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Brooke Sanders and Angel finally agree to a date, but Brooke 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 Brooke 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 Brooke, Willow, and Xander into chaperoning children while they trick-or-treat. Brooke 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 Brooke, who intervenes smashing Larry into a soda machine. However, instead of being grateful to Brooke for rescuing him, Xander is upset by the damage that does to his reputation.Brooke, wanting to know more about Angel, comes up with a plan to distract Giles and has Willow sneak in to take one of Giles's Watcher diaries. When Brooke and Willow go through it, they find a picture of an 18th century woman. Brooke is worried because the drawing of the woman makes her look more sophisticated and beautiful than Brooke. Willow points out that she looks like a noble woman and being beautiful was her job. Cordelia comes in and taunts Brooke about having to take over comforting Angel the previous night. Cordelia asks them about Angel, wanting to know why he's never around during the day. Brooke and Willow try to tell her that he's a vampire, but she thinks they are lying. She says Brooke is just trying to scare her off because she's afraid of the competition.To dress up for Halloween, the gang 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. Brooke and Xander apologize to each other about what happened with Larry, with Brooke promising to let Xander get pummeled from now on. Then Brooke finds a beautiful 18th-century pink dress — one that matches the drawing that she had seen from Giles's Watcher files on Angel. Ethan Rayne appears and makes her an offer she cannot refuse.Spike is reviewing Brooke's recorded fight when Drusilla comes to tell him that someone will make Brooke weak the following night. Spike is confused, since the following night is Halloween when nothing happens, but Drusilla tells him someone new has arrived in town. Meanwhile, Ethan is chanting to a Janus statue in the back room of his shop.On Halloween night, Brooke manages to convince Willow to wear a black mini-skirt and a long-sleeved crop shirt, making her very shy. The doorbell rings and Willow takes the opportunity to cover her outfit with the ghost costume before Xander sees it. 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 Brooke an 18th-century girl.Willow convinces Xander, who has no recollection of her, to not shoot the transformed people in the street with his now real gun. They find a disoriented Brooke, who is frightened and confused by the modern world. Willow rushes them to Brooke's house, where her mother is conveniently not home. Outside, Cordelia screams and Xander rushes out to save her. Willow, being unable to get hurt due to her ghostly status, goes to Giles for help. While Cordelia searches the house, Angel shows up and takes Brooke into the kitchen. As Angel tries to handle a vampire that has sneaked into the house, he reveals his vampire face. Brooke 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 has not changed into a cat, like the costume she is wearing, having rented her costume from a different shop from Ethan's. They head to the shop, where Ethan greets Giles by the nickname "Ripper." He orders Willow to leave then physically persuades Ethan to tell him how to reverse the spell.Spike is looking for Brooke, who enters an alley and meets Larry, now a pirate. Xander arrives just in time to beat up Larry before he can attack Brooke. When Angel and Cordelia arrive, Brooke shrinks back and tells Cordelia that Angel is a vampire. Cordelia, still thinking Brooke is lying, tries to explain to Angel that Brooke has some strange ideas about him but gives up and just tells Brooke that Angel is a good vampire. Willow then 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 Brooke, Ethan reveals the secret to ending the spell and Giles throws the statue to the floor, smashing it to pieces, breaking the spell. Brooke 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 risky outfit. Unbeknownst to Willow, Oz drives by at that moment and admires her from his van.In her bedroom, Brooke 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.