On Halloween, Buffy and her friends patronize an unusual costume shop where customers turn into whatever costume they are wearing.



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Episode complete credited cast:
Rupert Giles (as Anthony Stewart Head)
Larry Blaisdell (as Larry Bagby III)
Abigail Gershman ...


It turns out that Halloween is the one night of the year when vampires actually lay low, so everybody is getting their costumes from the new store in town, Ethan's Costume Shop. Buffy wears a noble woman's dress from the time when Angel was human, Xander dresses up like a soldier, and Willow chickens out on dressing like a hooker and goes as a ghost. But Ethan Rayne, the shop owner, has invoked the Roman god Janus so everybody becomes their costume. That means all the kids in the neighborhood are now monsters and Buffy thinks she is an 18th-century maiden who faints at the sight of demons and vampires. Written by DRBERNABO256

Plot Summary | Plot Synopsis


TV-PG | See all certifications »





Release Date:

27 October 1997 (USA)  »

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Aspect Ratio:

1.33 : 1
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Did You Know?


Willow states that Angel would never fall for someone like Cordelia. This turns out to be false, as Angel and Cordelia not only become close friends but eventually fall in love in Angel (1999). See more »


During the opening fight sequence when Buffy stabs the vampire with the sign post, she misses his heart by a noticeable margin. It has previously been stated that the stake needs to pierce the heart to attain the kill. Thus, the vampire should only have been wounded and Buffy would have needed to stab him again. See more »


Larry Blaisdell: I heard some guy say she was fast.
Xander Harris: I hope you mean 'like the wind.'
See more »


References The Prisoner (1967) See more »


How She Died
Performed by Treble Charger
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User Reviews

A classic BTVS episode
18 July 2006 | by (United States) – See all my reviews

This is not only one of the funniest episodes of the season, it's also an important one. It introduces Giles' arch-enemy Ethan Rayne and Xander's on-again, off-again bully, Larry, both of whom will be in more episodes to come. It provides us with our first glimpse of the harder-edged Giles lurking behind the tweed and library books. It sets-up the recurring joke that Halloween is an embarrassment to the truly evil, with Spike growing more and more disgusted with it's commericalization as the years go on. This episode will also be cited repeated throughout the rest of the series. For example, Xander's Army-guy training will be discussed right into season seven. "Halloween" is one of the episodes that you really shouldn't skip. It's a classic episode that shows BTVS at it's comedic best.

The episode revolved around Halloween in Sunnydale, where everyone is suddenly transformed into whatever they're dressed as. It begins with, Xander, Buffy and Willow being "volunteered" by Snyder to take neighborhood children trick-or-treating. Having seen Cordy flirting with Angel, Buffy is determined to "wow" him with her costume. She dresses up like an 18th Century lady, convinced that he'll be more attracted to her if she looks like the women from his youth. Xander, meanwhile, dresses up like a soldier and Willow hides the revealing outfit that Buffy made her wear under a white, sheet-like, ghost costume. It should be a fairly simple evening, but being Sunnydale, things soon go wrong. Unfortunately for the Scoobie's, Giles' nemesis Ethan Rayne is in town and he's cooking up a spell to turn everyone into their Halloween costumes. Soon Xander is shooting a machine gun, Buffy is fainting and simpering in the face of danger and Willow is walking through walls. Meanwhile, Spike arrives to take advantage of the situation and starts recruiting the newly transformed children/monsters into a slayer hunting party. It's up to Giles to stop Ethan before Buffy and the rest of the town is destroyed.

There's a lot to like about this episode. I think Angel, Buffy and Cordy's scene at the beginning of the episode is cute. I pretty sure that's the first time we see Angel laugh. And who can resist Spike and Dru? I just adore watching them together. Video taping Buffy so he can study her weaknesses is just so.... Spike. Unlike Angel he gleefully adapts to technology and uses all situations to his own advantage. I also love the scene where Willow, Xander, Cordy and Buffy are hiding at Buffy's house. Buffy and Xander's memory loss is hilarious, especially when Angel arrives. Spike's right, the whole episode is just... "neat."

On the downside, and I'm nitpicking here, but how that vampire just walked into Buffy's kitchen? He should have needed an invitation, even if he was just an ordinary person transformed into a vampire, right? The spell made everyone turn into their costumes, so technically he would be a vampire now and have to follow the "you need to invite them in" rule. Also, I can't believe how easily Spike captured Angel and the Scoobies. Good grief, he didn't even have to break a sweat! Angel's a better fighter than that. Also I'm not convinced that Angel ever knew any noble women in his human life. He was the wastrel son of an Irish merchant. His family, much to young Angel's dismay, only had one servant. I think it's sweet when he talks to Buffy at the end of the episode, reassuring her that she's far more interesting than any of the noble women he once knew. But, I don't think he's being entirely accurate.

My favorite part of the episode: Buffy's reaction to seeing a car for the first time, "It's a demon!" This is the exact same response Angel will have when he looses his memory and sees LA traffic speeding by in the "Angel" episode "Spin the Bottle."

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