Directed by Bruce Seth Green
It's Halloween, and Principal Snyder forces Buffy and her friends into chaperoning small children while they trick-or-treat. The Scoobies head off to a newly opened costume shop. Keen to impress Angel, Buffy picks out a beautiful 18th century style gown. The shop owner, Ethan, compliments her taste and offers her a deal. Willow decides to go for the "sheet over the head" ghost outfit, and Xander buys a toy gun to go with his army fatigues from home.
Later that night, Ethan seems much less innocuous as he chants to an evil-looking statue in the back of his shop. At the same time, Drusilla feels that something has changed in the air. She informs Spike that that the time is ripe to attack the Slayer. Ethan's spell takes effect, and everyone wearing a costume from his store turns into the respective persona. Willow becomes a literal ghost, able to walk through walls, Xander a trigger-happy soldier, and Buffy a hapless 18th-century noblewoman.
Willow rushes them to Buffy's house, where they find that Cordelia has not been affected by what she's wearinga cat costumebecause she bought her costume from a different, high-end store. Willow alerts Giles to what's going on, and it becomes clear that the problem arose at the costume shop. They head to back to Ethan's, where it's revealed that Giles and Ethan know each other. He orders Willow to leave and then interrogates Ethan to learn how to reverse the spell.
The Scoobies, led by Angel and Xander, manage to take refuge in an empty warehouse; however, they're quickly tracked down by Spike and his minions, who are hot on their heels. Just as Spike is about to kill Buffy, Ethan breaks and reveals that the spell is emanating from the statue, which Giles hurls to the floor. Buffy reverts to her old self, and with his minions reverted back to children Spike beats a hasty retreat. The next day, Giles heads back down to the costume shop to confront Ethan, but the shop has been cleared. He'll be back...
- An Aesop: Willow awakens on the porch, no longer a ghost and happy to be alive. She reflexively starts to put the sheet back on, but thinks better of it and ditches it. "How She Dies" by Treble Charger starts up as she strides confidently away.
- Amnesia Danger: None of the transformed characters save Willow has any memories of who they were, not even their names. This is a problem when transformed demons and regular demons start attacking, and the Slayer has become a powerless scared girl.
- ...And That Would Be Wrong: Buffy and Willow talk about how Giles's books might have details about what sort of women Angel was interested in. But in order to find that information, they'd need to go behind Giles' back, and betray his trust. And that, Willow points out, would be wrong. One Gilligan Cut later, they're both in Giles' book cage, flipping through an old volume...
- Animal Motifs: Cordelia dresses as a cat for Halloween. This fits her personality perfectly - a lazy, self obsessed egomaniac who controls all who are around her.
- Arson, Murder, and Jaywalking: Snyder says that Buffy's usual plans for the night will be put on hold. "Halloween must be a big night for you. Tossing eggs, keying cars, bobbing for apples, one pathetic cry for help after another."
- What does he have against bobbing for apples? Does he think it's a waterboarding simulator?
- Attempted Rape / Percussive Therapy: Cap'n Larry (?) accosting Buffy in an alley. Luckily, Xander comes to the rescue and tackles him."It's strange, but beating up that pirate gave me a weird sense of closure."
- Badass in Distress:Willow: [under her breath] She couldn't have dressed up like Xena?
- Bad Boss: Spike again sacrifices one of his mooks to get an idea of how the Slayer fights.
- Bare Your Midriff: Willow, who up to this point has always worn very drab, conservative outfits, dons a sexy midriff-baring costume as a plot point, and looking quite fit indeed. Oz sees her after the spell wears off and is quite taken by such a vision, while Giles is rather...disturbed.Giles: So, everybody became whatever they were masquerading as?Willow: Right. Xander was a soldier, and Buffy was an eighteenth century girl.Giles: And, uh...your...your costume?Willow: *defensively* I'm a ghost.Giles: Yes, um...*sputtering*...the ghost of what, exactly?
- Be Careful What You Wish For: Lampshaded by none other than Rayne himself.
- Becoming the Costume: What Rayne has induced for everyone on Halloween. Example: Willow, being a ghost, can't turn the pages in Giles' text book.
- Fridge Logic: When leaving Ethan's costume shop, we hear Willow open and close the door when she should have just walked through it.
- Bedsheet Ghost: Willow's generic ghost costume, complete with "BOO!" lettering on the front.
- Beware the Nice Ones: Rupert used to be called "Ripper", and there was a reason for that.
- Bilingual Bonus: When Ethan is invoking the power of Janus (in Latin), this is what he actually says:"Janus, I call forth your spirit. Hear my cause, seize the night for your purpose. Come, appear, and show to us that which is infinite power. The mask is transformed into flesh and blood. Your holy presence curdles the heart. Janus! Take the night!"
- Bridal Carry: Seeing Spike coming, the Scoobs make for a nearby warehouse, with Angel carrying the helpless Buffy.
- Buffy Speak: Xander and Larry's greeting. "Hey, Lar. You're looking Cro-Mag' as usual."
- Willows asks if Angel was mad about Buffy's lateness due to an unscheduled slayage. "Actually," Buffy recalls sourly, "he was pretty un-mad."
- Buffy examining her costume in the mirror and beaming. "I'll show him I can coif with the best of 'em."
- Bully Hunter: Buffy, when Larry is about to attack Xander.
- Calling Me a Logarithm: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!
- Cassandra Truth: Buff and Willow dropping the bombshell that Angel's a vampire. Cordelia thinks they're just trying to scare her off.
- Catgirl: Sadly averted with Cordelia. There is another feral-looking cat demon amongst the cursed trick-or-treaters.
- Cheap Costume: Xander can't afford a costume, so he instead buys a toy gun to go along with his Army Surplus fatigues. "Call me the two dollar costume king, baby."
- Classical Mythology: Janus, who isn't quite as maniacal as this show would have you believe.
- Comically Missing the Point: Buffy plowing Xander's tormentor into a soda machine. The impact knocks loose a cola, which Buffy grabs excitedly, ignoring Xander who stands aghast.Xander: Do you know what you just did?
Buffy: Saved a dollar?
Willow: Free candy?
- Buffy opines that Willow should quit hiding, as she's missing the entire point of Halloween.
- Complaining About Rescues They Don't Like: Buffy saves Xander from a pounding by Larry, which of course is rather humiliating (it's in the middle of a crowded hall). To make it worse, Xander was trying to defend Buffy's reputation.
- Cool Guns: Xander's toy gun tranforms into an M4A1, the standard weapon of U.S Navy SEALs.
- Could Say It, But...:Willow: 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.
- Continuity Snarl: The diary says that Angel was 18 in 1775 and that he hung out with noblewomen. We later learn that by 1775 he had already been a vampire for 22 years and that he was born in 1727. So either the writers can't do math or they weren't paying attention to what the props department had written in the book.
- Corpsing: Angel was supposed to look bored when Cordelia attempts to flirt with him. But David Boreanaz kept laughing, and they decided to add it in.
- Could Say It, But...: Buffy and Willow also plan to steal books from Giles' office in this manner:
- Crash-Into Hello: Oz crashing into Willow as she's wearing her ridiculous ghost costume, continuing the theme from "Inca Mummy Girl". Subverted in that with the sheet over her head, Oz doesn't even realise she's Eskimo Girl.
- Cringe Comedy: Buffy showing up at The Bronze with pieces of straw sticking out of her hair. Cordy snidely compliments her on the "street urchin" look.
- Curse Cut Short: Buffy immediately disobeying Willow's order to stay put. Xander overrules her. Buffy blabs some more about her hopes someone nice will marry her, "possibly a baron." Well, this Baron is here to serve you a nice glass of shut the hell up, lady.Xander: Ma'am, in the Army we have a saying. Sit down and shut the—
- Damsel in Distress: Buffy becomes this when an enchanted costume causes her to become a very helpless 18th century noblewoman.
- Department of Redundancy Department: "Must have been wonderful," Buffy sighs forlornly. "Put on some fantabulous gown and go to a ball like a princess, and have horses and servants, and yet more gowns."
Buffy:And that's the point. Look, Halloween is the night that not-you is you, but not you — you know?
- Willow's verdict on her new costume is that it just "isn't me." Buffy's having none of that.
- Distress Ball: While grappling with another vampire (during which Buffy is no help at all), Angel turns to Buffy in game face. Buffy screams and runs out of the house.
- Double Entendre: Angel tells Buffy that the noblewomen of his time bored him. "I always wished I could meet someone... exciting. Interesting." He's referring to Buffy, but it also explains his attraction to his sire, Darla.
- Dramatic Drop: Played for laughs. Giles is organizing card catalogue entries when Ghost Willow walks through the wall, nearly giving him a heart attack and causing him to scatter the cards through the air in shock.
- Dramatic Wind: Signifies that Ethan's spell has taken hold.
- Edible Bludgeon: A pair of them in the teaser: Upon being knocked down, Buffy looks up and sees a mook vampire coming at her. She reaches for something. The vamp get beaned with a gourd, and then with a whole pumpkin.
- Embarrassing Rescue: Xander moves to defend Buffy's honor, only for Buffy herself to appear out of nowhere, arm-twist Larry and tell him to beat it, which he does.Xander: A black eye heals, Buffy, but cowardice has an unlimited shelf life!
- Escort Mission: Snyder's assignment: Take the kids trick-or-treating and return them safe and sound, or you're (What else?) expelled.
- Everything's Better with Rainbows: Willow's rainbow suspenders. Foreshadowing high-fives itself.
- Exact Eavesdropping: With Buffy gone, the remaining Scoobies go look for her. Angel points out that she's helpless while under the spell. Only he says it loudly enough that Spike, who's behind a nearby tree, overhears him. Nice one. Spike has assembled a posse of kid-demons, and tells them that "the tenderest meat you've ever tasted" is out there, and all they have to do is find her first.
- Expansion Pack Past: This is the first time Giles's old nickname (Ripper) is used. It also introduces his shady past.
- Expospeak Gag: Xander's rejoinder to those who believe he and Buffy are "just friends.""I like to think of it less as a friendship and more as a solid foundation for future bliss."
- Buffy telling Giles to get a life, suggesting that he go to this place where "you sit in the dark, and there are these moving pictures, right? And the pictures tell a story."
- Face Framed in Shadow: Ethan as he's performing the ritual to Janus.
- Fainting: Willow proclaims that they need to find — a gown-wearing Buffy appears in the frame behind Xander — "Buffy!" A couple more demon-kids move to surround them. Xander says they have a situation, and Willow asks Buffy what they should do. Buffy faints dead away.
- Failed a Spot Check: Willow explaining that they have to go get Giles, telling Cordy to sit tight. Cordelia sneers, "Who died and made her the boss?" Behind her, Willow walks straight through a wall. Buffy sees this over Cordy's shoulder, and her eyes go wide.
- Averted with Angel noticing that Buffy's door is open.
- False Camera Effects: The Batman Cold Open involves a vampire recording Buffy's fights, with added in lines on the screen to make it look poor quality.
- Fish out of Temporal Water: An SUV rounds the bend with its headlights on, and Buffy cowers behind Xander. A DEMON!!Willow: That's not a demon. It's a car.
Buffy: What does it want?
- 5 years later, this gag was revisited on Angel's "Spin The Bottle".
- Follow the Chaos: Drusilla's vision gets Spike to go out into Sunnydale on Halloween night, when he'd been planning to stay in. He's quite amused by what he finds.Spike: Well. This is just...neat.
- Foreign Cuss Word: Willow's line, "Wild on me equals spaz" was cut when the episode was shown on the BBC because in the UK, "spaz" is an offensive term often used to describe a handicapped or disabled person. Technically, it means the same thing here (it's short for spastic), but no one knows that.
- Forgotten Friend, New Foe: In the shop, Giles and Ethan have their reunion. Giles greets Ethan by name. "Hello, Ripper.", Ethan snarks. He asks if Giles isn't pleased to see his "old mate."
- For Halloween, I Am Going as Myself: Inverted - vampires and other demons generally stay in on Halloween, finding it unbearably commercial and tacky. On seeing the results of Ethan's spell, however, Spike can't resist getting involved.
- Friendly Neighborhood VampireCordelia: Oh, he's a vampire. Of course! But the cuddly kind. Like a Carebear with fangs?
- Got Volunteered: Principal Snyder, holding a clipboard, rudely yanks back a passing student and informs her that she's "volunteering." Xander notes that Snyder is using a loose definition of the word "volunteer." Seconds later, it's too late, as Snyder slaps his hand on Buffy's shoulder. Willow looks glum and Xander amused as Snyder hands Buffy a pen to sign up, but then both look horrified when Snyder hands them each a pen of their own.
- Halloween Cosplay: Buffy as an 18th century princess, Willow as a ghost and Xander as a soldier.
- Halloween Episode: The trick-or-treaters in Sunnydale are subjected to a literal case of Becoming the Costume thanks to Giles' former friend, Ethan Rayne. This unfortunately includes Buffy, who chose to dress up as an 18th century lady in an effort to impress Angel, and becomes a Distressed Damsel for the duration of the spell. And just when you think things couldn't get any worse, Spike finds out about Ethan's antics through Drusilla, and comes pretty close to offing Buffy.
- Hidden Depths: "Everything's switching. Outside to inside." Giles reveals his inner Ripper, Willow shows her leadership skills, Xander his future potential as a Badass Normal, and Buffy the vulnerability she hides beneath her perky persona. Cordelia of course remains Cordelia.
- Horror Doesn't Settle for Simple Tuesday: Surprisingly subverted, as vampires and demons tend to lay low on Halloween due to the holiday being unbearably commercial and tacky. This Halloween, however, both Ethan Blayne and Spike simply can't resist causing havoc.
- I Just Want to Be NormalBuffy: 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.
- Improvised Weapon: Spike lampshades this. He arranges for a mook to videotape Buffy in action, then reviews the tape so he can learn how to defeat Buffy. He is particularly impressed when she stakes the vampire with a signpost.
- Intangible Girl: Ghost Willow. Mostly played for laughs.Willow: *staring morosely at a book* I don't even know what I'm looking for. Plus, I can't turn the page.
- It Was Here, I Swear!: Giles reenters Ethan's store, which has been cleaned out. He finds a card that simply says, "BE SEEING YOU"
- It's a Long Story: Back at the house, Angel's baffled as to what's going on. Cordelia gives him the skinny: "They don't know who they are, everyone's turned into a monster, it's a whole big thing. [bright smile] How are you?"
- Jack Bauer Interrogation Technique: Giles tells Ethan to break the spell and leave town, and that if he does, he gets to live. Ethan starts to wisecrack how scared he is, but Giles lightning-quickly punches him and knocks him to the ground. Ethan lies on the floor, and, though deflated, muses that maybe the Ripper isn't dead after all. Giles repeats his question and wing-tips Ethan in the ribs. Ouch!
- Laser-Guided AmnesiaWillow: Buffy, are you hurt?
Buffy: (confused) Buffy?
Willow: (to Xander) She's not Buffy.
Xander: Who's Buffy?
Willow: Oh, this is fun.
- Last-Second Word Swap: The doorbell rings, and Buffy happily says that it'll be Xander, who will go "non-verbal" when he sees Willow. Willow looks pensive. Downstairs, Xander flips over Buffy's getup when she opens the door. Buffy curtsies in response, but excitedly tells Xander, "wait'll you see—" Willow appears on the stairs wearing the ghost sheet. "—Casper."
- Let Us Never Speak of This Again: Buffy trying to apologize for the Larry incident. "Do you mind, Buffy? I'm trying to repress."
- Linked List Clue Methodology: In the library, Willow and Giles lay out the backstory again. He asks what her costume is, and she tells him she's a ghost. Warily, Giles examines her fetish-wear and asks, "The ghost of what, exactly?" Willow covers herself up and gets defensive, describing Cordy's catsuit for some perspective. This points them to a clue, namely that Cordy didn't change. Willow says that Cordy got her costume at Party Town, but the rest of them got theirs at a new place, "Ethan's." Giles' glaring eyes indicate that he recognizes the name.
- The Load: Buffy seems to be channeling the spirit of Willie Scott in this episode, complete with Anvilicious blabbering about how women aren't supposed to fight.
- Macho Masochism: Xander feeling cheated at Buffy not allowing Larry to turn him into hamburger.Buffy: OK, then I promise, from now on I'll let you get pummeled.
Xander: Thank you.
- The Matchmaker: Exploited by Buffy while attempting to stall Giles. During this dizzying exchange, Buffy is surreptitiously beckoning to Willow to come in, but she's too slow. Finally, Giles has had enough, and Buffy blurts, "—Miss Calendar said you were a babe!" (Willow looks at Buffy all "I can't believe you just went there.")
- Must Be Invited: The only time this rule was ever completely broken was when a boy who had become his vampire costume somehow breaks into Buffy's house on his own. No explanation for how he was able to do this is given, though it was probably due to him not being a true vampire.
- Nerds Are Sexy: The entire point of the costume that Buffy talked Willow into wearing before she chickened out. After her experiences during the episode, however, she decides to ditch her "ghost" costume and stick with the original plan, confidently walking around in her "club girl" get-up.
- The Nicknamer: Cordelia inquiring as to whether "Mr. I'm-the-lead-singer-I'm-so-great-I-don't-have-to-show-up-for-my-date-or-even-call" will be playing at The Bronze that night.Oz: Yeah, you know, he's just going by "Devon" now.
- No Snack For You: Xander and the uncooperative soda machine.
- Not What It Looks Like: Angel twiddles his thumbs at a table in The Bronze. Cordelia, like a well-manicured vulture, swoops in for the kill. Angel says he's waiting for Buffy, and Cordy reveals that she's there to be meet a member of Oz's band, but he seems to have flaked. On cue, Buffy enters and quickly spies the pair of them smiling together.
- Offscreen Teleportation: Ethan's body vanishes as soon as Giles turns his attention to the statue.
- Ominous Multiple Screens: Spike reviewing a tape of Buffy's fight at the start of the episode. The images play on a GLaDOS-style halo of TV sets mounted on the factory ceiling. (Angel later sends them crashing through the floor in "Surprise".)
- Only Sane Woman: With Buffy and Xander brainwashed by Ethan's chaos spell, Willow is the only one to retain her sense of self.
- Our Ghosts Are Different: Especially when they've only been temporarily transformed into one due to a magic spell.
- Pimped-Out Dress: Buffy's 18th century style noble lady outfit.
- Pirate: Larry's pirate costume turns him into (what else?) a swarthy buccaneer.
- Pistol-Whipping: Xander clocking a demon-kid with the butt of his rifle.
- Pre Ass Kicking One Liner: As soon as Giles shatters the statue, we cut to the warehouse, where Xander's gun has reverted to a toy. The mini-demons are kids again. Spike looks around, confused, and then Buffy's wig comes off in his hand. Uh oh. Buffy, now her old self, gets up, and, with a sunny smile, starts kicking Spike's ass. "Hi honey. I'm home."
- Princess for a Day: Buffy plans to dress like a noblewomen to suit Angel's tastes. "Call it a blast from his past."
- Promise Me You Won't X: Buffy calling to Willow to come out and show off her new costume. Willow reluctantly obeys ("Promise me you won't laugh?"): her hair is up, and she's wearing makeup, a black leather skirt, and a midriff-baring brown top. Va Va Voom.
- Puppy-Dog Eyes: At the costume shop, Buffy apologies to Xander for saving him from Larry, using these and resting her chin on his shoulder. How can Xander resist?
- Really Gets Around: Larry inquiring as to whether Xander and Buffy are a couple. When the answer is negative, he's psyched, because he heard Buffy is "fast."Xander: I hope you mean "like the wind."
- Reset Button: Averted. Xander gains the knowledge and skills of an experienced soldier after Ethan's spell — for a while, anyway. This is handy in later episodes.
- Reveal Shot: We open on a pumpkin stand. The camera pans down to reveal a sign informing us that Halloween is two days away, and a jack-o'-lantern. —Hey, where's the Batman Cold Open? Aha, here it comes. Buffy comes flying into the frame and lands on her derrière, smashing the jack-o'-lantern.
- Ritual Magic: Ethan, clad in ceremonial robe, chanting to a bust of Janus in the back room of his shop. Ethan anoints his own eyelids and forehead with some blood, and declares that himself a servant of chaos. Nothing ominous about this at all.
- Sadly Mythtaken: Janus is portrayed as a god of chaos. Nothing could be further from the truth; while the "division of self" does fit the idea of people and their costumes becoming one, Janus could better be portrayed as a god of Order, not Chaos, especially in his role as god of portals, doors, and gateways. The Roman goddess of chaos was, fittingly, named Discordia.
- Screw Learning, I Have Phlebotinum! / Took a Level in Badass: Soldier Xander.
- Giles, whose "sniveling tweed-clad" persona might, according to Ethan, be just an act.
- Security Cling: Buffy spend such of the episode sidling behind Xander. Later, when the lights go out in the house, Buffy reflexively grabs Cordy, who snits, "Do you mind?"
- Sensei for Scoundrels: Xander pacing up and down and giving his children a Patton-style speech on how to scam extra candy.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?
- Shaped Like Itself: Oz complimenting Cordy's attire, consisting of a unitard with cat ears and drawn-on whiskers. "You're like a big cat."
- She Cleans Up Nicely / Grand Staircase Entrance: The effect Buffy was going for. Inverted with Willow's purposely trashy outfit.
- Buffy attempts to get Willow to do the whole "coming down the staircase" thing to impress Xander, albeit dressed as a hot goth rather than a fairytale princess. However, Willow backs out and comes down the stairs... in a traditional Bedsheet Ghost costume.
- Shut Up, Kirk!: Giles is surprised he didn't guess Ethan was behind the "Halloween stunt." He goes on that it's "sick" and "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.
- Skewed Priorities: Cordelia whining about her ruined costume and how Party Town will never give her deposit back.
- Smash Cut: Willow noting that it's too bad they can't read up on Angel in the Watcher diaries. Buffy, in a mischievous tone, agrees that it's too bad, as Giles keeps them in his office with his personal files, and that stuff is private. "Most importantly, it would be wrong." Cue to Willow and Buffy cat-burgling their way into Giles' office.
- Drusilla sensing that "someone new" is about to turn Halloween on its head. Creepy music swells, and we cut to Ethan in ceremonial robes, reciting a paen to his Janus bust.
- Someday This Will Come in Handy: Although Xander reverts back to normal at the end of the episode, he retains the military knowledge of his soldier persona for the next few seasons. This will become extremely useful in future episodes.
- Stop, or I Will Shoot!: Unable to shoot a pack of kid demons, Xander lays down some warning fire, causing them to retreat.
- Stylistic Suck: The video being shot by a vampire during the cold open includes interlacing artifacts (horizontal lines appearing around the moving vampire and Buffy).
- Suspiciously Specific Denial: Buffy stealthing her way toward Giles' office in search of his files. She paws around carefully and darts her eyes left. Then right. Coast is clear. She starts to stride toward the office, but Giles suddenly calls to her from the book cage, startling her.Giles: [notices her] Buffy! Excellent.
Buffy: Nothing! —Hi!
- Swapped Roles: With Buffy and Xander losing their identities, Willow becomes the leader of the gang for the episode, with Angel and Cordelia as her backup. While Angel is a constant in this regard, Willow and Cordelia are typically the Distressed Damsel to Buffy's Action Girl.
- Talking Is a Free Action: Spike grabbing Buffy and leaning in for the kill. Elsewhere, Giles has ample time to interrogate Ethan, figure out that he needs to destroy the statue to break the spell, raise the bust on high, and shatter it. When we cut back to the warehouse, Spike still hasn't bitten down.
- This Is Something He's Got to Do Himself: Giles sending Willow out of Ethan's shop so she won't have to see what comes next.
- Thou Shalt Not Kill Muggles: Xander, his toy gun now replaced with a real military-issue rifle, is shooting at some demonic targets. A short demon happens by, and Xander takes aim — but Willow warns him that there's still a little kid in there.
- Took a Level in Badass: Xander, just because he chose a soldier guy as his costume. The experience and memory he retains as an army dude throughout most of the series becomes a true asset to the Scooby Gang on several occasions. Though he's still Xander.
- Tranquil Fury: The moment Giles sees Ethan for the first time, he becomes several straight minutes of this.
- Truce Zone: Demons and vampires traditionally avoid hunting or attacking on Halloween and "take the night off" because they believe it to be an idiotic cliché. Needless to say, there's always a few idiots who spoil the broth.
- Try to Fit THAT on a Business Card!: Buffy, Lady of Buffdom, Duchess of Buffonia!
- Unwanted Assistance: Buffy studying a drawing of a 1775 noblewoman and moping that she'll never be like her. Willow tries being supportive, pointing out the freakishness of the girl's tiny waist. "Thank you," Buffy snorts. "Now I feel better."
- Upper-Class Twit: Aristo-Buffy.
- The Vampires Who Say Squee: Spike was absolutely giddy when all hell broke loose, and was savvy enough to start recruiting little demon kids to hunt down Buffy.Spike: Well, this is just...neat!
- Verbal Backpedaling: Willow's rescue of Cordelia, who seems immune to the nasty spellwork."Your name is Cordelia, you're not a cat, you're in high school and we're your friends! ...well, sort of."
- Villain: Exit, Stage Left: Spike's humiliating retreat. Also one of the worst in the show — it's especially obvious here that there's literally no reason for Buffy to just let him get away.
- Wait Here: Though to be fair, this version of Buffy can be forgiven for not trusting Angel with a face like that. She'd rather stick with "the man with the musket."
- Walk-In Chime-In: In Ethan's shop. Giles and Willow quickly discover the bust of Janus, whose eyes are glowing green now. Giles explains that he's a Roman god who represents the division of self. "Male and female, light and dark..." Ethan's voice cuts in:"Chunky and creamy. Oh! No, sorry, that's peanut butter."
- We Need a Distraction: Buffy making U-turns around Giles to prevent him from spotting Willow inching toward his office. "Look at ME when I talk to you!"
- What Year Is This?: Willow asks Buffy what year she thinks it is, and the answer is 1775.
- What the Hell Is That Accent?: SMG's attempt at an English accent. Suddenly, David Boreanaz's Irish brogue doesn't seem so bad.
- Wig, Dress, Accent: Buffy rounds out her costume with an appropriately humongous brown wig.
- Workaholic: Giles proposing to Buffy that they send their night off practicing some battle techniques. Buffy says he needs to get a life, and Giles protests that he has many relaxing hobbies. Like "cross-referencing."
- Played for laughs as the girls are perusing the Watcher Diaries for hot babes from Angel's time. Buffy finds one who's particularly "coiffed." Willow notes that this lady was probably "a noble-woman or something" and that being pretty was her job. Then clearly, Buffy retorts, "this girl was a workholic."
- You Must Be Cold: Xander, under the influence of his soldier costume, puts his army shirt around Cordelia's shoulders; she's so pleasantly surprised she doesn't even snark at him.
- You Remind Me of X: Angel, ignoring Cordelia, gently asks Buffy if she's okay. She says yes, smiles, and walks off arm-in-arm with him. "Hellooo?," says Cordy, "it felt like I was talking, my lips were moving, and..." Xander tells her to give it up. "You're never gonna get between those two. Believe me, I've tried."
- You Are in Command Now: This marks the first occasion that Willow takes charge of the Scoobies when Buffy is incapable for some reason.
- You're Not My Type:
- Angel doesn't actually say it; Willow does. She later turns out to have been on the mark, as Angel used to find the noblewomen of his era (of whom Cordelia is a modern avatar) to be a horrific bore. We learn in the third season that he actually spent most of his time as a man whoring in taverns.
- Ironically we also learn that Angel was sired by Darla, posing as a noblewoman looking for a good time in an alley. Which would give him another reason they're not his type.