This article is about the episode. For other uses, see Halloween.
Buffy the Vampire Slayer
Season 2, Episode 6
2x06 002
Air date October 27, 1997
Written by Carl Ellsworth
Directed by Bruce Seth Green
Episode Guide
"Reptile Boy"
"Lie to Me"
Sarah Michelle Gellar Buffy
Nicholas Brendon Xander
Alyson Hannigan Willow
Charisma Carpenter Cordelia
David Boreanaz Angel
Anthony Stewart Head Giles
Guest Starring
Seth Green Oz
James Marsters Spike
Robin Sachs Ethan
Juliet Landau Drusilla
Armin Shimerman Principal Snyder
Co Starring
Larry Bagby III Larry
Abigail Gershman Girl
Marjorie Lovett Mrs. Parker

"Halloween" is the sixth episode of the second season of television show Buffy the Vampire Slayer, and the eighteenth episode in the series. It was written by Joss Whedon and Carl Ellsworth, and directed by Bruce Seth Green. It was originally broadcast on October 27, 1997.

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


Buffy and Angel finally agree to a date, but Buffy is delayed at Pop’s Pumpkin Patch by a vampire. Another vampire films the fracas from the shadows. While Angel waits at the Bronze, Cordelia shows up. 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 as, contrary to expectations, on Halloween vampires and demons take the night off. Later, Larry, the school bully, threatens Xander while asking him about Buffy, who smashes Larry into a soda machine. However, instead of being grateful and thanking Buffy for rescuing him, Xander is angered by the damage that does to his reputation.


Buffy finds her costume.

The gang has to dress up for Halloween. They head to Ethan’s Costume Shop, where Willow gets a ghost costume and Xander buys a toy gun to go with his army fatigues from home. Buffy and Xander apologize to each other about what happened with Larry. Then Buffy finds a beautiful 18th-century pink dress — one that matches what she has spied from Giles’s Watcher files on Angel. Ethan Rayne appears and makes her an offer she cannot refuse.

Spike is reviewing Buffy’s fight when Drusilla comes to tell him that someone will make Buffy weak the following night. Spike is confused, since the following night is Halloween where nothing happens, but Drusilla tells him someone new has arrived in town. 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 with the ghost costume. While taking the children trick-or-treating, people start turning into their costumes’ personae: Willow collapses and then she becomes a real ghost (wearing the skimpy outfit), Xander a soldier, and Buffy an 18th-century girl.


Willow, Buffy, and Xander become their correspondent costumes.

Willow convinces Xander, who is under the impression that he is a soldier, to stop shooting at people in the street. 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 a cat, like the costume she is wearing. 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. Meanwhile, Spike has also appeared and revels in the chaos around him.

At the library, Willow and Giles realize Cordelia rented her costume from a different shop, and only the people in costumes from Ethan’s store are changing. 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 in time to defeat Spike and he flees.

Willow wakes up on the porch where she "died", now wearing the ghost costume again. She takes off the ghost costume and confidently walks across the street in her mini-skirt and crop top. Unbeknownst to Willow, Oz drives by at that moment and admires her from his van.

Buffy confesses to Angel that she was trying to impress him; much to her surprise, he tells her that he hated those people back then — especially the noble women. Angel also reveals that he wanted someone exciting. They kiss. The next day, Giles returns to the store to find a note. Ethan has promised to return soon.


  • Contrary to popular belief, Cordelia doesn’t learn that Angel is a vampire in this episode. Despite having interacted with him regularly since "Prophecy Girl," she doesn’t believe Buffy when she tells her. Later when Buffy’s under the spell and tells her again, she sarcastically replies: "Yes Buffy, Angel is a vampire, but he’s a good vampire." She actually finds out off-screen, somewhere after this episode.
  • Xander’s soldier experience and military knowledge from this episode is referenced several times in the series, most notably in "Innocence" and "Graduation Day, Part Two."
  • This episode marks the first appearance of Ethan Rayne in the series, who will show up as a minor antagonist at several points in the future.
  • This is the first hint at Giles’s past, more of which is explained in "The Dark Age".
  • The two faced statue, Janus, used by Ethan Rayne in this episode, is later seen in "Tabula Rasa" behind Giles when he finds his airline ticket in his pocket, as well as in "Dead Things" on a shelf next to the cash register. In ancient Roman mythology, Janus was the (literal) two-faced god of gates, of doors, and of beginnings and endings, and was worshiped at harvests, marriages, births, and other kinds of beginnings. (The month January is named after him, as it is the "door" into the new year.) It might be speculated the statue in "Tabula Rasa" symbolizes Giles leaving Sunnydale and going to England.
  • This episode shows the first interaction between Willow and Oz. (They bump into each other but he doesn’t recognize her in her ghost costume.)
  • Upon seeing Willow again, Oz remarks "Who is that girl?!" which is exactly what he said on his first sighting of Willow, in "Inca Mummy Girl".
  • This episode marks the first appearance of Larry.
  • Willow states that Angel would never fall for someone like Cordelia. This turns out to be false, as Angel and Cordelia not only become close friends but eventually fall in love in Angel series.
  • Xander had told Cordelia she could never get between Buffy and Angel. There seems to be slight truth in that statement, as Angel had much later told Buffy that he couldn’t be happy with anyone else but her in Twilight.
  • Halloween is traditionally a quiet night for undead activity.
  • The Bronze may be the only club in Sunnydale, but a place called the Shelter Club is close enough for Dingoes Ate My Baby to have a gig.
  • Ethan and Giles are old acquaintances, and Ethan refers to Giles as "Ripper."
  • In this episode, Xander tells Snyder that one day he will tell him exactly what he thinks of him. This will occur in "Restless", although it is arguably imaginary.



Organizations and Titles




Weapons and Objects

Rituals and Spells

Death Count

Behind the Scenes


  • Costume designer Cynthia Bergstrom picked Halloween as her favorite piece of the series.[1]
  • The costume Willow wears is described as "Hot Rocker Chick" in the script which is read by the network’s censors.


  • "Halloween" pulled in an audience of 3.7 million households on its original airing.[2]
  • 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 extremely offensive term often used to describe a handicapped or disabled person. (In the U.S., it is an inoffensive term. More info here.)

Pop Culture References

  • There is a black and white oval sticker with the letters "WP" on it. The letters stand for the southern jam/rock band, Widespread Panic. It can be seen in a number of places in this episode; on Oz’s locker door (near Cordelia when she’s dressed as a cat and talking to Oz), on a bulletin board (on Willow’s right when she walks into the library as a ghost), on the bathroom wall (behind Buffy’s right shoulder when she and Willow are looking at the book). The same sticker appears in a number of episodes; "Inca Mummy Girl," "Bad Eggs," "Surprise," "Phases," "Bewitched, Bothered and Bewildered," "Becoming, Part Two," "Dead Man's Party," "A New Man," "Wild at Heart," "The Yoko Factor," and "The Replacement."
  • Willow muses: "She couldn’t have dressed up as Xena?", in reference to the title character from Xena: Warrior Princess series.
  • Ethan Rayne paraphrases the line from The Godfather, "I’ll make him an offer he can’t refuse" when he tells Buffy, "I feel quite moved to make you a deal you can’t refuse."
  • Buffy says to Giles: "Well, she said that you were a… hunk of burning… something or other." "Hunka hunka burning love" was the chorus of "Burning Love," the Dennis Linde composition that was a hit for Elvis Presley in 1972 (the King’s last top ten hit, actually), among others.
  • Cordelia says: "Like a Care Bear with fangs?" The Care Bears were a series of collectible teddy bears introduced by Hasbro in the 1980’s and quickly spun off into a huge entertainment empire including clothing, comic books, and cartoons. (There was even The Care Bears Moviein 1985!) The Care Bears were supposed to represent all that was good and pure and fluffy and saccharine in the world.
  • Cordelia: "I was just attacked by Jo-Jo, the Dog-Faced Boy." Jo-Jo the Dog-Faced Boy was one of the many "curiosities" exhibited by showman P.T. Barnum (1810-1891).
  • Xander tells Cordy: "Catwoman, you’re with me," in reference to the fictional character.
  • The card that Giles finds in Ethan’s shop at the end says "Be seeing you," which was a catchphrase used in the 1967 British TV series The Prisoner, which was about a retired secret agent who is kidnapped and imprisoned in a bucolic but mysterious village. Despite its outwardly friendly nature, the phrase’s consistent use by the agent’s captors gave it a distinctly sinister tone.

Goofs, Bloopers & Continuity Errors

  • When Buffy returns to the table with her "free" Diet Dr. Pepper from the vending machine, it appears to change ownership. First in Buffy’s hands, clearly open, then in the middle of the table, and by the middle of the conversation Willow is not only holding it, but also drinking it.
  • While Willow and Buffy are looking up facts about Angel, they come over a drawing of a woman, dated 1775, and Willow states that "Angel was 18 and still human," while on many other occasions, it was stated that Angel was born in 1727, and turned in 1753, making him 26 years old when he became a vampire, so he was no longer human in 1775. They could have meant 1745, when Angel would have been 18 (and human) and the clothing styles were similar to the picture then. It is not clear why a Watcher’s diary would have notes about Angel from before he was a vampire, perhaps the entry was written in 1775, after Angel became a vampire, and was just referencing his world when he was human.
  • Willow and Buffy state that the name of the woman in the drawing isn’t given in the book, but it is clearly labeled "Sarah Goodfriend."
  • The front door of Buffy’s house has its hinges on the right side of the door (when viewed from the inside). In every other episode, they’re on the left side.
  • Despite not being corporeal as "Ghost," as Willow leaves the costume shop you see her brush against a curtain. Also, when she leaves, you clearly hear the door close behind her when in other scenes, she simply walks right through doors, walls, etc.
  • The vampire that attacked Buffy and Angel in Buffy’s house was never invited in. It’s possible this was just a person that changed into a vampire due to Ethan’s spell, and normal vampire rules may not apply.


  • Epperley — "Shy" (Plays at The Bronze at the beginning of the episode.)
  • Treble Charger — "How She Died" (Plays when Oz spots Willow at the end of the episode and wonders who she is.)
  • Christophe Beck — original score

International Titles

  • Finnish: "Halloween"
  • French: "Halloween"
  • German: "Die Nacht der Verwandlung" (Night of Transformation)
  • Portuguese (Brazil): "Doce ou Travessura?" (Trick or Treat?)
  • Spanish (Latin America): "Halloween"
  • Spanish (Spain): "Noche de Brujas" (Halloween)


  • This was not guest star Robin Sachs’ first encounter with the bloodsucking undead. A much younger Sachs starred as Heinrich the vampire acrobat in the 1971 British horror film Vampire Circus.
  • The anthology "The Angel Chronicles, Volume 2" as well as the English language teaching reader "Halloween" include both novelizations of this episode.




Spike - "This is... neat!"
Cordelia - "Are you guys playing tonight?"
Oz - "Yeah, at the shelter club."
Cordelia - Is mister I'm-the-lead-singer-I'm-so-great-I-don't-have-to-show-up-for-my-date-or-even-call gonna be there?"
Oz - "Yeah, you know, he's just going by 'Devon' now."
Buffy - "A demon! A demon!"
Willow - "It's not a demon, it's a car."
Buffy - "What does it want?"
Buffy - "Tada. Just little old 20th-century me."
Angel - "Sure you're okay?"
Buffy - "I'll live."
Angel - "I don't get it, Buffy. Why'd you think I'd like you better dressed that way?"
Buffy - "I just wanted to be a real girl for once. The kind of fancy girl you liked when you were my age."
Angel - "Oh, ho."
Buffy - "What?"
Angel - "I hated the girls back then, especially the noble women."
Buffy - "You did?"
Angel - "They were just incredibly dull. Simpering morons, the lot of them. I always wished I could meet someone... exciting. Interesting."
Buffy - "Really? Interesting how?"
Angel - "You know how."
Buffy - "Still, I had a really hard day. You should probably tell me."
Angel - "You're right. I should."
Buffy - "Definitely."

Ethan - "What? No hug? Aren't you pleased to see your old mate, Rupert?"
Giles - "I'm just surprised I didn't guess it was you. This Halloween stunt stinks of Ethan Rayne."
Ethan - "Yes, it does doesn't it? Don't wish to blow my own trumpet, but it's genius. The very embodiment of "Be careful what you wish for."
Giles - "It's sick, brutal, and it 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."
Giles - "It's no act... It's who I am."
Ethan - "Who you are? The Watcher, sniveling, tweed-clad guardian of the Slayer and her kin? I think not. I know who you are, Rupert, and I know what you're capable of... But they don't, do they? They have no idea where you come from."
Giles - "Break the spell, Ethan. Then leave this place and never come back."
Ethan - "Why should I? What's in the bargain for me?"
Giles - "You get to live."
Ethan - "Oh Ripper. You're scaring me."
Giles - "Alright, let's-let's-let's review. Um, so everybody became whatever they were masquerading as."
Willow - "Right. Xander was a soldier and Buffy was an eighteenth-century girl."
Giles - "And-and your-your costume?"
Willow - "I'm a ghost."
Giles - "Yes. Um, a-a - the ghost of what, exactly?"
Buffy - (to Spike after the spell breaks) "Hi honey, I'm home!" (wails on him) "Boy, it's good to be me!"


  2. "Nielsen Ratings for Buffy's Second Season"
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