Author's Note: One of my top ten favorite episodes of BTVS.

Chapter 27: Halloween

Buffy rolls, grabs a baby pumpkin – hurls it at the vampire descending on her. The pumpkin hits the vamp in the face, momentarily throwing him off his game.

He starts to recover when - BAM! Another baby pumpkin gets him square between the eyes. He stumbles back.

Buffy glances quickly over at her cousins who are working on another vamp. She returns her attention to her opponent and powers up a fireball. She throws it at the vamp, who manages to sidestep it.

Buffy notes this with interest, if not dire concern. "Hmmn."

Buffy takes a defensive posture as the vamp performs a few moves on her. Two sidearm blows and a kick send Buffy to the ground.

Buffy jumps back up she hits the vamp with two hard uppercuts and a jumping kick that catches the vamp in the jaw. She head butts and kick's the vamp in the chest sending him headlong into a pile of pumpkins.

Buffy powers up another fireball and sends it flying as the vampire gets to his feet. The vamp doesn't know what hits him as he dusts.

Buffy looks over to her cousins who are making their way towards her having already dusted their vamp.

"We calling it?" Prue asks.

Buffy looks at her watch and then nods, "Yeah might as well. I'm already late for my date."

Prue shakes her head, "Buffy I'm still not sure about…"

Phoebe rolls her eyes, "Let it drop already. You've already talked her ear off about the merits about not dating Angel." She looks to Buffy and smiles. "Go on Buffy. We'll see you back at the manor."

A shorttime later Buffy enters the Bronze, looking a little sheepish. She runs her fingers through her hair, pulling seeds and bits of pumpkin muck from it. She sees Angel and Cordelia at a table. Cordelia says something and then laughs. Angel shakes his head - finally laughs, too. Cordelia looks radiant - in full flirt mode.

Buffy looks at herself. She hesitates. Then starts to turn away.

Angel gets up and moves towards Buffy. "Buffy."

"Oh. Hi. I'm..." Buffy says.

Angel nods, "Late."

Buffy sighs, "Rough day at the office."

Angel smiles - notices something in her hair. He pulls a piece of straw from her locks. Hands it to her. "So I see."

Buffy looks down humiliated, "Hey. It's a look. A... seasonal... look."

Cordelia passes. Smirks to Buffy. "Buffy. Love your hair. It just screams street urchin."

That's it. Buffy gives. "You know what? I need to go... put a bag over my head."

Angel shakes his head, "Don't listen to her. You look fine."

"You're sweet." Buffy says. "A terrible liar. But sweet." She turns to go.

Angel stops her. "I thought we had... you know."

Buffy turns back - vents. "A date? So did I. But who am I kidding? Dates are things normal girls have. Girls who have time to think about nail polish and facials and stuff. You know what I think about? Ambush tactics. Beheading. The occasional Warlock coming to kill me or my cousins. Not exactly the stuff dreams are made of." She goes.

The next day in the hallway of Gateway High School Principal Snyder is getting people to sign up for Halloween duty.

"Snyder must be in charge of the volunteer safety program for Halloween this year." Willow says as she, Xander and Buffy walk past.

Xander nods, "Note his interesting take on the "volunteer" concept."

"What's the deal?" Buffy asks.

Xander smiles, "A bunch of little kids need people to take them trick-or-treating. Sign up and you get your very own pack of sugar hyped runts for the night-"

"Yikes. I'll stick to vampires-" Buffy says as Snyder's hand falls on her shoulder.

"Ms. Halliwell. Just the juvenile delinquent I've been looking for." Snyder says.

Buffy shakes her head, "Principal Snyder-"

"Halloween must be a big night for you, huh? Tossing eggs. Keying cars. Bobbing for apples. One pathetic cry for help after another. Well. Not this year, missy." Snyder says as he walks Buffy to the table. Willow and Xander follow.

"Gosh, I'd love to volunteer, but my cousins have a big party planned. Halloween is a big thing with them." Buffy says.

Snyder hands her a pen. "The program starts at four and the children have to be home by six thirty."

Now Snyder turns his attention to Xander and Willow. Hands THEM both pens.

A shorrtime later Buffy, Willow, & Xander enter the student lounge. Looking dejected.

"I can't believe this. We have to dress up and the whole deal?" Xander says.

Willow sighs, "Snyder said costumes were "mandatory.""

Buffy frowns, "Great. I was going to stay in and veg. It's the one night a year that things are supposed to be quiet for me. Well on the Slayer front anyways."

"Halloween quiet? I figured it would be a big old vamp "scare-a-palooza"." Xander says.

"Not according to Giles. He swears that tomorrow night is, like, dead for the un-dead. They stay in." Buffy says.

Xander smiles, "Those wacky vampires. That's what I love about 'em. They just keep you guessing."

Buffy and Willow move ahead as Xander stops at the drinks machine. They sit on a couch.

"So did your cousins really have a party going on?" Willow asks.

Buffy shrugs, "I think they were going to parties was more like it. I told them I just wanted to stay home. You know have a nice quiet night." Buffy looks over at Xander and sees him try and shove Larry into the soda machine. "Be right back."

Buffy gets up and walks towards Xander and Larry.

Larry draws his fist back - about to pummel Xander when Buffy grabs his fist, snapping it back from Xander's face.

Buffy spins Larry around, pins his arms behind his back and slams him into the soda machine. Naturally, the impact causes the machine to dispense a free drink. "Get gone."

Larry doesn't wait to be asked twice. He scurries. Buffy takes the fallen soda from the machine - pleased. "Ooh. Diet."

Xander just stands there. Aghast. "Do you know what you just did?"

"Saved a dollar?" Buffy asks.

Xander shakes his head, "Larry was about to pummel me."

Buffy waves off what she thinks is gratitude. "Oh, that. Forget about it."

Xander is fuming, "I will. Maybe fifteen, twenty years from now. When my rep for being a sissy-man finally fades."

"Xander -" Buffy says.

Xander shakes his head, "A black eye heals, Buffy. But cowardice has a nearly unlimited shelf-life. But thanks. Thanks for your help." He stomps off as Willow walks over to Buffy.

Willow and Buffy share a look.

"I think I just violated the guy code. Big time." Buffy says.

Willow sighs, "Poor Xander. Boys are so fragile." They move back to the couches. Sit. "Speaking of - how was your date last night?"

Buffy sighs, "Misfire. I was late due to slayage. Showed up looking trashed."

"Was he mad?" Willow asks.

Buffy shakes her head, "Actually, he seemed pretty un-mad. Which may have had to do with the fact that Cordelia was drooling in his cappuccino."

Willow shakes her head, "Buffy, Angel would never fall for her act."

Buffy looks at Willow worried, "Sure. Why would he want a stunning, totally turned-out babe fawning all over him when he could have me - Miss Spin Cycle '97?"

"You know what I mean. She's not his type." Willow says.

Buffy sighs, "But how do we know? I mean, what his type is? Or even what his turn-ons and turn-offs are? I've known him for a little over a year and, if you haven't noticed, he's not one to over-share."

Willow looks at Buffy innocently, "True. It's too bad we can't sneak a look at the watcher diaries and read up on Angel. I'm sure it's full of fun facts to know and tell."

They both know this is the answer.

"Yeah. Too bad. That stuff is private." Buffy says.

Willow nods, "Also, Giles keeps them in his personal files. In his office, which he never leaves."

"Most importantly, it would be wrong." Buffy says.

A shorttime late rBuffy enters the library, Willow staying by the door. Buffy creeps toward the office, not noticing Giles emerging from the book cage behind her.

"Buffy. Excellent." Giles says.

Buffy spins, "Nothing! Hi."

Giles nods, "I wanted to talk to you about tomorrow night. As it should be calm, I thought we might work on new battle techniques-"

Buffy smiles, "You know, Giles, you're scaring me now. You need to have some fun." She deliberately moves to the table so that his back is to his office - and motions for Willow to enter the office. Willow gives a WHO ME? Look and then starts a-creepin'. "There's this amazing place you can go and sit down in the dark - and there are these moving pictures. And the pictures tell a story -"

Giles rolls his eyes, "Ha, ha. Very droll. I'll have you know I have many relaxing hobbies."

"Such as?" Buffy asks.

Giles is struggling to come up with something. "Well. I'm very fond of cross-referencing."

Buffy just shakes her head. "Do you stuff your own shirts or do you send them out?" Giles closes his book and moves to go to the office. Willow freezes. Buffy turns him back. "So, how come Halloween is such a yawner? Do the demons just hate how commercial it's become?"

"Well, it's interesting -" Giles says. Willow nears the office. "But not, I suspect, to you. What is it you're after?"

Willow stops. Are they busted?

Buffy smiles, "Well, of course it's of interest! I'm the Slayer! I need to know this stuff! You can't keep me in the dark anymore!" Giles slmost turns to the office. "Look at me when I talk to you!"

"Buffy, I don't have time to play games -" Giles says.

Buffy smiles, "Ms. Calendar said you were a babe!"

Giles faces Buffy, intrigued and a little thrown. Behind him, Willow makes a "shame on you that's so low" face. "She said what?"

Willow slips into the office, starts getting the diaries.

Buffy nods, "She said, you know, that you were hot. A hunka hunka burning... something or other. So. What do you think of that?"

"I, well, um, I don't - a burning hunk of what?" Giles asks.

Buffy shrugs, "You know, gross as it is for me to contemplate you grown-ups having smootchies, I think you should go for it."

Willow slips out with the diaries, moves silently to the door.

"Buffy, I appreciate your interest, but –" Giles says.

Buffy nods, "I've overstepped my bounds! It's none of my business. My God, what was I thinking? Shame. SHAME. Gotta go." She heads out the door after Willow.

Buffy runs into the women's restroom and sits next to Willow on the bathroom floor. They pour over the watcher diaries.

Buffy sees a detailed drawing of a beautiful woman in an 18th century gown. "Man - look at her."

"Who is she?" Willow asks.

Buffy shakes her head, "It doesn't say. But the entry is dated 1775."

Willow nods, "Angel was 18. And still human."

"So this was the kind of girl he hung around. She's pretty... coifed." Buffy says.

Willow nods, "She looks like a noblewoman or something, which means being beautiful was sort of her job."

"And, clearly, this girl was a workaholic. Willow - I'll never be like this..." Buffy says.

Willow is at a loss, "Come on. She's not that pretty. She's got a funny... waist. See how tiny it is?"

Buffy glares at Willow, "Now I feel better. Thanks."

"No really. She's like a freak. A circus freak. Yuck." Willow says.

Buffy ignores her, "It must have been wonderful. To put on some fantabulous gown and go to a ball, like a princess... have servants and horses and yet more gowns..."

Willow nods, "Yeah. Still, I think I prefer being able to vote... or I will, when I can..."

The bathroom door opens and Cordelia steps in. She goes to the mirror. "So, Buffy, you ran off and left poor Angel by his lonesome last night. I did everything I could to comfort him."

Buffy glares at Cordelia, "I bet."

Cordelia smiles, "What's his story, anyway? I mean, I never see him around."

"Not during the day, anyway." Willow says.

Cordelia nods, "Please don't tell me he still lives at home. Like he has to wait until his dad gets home to take the car?"

"I think his parents have been dead for, um, a couple hundred years." Buffy says.

Cordelia nods, "Oh, good. I mean…" Then she realizes what Buffy said. "What?"

Buffy rolls her eyes, "He's a vampire, Cordelia. I thought you knew."

Cordy takes this in. Then she smiles. "Oh. He's a vampire. Of course. But the cuddly kind. Like a Care Bear with fangs."

Willow nods, "It's true."

Cordelia shakes her head, "You know what I think? You're rying to scare me off because you're afraid of the competition. Look Buffy, you may be hot-stuff when it comes to demonology or whatever, but when it comes to dating - I'm the Slayer."

Cordelia closes her purse. Flounces off. Buffy watcher her leave - stinging a little.

After school at Ethan's Costume Shop, Buffy moves through the store - searching unenthusiastically for something to dress up as. Willow approaches.

"What did you find?" Buffy asks.

"A time honored classic." Willow says as she pulls a ghost costume out of her bag.

"Willow. Can I give you a little friendly advice?" Buffy asks.

Willow nods, "It's not spooky enough?"

Buffy sighs, "It's just, you're never going to get noticed if you keep hiding. You're missing the whole point of Halloween."

"Free candy?" Willow asks.

Buffy shakes her head, "It's come as you aren't night. The perfect chance for a girl to get sexy and wild with no repercussions."

Willow shakes her head nervously, "I don't get wild. Wild on me equals spaz."

Buffy sighs, "You've got it in you, Will. You're just scared-"

Xander walks over, still a little sore at Buffy.

Willow seizes the opportunity to change the subject. "Hey Xander. What did you get?"

Xander opens his shopping bag - pulls out a cheesy orange plastic machine gun.

"That's not a costume." Buffy says.

Xander nods, "I've got some fatigues from the Army surplus at home. Call me the two dollar costume king, baby."

Buffy sighs, "Hey, Xander, about this morning. I'm really sorry-"

"Do you mind, Buffy? I'm trying to repress." Xander says.

Buffy nods, "I promise I'll let you get pummeled from now on."

Xander can't stay mad. No way. "Thank you. Okay. Actually, I think I could have-" He stops - noticing that Buffy's attention has completely wandered. "Hello? That was our touching reconciliation you just left."

Buffy nods, "Sorry... It's just, look at that."

They all turn their attention to what Buffy is looking at an 18th century gown draped over a mannequin in the back of the store. It looks almost exactly like the one in the picture from the watcher diaries.

Buffy moves to it, mesmerized. Willow and Xander follow.

"It's... amazing." Willow says.

"Too bulky. I prefer my women in spandex." Xander says.

Buffy is about to touch it when Ethan Rayne, the shop owner, approaches. He has a devilish glint in his eye and speaks with just a hint of a British accent. "Please. Let me."

"It's -" Buffy says.

Ethan nods, "Magnificent. I know." He takes it off the mannequin. Holds it up to her. "My. Meet the hidden princess." Buffy looks in the mirror at the dress in front of her - she is indeed transformed. "I think we've made a match, don't you?"

"I'm sorry. There's no way I can afford this." Buffy says.

Ethan smiles, "Nonsense. I feel quite... moved... to make you a deal you can't refuse."

Buffy turns back to her image in the mirror - a goner. Ethan smiles.

The next day at the Manor in Buffy's room, Buffy stands in front of her mirror in her costume - the gown from Ethan's costume shop. She also has a brunette wig on, the hair elegantly piled up.

Piper walks in and looks at Buffy, "You look stunning, Buffy really."

Buffy looks to Piper and smiles, "Thanks. You guys going out?"

Piper nods, "First Halloween the club is open. Hopefully it will be packed. Prue is already on her way over. She said she wanted to come back early. Something about spending a little time with you. I think she still feels a little guilty about the whole dying thing last spring. Phoebe will go with me, she's getting dressed now."

Willow call from the bathroom, "Where are you meeting Angel?"

Buffy looks to Piper, "Here. After trick-or-treating."

"Does he know about your costume?" Willow asks.

Piper looks to Buffy and shakes her head, "You didn't say he was coming over. Oh well Prue will be here."

Buffy nods, "Nope. Call it a blast from his past. I'll show him I can coif with the best of 'em. Come on out, Will. You can't stay in there all night."

"Okay. But don't laugh." Willow says.

Buffy turns around. "I won't-"

Buffy and Piper stops dead when they see Willow, who emerges from the bathroom in the costume Buffy picked out for her. She looks drop dead gorgeous - and totally uncomfortable.

"Wow." Buffy says.

Willow grabs her ghost sheet and immediately turns back for the bathroom - but Buffy stops her. "Will. You're a dish! I mean, really-"

"But this just isn't me." Willow says.

Buffy looks to Piper and back to Willow, "That's the point! Halloween is the night that's not you, is you, but not you, you know?" Willow is trying to find a response when The doorbell rings. "That's Xander. You ready?"

"Yeah. Okay." Willow says smiling. But her eyes tell another story. A deer caught in the headlights. Terror supreme.

"Cool! I can't wait to watch the boys go non-verbal when they see you." Buffy says.

Piper rolls her eyes and heads back into her room to change.

In the Foyer Phoebe opens the door. "Xander, hi."

Xander steps in to the Foyer, "Phoebe. Wow you look nice."

Phoebe smiles, "Thank you. Buffy and Willow should be down in a minute."

Buffy comes down the stairs and Xander is stunned by her. He drops to one knee.

"Buffy. My Lady of Buffdom. The duchess of Buffonia. I am in awe. I completely renounce spandex." Xander says.

Phoebe laughs.

"Thank you, kind sir. But wait till you see -" Buffy says.

Willow calls out from the bottom of the stairs, "Hi..."

Xander, Phoebe and Buffy turn at her voice, expectant.

Willow is covered in her ghost sheet.

"-Casper." Buffy finishes.

"Hey, Will. That's-" Xander says. "-a fine "BOO" you have there."

Buffy looks at Willow, disappointed. Willow just hangs her head.

Phoebe looks to the three, "Have a good evening. And we'll try and keep Prue from the manor as long as possible, Buffy."

Later Buffy is at the school being led by Snyder to some kids.

"Here's your group, Halliwell. No need to speak to them - the last thing they need is your influence. Just bring them back in one piece and I won't expel you." Snyder says.

Buffy shakes her head. "Well come on guys." She leads them out of the school.

A shorttime later The kids return from a house, looking really dejected.

"What'd Mrs. Davis give you?" Buffy asks.

The kids all open their hands, revealing brand new toothbrushes. Buffy feels for them. "She must be stopped. Let's hit one more house. We still have a few minutes before we've got to get back."

The kids perk up. Run off.

Buffy ushers the kids down the block. A gust of wind sends a chill down her back. She stops, sensing something not quite right.

Suddenly there is a flash and Lady Buffy looks around as if she nolonger knows where she is.

A moment later Willow races to Lady Buffy. Lieutenant Xander follows. "Buffy, are you okay?" Willow asks

As Willow and Lieutenant Xander approach Lady Buffy, they hear a roar. A vampire has been joined by a grown-up sized demon, and they head for straight for Willow, Xander and Buffy.

Lady Buffy stands between the two and a bit behind as they turn to face the new menace.

"This could be a situation." Lieutenant Xander says.

"Buffy, what do we do?" Willow asks.

Lady Buffy faints.

Lieutenant Xander hoists his rifle and fires above the demon's heads. They take off. He turns to Buffy as Willow kneels before her.

Lady Buffy is starts to regain consciousness.

"Buffy! Are you all right?" Willow asks.

"What?" Buffy asks.

Lieutenant Xander nods, "Are you hurt?"

Willow looks to Lady Buffy with concern, "Buffy, are you hurt?"

Lady Buffy is definitely confused, "Buffy?"

Willow looks to Lieutenant Xander her fears confirmed, "She's not Buffy."

"Who's Buffy?" Lieutenant Xander asks.

Willow sighs, "Oh, this is fun." She looks to Lady Buffy. "What year is this?"

Lady Buffy looks to Willow, "Seventeen seventy five... I believe... I don't understand. Who are you?"

Lieutenant Xander helps Lady Buffy up.

"We're friends." Willow says.

Lady Buffy looks at Willow and then Lieutenant Xander, "Friends of whom? Your dress is... everything is strange..." She begins to panic. "How did I come to be here?"

Willow sighs, "Okay, breathe, okay? You're gonna faint again. How are we supposed to get through this without the Slayer?"

"What's a Slayer?" Lieutenant Xander asks.

A Demon jumps Lady Buffy from behind. She screams and bats at it. It pulls her wig - which is now her real hair, coming loose about her head.

Lieutenant Xander butts the demon with his rifle and it runs off. "I suggest we get inside before we run into any other -"

Lady Buffy screams, "Demon! A demon!"

A car is driving toward them.

Lady Buffy shrinks into Xander's arms, hides her face.

Willow sighs, "It's not a demon. It's a car."

Lady Buffy nods, "What does it want?"

Xander frowns, "Is this woman insane?"

Willow shakes herhead, "She's never seen a car."

"She's never seen a car?" Lieutenant Xander asks.

Willow nods, "She's from the past."

Xander sighs, "And you're a ghost?"

"Yes. Now let's get inside." Willow says.

Xander nods, "I just want you to know I'm taking a lot on faith here. Where do we go?"

Willow thinks for a moment, "Where's the closest - Uh, we can go to the manor."

At the manor the back door opens and the girls are rushed in, Lieutenant Xander following. He shuts the door and looks out the window.

Buffy is entirely confused by the kitchen and its appliances.

"I think we're clear." Xander says.

Willow calls out, "Hello! Prue, Piper, Phoebe?"

Prue comes in from the living room, "Willow what's wrong?"

Willow frowns, "We have a problem, Prue. I think maybe a Power of Three problem."

Lady Buffy looks around, "Where are we?"

"Your place. Now we just need to -" Willow says.

A violent pounding on the front door startles them all. Lieutenant Xander starts for the front, Willow, Prue right behind and Buffy trailing last.

"Don't open it!" Willow says.

"It could be a civilian." Lieutenant Xander says.

Prue looks at Willow, "Care to explain what's going on?"

"Or a mini-demon." Willow says and then looks to Prue. "I'm not sure exactly sure. Neither Xander or Buffy have any memory of who they are. Buffy thinks it's 1775 and Xander thinks he's a soldier."

The pounding stops. They wait, Lieutenant Xander looking out the windows.

Lady Buffy stayed in the dining room as Willow, Lieutenant Xander and Prue approached the door. Her attention is caught by a picture on the wall of her with Prue, Piper and Phoebe. She looks at it, deeply puzzled. Willow and Prue approaches her.

"This... this could be me..." Lady Buffy says.

"It is you. Buffy, can't you remember at all?" Prue asks.

Lady Buffy shakes her head, "No, I... I don't understand any of this, and I... This is some other girl, I would never wear this... this low apparel and I don't like this place and I don't like you and I just want to go home!"

"Payson Patricia Halliwell!" Prue says. "You are home!"

The pounding starts again. Buffy, who has begun to cry, shrieks.

"You couldn't have dressed up like Xena..." Willow says.

Prue looks to Willow, "I'm going to call Phoebe and Piper and tell them to come home. Then I will call Giles and tell him what you told me."

Willow nods, "Good thinking."

Prue walks into the kitchen and picks up the phone dialing.

"P4." Piper says from the other end of the phone.

"Piper, it's Prue. I need you and Phoebe to come home." Prue says.

"Why what's going on?" Piper asks.

"I'm not a hundred percent sure. But Buffy believes she's someone from the year 1775 and Xander believes he's a soldier and he has a real machine gun." Prue says.

"Okay we're on our way, Prue." Piper says.

Prue hangs up the phone and starts to dial when she hears gun fire. She races out into the Foyer. "What's going on in here?"

"Big noise scare monster. Remember?" Lieutenant Xander says to Willow.

"Got it." Willow says and she looks to Prue. "Well?"

Prue nods, "Phoebe and Piper are on their way home I was just about to call Giles. She dials the phone as she walks back into the kitchen. "Come on pickup."

"Hello?" Giles says from the other end of the phone.

"Giles, It's Prue Halliwell. We have a situation here we may need your help." Prue says.

"Fill me in." Giles says.

"Willow brought Xander and Buffy to the house a few minutes ago. Neither Xander or Buffy know who they are. Buffy… Hold on. Buffy think's the year is 1775 and she is wearing an 18th century dress. Xander thinks he's a soldier and he is dressed as a soldier."

"So everyone became whatever they were masquerading as-" Giles says.

Prue nods, "Looks like. Hold on." She walks into the living room.

Lieutenant Xander brings Cordelia in, slamming the door behind them.

"Cordelia!" Willow says.

Cordelia looks around, "What's going on?"

Willow smiles, "Okay - your name is Cordelia, you're not a cat, you're in high school, we're your friends - well, sort of -"

"That's nice, Willow, and you went mental when?" Cordelia says.

"You know us?" Willow asks.

Prue speaks into the phone, "We just found another student, Ms. Chase. She seems to be fine."

"So not everyone changed into their costumes. That means not everyone got them at the same place. Do you know where Buffy got hers?" Giles asked.

Prue nods, "A new place Ethan's. I got the address right here." She relays the address.

"I'll check it out. If I need you or your sisters I'll call." Giles says.

"Okay." Prue says. "Be careful."

"I will." Giles says.

Prue hangs up the phone.

Cordelia looks around, "So what's with the name game?"

Willow nods, "A lot's going on."

"No kidding. I was just attacked by Jo-Jo the dogfaced boy. Look at my costume! Think Party-Town's gonna give me my deposit back? Not on the likely." Cordelia says as she notices a particularly big rip up the side.

Lieutenant Xander notices too, and takes off his jacket, puts it around her. "Here."

Cordelia smiles, "Thanks."

Prue looks to Willow, "Willow didn't you go to the same costume shop as Buffy and Xander?"

Willow nods, "Yeah."

"So what did you change into?" Prue asks.

"A ghost." Willow says as she passes her hand through the wall. "Did you get ahold of Giles?"

Prue nods, "He's checking that costume shop where you guys got your costumes. Ms. Chase I'm going to ask you to stay here till we get this sorted out."

Cordelia nods, "Sure, Ms. Halliwell."

Prue looks to Lieutenant Xander, "Xander whatever you do, no killing. We don't know what is an actual demon and what is a human transformed into a demon. Just try and scare them off."

Xander nods, "Sure, ma'am. Since this is your house I'm going to barricade us in. Just to be on the safe side."

Prue nods, "Sure that's no problem."

Lieutenant Xander goes to move a table against the window. He checks the smaller ones, making sure they're locked.

Lady Buffy follows him around, not wanting to be alone. "Surely there's somewhere we can go? Some safe haven?"

"The lady said stay put." Lieutenant Xander says as he looks at Cordelia. "Check upstairs. Make sure everything's locked."

Prue shakes her head, "The upstairs is locked. Don't worry."

"You would take orders from a woman? Are you feeble in some way?" Lady Buffy asks.

Lieutenant Xander shakes his head, "Ma'am, in the army we have a saying. Sit down and shut the - whoah." He has happened on a picture and picks it up. This one is of Xander, Willow and Buffy. "She must be right. We must have some kind of amnesia."

Lady Buffy shakes her head, "I don't know what that is but I'm sure I don't have it. I bathe quite often."

"How do you explain this?" Xander asks.

Lady Buffy shakes her head, "I don't! I was brought up as a proper lady. I'm not meant to understand things. I'm just meant to look pretty and then someone nice will marry me. Possibly a baron."

"This isn't a tea party, princess. Sooner or later, you're going to have to fight." Lieutenant Xander says.

Lady Buffy shakes her head, "Fight? These low creatures? I'd sooner die."

Lieutenant Xander nods, "Then you'll die."

The front door opens just then. "Prue!"

"In here Phoebe." Prue says from where she watches Buffy and Xander.

Piper and Phoebe join Prue in the living room. "Okay what's going on?" Piper asks.

Prue looks to her sisters, "Possibly a spell. Not sure. Buffy believes she is a 18th century noblewoman and Xander believes he is a soldier in the army. And Willow is a ghost."

Willow nods, "Yep all ghosty."

Angel walks in from the kitchen, "Oh, good. You guys are all right. It's total chaos out there."

"Who are you?" Lady Buffy and Lieutenant Xander ask.

Angel frowns, "Okay, does somebody want to fill me in?"

Prue sighs, "Looks like someone cast a spell. Giles is trying to figure out who and see if it's a power of three deal. Basically Buffy and Xander don't know who they are. We're trying to keep them safe till Giles calls with information." She looks to Piper and Phoebe. "Talking about information. Go look in the Books and see if you can find anything like this."

Piper and Phoebe head up the stairs.

There is suddenly pounding all around them - and the lights go out. Buffy shrieks and grabs Cordelia.

"Do you mind?" Cordelia says.

"Prue." Piper says from upstairs.

"Power's out, Piper. Grab some flashlights and check the books." Prue says.

Lieutenant Xander nods and looks to Angel, "Take the princess here…" he looks to Prue, "…sorry I don't know your name."

"Prue." Prue says.

Xander nods, "Prue and secure the kitchen. Catwoman and Ghost woman, you're with me."

Cordelia hands Lady Buffy over to Angel and she and Willow follows Lieutenant Xander into the living room.

"But, I don't want to go with you - I like the man with the musket." Lady Buffy says.

Angel nods, "Come on."

"Do you have a musket?" Lady Buffy says.

They enter the kitchen. The back door is open.

"I didn't leave that open." Angel says. He moves cautiously toward the door.

Lady Buffy watches, frightened. She is standing right next to the door to the cellar. Silently, it opens behind her and a vampire starts moving from the shadows toward her and Prue.

Angel shuts the door. Turns. "Look out!"

Lady Buffy spins - the vampire grabs at her - and she actually does something useful, she grabs the door and slams it on its arms.

But the vamp is much more powerful than she. It flings the door wide, sending her sprawling on the floor.

Prue uses her power and sends the vampire flying across the room.

Angel dive-tackles it.

Lady Buffy gets up, looks about her for a weapon. She grabs a big knife, peers timidly at Angel.

Angel is on top of the vamp, his back to her. Struggling to hold it down. "A stake!"

Prue shakes her head, "Angel, no. We don't know if he's a real vampire. He could be human who wore a vampire costume."

Angel turns and looks at Prue, "What?"

Lady Buffy sees Angel's vampface. She screams. Turns and runs out the back.

Prue turns and watches her cousin running out the back door, "Hold him." She runs out the back but Buffy is already gone. She walks back into the house. "She's gone. Throw him outside. I highly expect he's human being that was transformed into his costume there is no other way he could get in otherwise. Because you know as well as I that vampires can't come in unless their invited."

Angel nods and throws the vampire out the kitchen door.

Somewhere on the street Lady Buffy wanders, lost, alone, terrified. She wonders into an industrial looks around her, terrified. Keeps walking - and bumps into Pirate Larry. He knocks her to the ground.

Lady Buffy moves to crawl away but Pirate Larry lifts her to her feet again. "No... No..."

Pirate Larry grabs Lady Buffy's face, hard. Opens his mouth and runs his tongue along black teeth. He moves in for a KISS when suddenly he goes flying back.

Prue smiles having used her power on Pirate Larry.

Lady Buffy runs right into Cordelia.

"Buffy? Are you okay?" Cordelia asks.

Lady Buffy throws herself into Cordelia's arms. Trembling, Cordelia isn't quite sure what to do with this.

Angel arrives on the scene. Lady Buffy screams and grips Cordelia even tighter.

"What is your deal? Take a pill!" Cordelia says.

"He's... he's a vampire!" Lady Buffy says.

Cordelia rolls her eyes - looks to Angel like, "what a ditz". "She's got this thing where she thinks - ah, forget it. It's okay. Angel is... a good vampire. He'd never hurt you."

Prue rolls her eyes.

"He - really?" Lady Buffy asks.

Cordelia nods, "Absolutely. Angel is our friend."

Lady Buffy looks timidly at Angel, who crosses to Xander.

Willow arrives at a dead run. "Guys!"

"Willow!" Angel says.

Willow nods, "You guys gotta get inside." She points. They turn.

They see Spike walking toward them, flanked by four child-sized and two grown-up sized monsters.

"We need to triage." Lieutenant Xander says.

Prue wishes she had brought Piper and Phoebe along.

"This way." Angel says.

Lieutenant Xander nods, "Ladies... we're on the move."

They bolt, but Lady Buffy is having trouble keeping up. Angel sweeps her into his arms, carries her.

Willow, Prue, Lieutenant Xander, Cordelia and Angel, still with Lady Buffy in his arms, round the corner.

Angel leads them to a warehouse door. "Over here!"

Prue uses her power to slide the door open and dash inside, just as Spike and his minions appear. They manage to shut the door with only seconds to spare.

Lieutenant Xander immediately starts moving the stuff against the door so it won't slide, calls to Angel. "Check and see if there are any other ways in!"

Angel tries to put Lady Buffy down. "Just stay here." He hands her off to Prue as he moves off. Lady Buffy falls into Prue's arms.

Prue rolls her eyes. "I really hope we get this fixed and soon. I really don't want to have educated my cousin on how things work in the 20th century."

Lieutenant Xander starts as something jerks the warehouse door. A demonic hands start to punch through it, tear it apart.

The door jerks again and then starts to slide open, sending the barricade everywhere.

Lieutenant Xander and Angel step back, retreating as the warehouse door slides completely open and Spike steps inside, followed by his loyal minions.

Angel, Cordelia and Lieutenant Xander are grabbed and held at bay by the minions, who keep them from Spike.

Spike moves towards Buffy and Prue, "Witch, I highly suggest you don't use your power." He then looks to Buffy and speak to her softly, kindly. "Look at you. Shaking, terrified. Alone. Lost little lamb."

Lady Buffy fights her tears. Totally petrified.

Spike smiles and slaps Buffy hard across her face. "I love it."

"Buffy!" Angel cries out as he tries to break free of his guards, but to no avail.

Another minion grabs Prue from behind pulling her from Buffy.

Prue is not sure which to do. On one hand she could try using her power and it might help get them free to run. On the other hand if just one of the minions is quicker than she is. They could hurt Xander, Cordelia or even Buffy. She decides it would be better to wait for a more opportune moment.

Spike grips Buffy's hair with one hand and her arm with the other. He starts to lean in.

Lieutenant Xander breaks free, grabs his rifle and stands Willow comes up to Xander, watching Spike.

"Now THAT guy, you can shoot." Willow says.

Lieutenant Xander raises his machine gun and aims it at Spike. But when he squeezes the trigger - nothing happens. He realizes that his gun has returned to its original plastic form. "What the - ?"

Spike looks around him to see that his minions are all scared little children abd two high school students.

The realization sinks in - and he looks at his hand. It's still holding Buffy's wig, but her head isn't in it. He looks back at Buffy. She's smiling. "Hi Honey. I'm home," Buffy says.

Buffy lets loose on him. All the pent-up rage and frustration from her last defenseless hours comes pouring out. A series of brutal kicks and punches send Spike to the ground. She lifts him back to his feet- "You know what? It's good to be me." She pummels him, until he hits the wall and scampers out of the building.

"Hey, Buff. Welcome back." Xander says.

Buffy smiles, "Yeah. You too."

Prue smiles, "I have to echo that welcome back."

Cordelia looks between Xander and Buffy, "You guys remember what happened?"

"It was way creepy. Like I was there - but I couldn't get out." Xander says.

"I know the feeling. This outfit is totally skin-tight-" Cordelia says.

Angel is focused on Buffy. "You okay?"

"Yeah." Buffy says.

Angel takes her by the arm, they move off. Cordelia and Xander watch them. Cordelia wears an expression of disbelief. "Hello? It felt like I was talking. My lips were moving-"

"Give it up, Cordy. You're never going to get between those two. Believe me. I know." Xander says.

Prue nods, "Xander is right. Buffy has been in love with him for some time now."

Cordelia turns - looks at all the dazed trick-or-treaters. "I guess we should get them back to their parents."

"Yeah. It seems like everybody is-" Suddenly he realizes Willow isn't there. "Where's Willow."

Later back at the Manor Angel sits on Buffy's bed, lost in thought.

Buffy comes out of the bathroom - now in boxers and a big t-shirt. Her face is scrubbed clean and her hair hangs loose around her face. "Taa daa. Just little old 20th century me." She sits next to Angel.

"Are you sure you're okay?" Angel asks.

"I've been wondering the same thing." Prue says from the door.

Buffy looks to Prue, "I'll live."

Prue nods, "Alright. Angel don't keep her up too late."

"I won't." Angel says before Prue leaves the door heading down the hall to her own room. He then turns back to Buffy. "I don't get it Buffy. Why did you think I'd like you better dressed that way?"

Buffy smiles, "I - I just wanted to be a real girl, for once. The kind of fancy girl you liked when you were my age." Angel smiles. Shakes his head. "What?"

"I hated the girls back then. Especially the noblewomen." Angel says.

"You did?" Buffy asks.

Angel nods, "They were just incredibly Dull. Simpering morons, the lot of them. I always wished I could meet someone... exciting. Interesting."

Buffy smiles, "Really. Interesting - like how?"

Angel smiles. She's baiting him and he knows it. "You know how."

"Still, I've had a hard day and you should tell me." Buffy says.

They move closer together.

"I should." Angel says.

"Oh - definitely..." Buffy says.

They kiss passionately.

"I don't hear talking." Prue yells out.

Buffy laughs and yells back, "Prue do me a favor and close my door."

Suddenly Buffy's bedroom door shuts of it's own accord and Buffy and Angel return to kissing.