| | Credits | |

Writer: Steven S DeKnight
Director: David Solomon

Regulars:
Sarah Michelle Gellar as Buffy Summers
Michelle Trachtenberg as Dawn Summers
Anthony Stewart Head as Rupert Giles
Alyson Hannigan as Willow Rosenberg
Nicholas Brendon as Xander Harris
James Marsters as Spike
Emma Caulfield as Anya
Amber Benson as Tara

Guest Stars:
John O'Leary as Kaltenbach
Kavan Reece as Justin
Amber Tamblyn as Janice Penshaw
Dave Power as Zack

Other Cast:
Charles Duckworth as Glenn
Dawn Worrall a Christy
Emily Kay as Maria
Adam Gordon as Carl
Lorin Becker as Witch Woman
Chad Erickson as Guy
Lily Jackson as Witchypoo
Anthony Sago as Paramedic 1
Dominic Rambaran as Paramedic 2

| | Synopsis | |

It's Halloween time again in Sunnyadle and the magic box is bursting with business. At the end of the day when Anya gleefully does her 'Money Dance', Xander announces that they are engaged. The Scoobie gang then decides to throw an impromtu party to celebrate and Willow uses her magic to insta-decorate the house and Tara gets upset with her. Dawn heads out to 'stay at Janice's place' - i.e. to sneak out with a couple of boys she and her friend have met.

Read Full Script

| | Images | |

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| | Tricks and Treats | |

Traditions - DECORATING: The Magic Box puts up different decorations including a large banner that reads 'Halloween Bone-anza' for their big sale. Anya: "Buy one eyeball, get the second one free!"

Costumes - Xander dresses up as a pirate this year. Little Boy: "You're not a real pirate! Real pirates live on boats and don't look stupid!" Xander: "Oh, a salty swabbie! Maybe you be fishin' for the taste ... of me hook!"

Costumes - Anya dresses as a Charlie's Angel. Dawn: "So, what are you supposed to be?" Anya: "An angel." Dawn: "Oh. Shouldn't you have wings?" Anya: "Oh no, this is a special kind of angel called a Charlie. We don't have wings, we just skate around with perfect hair fighting crime."

Quip - Dawn: "Halloween's so lame." Anya: "But you get to dress up, and play games! Xander's gonna teach me a new one after work called Shiver Me Timbers. Ever play?"

Traditions - MOVIES: Spike mentions It's the Great Pumpkin, Charlie Brown. For as long as I can remember, that show has been shown on TV in late October ever year.

Costumes - Giles dresses in a blue Wizard's costume. If you'll remember, when the Magic Box opened for business he wore a purple wizard's costume.

Quip - Dawn: "So where're we meeting?" Janice: "The park. That's where all the monsters gather on Halloween."

Traditions - PRANKS: Justin and Zack throw eggs, let air out of tires and break a mail box, Dawn smashes a pumpkin. Janice: "Hey, you think when we're done with this juvie crap maybe we can do something else? I'm gettin' kinda bored."

Quip - Dawn: "Uh, witches don't really look like that." Justin: "You got a lot of witch friends?" Dawn: "No! I mean, from stuff...that I've read...and stuff. Um, some of them are supposed to be really pretty, and you don't wanna get them mad-"

Quip- Spike: "Dawn and her little friend pulled a Houdini. Up to a bit of candy-corn mischief, I suspect."

Quip - Giles: "Mist ... cemetery ... Halloween. Should end well."

Spooks - Vampires: Though they are supposed to stay in on Halloween, a group of vamps decide to go out and cause some trouble anyway. Spike: "It's Halloween, you nit! We take the night off. Those are the rules." Vamp Guy: "Me and mine don't follow no stinkin' rules! We're rebels!"

Quip - Justin (to Dawn): "Trick or treat. Give me something good to eat."

Quip - Spike: "Guess I should bugger off. Something about big bads not venturing far from their cypts on Halloween."

Other costumes seen through the episode include - In the Magic Box: a bee; a fireman; sweedish girl; witches; a devil; peasant woman; the Queen of Hearts and a prisoner. On the streets: court jesture; princess; pilgrim woman; harem girl; sorceress; Indian; cowboys; saloon girl; an angel; a clown; a pimp and a karate kid. At the Bronze: Princess Leia and Luke Skywalker; a milkmaid; Flash Gordon; a 1920s 'Flapper' girl; Raggedy Ann; Cleopatra; a skeleton; a Mexican; a medieval princess; a hippie; a rock star; a slave; a dog; a gorilla; a Chinese guy; cheerleader; a soldier; a hockey player; Phantom of the Opera; an alien chick; pirate woman; African guy; vodoo queen; a clown and a nurse.

| | Dialogue To Die For | |

Buffy (to Spike when he startles her): "Bell. Neck. Look into it."

Buffy (to herself, about Spike): "So much easier to talk when he wanted me dead."

Giles (about Xander):"He kept poking me with his hook. I sent him over to Charmed Objects. With any luck, he'll pick the wrong one and end up in an alternative dimension inhabited by a 50-foot Giles that squishes annoying teeny pirates."

Anya (about the busy day at the Magic Box): "That was the most incredible thing I have ever experienced." (Xander gives her a look) "Except for that."

Buffy: "Sorry we couldn't do the big fancy. You kinda caught us with our parties down."

Buffy: "Over my dead body...The kind that doesn't come back."

Janice: "So?"
Dawn: "He's okay."
Janice: "Ho-hum okay, or like...oh-my-god-I-think-I'm-gonna-pee-my-pants okay?"
Dawn: "Pee."

Giles: "Anya is a wonderful former vengeance demon, I'm sure you'll spend ... many years of ... non-hell-dimensional bliss."

Anya: "I mean, ther's just so much to consider, though, I mean, planning the wedding, and and new cars, house and babies. You *have* to plan for babies, or they just run roughshod over your entire existence."

Justin: "That was your first kiss."
Dawn: "I've been kissed before. I, I kiss all the time. Not that I'm a kiss slut. Just, you know, with, with the lips and, and the pressing together and stuff. Big expert here."

Buffy: "You were parking?! With a vamp!?"
Dawn: "I-I didn't know he was dead!"

| | Dialogue To Bury | |

Just because I hate the fact that guys will say anything to get in a girls pants or suck their blood apparently.
Justin: "I mean...you're not like other girls. You're different. There's something special about you. I knew it the first time I saw you."

| | Pop! Goes the Culture | |

Xander: "These be fireflies spat from a volcano off the coast of Katmandu."
This sly plug is for Firefly which was Joss Whedon's hugley anticipated, but short lived space western television series. As of 2004, it was greenlighted for a film version due to high DVD sales.

Giles: "Uh, hello, Ahab, a little help please?"
Ahab is the obsessive whaling captain on a destructive hunt for a great white whale in the classic novel Moby-Dick, written by Herman Melville and published in 1851.

Anya: "...this is a special kind of angel called a Charlie. We don't have wings, we just skate around with perfect hair fighting crime."
Anya refers to 70's TV Show Charlie's Angels, where a rich Millionare (Charlie) employs three women to fight crime, who were his Angels. Most recently the television series has been re-made into a blockbuster film series starring Drew Barrymore, Lucy Liu and Cameron Diaz.

Spike: "It's not like I haven't got other plans. Great Pumpkin's on in 20".
Spike is referring to the animated special, "It's the Great Pumpkin, Charlie Brown," featuring the Peanuts characters by Charles Schultz. In the show, Linus spends all night sitting in a pumpkin patch waiting for The Great Pumpkin, his idea of the Halloween equivalent to Santa Claus.

Kaltenbach: creepily hums the tune of Pop Goes The Weasel.
Pop Goes the Weasel is a nursery rhyme which dates back to 17th-century England, and was spread across the world by colonists. There are many different versions of this song because it was a tradition in London to add verses, some humorus and other series. The most popular version is:
All around the Cobbler's bench,
The monkey chased the weasel,
The monkey thought t'was all in fun,
POP! Goes the Weasel!
A penny for a spool of thread,
A penny for the needle,
That's the way the money goes,
POP! Goes the Weasel!

Giles: "Broom's all around then." Willow: "Or I could whip up a jaunty self-cleaning incantation, it'll be like Fantasia." Giles: "We all know how splendidly that turned out for Mickey."
They are referring to the Sorceror's Apprentice section of Fantasia, in which Mickey Mouse ends up in trouble when a magical broom misbehaves. Walt Disney's 1940 animated classic was mentioned previously in Fear, Itself, when Xander accidentally rented it.

Janice: "The Mominator thinks I'm staying at yours."
Janice is alluding to The Terminator film series starring Arnold Schwarzenegger. The three science fiction action movies are about battles between artificially intelligent robots and human beings.

Zach: "Pumpkins, very dangerous. You go first."
This is a reference to a scene in the 1981 movie Raiders of the Lost Ark directed by Steven Spielberg and starring Harrison Ford as Indiana Jones. In the scene, Indy is about to enter the Well of the Souls when his friend Salla says "Asps, very dangerous, you go first".

Xander: "So, one more into the breach?"
Xander misquotes Shakespeare's Henry V, the line is actually "Once more UNTO the breach, dear friends, once more..." Henry V is a play based on the life of King Henry V of England. It deals only with the events immediately before and after the Battle of Agincourt during the Hundred Years War.

Dawn: "What are you, Superman?"
Superman is a fictional superhero created in 1938. The character started in DC Comics books and has gone on to various television series and movies. He was born on the planet Krypton and was sent to Earth by his father moments before the planet exploded. On Earth he grew up as a human and assumed an alter-ego as a newsman while also doing good with his superpowers.

Willow: "Do they know they're brother and sister?"
When Willow and Tara enter the Bronze, they notice a couple dressed as Princess Leia and Luke Skywalker, from, of course, Star Wars where Princess Leia was played by Carrie Fisher and Luke Skywalker was played by Mark Hammill.

Spike: "Dawn and her little friend pulled a Houdini."
Harry Houdini (born March 24, 1874) was the stage name of Ehrich Wiess, one of the most famous magicians, escapologists and stunt performers of all time. An interesting and relative side note is that Houdini died on Halloween of 1926 at the age of 52.

Willow: "So, uh, big monster mashing? Sorry we missed it."
Since it's release in 1962, 'Monster Mash' by Bobby "Boris" Pickett has been on the "top 100" chart on three different occasions. Pickett's Boris Karloff imitation was created when he was around 9 years old when he would spend time in the movie theater his father managed. He later used it in his act and eventually turned it into a song one day with friend Lenny Capizzi.

| | Goofs, Gaffes and Nitpicks | |

Why didn't Willow, Tara and Buffy dress up in costumes for Halloween this year? Dawn has a valid excuse, being the 'moody teenager' of the show-but the others have no excuse!

If Dawn was really trying to convince the Scoobies she was sleeping over at Janice's, how come she didn't at least take a bag with a toothbrush and some P.J.'s with her?

Why didn't Dawn realize that she was kissing a vampire? His skin should have been cold. Arguments could be made that not long before the kissing started, Dawn had mentioned she was freezing herself or that she was too excited because it was her first kiss. Also, Buffy freaks wondering why she didn't realize she was making out with a vamp-but how long did it take her to figure out that Angel was a vamp. And thats with her slayer sense powers and all.

Giles shoves the vampire Justin away, and a branch on a tree went through his stomach. Note the word that I used there - stomach. Nowhere near his heart.

When Buffy is fighting a vamp at night near a car, the vamp punches a hole through the hood. But when Buffy gets up and stands on the hood, you see no hole.

While fighting the vamps at the end, Buffy is fighting with one next to a brown car. She opens the passenger side door and the guy kicks the window and shatters it. The problem is the window breaks a second before his foot even touches the door.

Buffy, Giles and Spike's stunt doubles can be clearly seen in the big fight with the vampires. During the fighting in the make-out area, it is so obvious that the stunt doubles for Buffy/Spike/Giles are being used. You can see them in other episodes as well, but they really stand out in this one. Spikes double has much longer hair, Giles's has curly hair and looks much younger and Buffy's double had blond, Anya style hair!

| | Creep Show | |

In 2003, Emma Caufield starred in the horror film Darkness Falls.

Michelle Trachtenberg cryptically hosted the Halloween edition of Discovery Kids series, Truth or Scare.

The annoying little fire man in the begining of the episode was played by Steven Anthony Lawrence who was in the campy horror movie Shriek If You Know What I Did Last Friday the 13th with fellow Buffy allum Julie Benz and Danny Strong.

| | Hallowed Celebrities | |

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| | Misc Notes | |

Emma Caulfield told a group of Buffy fans at the Starfury Fusion Event (Blackpool, England, 2004) about her experience filming this episode: "I actually roller blade, well I haven't in a while, I used to roller blade all the time and I was an avid skater when I was a kid. I'm sure they were all terrified because I just sort of went around between takes and I was constantly spinning around and doing stuff. And I actually managed to not knock anything over, which was great, but it was fun. I wasn't too keen on the shorts, I wasn't working out then."

In this episode, Xander dresses as a pirate and part of his costume is a patch over his left eye. In season 7 of Buffy Xander gets his left eye smushed by a Big Baddie and then actually has to wear a patch over it.

Willow: "I'm just saying you might wanna rethink the stereotype before someone turns *you* into a toad." In the Charmed Halloween episode, All Halliwell's Eve, they also talk about how witches are stereotyped on Halloween.

Mandrake root, the item Buffy is sent to get, is a traditional magical ingredient. It was said that the root resembled a person, and would emit an ear-piercing scream when pulled from the ground. This makes re-potting them quite tricky, as Harry Potter fans will have found out in The Chamber of Secrets.

When Giles reminds Buffy that the undead don't usually come out on Halloween, she reminds him of the events of season two's Halloween ("costumes that take you over") and season four's Fear, Itself ("wee little Irish fear-demony thingies").

John O'Leary, who plays Kaltenbach, previously played a member of the Watcher's Council in Checkpoint.

While this episode was filmed, the cast were simultaneously learning and recording their musical numbers as well as practising the choreography. Thats why the episode is Dawn centric and the scene with the exhausted Scoobies in the Magic Box may not be completely untrue.

Buffy: "You were parking?! With a vamp!?" If Giles were the one to deliver that line, he would have said something more like: "You were getting of with a Vamp?!" As that is the term they use in England. It would have been funny but probably not appropriate.

In the SFX Year End Collector's Eddition, Marti Noxon revealed what she thinks about ALL the Way: "That one was interesting, but there were two things wrong with it. The romance between Dawn and the vampire never took off. We'd hoped it would be bittersweet, but they didn't quite make the connection. So in some ways it wasn't quite as resonant as we'd hoped it would be. And the other thing is that Joss felt that we should have shored up Dawn's character more at the beginning. If we'd been into Dawn's space in the beginning, then the rest of it might have played better. I tend to agree. We sort of boned that one a little bit. What I did like about it was that it was sort of old school Buffy. You go out with these guys and, guess what? They're vampires. Not very complicated in the metaphor, but very dead on. So I liked the simplicity of it. It we'd only made a few adjustments, it would have been better."

Three songs from this episode were used on the second Buffy soundtrack album.

| | Music | |

THEME: Nerf Herder
SCORE: Thomas Wanker

"Even If (it is love)" by Lift
Album: September, Orange Star Records, 1999
Website: Official Site
Scene: This song is played at the party when Willow performs her spell.

"How Do You Make Me Feel" by Opus 1
Album: Not available, Music Library
Scene: This is one of the songs played at the party.

"Body Of Binky" by Coin Monster
Album: The Schematic, Bandaloop Records, 2000
Website: Official Site
Scene: This song plays in the park when the girls meet the boys.

"Living Live" by Box Of Music
Album: Not available, Music Library
Scene: This song plays durring the party.

"Make Me A Star" by Strange Radio
Album: Pre-Release Pop Radio, Pangea Music, Inc., 2001
Scene: This song plays at the party as Anya and Xander discuss their wedding plans.

"Everybody Got Their Something" by Nikka Costa
Album: Everybody Got Their Something, Virgin Records, 2001
& BtVS: Radio Sunnydale, Virgin Records, 2003
Website: Official Site
Scene: This song plays as Giles is on the phone and when he goes to turn off the radio.

"Around My Smile" by Hope Sandoval & The Warm Inventions
Album: Bavarian Fruit Bread, Sanctuary Records, 2001
Website: Official Site
Scene: This is one of the songs that play when Justin and Dawn kiss in the car.

"Just As Nice" by Man Of The Year
Album: The Future Is Not Now, Loveless Records, 2000
& BtVS: Radio Sunnydale, Virgin Records, 2003
Website: Official Site
Scene: This song is preformed at the Bronze.

"The Sun Keeps Shining On Me" by Fonda
Album: The Strange and the Familiar, Hidden Agenda, 2001
& BtVS: Radio Sunnydale, Virgin Records, 2003
Website: Official Site
Scene: This song plays as Dawn realizes her date is a Vampire.