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Buffy the Vampire Slayer episode
Episode no. Season 2
Episode 6
Written by Carl Ellsworth
Directed by Bruce Seth Green
Production no. 5V06
Original airdate October 27, 1997
Episode chronology
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"Reptile Boy" "Lie to Me"
List of Buffy the Vampire Slayer episodes

"Halloween" is episode 6 of season 2 of Buffy the Vampire Slayer.



Buffy and Angel finally agree to a date, but Buffy is delayed at Pop's Pumpkin Patch by a vampire. Another vampire films while hiding. As Angel waits at The Bronze, Cordelia shows up and starts talking to him. When Buffy finally arrives, she is turned away by Cordelia's sharp tongue. Cordelia continues to hit on Angel, unaware of his history.

The next day, Principal Snyder forces Buffy and her friends into chaperoning small children while they trick-or-treat. Buffy would rather take a break during the only slow night for vampires. Later, Larry, the school bully, threatens Xander while asking him about Buffy, who smashes Larry into a soda machine. Xander is angered by the damage that does to his reputation.

After Xander leaves, Buffy and Willow's conversation eventually turns to speculation about Angel's past. The two decide to sneak into Giles' office and borrow the passed down Watcher's Diary. From this, they hope to learn more about what type of girls Angel used to be attracted to as a human. Buffy is slightly mopey after her date with Angel didn't fly, and is eager for information on how to win him over.

The gang has to dress up for Halloween. They head to Ethan's Costume Shoppe, where Willow gets a ghost costume and Xander buys a toy gun to go with his army fatigues from home. Buffy and Xander make up, but then she spies the most beautiful 18th-century pink dress—one that matches what she has spied from Giles' Watcher files on Angel. Ethan Rayne appears and makes her an offer she cannot refuse.

Spike is reviewing Buffy's fight. Drusilla comes to tell him that someone will make Buffy weak on Halloween night. Meanwhile, Ethan is chanting to a statue of Janus in the back room of his shop.

On Halloween night, Buffy manages to convince Willow to wear a black mini-skirt and a long-sleeved crop shirt. Willow is very shy and tries to hide it with her ghost costume. The doorbell rings and Willow takes the opportunity to cover her skimpy outfit. Later that night, Ethan's spell takes effect and everyone wearing a costume from his store turns into the respective persona. Willow becomes a real ghost, able to walk through walls, Xander a soldier and Buffy an 18th-century noble woman.

Willow convinces Xander to stop shooting at people. They find a disoriented Buffy, who is frightened and confused by the modern world. Willow rushes them to Buffy's house, where her mother is conveniently not home. Outside, Cordelia screams and Xander rushes out to save her. They find that Cordelia has not changed into what she is wearing—a cat—because she bought her costume from another store. Willow goes to Giles for help. While Cordelia searches the house, Angel shows up and takes Buffy into the kitchen. As Angel tries to kill a vampire that has sneaked into the house, he reveals his vampire face. Buffy is horrified and runs from the house.

Arriving at the library by walking through walls, Willow, after scaring Giles by just showing up where there isn't a door, tells him about Ethan's costumes. They head to the shop, where Giles reveals that he knows Ethan. He orders Willow to leave and physically persuades Ethan to tell him how to reverse the spell.

Spike is looking for Buffy, who enters an alley and meets Larry, now a pirate. Xander arrives to beat up Larry while Willow shows up to warn them of Spike. The gang tries to barricade themselves inside a warehouse, but Spike's gang breaks in. Just as Spike is about to kill Buffy, Ethan reveals the secret to ending the spell and Giles throws the statue to the floor, smashing it to pieces, breaking the spell. Buffy recovers to defeat Spike and he flees.

Oz sees Willow around town again, asking himself "Who is that girl?"

Buffy admits to Angel that she was trying to impress him. He tells her that he hated those people back then. The women were dull; he wanted someone exciting. They kiss. The next day, Giles returns to the store to find a note. Ethan has promised to return soon.




Guest starring



“Halloween” had an audience of 3.7 million households on its original airing. When the episode aired in repeat in February 1998, the episode actually scored a higher 4.0 household rating.


A diary entry depicts a girl connected to Angel's past from 1775, when the entry also says Angel was an 18 year old human. This date does not fit with later flashbacks to Angel's early days. In the first part to the season two finale, "Becoming, Part One", the date when the vampire Angelus was sired is given as 1753. This date is also upheld in several episodes of the Buffy spin-off, Angel.

Arc significance

  • Xander gains the knowledge and skills of an experienced soldier after Ethan's spell. This comes to use in later episodes.
  • This is episode marks the first time that Willow takes command of the Scoobies, as Buffy has no recollection of who she is & therefore has no way of leading her friends. Willow will take command of the Scoobies again during the time between seasons 5 & 6, when Buffy is dead.
  • This is the first hint at Giles's past, more of which is explained in The Dark Age.
  • This episode marks the first appearance of Ethan Rayne, who will later be a recurring character.
  • Despite Willow's assurance that Cordelia is not Angel's type, Cordelia and Angel later fall in love in Season 3 of the Buffy spin-off, Angel.
  • This episode establishes that vampires show up on film, despite the fact that they have no reflections. This trait will continue until the series finale and crossover to the spin-off Angel.


  • As Ghost Willow leaves the costume shop, she brushes against the curtain, despite not being corporeal. There is also the sound of a door being opened.
  • When Buffy and Willow are reading the entry in the Watcher Diaries, Buffy says there is no name for the drawing of the girl yet the name "Sarah" can be seen beside it.


  • German title: "Die Nacht der Verwandlungen" ("The Night of Metamorphoses")



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