what any man would
do about it. Something… damn manly.

Xander tries to SHOVE Larry into the soda machine, but Larry barely budges. Larry draws his fist
back – about to PUMMEL our friend. Xander grimaces but is ready to take it.
CLOSE ON LARRY’S HAND
As another hand grabs his FIST, snapping it back from Xander’s face.
ON BUFFY
Who holds LARRY’S FIST.
In a flash, she SPINS him around, PINS his ARMS behind his back and SLAMS him into the SODA
MACHINE. Naturally, the impact causes the machine to dispense a free drink.

BUFFY
(to Larry)

Get gone.
Larry doesn’t wait to be asked twice. He scurries.
Without missing a beat, Buffy takes the fallen soda from the machine – pleased.

BUFFY
Ooh. Diet.

Xander just stands there. Aghast.

XANDER

Do you know what you just did?

BUFFY
Saved a dollar?
XANDER

Larry was about to pummel me.

Buffy waves off what she thinks is gratitude.
BUFFY
Oh, that. Forget about it.
XANDER
(fuming)

I will. Maybe fifteen, twenty years
from now. When my rep for being
a sissy-man finally fades.
BUFFY
Xander –
XANDER

A black eye heals, Buffy. But cowardice
has a nearly unlimited shelf-life.

(then)

But thanks. Thanks for your help.

He stomps off. Willow and Buffy share a look.
BUFFY

I think I just violated the guy code. Big time.

WILLOW

Poor Xander. Boys are so fragile.

They move back to the couches. Sit.

WILLOW

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 seemed pretty un-mad.
Which may have had to do with the
fact that Cordelia was drooling in his cappuccino.

WILLOW

Buffy, Angel would never fall for her act.

BUFFY
(worried)

Sure. Why would he want a stunning,
totally turned-out babe fawning all over
him when he could have me – Miss Spin Cycle ’97?

WILLOW

You know what I mean. She’s not his type.

BUFFY

But how do we know? I mean, what
his type is? Or even what his turn-ons
and turn-offs are? I’ve known him for
less than a year and, if you haven’t noticed,
he’s not one to over-share.
WILLOW
(innocent)

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.

They both know this is the answer.

BUFFY

Yeah. Too bad. That stuff is private.

WILLOW

Also, Giles keeps them in his personal files.
In his office, which he never leaves.

BUFFY

Most importantly, it would be wrong.

INT. LIBRARY – DAY
Buffy enters the library, Willow staying by the door (which remains open). Buffy creeps toward the
office, not noticing Giles emerging from the book cage behind her.

GILES
Buffy. Excellent.
BUFFY
(spinning)
Nothing! Hi.
GILES

I wanted to talk to you about tomorrow
night. As it should be calm, I thought we

might work on new battle techniques-
BUFFY

You know, Giles, you’re scaring me now.
You need to have some fun.

She deliberately moves to the table so that his back is to his office – and motions for Willow to enter
the office. Willow gives a WHO ME? Look and then starts a-creepin’.

BUFFY

There’s this amazing place you can go
and sit down in the dark – and there are
these moving pictures. And the pictures tell a story –

GILES

Ha, ha. Very droll. I’ll have you know
I have many relaxing hobbies.

BUFFY
Such as?
Giles is struggling to come up with something.
GILES

Well. I’m very fond of cross-referencing.

Buffy just shakes her head.

BUFFY

Do you stuff your own shirts or
do you send them out?
Giles closes his book and moves to go to the office. Willow freezes.

BUFFY
(turning him back)
So, how come Halloween is such
a yawner? Do the demons just hate
how commercial it’s become?

GILES
Well, it’s interesting –

Willow nears the office –

GILES

But not, I suspect, to you. What is it you’re after?

Willow stops. Are they busted?

BUFFY

Well, of course it’s of interest!
I’m the Slayer! I need to know
this stuff! You can’t keep me in
the dark anymore!
(as he almost turns to the office)
Look at me when I talk to you!

GILES

Buffy, I don’t have time to play games –

BUFFY

Ms. Calendar said you were a babe!

This stops him. He does face her, intrigued and a little thrown. Behind him, Willow makes a “shame
on you that’s so low” face.

GILES
She said what?
Willow slips into the office, starts getting the diaries.
BUFFY

She said, you know, that you were hot.
A hunka hunka burning… something or
other. So. What do you think of that?

GILES

I, well, um, I don’t – a burning hunk of what?

BUFFY

You know, gross as it is for me to
contemplate you grown-ups having
smootchies, I think you should go for it.

Willow slips out with the diaries, moves silently to the door.
GILES

Buffy, I appreciate your interest, but –

BUFFY

I’ve overstepped my bounds! It’s none
of my business. My God, what was I thinking?
Shame. SHAME. Gotta go.
And she’s gone. Giles looks after her, brows furrowed. After a beat…

GILES
A babe?
(smiles)
I can live with that.

INT. WOMEN’S RESTROOM – DAY
Buffy and Willow sit on the bathroom floor, pouring over the watcher diaries. Buffy sees something in
the book.

BUFFY
Man – look at her.

CLOSE ON BOOK
There is a detailed DRAWING of a beautiful woman with long, dark hair. She wears a flowing 18th
century gown.
ON BUFFY & WILLOW

WILLOW
Who is she?
BUFFY

It doesn’t say. But the entry is dated 1775.

WILLOW

Angel was 18. And still human.

BUFFY

So this was the kind of girl he hung
around. She’s pretty… coifed.

WILLOW

She looks like a noblewoman or
something, which means being
beautiful was sort of her job.

BUFFY

And, clearly, this girl was a workaholic.
Willow – I’ll never be like this…

WILLOW
(at a loss)

Come on. She’s not that pretty.
She’s got a funny… waist. See
how tiny it is?

BUFFY
Now I feel better. Thanks.
WILLOW
No really. She’s like a freak.
A circus freak. Yuck.
BUFFY
(ignoring her)
It must have been wonderful.
To put on some fantabulous
gown and go to a ball, like a
princess… have servants and
horses and yet more gowns…

WILLOW
Yeah.
(then)

Still, I think I prefer being able
to vote… or I will, when I can…

The bathroom door opens and CORDELIA steps in. She goes to the mirror. Checks her look.

CORDELIA

So, Buffy, you ran off and left poor
Angel by his lonesome last night.
I did everything I could to comfort him.

BUFFY
I bet.
CORDELIA

What’s his story, anyway? I mean,
I never see him around.
WILLOW
Not during the day, anyway.
CORDELIA

Please don’t tell me he still lives at
home. Like he has to wait until his
dad gets home to take the car?

BUFFY

I think his parents have been dead for,
um, a couple hundred years.
CORDELIA
Oh, good. I mean-
(then)
What?
BUFFY
He’s a vampire, Cordelia.
I thought you knew.

A beat as Cordy takes this in. Then she smiles.
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? You’re
rying to scare me off because you’re
afraid of the competition.
(then)

Look Buffy, you may be hot-stuff
when it comes to demonology or
whatever, but when it comes to
dating – I’m the Slayer.

Cordelia closes her purse. Flounces off. Buffy watcher her leave – stinging a little.
INT. ETHAN’S CUSTOME SHOP – DAY
A musty, run-down shop, stocked with every kind of costume imaginable. The place is packed with
kids.
Buffy moves through the store – searching unenthusiastically for something to dress up as. Willow
approaches.

BUFFY
What did you find?
WILLOW
A time honored classic.

Willow pulls a costume out of her bag.
CLOSE ON COSTUME
The package shows a person covered with a large white GHOST sheet – complete with eye holes, a
ghostly smile and the word BOO stenciled on it.
ON BUFFY AND WILLOW

BUFFY

Willow. 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?
BUFFY

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

WILLOW

I don’t get wild. Wild on me equals “spaz.”

BUFFY

You’ve got it in you, Will. You’re just scared-
Xander walks over, still a little sore at Buffy. Willow seizes the opportunity to change the subject.

WILLOW

Hey Xander. What did you get?

He opens his shopping bag – pulls out a cheesy orange PLASTIC MACHINE GUN.

BUFFY
That’s not a costume.
XANDER

I’ve got some fatigues from the Army
surplus at home. Call me the two dollar
costume king, baby.
BUFFY

Hey, Xander, about this morning.

I’m really sorry-
XANDER

Do you mind, Buffy? I’m trying to repress.

BUFFY

I promise I’ll let you get pummeled

from now on.

A beat. Xander can’t stay mad. No way.

XANDER

Thank you. Okay. Actually, I think

I could have-
He stops – noticing that Buffy’s attention has completely wandered.

XANDER

Hello? That was our touching
reconciliation you just left.
BUFFY

Sorry… It’s just, look at that.

They all turn their attention to what Buffy is looking at-
AN 18TH CENTURY GOWN

Draped over a mannequin in the back of the store. It looks almost exactly like the one in the picture
from the watcher diaries.
BUFFY
Moves to it, mesmerized. Willow and Xander follow.
WILLOW
It’s… amazing.
XANDER

Too bulky. I prefer my women in spandex.

Buffy is about to touch it when ETHAN RAYNE, the shop owner, approaches. He has a devilish glint in
his eye and speaks with just a hint of a British accent.
ETHAN
Please. Let me.
BUFFY
It’s –
ETHAN
Magnificent. I know.

He takes it off the mannequin. Holds it up to her.

ETHAN

My. Meet the hidden princess.

ON BUFFY IN THE MIRROR
With the dress in front of her – she is indeed transformed.
ON ETHAN

ETHAN

I think we’ve made a match, don’t you?

BUFFY

I’m sorry. There’s no way I can afford this.

ETHAN

Nonsense. I feel quite… moved…
to make you a deal you can’t refuse.
Buffy turns back to her image in the mirror – a goner. Ethan smiles.
INT. THE FACTORY – NIGHT
Moving through the dark hallway, we hear voices.
SPIKE (O.C.)

Here it comes-
INT. FACTORY – NIGHT

The room is awash in BLUE LIGHT that emits from a bank of televisions lining one wall. SPIKE and
the VAMP VIDEOGRAPHER are watching as an image flickers to life on the screens. It’s BUFFY’S
FIGHT IN THE PUMPKIN PATCH.
Spike watches the tape with single minded concentration.
ON THE TELEVISION
Buffy falls on the pumpkin. Then gets up and BEANS her attacker with a baby pumpkin.
ON SPIKE

SPIKE

Rewind that. I want to see it again.

Spike paces, wired.

SPIKE

She’s tricky. Baby likes to play.

The video plays again. This time Spike points to the part where she BREAKS THE SIGN AND STAKES
THE VAMP WITH IT.

SPIKE
(intense)

See that? Where she stakes him with
that thing? That’s what you call resourceful.

(then)
Rewind again.
DRUSILLA (O.C.)
Miss Edith needs her tea.

Spike turns to see Drusilla, who has wandered in with one of her dolls. She is pouty, dreamy as
usual. Spike welcomes her – but his attention stays on the video of Buffy.

SPIKE
Come here, poodle.

She wafts him. He puts his arms around her.

DRUSILLA
Do you love my insides?
The parts you can’t see?
SPIKE

Eyeballs to entrails, my sweet.
That’s why I have to study this
slayer. Once I know her, I can
kill her. And once I kill her, you
can have your run of Sunnyhell
and get strong again.
DRUSILLA

Don’t worry. Everything’s switching.
Outside to inside. It makes her weak.

This gets his attention.

SPIKE

Really. Did my pet have a vision?

DRUSILLA

Do you know what I miss? Leeches.

SPIKE

Talk to daddy. This thing that makes
the slayer weak. When is it?
DRUSILLA
Tomorrow.
SPIKE

But tomorrow is Halloween.
Nothing happens on Halloween.

DRUSILLA

Someone’s come to change it all.
Someone new.

INT. ETHAN’S COSTUME SHOP – NIGHT
We move through the shop until we see a figure moving into a back room wearing a HOODED BLACK
ROBE.
INT. ETHAN’S BACK ROOM – NIGHT
CLOSE ON

A HAND as it lights a number of BLACK CANDLES that circle some sort of altar. We WIDEN to see-
ETHAN

In the black robe. Before him, in the center of the circle there is a STATUE of a woman. Her features
are placid, beautiful.
Kneeling before it, Ethan speaks as he squeezes his hands tightly closed. He reopens them, revealing
bleeding STIGMATA-like wounds in each palm.
ETHAN

The world that denies thee, thou inhabit.
The peace that ignores thee, thou corrupt.

Ethan dabs his blood on his eyelids. Crosses it on his forehead.
ETHAN

Chaos. As ever, I am your faithful,
degenerate son.

CLOSE ON STATUE
As the camera comes around it, revealing on the back a HIDEOUS, MALE VISAGE. A mask of pure
EVIL.

BLACK OUT.

END OF ACT ONE
Act Two

INT. BUFFY’S ROOM – DAY
Buffy stands in front of her mirror in her costume – the gown from Ethan’s costume shop. She also
has a brunette wig on, the hair elegantly piled up. She looks absolutely stunning. Then we hear
Willow call from the bathroom –

WILLOW (O.C.)
Where are you meeting Angel?

BUFFY

Here. After trick-or-treating.
Mom’s gonna be out.
WILLOW (O.C.)
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.
(then)

Come on out, Will. You can’t
stay in there all night.
WILLOW (O.C.)
Okay. But don’t laugh.

Buffy turns around.

BUFFY

I won’t-
She stops dead when she sees WILLOW, who emerges from the bathroom in the costume Buffy

picked out for her. Total rocker babe – black halter top, leather mini-skirt, boots. She looks drop dead
gorgeous – and totally uncomfortable.

BUFFY
Wow.

Willow grabs her GHOST SHEET and immediately turns back for the bathroom – but Buffy stops her.

BUFFY

Will. You’re a dish! I mean, really-
WILLOW

But this just isn’t me.

BUFFY

That’s the point! Halloween is the
night that’s not you, is you, but
not you, you know?
Willow is trying to find a response when The DOORBELL RINGS.
BUFFY
That’s Xander. You ready?
WILLOW
Yeah. Okay.

Willow smiles. But her eyes tell another story. A deer caught in the headlights. Terror supreme.

BUFFY

Cool! I can’t wait to watch the boys
go non-verbal when they see you.

INT. FOYER – MOMENTS LATER – DAY
Buffy opens the door.
XANDER enters, dressed in a low-rent army costume. Ripped camouflage pants and jacket, a tank
tee, aviator sunglasses and his plastic gun. He salutes.
XANDER

Private Harris. Reporting for-
He stops. Stunned by her. He drops to one knee.

XANDER
Buffy. My Lady of Buffdom.
The duchess of Buffonia. I am
in awe. I completely renounce spandex.

BUFFY

Thank you, kind sir. But wait till you see –

WILLOW (O.C.)
Hi…
Xander and Buffy turn at her voice, expectant.
WILLOW is once again covered in her GHOST SHEET.
BUFFY
–Casper.
XANDER
Hey, Will. That’s-
(re: “BOO” on sheet)
–a fine “BOO” you have there.
Buffy looks at her, disappointed. Willow just hangs her head.
EXT. SUNNYDALE HIGH SCHOOL – COURTYARD – AFTERNOON
Kids are being dropped off, heading inside in their costumes.
INT. SCHOOL – CONTINUOUS – AFTERNOON
Kids everywhere – lots of little DEMONS & GOBLINS running around with trick-or-treat bags.
ON XANDER

As LARRY descends on him. Larry is dressed as a PIRATE – and his costume is even less imaginative
than Xander’s. A t-shirt, pair of baggy shorts, an eye patch. He brandishes a plastic sword as he
approaches.

LARRY
Where’s your bodyguard,
Harris? Curling her hair?

Xander glares at him. Larry makes a sudden jerking move at Xander, who flinches. Laughing, Larry
moves off.
Xander takes aim at him with his plastic machine gun – almost “fires” – but stops himself. A plastic
pacifist.
ON BUFFY AND SNYDER
As Snyder leads a couple of children over to her. One of them is dressed like a VAMPIRE, of course.

MR SNYDER
Here’s 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.

Off Buffy’s reaction.
ANGLE ON: OZ
Standing at his locker, his guitar with him. He is accosted by Cordelia, who wears a typical cat outfit –
tightfitting leotard, ears and draw on whiskers.
CORDELIA
Oz. OZ.

He turns, assesses her.

OZ

Cordelia. You’re like a great big cat.

CORDELIA
That’s my costume.
Are you guys playing tonight?

OZ
At the shelter club.
CORDELIA
Is mister “I’m the lead singer
I’m so great I don’t have to
show up for a date or even call”
gonna be there?
OZ

Yeah. You 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 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.
She stalks off. Oz watches her a moment, unimpressed and unperturbed.

OZ

Why can’t I meet a nice girl like that?

He turns and bumps into WILLOW, still in her sheet. Takes a moment untangling himself.

OZ
Sorry.
WILLOW
Sorry.
OZ
Sorry.
She moves on. He watches her a moment, then heads out.
ON XANDER
Who has a group of three little costumed munchkins.
XANDER

Okay. On sleazing extra candy.
Tears are key. Tears’ll usually
get you a double-bagger. You
can also try the old “you missed
me” routine – but it’s risky. Only
go there for chocolate. Understood?

The kids all nod.

XANDER

Good. Troops… Let’s move out.

FADE TO:

EXT. NEIGHBORHOOD BLOCK – NIGHT
Excited Trick-or-treaters race from house to house.
ON BUFFY AND HER GROUP
Her kids return from a house, looking really dejected.
BUFFY

What’d Mrs. Davis give you?

The kids all open their hands, revealing BRAND NEW TOOTHBRUSHES. Buffy feels for them.

BUFFY
She must be stopped.
(brightly)
Let’s hit one more house.
We still have a few minutes
before we’ve got to get back.

The kids perk up. Run off.
INT. ETHAN’S BACK ROOM – CONTINUOUS – NIGHT
BLACK CANDLES are lit. ETHAN RAYNE kneels before the statue, hood covering his face, as he speaks
his LATIN PRAYER.

ETHAN
(in latin)

BR Take plea. my hear>night as your own. Come forth

and show us your truth.>

EXT. MRS. PARKER’S PORCH – CONTINUOUS – NIGHT
CLOSE ON
A front door as it opens, revealing the smiling FACE of MRS. PARKER, a kind lady in her 50’s. Before
her stands Willow’s group, Willow waiting behind near the sidewalk.

KIDS
Trick or treat!
MRS. PARKER
Oh my goodness.
Aren’t you adorable!
INT. ETHAN’S BACK ROOM – CONTINUOUS – NIGHT

Ethan picks up the statue, his hands making BLOODY prints-
ETHAN

(in Latin)
The heart is curdled by your
holy presence. Janus, this night is yours!>

EXT. NEIGHBORHOOD BLOCK – CONTINUOUS – NIGHT
BUFFY ushers her kids down the block. A gust of WIND sends a CHILL down her back. She stops,
sensing something not quite right.
EXT. MRS. PARKER’S PORCH – CONTINUOUS – NIGHT
Mrs. Parker looks in the plastic pumpkin she holds – a look of concern crossing her features.

MRS. PARKER
Oh, dear. Am I all out? I could
have sworn I had some candy left –

INT. ETHAN’S BACK ROOM – CONTINUOUS – NIGHT
All the candles SUDDENLY BLOW OUT. The only light now issues from the statue which GLOWS sickly
GREEN.
CLOSE ON ETHAN
Who lowers his hood, showing his face as A SATISFIED GRIN spreads across it.

ETHAN
Show time.
EXT. MRS. PARKER’S PORCH – CONTINUOUS – NIGHT
MRS. PARKER leans to the unmoving GARGOYLE – apologetic.
MRS. PARKER

I’m sorry, Mr. Monster. Maybe I-
CLOSE ON MRS. PARKER

As her words are SILENCED by the DEATH GRIP of a HORRIBLE SLIMY GREEN HAND.
In a FLASH, the hand PULLS MRS. PARKER FORWARD, revealing that it is attached to A REAL AND
HIDEOUS GARGOYLE, who has suddenly taken the place of the costumed TIM.

ON WILLOW

WILLOW
Let her go!

Willow MOVES TO HELP. But she is BLOCKED by another member of her trick-or-treat group – who
has now turned into a DEMONIC HORNED CREATURE.
Now the DEMON turns and ATTACKS the GARGOYLE. A vicious FIGHT ENSUES, giving MRS. PARKER a
chance to SCRAMBLE to the safety of her house. She SLAMS the door.
ON WILLOW
Who can’t believe her eyes. She backs off the porch.
WILLOW

What- What’s-
She stumbles. GASPING FOR BREATH. Eyes wide and full of terror. Suddenly falls to the ground. Then

  • no more breath at all. Her body goes limp, LIFELESS.
    EXT. ANOTHER PART OF THE NEIGHBORHOOD – CONT. – NIGHT
    The SOUNDS OF CHAOS have begun. SCREAMS. CAR ALARMS.
    CLOSE ON XANDER
    Who reacts as panics KIDS AND ADULTS run for cover. Instinctively, he de-shoulders his plastic
    machine gun, moves it OUT OF FRAME. Then something hits him – he looks dizzy for a moment. Then
    he clears. His posture becoming ramrod straight.
    He raises the gun back up – and IT’S A FULLY FUNCTIONAL M-16 MACHINE GUN. We’d expect this to
    surprise him – but he’s got the demeanor of a career military man now.
    EXT. SIDEWALK IN FRONT OF MRS. PARKER’S HOUSE – CONT. – NIGHT
    ON WILLOW’S SHEET-CLAD FORM
    As the “ghost” Willow, dressed in her rocker babe outfit, sits up – emerging from her “dead” body,
    which remains unmoving on the ground.

WILLOW
Oh. Oh my God…
She stands, sees her BOOTS submerged in the sheet.
WILLOW
I’m a… I’m a real ghost –
THE SOUND OF MACHINE GUN FIRE turns her head and she sees –
XANDER
Backing across the street, looking around him in silent panic.
WILLOW
Xander!

She RUNS –
EXT. ACROSS THE STREET – CONTINUOUS – NIGHT
Overjoyed to see him. But she stops when he WHIPS AROUND and points the GUN RIGHT AT HER.

WILLOW
Xander, it’s me. Willow!

Seeing her, Xander cautiously LOWERS THE GUN a little.

XANDER
I don’t know any Willow.
WILLOW

Quit messing around, Xander.
This is no time for jokes.
XANDER

What the Hell is going on here?

WILLOW
You don’t know me?
XANDER

Lady, I suggest you find cover.

He starts to move past her. She –

WILLOW
No, wait!

–steps in front of him. But instead of stopping him – he PASSES RIGHT THROUGH HER.
CLOSE ON WILLOW
Emerging on the other side of Xander. Some kind of PLEASUREABLE PHYSICAL RUSH moving through
her. She shudders.

WILLOW
Oooh.

XANDER
Spins, freaking. Raises the gun on her again.

XANDER
What are you?!

Willow snaps out of her reverie.

WILLOW

Xander. Listen to me. I’m on your
side, I swear. Something crazy is
happening. I was dressed as a ghost
for Halloween and now I am a ghost.
You were supposed to be a soldier,

and now, I guess you’re a real soldier-
XANDER

And you expect me to believe that?
A little vampire emerges from the bushes, growling. Xander aims at it.

WILLOW

No! No guns. That’s still a little kid in there-
XANDER

But-
WILLOW

No GUNS. That’s an order. Let’s just get –

Willow stops. Seeing something down the street.

WILLOW
Buffy!

WHAT WILLOW SEES
Buffy, in her gown, stumbling unsteadily toward them.
WILLOW
Races to Buffy. Xander follows.

WILLOW
Buffy, are you okay?

As they approach her, they hear another roar. The vampire has been joined by a grown-up sized
demon, and they head for our bunch.
ANGLE: OUR THREE
Buffy stands between the two and a bit behind as they turn to face the new menace.

XANDER
This could be a situation.
WILLOW
Buffy, what do we do?

In answer, Buffy FAINTS right out of frame.

BLACK OUT.

END OF ACT TWO
Act Three

EXT. STREET – NIGHT
Xander hoists his rifle and fires above the demon’s heads. They take off. He turns to Buffy as Willow
kneels before her.
Buffy is just waking up.

WILLOW
Buffy! Are you all right?
BUFFY
What?
XANDER
Are you hurt?
WILLOW
Buffy, are you hurt?
BUFFY
Buffy?
WILLOW
(to Xander, fears confirmed)
She’s not Buffy.
XANDER
Who’s Buffy?

WILLOW
Oh, this is fun.
(to Buffy)
What year is this?
BUFFY
Seventeen seventy five…
I believe… I don’t understand.
Who are you?

They help her up.

WILLOW
We’re friends.
BUFFY

Friends of whom? Your dress is…
everything is strange…
(panic rising)
How did I come to be here?
WILLOW
Okay, breathe, okay?
You’re gonna faint again.
(to Xander)
How are we supposed to get
through this without the Slayer?

XANDER
What’s a Slayer?

A Demon jumps Buffy from behind. She screams and bats at it. It pulls her wig – which is now her
real hair, coming loose about her head.
Xander butts the demon with his rifle and it runs off.
XANDER

I suggest we get inside before
we run into any other –

CLOSE ON: BUFFY
Screaming!

BUFFY
Demon! A demon!

ANGLE: A CAR
Driving toward them.
Buffy shrinks into Xander’s arms, hides her face.
WILLOW
It’s not a demon. It’s a car.

BUFFY
What does it want?
XANDER
(to Willow)
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 I’m
taking a lot on faith here.
Where do we go?
WILLOW
(thinks)
Where’s the closest – Uh,
we can go to a friend’s house.

INT. BUFFY’S KITCHEN/DINING ROOM/FOYER – NIGHT
The back door opens and the girls are rushed in, Xander following. He shuts the door and looks out
the window.
Buffy is entirely confused by the kitchen and its appliances.
XANDER
I think we’re clear.
WILLOW
(calls out)
Hello! Mrs. Summers?
(no response)
Good. She’s gone.
BUFFY
Where are we?
WILLOW

Your place. Now we just need to –

A violent POUNDING on the front door startles them all. Xander starts for the front, Willow right
behind and Buffy trailing last.

WILLOW
Don’t open it!
XANDER
It could be a civilian.
WILLOW
Or a mini-demon.
The pounding stops. They wait, Xander looking out the windows.
ANGLE: BUFFY
Has stayed in the dining room as the other two approached the door. Her attention is caught by
something. She approaches the mantle to see:
A PICTURE
Of her. She picks it up, deeply puzzled. Willow approaches 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, and I…
(re: picture)
This is some other girl, I
would never wear this…
this low apparel and I don’t
like this place and I don’t like
you and I just want to go home!

WILLOW
You are home!
The POUNDING starts again. Buffy, who has begun to cry, shrieks.

WILLOW

You couldn’t have dressed up like Xena…

Xander looks out the window in the door again – and a demonic hand SMASHES through, grabbing at
him. He jumps back.

WILLOW
Not a civilian.
XANDER
Affirmative.

He sticks his gun out the window –

WILLOW
Hey! What’d we say?
He fires up, a short burst. We HEAR the demon scamper away.
XANDER
Big noise scare monster.
Remember?
WILLOW
Got it.
From far off, a SCREAM. Xander looks out the window again.
XANDER
Dammit.

Xander exits. Buffy comes abreast of Willow, eyes on the door, worried.

BUFFY
Surely he’ll not desert us?
WILLOW
(just had enough)
Whatever…

EXT. BUFFY’S SREET – CONTINUOUS
The scream was Cordelia’s. She runs down the street, her costume torn, her hair a mess. Scratches
on her face. Several yards behind her lopes something hairy.

Xander heads across the street toward her. There is a car sitting diagonally in the middle of the road,
the door open and the driver long gone. Figures run by in the distance – still chaosville.
Xander intercepts her, grabbing her shoulders. She screams! Then realizes –

CORDELIA
Xander?
XANDER
Come inside.

He rushes her toward the house.
INT. BUFFY’S HOUSE – CONTINUOUS
Xander brings Cordelia in, slamming the door behind them.
WILLOW
Cordelia!
CORDELIA
What’s going on?
WILLOW

Okay – your name is Cordelia,
you’re not a cat, you’re in high
school, 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 dogfaced boy. Look at
my costume! Think Party-Town’s
gonna give me my deposit back?
Not on the likely.

She notices a particularly big rip up the side. Xander notices too, and takes off his jacket, puts it
around her. Over the following, both Willow and Cordy notice Xander’s pumped, tattoo covered
biceps.

XANDER
Here.
CORDELIA
Thanks.
WILLOW

Okay. You three stay here while
I get help. If something tries to
get in, just fight it off.
BUFFY

It’s not our place to fight. Surely

some men will come and protect us?

CORDELIA
What’s that riff?
WILLOW

It’s like amnesia, okay? They don’t
know who they are. Just sit tight.
She takes off. She passes Cordelia, who remarks to the others –
CORDELIA

Who died and made her the boss?

–just as Willow PASSES THROUGH THE WALL behind her.
EXT. STREET – NIGHT
A couple of little demons run by SPIKE. His eyes wide – a child on Christmas morning.

SPIKE
Well, this is just… neat.

INT. BUFFY’S HOUSE – NIGHT
Xander is pushing the table against the window. He checks the smaller ones, making sure they’re
locked. Buffy follows him around, not wanting to be alone.
BUFFY

Surely there’s somewhere we can go?
Some safe haven?
XANDER
The lady said stay put.
(to Cordy)
Check upstairs. Make sure
everything’s locked.
BUFFY

(to Xander, genuinely confused)
You would take orders from a woman?
Are you feeble in some way?
XANDER

Ma’am, in the army we have a saying.
Sit down and shut the – whoah.

He has happened on a picture as well. Picks it up.
ANGLE ON: THE PICTURE
This one is all three of them: Xander, Willow, and Buffy.
XANDER
She must be right. We must
have some kind of amnesia.

BUFFY

I don’t know what that is but
I’m sure I don’t have it.
I bathe quite often.
XANDER
(re: picture)
How do you explain this?

BUFFY

I don’t! I was brought up as a
proper lady. I’m not meant to
understand things. I’m just meant
to look good and then someone nice
will marry me. Possibly a baron.

XANDER

This isn’t a tea party, princess. Sooner
or later, you’re going to have to fight.

BUFFY

Fight? These low creatures? I’d sooner die.

XANDER
Then you’ll die.
ANGEL (O.C.)
Oh, good. You guys are all right.

They turn to see Angel entering from the kitchen.
ANGEL
It’s total chaos out there.
BUFFY/XANDER
Who are you?

INT. LIBRARY – NIGHT
Giles is working on the book catalog. Cross-referencing, no doubt. He hears something, gets up. Was
it a growl?
He gets up, starts slowly for the door.
WILLOW
COMES RUNNING THROUGH THE WALL.

GILES
GNYEHAHH!
He jumps, books flying. Willow stops. Holds up her hand.
WILLOW
Hi.

INT. BUFFY’S HOUSE – NIGHT

ANGEL

Okay, does somebody want to fill me in?

XANDER
Do you live here?
ANGEL
No! You know that. Buffy…
I’m lost here. You…
(suddenly peering)
What’s up with your hair?
CORDELIA
(entering)

They don’t know who they are,
everyone’s become a monster,
it’s a whole big thing. How are you?

There is suddenly pounding all around them – and THE LIGHTS GO OUT. Buffy shrieks and grabs
Cordelia.

CORDELIA
Do you mind?
XANDER
(to Angel)

Take the princess here and secure
the kitchen. Catwoman, you’re with me.

Cordelia hands Buffy over to Angel and follows Xander into the living room (which we do not see).

BUFFY

But, I don’t want to go with you –
I like the man with the musket.

ANGEL
Come on.
BUFFY
Do you have a musket?

They enter the kitchen. The back door is open.
ANGEL
I didn’t leave that open.

He moves cautiously toward the door. Buffy watches, frightened. She is standing right next to the
door to the cellar. Silently, it opens behind her and a full-sized VAMPIRE starts moving from the
shadows toward her.
Angel shuts the door. Turns.

ANGEL
Look out!

Buffy spins – the vampire grabs at her – and she actually does something useful: she grabs the door
and slams it on its arms.
But the vamp is much more powerful than she. It flings the door wide, sending her sprawling on the
floor. Angel dive-tackles it, taking it out of Buffy’s view and into the dining room.
Buffy gets up, looks about her for a weapon. She grabs a big knife, peers timidly into the room and
sees
ANGLE: ANGEL
On top of the vamp, his back to her. Struggling to hold it down.
ANGEL
A stake!
BUFFY
What?

He turns –

ANGEL
Get me a stake!

And she sees his VAMPIRE FACE.
She screams. Turns and runs out the back.

ANGEL
Buffy, no!

But the vamp takes the moment to throw him off, coming around on top of him.
INT. LIBRARY – NIGHT
Giles and Willow are surrounded by books, looking for something – anything. Willow looks up,
frustrated.

WILLOW

I don’t even know what to look
for. Plus I can’t turn the page.

GILES

Right. Okay, then, let’s review.
At sundown, everyone became

whatever they were masquerading as-
WILLOW

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

Giles stares at her outfit. A non-sexual stare. Of course.
GILES
And – your costume?
WILLOW
I’m a ghost.
GILES

Yes, but a ghost of what, exactly?

WILLOW
(embarrassed)
This is nothing. You should have
seen what Cordelia was wearing.
A unitard. And these little cat things.

Ears and stuff.
GILES

Good heavens. Cordelia became
an actual feline?
WILLOW
(realizing)

No. She was still just the same old
Cordelia, just in a cat costume.

GILES
She didn’t change.
WILLOW

No. Hold on… Party Town. She told

us she got her outfit from Party Town-
GILES

And everybody who changed, where
did they acquire their costumes?

WILLOW

We all got ours at this new place. Ethan’s.

Off their realization.

EXT. STREET – NIGHT
Xander, Cordy and the human-looking Angel come out of the shrubs.

XANDER

You’re sure she came this way?

ANGEL
No.
CORDELIA
She’ll be okay.
ANGEL

BUFFY would be okay. Whoever she is now,
she’s helpless. Come on.

They take off and as we pan with them we pick up SPIKE, standing in the shadows. A small demon
and a small vampire clustered by him.

SPIKE

Do you hear that, my friends?
Somewhere out here is the tenderest
meat you’ve ever tasted. And all we have to do…

EXT. STREET – NIGHT
Buffy wanders, lost, alone, terrified.

SPIKE (V.O.)
… is find her first.

BLACK OUT.

END OF ACT THREE
Act Four

EXT. INDUSTRIAL AREA – NIGHT
BUFFY musters in her 18th Century SHOES, ripped stockings, TORN and MUDDIED GOWN. She looks
around her, terrified. Keeps walking – and bumps into:
LARRY
Once a bully and pseudo-PIRATE. Now the real thing. He smiles. A lascivious, BLACK-TOOTHED grin.
INT. ETHAN’S BACK ROOM – CONTINUOUS – NIGHT
Giles and Willow enter, step inside.

GILES
Hello? Is anyone in?

They move through the room and into-
INT. ETHAN’S BACK ROOM – CONTINUOUS – NIGHT

Where Willow sees ETHAN’S ALTAR WITH THE GOLDEN STATUE.
WILLOW
Giles.

Giles turns. Sees the statue.

GILES

That’s Janus, a Roman mystical God.

WILLOW
What does it mean?
GILES

Primarily, it represents the division

of self. Male and female. Light and dark-
ETHAN (O.C.)

Chunky and creamy style. No,
sorry. That’s peanut butter.

ETHAN
Steps from a shadow, smiling at Giles. As Giles makes him out, his SHOCK is obvious. He steps in
front of Willow, never taking his eyes off Ethan.
GILES

Willow. Get out of here. Now.

WILLOW
But –
GILES
NOW, Willow.

Willow knows this tone from Giles can only mean business. She BOLTS. Ethan and Giles face off.

GILES
Hello, Ethan.
ETHAN
Hello, Ripper.

EXT. INDUSTRIAL AREA – NIGHT
ON BUFFY
As she HITS THE GROUND, whimpering. She moves to crawl away but LARRY lifts her to her feet
again.

BUFFY
(weakly)
No… No…

He GRABS BUFFY’S FACE, HARD. Opens his mouth and runs his TONGUE ALONG BLACK TEETH. He
moves in for a KISS when –
XANDER
Comes out of nowhere – gives the PIRATE a FLYING TACKLE. Buffy scrambles away as Xander and
Larry go at it.
BUFFY
Runs right into Cordelia.

CORDELIA
Buffy? Are you okay?

Buffy throws herself into Cordy’s arms. Trembling, Cordelia isn’t quite sure what to do with this.
XANDER AND LARRY

Do battle. The pirate is strong, but in this incarnation, XANDER IS STRONGER. Larry tries to reach for
his sword, but Xander knocks it away.
ANGEL arrives on the scene. Buffy SCREAMS and grips Cordelia even tighter.

CORDELIA
(to Buffy)

What is your deal? Take a pill!

BUFFY
(re: Angel)
He’s… he’s a vampire!
Cordelia rolls her eyes – looks to Angel like, “what a ditz”.
CORDELIA
(to Angel)
She’s got this thing where
she thinks – ah, forget it.
(humoring her)
It’s okay. Angel is… a good
vampire. He’d never hurt you.

BUFFY
He – really?
CORDELIA
Absolutely. Angel is our friend.

Buffy looks timidly at Angel, who crosses to Xander.
XANDER
Finishes LARRY off with a HEADBUTT and a couple of SWIFT PUNCHES. The pirate goes DOWN – out
cold.

XANDER
(to Angel)

It’s a strange, but… beating up
that pirate gave me a
strange sense of closure.

Willow arrives at a dead (I’m so funny) run.

WILLOW
Guys!
ANGEL
Willow!
WILLOW
You guys gotta get inside.

She points. They turn. They see:
ANGLE: SPIKE
Walking toward them, flanked by four child-sized and two grown-up sized monsters.

XANDER
We need to triage.
ANGEL
This way.

XANDER
Ladies… we’re on the move.

They BOLT, but Buffy is having trouble keeping up. Angel SWEEPS her into his arms, carries her.
ON BUFFY
Afraid – but giving into his protection.
INT. ETHAN’S BACK ROOM – NIGHT
Ethan and Giles are squared off. Ethan’s manner is light. He clearly gets off on pathos.

ETHAN

What, no hug? Aren’t you happy
to see your old mate?
GILES

I’m surprised I didn’t guess it
was you. This Halloween stunt
stinks of Ethan Rayne.
ETHAN
(proud)

It does, doesn’t it? Not to blow
my own horn, but – it’s genius.
The very embodiment of “be
careful what you wish for.”

GILES

It’s sick. And brutal. It harms the innocent-
ETHAN

(wry)

Oh, and we all know that you are the
champion of innocence and all things
pure and good, Rupert.
(then)

This is quite an act you’ve got going

here, old man.
GILES
It’s no act. It’s who I am.
ETHAN

It’s who you are? The Watcher? Sniveling
tweed-clad guardian of the Slayer and her kin?
I think not. I know who you are. And
I know what you’re capable of.
(then/realizing)

But they don’t do they? They have no idea
where you come from.

Giles is clearly threatened by Ethan’s attack – but responds with a POWERFUL ANGER instead of
bluster. This, indeed, is a Giles we do not know.
GILES

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

ETHAN

Why should I? What do I get in the bargain?

GILES
You get to live.

ETHAN

Ooooh. You’re scaring-
But before he can finish, GILES DROPS Ethan with a VICIOUS PUNCH.

EXT. ALLEY – NIGHT
Xander, Cordelia and Angel, still with Buffy in his arms, round the corner.
Angel leads them to a warehouse door.

ANGEL
Over here!

They SLIDE the door open and dash inside, just as SPIKE and his minions appear. They manage to
SHUT the door with only seconds to spare.
INT. WAREHOUSE – CONTINUOUS – NIGHT
There are some old crates and furniture against one wall. Xander immediately starts moving the stuff
against the door so it won’t slide, calls to ANGEL.
XANDER

Check and see if there are any other ways in!

Angel tries to put Buffy down.

ANGEL
Just stay here.

He hands her off to CORDELIA as he moves off. Buffy FALLS into Cordelia’s arms again. Cordelia rolls
her eyes.

CORDELIA
Faboo. More clinging.

XANDER
Starts as SOMETHING JERKS the WAREHOUSE DOOR. DEMONIC hands start to PUNCH through it,
TEAR IT APART.
The door jerks again and then starts to SLIDE OPEN, sending the barricade everywhere.
Xander and Angel step back, retreating as the WAREHOUSE DOOR SLIDES COMPLETELY OPEN and
SPIKE steps inside, followed by his LOYAL MINIONS.
INT. ETHAN’S BACK ROOM – CONTINUOUS – NIGHT
CLOSE ON ETHAN
Face plastered to the floor and badly bloodied. BUT SMILING.
ETHAN

And you said “Rupert the Ripper” was long gone…

GILES stands over him.

GILES
How do I stop the spell?
ETHAN

Say pretty ple-
GILES KICKS HIM. Not holding back.

ETHAN
Janus. Break the statue.
Giles grabs the statue. THROWS IT AGAINST THE WALL.
CLOSE ON STATUE
SLO MO as the statue HITS AND SHATTERS.
ON GILES
Who turns to ETHAN, but Ethan is gone. Disappeared.
Off Giles’ reaction.
INT. WAREHOUSE – CONTINUOUS – NIGHT
ANGEL & XANDER are pinned or held at bay by the minions, who keep them from
SPIKE
Who moves to BUFFY, speaking to her softly, kindly.
SPIKE

Look at you. Shaking, terrified.
Alone. Lost little lamb.

Buffy fights her tears. Totally petrified. Spike smiles. SLAPS HER HARD ACROSS THE FACE.

SPIKE
I love it.
ANGEL
Buffy!

ANGEL
Tries to break free of his guards, but to no avail.
ON SPIKE
As he GRIPS BUFFY’S HAIR with one hand and her arm with the other. Starts to LEAN IN.
Xander breaks free, grabs his rifle and stands WILLOW comes up to Xander, watching Spike.

WILLOW

Now THAT guy, you can shoot.

XANDER
Raises his MACHINE GUN and AIMS IT AT SPIKE. But when he squeezes the trigger – nothing
happens. He realizes that his GUN HAS RETURNED TO ITS ORIGINAL PLASTIC FORM.

XANDER
What the – ?

ON SPIKE & BUFFY
As he looks around him to see that his MINIONS are all SCARED LITTLE TRICK-OR-TREATERS (and
two high school students).
The realization sinks in – and he looks at his hand. It’s still holding Buffy’s wig, but her head isn’t in
it. He looks back at Buffy. She’s smiling.

BUFFY
Hi Honey. I’m home.

And she LETS LOOSE on him. All the pent-up rage and frustration from her last defenseless hours
comes pouring out. A series of BRUTAL KICKS and PUNCHES send him to the ground. She lifts him

back to his feet-
BUFFY

You know what? It’s good to be me.
She PUMMELS HIM, until he hits the wall and scampers out of the building.
BACK ON BUFFY, XANDER, CORDELIA & ANGEL
As they all move together – stunned but alive.
XANDER
Hey, Buff. Welcome back.
BUFFY
Yeah. You too.
CORDELIA

You guys remember what happened?

XANDER

It was way creepy. Like I was there –
but I couldn’t get out.
CORDELIA
(to Angel)
I know the feeling. This outfit

is totally skin-tight-
But ANGEL isn’t listening. He’s focused on Buffy.

ANGEL
You okay?
BUFFY
Yeah.

He takes her by the arm, they move off. CORDELIA and XANDER watch them. Cordy wears an
expression of disbelief.

CORDELIA
Hello? It felt like I was talking.

My lips were moving-
XANDER

Give it up, Cordy. You’re never
going to get between those two.
Believe me. I know.
Cordelia turns – looks at all the dazed trick-or-treaters.
CORDELIA
I guess we should get them
back to their parents.
XANDER

Yeah. It seems like everybody is-
(then/realizing)
Where’s Willow.

EXT. MRS. PARKER’S YARD – NIGHT
Willow’s SHEET COVERED corpse stirs. A beat. Then Willow stands up, ALIVE and in one-piece.

She considers the sheet. Contemplating whether to put it back on or not. A beat. She tosses it. Walks
off, looking a little bolder than we’ve seen her before.
EXT. STREET – NIGHT
OZ’S VAN stops at an intersection.
Oz STARES as Willow passes. Totally enchanted.
OZ
Who IS that girl?

INT. BUFFY’S ROOM – NIGHT
Angel sits on Buffy’s bed, lost in thought. Buffy comes out of her bathroom – now in boxers and a big
t-shirt. Her face is scrubbed clean and her hair hangs loose around her face.

BUFFY

Taa daa. Just little old 20th century me.

She sits next to Angel.

ANGEL
Are you sure you’re okay?
BUFFY
I’ll live.

A beat.

ANGEL

I don’t get it Buffy. Why did
you think I’d like you better
dressed that way?
BUFFY

I – I just wanted to be a real girl, for once.
The kind of fancy girl you liked when
you were my age.

Angel smiles. Shakes his head.

BUFFY
What?
ANGEL
I hated the girls back then.
Especially the noblewomen.

BUFFY
You did?
ANGEL

They were just incredibly Dull.
Simpering morons, the lot of them.
I always wished I could meet someone…
exciting. Interesting.
BUFFY

Really. Interesting – like how?

Angel smiles. She’s baiting him and he knows it.
ANGEL
You know how.

BUFFY

Still, I’ve had a hard day and you should tell me.

They move closer together.

ANGEL
I should.
BUFFY
Oh – definitely…

And he does. Non verbally. Smootchie city.

FADE TO:

INT. ETHAN’S COSTUME SHOP – DAY
Giles enters. The place is empty – everything packed and gone. He walks around a bit, till he finds a
card on the counter. Picks it up.
ANGLE: THE CARD
On it is written only three words.
“Be seeing you”
Giles stares at it, stares ahead. His thoughts unreadable.

BLACK OUT.

THE END

Transcripts

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 burgundy, 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 guns! That’s still a little kid in there!
Xander: Step out of the way!
Willow: No guns! 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…