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

Giles' past comes back to haunt him as a demon he and Ethan Rayne summoned in their wild youth seeks them out in Sunnydale.

Mr Trick enlists Giles' old buddy Ethan Rayne to manufacture and distribute boxes of candy which turn the adult population into uninhibited, irresponsible teenagers to keep them out of the way while the mysterious Mayor Wilkins pays a tribute to a demon.

Ethan Rayne returns to town and transforms Giles into a demon. Spike is the only one who can help.