It's Halloween, and the Magic Box is enjoying its busiest day ever, to Anya's delight. Xander goofs around pretending to be a pirate, Dawn looks for stuff to take, Anya roller-skates around selling things, while Willow argues with a woman who is dressed as a stereotypically evil witch—Willow insists that that is a misrepresentation. Buffy runs into Spike in the basement, and the two have an awkward conversation in which Buffy thinks Spike is trying to get her into bed, but then he clarifies that he wants to go patrolling with her that night. The gang, who have been helping out all day, are worn out. Anya dances with Dawn as she counts her money. Xander looks at her, and decides that the time has finally arrived to announce that he and Anya are engaged. The gang wishes the couple well but privately share their concerns with each other. As Anya gushes about wedding plans and being married, Xander starts to look uncomfortable.
The gang throws an impromptu party at Buffy's house for the two. Willow and Tara have a short fight after Willow uses magic to fill the room with decorations. Tara worries about Willow's unnecessary and excessive use of magic, while Willow fails to see anything wrong with doing so. Dawn reminds Buffy that she is spending the night at her friend Janice's house. After Buffy approves, Dawn heads out to meet Janice for what is actually planned to be an evening of Halloween fun and teenage hijinks with two older boys named Zack and Justin.
As Dawn, Janice, Zack, and Justin engage in some of the more violent Halloween pranks, breaking windows and damaging mailboxes, back at Buffy's place, Giles and Xander share a drink and talk about Xander's future. Xander almost seems to second-guess his marriage intentions and his future. Giles assures him that everything will be fine.
Dawn and friends find themselves in front of Old Man Kaltenbach's house, Kaltenbach being reclusive and subject to rumor. After Janice refuses to approach the house, Dawn then bravely volunteers. Unfortunately, as she lifts his pumpkin to smash it, the old man grabs her. Dawn's pals quickly rush her aid and are... cheerily invited into the house. As it turns out, the man was actually a toy maker who is merely bitter about his toys becoming obsolete. Justin offers to help the old man with his special treat in the kitchen. As he prepares rice crispy treats for the kids, Justin vamps out, kills the old man, and steals his wallet. Zach and Justin debate whether to just eat Janice and Dawn, or turn them into vampires, too. Justin gives Dawn $10—her portion of the money stolen from Kaltenbach, which she accepts without hesitation. When Justin discovers that Dawn has been stealing for a long time, he is impressed after hearing her out.
Janice's mom calls Buffy's house. Quickly, Giles figures out that Dawn has tricked them. Xander refers to it as "dipping into the classics". Giles goes off to find Buffy; Anya, and Xander mind the house; and Tara and Willow head for The Bronze. Zack steals a car by killing the driver. Then, the four teens begin making out. Janice and Zack then take off, leaving Dawn and Justin alone in the car. Justin then takes the opportunity to make his move and deliver Dawn her very first kiss.
At The Bronze, Tara and Willow get into a fight when Willow proposes to magically shift everyone who isn't a 15 year old girl old into an alternate dimension to make Dawn easier to find. After Tara calls Willow out, Willow gets very angry and accuses Tara of taking Giles's side.
In Zack's stolen car, Dawn and Justin continue to make out. However, after Justin nibbles her lip a little too hard, he vamps out. Although Dawn is swept away in the moment, she manages to feel his lumpy noggin. Nearby, Buffy smashes the door in on Spike's Crypt. He informs her of Dawn and her antics. Buffy, angry, grabs a pistol crossbow out of Spike's weapons chest.
In the cemetery, Giles hears a girl scream and races to save her, thinking it's Dawn. Instead, he finds Zack and Janice, just as Zack pulls his teeth out of her neck. Zack calls Giles "grandpa" and tells him Janice was asking for it. The Watcher scoffs that he's certain she was not, and then dusts him. He continues to look for Dawn.
Meanwhile, Dawn has just run out of the car to get away from the vampire. He stops her, telling her in an unconvincing monotone that she's different from other girls; he could tell when he first met her that she was special. As he leans in to bite her, he says that it's OK and tha it will only hurt for a second. At that moment, Giles finds Dawn and tells her that Justin says that to all the girls. As Giles approaches to fight him, a crew of vampires, surround them. Just then, Spike and Buffy also arrive on the scene, and Buffy turns into her mother as she criticizes Dawn for parking with a vampire. Dawn protests that she didn't know he was a vampire; they'd just met. Buffy counters angrily that she shouldn't be parking with a guy she just met. Dawn protests that Buffy fell in love with a vampire. Then, an all-out Halloween battle breaks out. In the battle's conclusion, Justin finds Dawn, knocks her down, and straddles her. She says she thought he really liked her. He says he does, then leans in to bite her. But Dawn dusts him with a crossbow arrow she was holding at her waist.
The gang return home, where Buffy is quick to leave the job of chastising Dawn to Giles, who is unhappy about how Buffy is relying on him so much. Meanwhile, Tara is still angry at Willow, so Willow casts a spell on Tara to make her forget their quarrel.
- Accidental Innuendo (In-Universe): Buffy shows where her mind is at re Spike.Spike: Feel like a bit of the rough and tumble?Buffy: (startled) What?Spike: Me...you...(Buffy's eyes widen) Patrolling. Hello?
- Affably Evil: Justin actually seems fairly genuine about liking Dawn. He can't help being a vampire and thus naturally disposed toward evil.
- Amusing Injuries: Giles' pratfall in the cemetery.
- Badass Adorable: Dawn the Delinquent.Justin: Oh, you steal my heart — cute and bad.
- Bait-and-Switch: The creepy old guy appears to be the Monster of the Week. Instead he's the first victim of the boys Janice and Dawn are with, who are actually vampires.
- Bare Your Midriff: Janice
- Beast and Beauty: Justin and Dawn are quite taken by each other.
- Bond One-Liner: Subverted — a vampire rushes at Buffy shouting, "Die, Slayer!" Buffy casually stakes him and goes, "Mm-hmm."
- Car Fu: Buffy kills a vampire by decapitating him with a car door.
- Call-Back: Buffy is reluctant to go down to the Magic Shop's basement for fear she'll be caught in another "Groundhog Day" Loop as per "Life Serial".Buffy: Don't blame me if we have this conversation over and over... (Conversation Cut to Buffy walking down the basement stairs) ...and over ... and over, and over.
- Comically Missing the Point: Anya dresses up as an angel called a Charlie."We don't have wings. We just skate around with perfect hair, fighting crime."
Xander: I'm gonna marry that girl.
- Xander watches Anya doing the Happy Dance with Dawn.
Buffy: What?! She's fifteen and my sister, so don't ev— (gets it) Oh.
- Curse Cut Short: Willow is cursing (not that way) a customer dressed as Wicked Witch.Willow: And while you're at it, why don't you try removing that broomstick from your— Dawn!
Dawn: Hey. Don't stop the invective on account of me.
- Defrosting Ice Queen: Buffy is clearly playing with the thought that she might "misbehave" with Spike.
- Description CutDawn: Come on, it's four blocks away. Not like I'm going to be roaming the streets! (Cut to Dawn roaming the streets)
- Janice asks excitedly, "You have a car?" Cut to one of the vampire teens throwing the dead boy of a driver out of his car.
- Buffy looks worried when she finds out Xander is going to marry Anya. "Giles, we have to do something!" Cut to them throwing Xander a party.
- Disappointed in You: Lampshaded and subverted.Giles: We need to have a conversation.
Dawn: This the part where you tell me you're "not angry, just disappointed"?
Giles: Pretty much. Except for the bit about not being angry.
- Does Not Know Her Own StrengthBuffy: (hugging Xander) You're getting married! You!
Xander: (hoarsely) Me. Choking...
- Does This Remind You of Anything?: The boys are talking about going 'all the way' and then five minutes later are discussing knocking on someone's door.Justin: Look, you don't have to do this.
Dawn: It's okay. (maintains eye contact) I want to.
- Dressed to Plunder: Xander's Halloween costume. Arr.
- The Easy Way or the Hard Way: A vampire is holding Dawn by the throat. Giles, who has already staked one vamp tonight, moves menacingly towards him.Giles: Now, you have a choice, son. We can do this the easy way, or we can do this the ha—Car headlights turn on; a gang of teen vampires get out of several parked cars, surrounding Giles)Justin: What were my choices again?
- Evil Is Petty: The vampire teens engage in petty vandalism such as letting down car tires, throwing eggs against walls, and kicking off mailboxes.
- Famous Last Words: (after being staked) "Dude, that sucks!"
- First Kiss: Dawn shares her first kiss with Justin. From her reaction, he figures out that it was her first. She tries to deny, before admitting that it was her first, and babbling about how bad it must have been for him. Justin replies by kissing her again. Sadly, he's actually a vampire, and becomes her first staking.
- Foreshadowing: Xander is wearing an eye patch as part of his Halloween costume.
- Dawn stealing jewelry from the Magic Box is going to become significant later in the season.
- Four-Fingered HandsWillow: I could whip up a jaunty self-cleaning incantation; it'll be like Fantasia.
Giles: We all know how splendidly that turned out for Mickey. (gives Willow a broom and dustpan)
Willow: I think I'm a little more adept than a cartoon mouse.
Tara: And you have more fingers, which is good, 'cause there's no need to wear those big White Gloves to overcompensate.
- Getting Crap Past the Radar:Anya: But you get to dress up and play games. Xander's gonna teach me a new one after work called Shiver Me Timbers. Ever heard of it?
Anya: How about you? Ever played?
- And later:
- Gilligan Cut: Dawn's friend Janice didn't want her and her friends to go into the creepy old man's house. Sure enough...
- Glasses Pull: Xander/Anya start snogging passionately to celebrate their engagement. Giles promptly removes his glasses.Buffy: Is that why you're always cleaning your glasses? So you don't have to see what we're doing?Giles: Tell no one.
- Groin Attack: Dawn punches a vamp in the groin when he says how special she is...being the Slayer's sister.
- Halloween Episode: The third one in the series. Dawn sneaks out to raise hell with her friend Janice and a couple boys, only to discover they're a group of vampires trying to rebel against the "Halloween Holiday" spirit.
- Happy Dance: Anya's "Dance of Capitalist Superiority".
- Hilarious in Hindsight: Buffy telling Xander My Sister Is Off-Limits! — Xander hooks up with Dawn in the comic series.
- Hypocritical Humor
- Willow goes Soapbox Sadie over a shopper's stereotypical Wicked Witch costume, then coos over a cute kid in the same outfit.
- Buffy complains about Dawn smooching with someone she barely knows who turns out to be a vampire.
- Improvised Weapon: Dawn stakes a vampire with the crossbow bolt Spike discharged in the air.
- Insistent Terminology: Justin's 'living dead', not just 'dead'.
- Ironic Echo:"Let's just forget it ever happened. (Willow casts spell) Forget..."
- Insistent TerminologyBuffy: Were you parking?! With a vamp?Dawn: I didn't know he was dead!Justin: Living dead.
- Large Ham: Pirate!Xander. Ahargh!
- Laser-Guided Amnesia / Moral Event Horizon: Willow uses a spell to wipe Tara's memory of their argument.
- Made of Plasticine: One of the vampires manages to get impaled on an old and crumbly-looking tree branch.
- Make-Out Point: Even vampire teens have them.Buffy: Didn't anyone come here just to make out? [two human teenagers raise their hands] Awww... that's sweet. Run.
- Money to Throw Away: Anya is so happy that Xander has finally announced their engagement she tosses Dawn a bundle of money.
- Mundane Utility: Tara complains about Willow's use of magic for everyday purposes.
- My God, What Have I Done?: Xander after the responsibility of married life begins to sink in.
- Nice Job Breaking It, Hero!: Willow's using magic to keep hold of Tara, and Buffy delegating to Giles the task of reprimanding Dawn, cause both characters to drastically rethink their relationships over the next couple of episodes.
- Noodle Incident: The old toymaker was forced to retire when "that thing happened. One little mistake, and they took it all away from me."
- Ominous FogGiles: Mist ... cemetery ... Halloween. Should end well. (slips and falls on his face)
- Parental Substitute: Giles is trying to avoid this trope, realising that Buffy isn't.
- Pre-Asskicking One-LinerBuffy: (to civilians) "You, run. (to vampires) You, scream."
- Prepare to Die: Subverted; a vampire rushes at Buffy shouting, "Die, Slayer!" Buffy casually stakes him and goes, "Mm-hmm."
- Pretender Diss:Spike: You stay in on Halloween. Those are the rules.Carl: Me and mine don't follow rules. We're rebels!Spike: No, I'm a rebel. You're an idiot.
- Shout-Out: "Pumpkins — very dangerous. You go first" riffs on Sallah's line about asps in Raiders of the Lost Ark. Willow sees a couple dressed as Luke and Leia doing the Mating Dance and asks, "Don't they know they're brother and sister?" The Fantasia reference is to "The Sorcerer's Apprentice" where Mickey Mouse spells a broom to do the cleaning for him, only to make an even worse mess.
- Slowly Slipping Into Evil: Willow casually erasing Tara's memories of their argument.
- Slumber Party Ploy: Dawn is "sleeping over at Janice's" (and vice versa). Afterwards the Scoobies gripe about falling for such an old ploy, let alone one they've used themselves.
- Soapbox Sadie: Willow's tendencies towards this reappear. Seems like it gets worse around the holidays.
- Stab the Salad: The creepy-looking man is wielding a knife and talking about how he's going to give Dawn and her friends "something special" for Halloween. Turns out it's a baked dish.
- Stealth Hi/Bye / Casual Kink: Buffy jumps as she bumps into Spike.Buffy: Bell. Neck. Look into it.Spike: Come with a nice leather collar, does it?
- Stock Phrases: Dawn asks if she can get a tattoo.Buffy: Over my dead body. The kind that doesn't come back.
- Suspiciously Specific DenialBuffy: (re Xander's marriage) I can't believe it. Seems like only yesterday you had to pay a girl to date you.
Xander: Like I'd ever pay. (snickers nervously) Define 'date.'
- Tempting Fate:
- A vampire rushes at Buffy shouting, "Die Slayer!" She obliges.
- A vampire dating a girl called Dawn, whose big sister is the Slayer. Not going to end well.
- Terror At Makeout Point
- Title Drop: As the two vampires are discussing what to do with Dawn and Janice.Zack: So what do you think? Lunchables? Or should we go all the way and turn them?
- Too Much Information: Spike mixes burba weed with the blood he drinks.
- Unresolved Sexual Tension: SpuffyBuffy: So much easier to talk to when he just wanted to kill me.
- What Could Possibly Go Wrong?: Looking for Dawn in the crowded Bronze, Willow suggests a spell to shift everyone who isn't a fifteen year old girl into an Alternate Universe. This proves the last straw for Tara.
- Who Wears Short Shorts?: Anya the Angel.
- You Must Be Cold: Justin gives Dawn his letterman jacket when she starts shivering. After his death she's seen cradling it in her lap.
- Your Door Was Open: Buffy barges into Spike's crypt as usual.Spike: You know in civilized cultures, that's called trespassing.
Buffy: Good thing you're uncivilized.