It's Halloween on Kaua'i, and Lilo has dressed as a dead hula girl with a fake rubber axe on her head for Halloween, scaring the kids at the halau's Halloween party. "Kumu" Moses suggests to her that she should dress up as something more pleasant, like a princess, so Lilo goes home to change costumes.
Jumba and Pleakley are dressed up for Halloween, much to the former's chagrin. Lilo requests Pleakley to make her a princess costume right away, which he does so (he's very quick with the sewing machine). Stitch asks Lilo about Halloween, and she explains about how people scare each other on this day. He says he's not afraid of anything, and Lilo says she's not afraid either, except for clowns, broccoli, and a scary abandoned house on a nearby hill. However, she also shows him that she has a coping mechanism for whenever she's scared; singing the chorus of "Aloha ʻOe". Once Pleakley finishes the princess costume, Lilo changes into it and puts her rubber axe back on, then she and Stitch head over to the party.
At the party, Lilo seems to have returned as a dead hula girl again... but with her head in her arms and glowing green eyes, scaring the lives out of Mertle, Elena, Teresa, and Yuki. "Lilo" then changes into a giant spider, scaring Moses and the partygoers out of the halau.
The actual Lilo and Stitch then show up at the halau, seeing the mess in the hall. She finds Mertle and her posse hiding under a table, the four girls frightened by the sight of Lilo. They explain what they last saw of her as Stitch goes into the halau's kitchen to raid the fridge, only for him to find a green blob-like creature with glowing green eyes transforming into a torrent of water. The creature almost drowns Stitch until Lilo approaches the kitchen, prompting the creature to hide. A terrified Stitch shouts, "Hissing green eyes!" similar to what Elena said to Lilo about what she and the rest Mertle's posse saw. Lilo decides to go back home to see Jumba, although Stitch has quickly become paranoid of nearly everything from his scary experience.
While Stitch boards up every window on the house, with Jumba and Pleakley having changed into different costumes, Lilo finds out that Stitch dealt with Experiment 300, an experiment designed to change into anyone's worst fears. Jumba's especially worried about 300, since the experiment can do an uncanny impression of his ex-wife. Once Lilo gets Stitch to stop blocking off every opening in the house, the duo go out into Kokaua Town to hunt down the experiment.
They don't find the experiment anywhere in town; instead, Stitch ends up blasting every trick-or-treater in purple restraining goo. However, they come back home to find Nani trying to convince who is believed to be Cobra Bubbles not to take Lilo away. Lilo and Stitch expose "Cobra" to be 300, who Lilo decides to call "Spooky". The experiment escapes, leading Lilo, Stitch, Jumba, and now-dressed-as-a-matador Pleakley to the nearby abandoned house.
Naturally, Lilo and Stitch are afraid to enter the house, so they carefully walk in while she sings "Aloha ʻOe". Once they are trapped inside, they chase Spooky into a room with a swimming pool, nearly going in. However, Spooky then changes into a Monster Clown, scaring our duo and causing Stitch to fall into the pool. Lilo climbs up a column, but Spooky causes her to jump onto a diving board. She bounces off the board and ends up grabbing onto a high ledge. As Spooky decides to deal with Jumba and Pleakley as they enter the house, Stitch barely manages to get above water, clutches on a floating plank, and notices that Lilo is close to losing her grip on the crumbling ledge.
Jumba and Pleakley end up separating shortly after going inside, and Spooky changes to resemble Pleakley's mother, scaring him. Stitch, worried for Lilo as she is about to fall, starts singing "Aloha ʻOe" to himself and tries to swim to the diving board, but he falls underwater. However, he continues to sing the song to himself as he walks along the bottom of the pool. Lilo falls as he gets out of the water, but he manages to catch her in time. Stitch then goes after Spooky, who changed into Jumba's ex-wife after having frightened Pleakley.
Our blue hero chases the green blob into the house's dining room. Spooky tries to frighten Stitch again, but Stitch shows fearlessness and boredom, pretending to fall asleep, then punching Spooky when the experiment's guard is down. Spooky tries to escape in the main hall of the house, but Stitch manages to restrain him and put him in a containment capsule.
Lilo then decides to have Spooky help her out by making her house—which normally doesn't get any trick-or-treaters—the coolest place to trick-or-treat at by having him scare visitors for fun as they and Stitch hand out treats. She also implies that once the holiday is over, Spooky will begin scaring people year-round at the abandoned house as his "one true place".
- Spooky (X-300): A ghostly green blob-like experiment with olive green eyes, a wide mouth and three round, short, stubby spikes on his back, greatly resembling another Disney (and Halloween-based) character, Oogie Boogie. He is designed to scare people by shapeshifting into their worst terrifying fears.
Tropes featured in this episode include:
- Adult Fear: Most of the characters' fears are irrational, but for Nani, Spooky turned into Social Services agent Cobra Bubbles telling her that he had to take Lilo away because she was an unsuitable guardian, which almost happened in the original movie.
- Always a Bigger Fish: Non-lethal variant: after being activated Spooky turns into a cat to frighten a mouse, only to attract the ire of a stray dog. He then turns into a dogcatcher, sending the pooch running.
- An Aesop: If you face your fears, you'll likely get over them.
- Artistic License Law: Halloween is not a federal holiday like Lilo says it is. Justified since she's a young kid; she doesn't know any better.
- Bread, Eggs, Milk, Squick: Before Nani lets the rest of the 'ohana outside to chase after Spooky, she has them recite the house rules:Lilo: I stick with Stitch.
Nani: Right. (to Jumba) And you?
Jumba: I am to guard Lilo as if she were being delicate flower.
Nani: Mm-hmm. (to Pleakley) And?
Pleakley: And dog food is for dogs, not for little girls.
Nani: OK, go ahead.
- Chekhov's Gun:
- "Aloha ʻOe"; Lilo says to Stitch that it's her coping mechanism. When he later ends up under water, Stitch sings the song to himself to keep calm as he faces his fears.
- The abandoned house. First introduced as a place Lilo fears, she, Stitch, Jumba, and Pleakley later chase Spooky inside and capture him there. Afterwards, it becomes his "one true place".
- Drowning Pit: Spooky transforms into water—which is Stitch's worst fear since he cannot float—and fills up the kitchen they're both in with his watery self. He almost drowns Stitch until Lilo heads to the room, forcing the experiment to flee by draining himself through a vent.
- Extremely Short Timespan: The entire episode takes place within a couple hours of Halloween night. The episode even ends while legal trick-or-treating hours are still going on (Nani was even getting ready to go to bed early because her house normally doesn't get any trick-or-treaters).
- Face Your Fears: The episode's moral and how Stitch defeats Spooky.
- Halloween Episode: This episode takes place on Halloween.
- Haunted House: An old abandoned house on top of a hill located near the Pelekai residence scares Lilo, so Spooky leads her and Stitch over there to scare her. The house then becomes Spooky's "one true place" after he's captured and rehabilitated.
- If It Tastes Bad, It Must Be Good for You: Stitch eats a lemon on the floor and spits it out because it's organic. (He could probably taste the faintest bit of manure residue thanks to his Super Senses.)
- I Know What You Fear: Spooky can easily discover anyone's worst fears.note
- Losing Your Head: Spooky pretends to be Lilo with her head detached from her body to scare Mertle and her posse.
- Monster Clown: Spooky changes into a clown at one point to scare Lilo.
- Oh, Crap!: Lilo has this reaction when she sees where Spooky had run off into; the Haunted House.Lilo: Oh no. Ive seen this movie. And I didnt like the ending
- Princess Phase:
- The stereotype of girls wanting to be princesses is lampshaded when Lilo comes to a costume party as a dead hula girl and her teacher suggests she wear something more like what some other girls are wearing. She looks at the girls he indicates and lists the choices she has:Lilo (dully): Princess, princess, princess... or princess.
- Still, she complies to Moses anyway and changes to a princess outfit, but still partly defies the trope with her rubber axe so she can be a "dead princess".
- Mertle, in a rare bit of compassion for Lilo,note does admit that Lilo's right and they should not all be princesses, but Yuki points out that Mertle forced them into dressing as princesses, saying that she wanted to be a hockey player.
- The stereotype of girls wanting to be princesses is lampshaded when Lilo comes to a costume party as a dead hula girl and her teacher suggests she wear something more like what some other girls are wearing. She looks at the girls he indicates and lists the choices she has:
- Shout-Out: When Jumba and Pleakley are dressed like they're from the Antebellum South:
- Sickly Green Glow: Spooky's green eyes glow brightly to show his frightening nature.
- Sssssnake Talk: While he's not a snake or a reptile, Spooky speaks this way when speaking English. This is especially noticeable when he's disguised as another person, with "Lilo" and "Cobra Bubbles" having their actual counterparts' voice actors doing this.
- Standard Snippet: "Aloha ʻOe" is revealed here to be Lilo's coping mechanism. Surprisingly, like with in the original film, this still defies the normally silly use of the song by sticking it closer to its actual tone, even though The Series is a more traditional children's show when compared to the first Lilo & Stitch movie.
- Walk, Don't Swim: Stitch does this after falling into a swimming pool while trying to capture Spooky.
- "What Do They Fear?" Episode: Spooky's function is to shapeshift into people's worst fears.
- Lilo has coulrophobia (fear of clowns) and is also afraid of a nearby abandoned house on a hill... and broccoli. Odd considering that she's a Nightmare Fetishist.
- Stitch has aquaphobia (fear of water) since he cannot swim.
- Mertle and her posse are afraid of Lilo without her head attached.
- Moses (the girls' hula teacher) has arachnophobia (fear of spiders).
- Jumba is afraid of his ex-wife.
- Pleakley is afraid of his mother. Although a further episode, "Fibber", implies that Pleakley actually fears disappointing his mother.
- Nani's fear is the only emotional fear that is shown; she is afraid of losing Lilo.