| | Credits | |

Writer: David Fury
Director: Tucker Gates

Regulars:
Sarah Michelle Gellar as Buffy Summers
Anthony Stewart Head as Rupert Giles
Nicholas Brendon as Xander Harris
Alyson Hannigan as Willow Rosenberg
Seth Green as Oz

Guest Stars:
Kristine Sutherland as Joyce Summers
Emma Caulfield as Anya
Marc Blucas as Riley
Lindsay Crouse as Professor Maggie Walsh
Adam Kaufman as Parker Abrams
Adam Bitterman as Gachnar

Other Cast: Marc Rose as Josh
Sulo Williams as Chaz
Walter Emanuel Jones as Edward
Aldis Hodge as Masked Teen
Darris Love as Hallmate
Michelle Nordin as Rachel
Adam Grimes as Lobster Boy
Larissa Reynolds as Present Girl

| | Synopsis | |

Buffy is still mopping around about the incident with Parker but agrees to join Willow, Oz and Xander at a Halloween frat party. Soon the gang finds themselves in a real-life house of horrors. Through unforseen magic a demon feeds off their fears which have come to life. Meanwhile, Anya (who has decided to date Xander wether he likes it or not) enlists Giles to help save him when she realizes Xander is in trouble.

Read Full Script

| | Images | |

Thumbnails will pop up in a new window.

| | Tricks and Treats | |

Traditions - PUMPKINS: In the begining of the episode, the scoobie gang is together carving pumpkins, well, except for Buffy. Xander: "I dont know, I was going for ferocious, scary, but it's coming out more dryly sardonic." Willow: "It does appear to be mocking you with its eye holes." Oz: "The nose hole seems sad and full of self-loathing."

Quip - Buffy: "I was just thinking about the life of a pumpkin. Grow up in the sun, happily entwined with others, and then someone comes along, cuts you open, and rips your guts out."

Traditions - MOVIES: Xander provides the flick for their 2nd annual Halloween screening party only his frightful flick turns out to be less scary than he hoped. A mix up gets him Fantasia instead of Phantasm. Oz (on Fantasia): "You know, maybe it's 'cause of all the horrific things we've seen, but hippos wearing tutus just don't unnerve me like they used to."

Traditions - PARTIES: A college frat house throws a wickedly fun Halloween party. Xander: "So, you go through the whole house of horrors downstairs and it ends up here. Sweet. You fratly guys have a nice setup."

Traditions - HAUNTED HOUSES: The frat party has a haunted maze you must go through before you reach the party itself. Buffy: "The scary house? Sounds kinda lame." Oz: "It actually borders on fun. You have to go through the scary house maze to get to the party. Which is usually worth getting to."

Quip - Willow: "She didn't even touch her pumpkin. It's a freak with no face."

Costumes - Giles dresses as a Mexican caballero. Giles: "It's a sombrero." Buffy: "A-and it's on your head." Giles: "It seemed festive."

Traditions - DECORATING: Giles gets into the spirit and puts up Halloween decor all over his house. A few things we can see are pumpkins, his hanging Frankie, cob webs and pumpkin string lights. Giles (referring to the Frankenstien doll hanging from his ceiling): "Look, look! It's alive! See - how he shakes." And the frat boys, of course, have their pad totally decked out. Decor seen includes: cob webs, skulls, skeletons, spiders, orange string lights, a decapitated head in a bowl, orange, white, and black candles, mummies, bats, pumpkins and a welcome mat that says HELLCOME. Willow: "Uh, ah! Cobweb! Okay that part was realistic." Oz: "Frat boys aren't too obsessive with their cleaning. Might not be decoration per se."

Quip - Josh: "Halloween isn't about thrills, chills and funny costumes, it's about getting laid."

Quip - Xander: "Well, every October 31st, we mortals dress up in masks..." Anya: "No, no, I understand that inane ritual."

Quip - Xander: "Dress up, you know, something - scary." Anya: "Scary. Scary how?" Xander: "Anya, you ex-demon, terrorized mankind for centuries. I'm sure you'll come up with something."

Quip - Riley: "Halloween isn't a night for responsibility. It's when the ghosts and goblins come out."

Traditions - COSTUMES: Buffy asks her mom to alter an old costume so she can wear it to the frat party.

Costumes - Buffy dresses as Little Red Riding Hood. Joyce: "I'm thinking about the little girl who wore that. What is it? Five? Six years ago." Buffy: "Yeah, little red riding hood was the cutting edge in costumes."

Traditions - PRANKS: We see college kids running around with silly string and toilet paper getting it everywhere.

Quip - Willow: "And if Parker shows up we just - ax-murder him. Thats halloweeny!"

Costumes - Xander dresses as James Bond. Xander: "Bond. James Bond. Insurance, you know, in case we get turned into our costumes again. I'm going for cool, secret agent guy." Buffy: "I hate to break it to you, but you'll probably end up cool head waiter guy." Xander: "As long as I'm cool and wield some kind of power."

Costumes - Willow dresses as Joan of Arc. Xander: "Hail, ye olde -vareletty- thou." Willow: "I'm Joan of Arc. I figured we had a lot in common, seeing as how - I was almost burned at the stake, plus she had - that close relationship with God."

Costumes - Oz wears a name tag that reads: GOD. Xander: "Of course. I wish I'd thought of that before I put down my deposit. I could have been God."

Costumes - Anya dresses up as a bunny. Xander: "That's your scary costume?" Anya: "Bunnies frighten me."

Spooks - Gachnar: The frat boys accidentally unleash Gachnar into their house and during their party, Gachnar starts exposing everyone's greatest fears. Buffy's fears were being alone/rejecte by men, Gachnar: "They all ran away from you. They always will. Open your heart to someone and ... But don't fret, little girl, you're not alone anymore." Xander is afraid being ignored, Xander: "I'd offer *my* opinion but you jerks aren't gonna hear it anyway." Willow is scared of her magic getting out of control, Willow (being chased by the light she made): "Get them off me! Get them off me! Get'em off! Get'em off!" Oz's fear is being unable to control the wolf within, Oz (repeating over and over): "You're not going to change. You're not going to change." When Buffy accidentally makes Gachnar materialize they realize he's got more bark than bite. He turns out to be just a wee-little fear demon. Gachnar: "I am the dark lord of nightmares! The bringer of terror! Tremble before me. Fear me!" Willow: "He-he's so cute!"

Other costumes seen throughout the episode include - a skeleton; an angel; a prisoner; a guy in drag; a lobster; a present; Pippi Longstockings; a hula girl; a clown; a Jamacian; an alien; a greek couple; an umpire; a baseball player; a KISS guy; tarzan; Ragedy Ann; a chicken; Michael Jackson and a princess.

| | Dialogue To Die For | |

Buffy: "Thank the lord."
Oz: "Your welcome."

Xander: "I wasn't scared, I was in the spirit."
Willow: "And we back you up on that. Even if they question us separately."

Buffy: "Conjuring? Will, let's be realistic here, okay? Your basic spells are usually only about 50-50."
Willow: "Oh yeah?! Well... so's your face."

Xander: "I'd offer *my* opinion but you jerks aren't gonna hear it anyway. Not that 'didn't go to college' boy has anything important to say. I might as well hang out my new best friend, bleeding dummy head, for all you dorks care."
Buffy: "What is wrong with you?"

Buffy: "This is much better. There is no problem that cannot be solved with chocolate."
Willow: "I think I'm gonna barf."
Buffy: "'cept that."

| | Dialogue To Bury | |

Big overture, little show. I didn't see why Giles freaked out so much:
Giles: "Oh, bloody hell. The inscription!"
Buffy: "What's the matter?"
Giles: "I should have translated the Gaelic inscription under the illustration of Gachnar."
Buffy: "What's it say?"
Giles: "Actual size."

| | Pop! Goes the Culture | |

Title: "Fear, Itself"
The title of this episode comes from America's 32nd President, Franklin D. Roosevelt's (1/30/1882-4/12/1945), inaugural address, on March 4th, 1933. He said, "This great nation will endure as it has endured, will revive and will prosper. Let me assert my firm belief that the only thing we have to fear is fear itself."

Xander: "People, prepare to have your spines tingled and your gooses bumped by the terrifying... Fantasia. Fantasia?"
Fantasia is a 1940 animated Disney musical featuring Mickey Mouse as a Sorcerer's apprentice who gets into some magic he can't control. The musical has eight different segments with different classical, opera, and ballet songs.

Xander: "Phantasm! It was supposed to be Phantasm!"
This low budget 1979 horror movie is about a curious boy who discovers a sinister plot in which a murderous flying metal sphere, an evil Tall Man and a horde of mini monsters plan to enslave the world.

Willow (to Oz): "OK, Brutus... Brutus. Uh, Caesar? Betrayal, trusted friend, back-stabby?"
Brutus was one of Caesar's trusted friends and a senate member. However, when Caesar was made dictator over the Roman Empire for life, Brutus, along with other senators, began to conspire against Caesar and on the Ides of March of 44 B.C., the men murdered him on the steps of Pompey's Theater.

Giles (about his Frankenstein monster doll): "It's alive!"
This quote is originally from the 1931 movie Frankenstein with Boris Karloff as The Monster. Interestingly, the phrase does not appear in the book by Mary Shelley but in the movie, Dr. Frankenstein says this when his newly animated monster begins to move.

Oz (about his sound equipment): "Mi Casio es su Casio."
Casio is an electronics manufacturer that makes things such as calculators, watches, and electronic musical instruments.The phrase referenced is Mi casa es su casa, which is Spanish for "My house is your house."

Xander (to Oz): "Sensing a disturbance in the Force, Master?"
Star Wars (BtVS references them a lot). Oz is apparently as in tune with his sound system as a Jedi Master was with the Force.

Character: Buffy, dressed as Little Red Riding Hood
Buffy is dressed as Little Red Riding Hood, the main character of the fairy tale of the same name. The story is at least as old as the very early 19th century; it has been told and written in many different languages with many different versions — authors include the Brothers Grimm and Charles Perrault. Though each version varies, the basic plot has Red Riding Hood off to visit her grandmother; she runs across a wolf (who asks her what she has in her basket), tells him where she's going, and he beats her there. When she gets there, he has locked her grandmother in the closet (or eaten her, depending on the story version) and dressed up in her clothes to trick Red Riding Hood in an attempt to eat her as well.

Xander (explaining his Halloween costume): "Bond. James Bond."
James Bond (a.k.a. Agent 007) is the main character in a string of secret agent movies, who often introduced himself the way Xander did. The character, who has been played by such actors as Sean Connery and (most recently) Pierce Brosnan, is notoriously suave, sophisticated, and popular with the ladies. This isn't the first time Bond has been referenced.

Willow: "I'm Joan of Arc. I figured we had a lot in common, being almost burned at the stake and having a close relationship with God."
Joan of Arc was a patron saint of France who, as a teenager, quite successfully led French troops in battle against the English. The English eventually captured her, tried her for witchcraft and heresy (she believed that God spoke to her through the voices of Saints), and burned her at the stake when she was 19 years old.

Willow (about the camouflaged guys): "What are they supposed to be?" Oz: "NATO?"
NATO is the North Atlantic Treaty Organization, a military alliance established in 1949. Its aim is to safeguard member nations from attack, originally from the threat of Soviet aggression. With the end of the Cold War, NATO members agreed to the use of its forces as peacekeepers in countries outside the alliance.

Buffy: "If I were Abbott and Costello this would be fairly traumatic."
Abbott and Costello is the name of the legendary comedy team made up of Bud Abbott and Lou Costello. I haven't seen any of them, but this seems to be a reference to the numerous monster movies they made, such as Abbott and Costello Meet Frankenstein. I am assuming, because of Buffy's comment, that they were big fradey cats in the films.

Character: Gachnar
Gachnar reminds me of the Wizard in The Wizard of Oz who pretended to be amazingly powerful by using a microphone to give the impression of a booming voice and made false promises and made people fear him. When his cover was blown, he turned out to be just a harmless little man.

| | Goofs, Gaffes and Nitpicks | |

Buffy-time generally parallels real-time, so since Halloween was on a Sunday in 1999, there shouldn't have been any classes - unless the Evil Bitch Monster of Death Professor Walsh, decided to have class anyway.

In the scene in which Oz and Xander bring over Oz's sound system, the hair dangling on Xander's forehead moves around a bit in different shots.

The Frankenstein doll is swinging pretty well all through Giles and Buffy's talk, but during a cut away from and back to Giles the doll has more or less stopped swinging, though there didn't seem to be enough time for it to have slowed that much.

When Willow is checking out Buffy's wound, her left braid is behind her (and, in fact, Willow is pushing it further to her right). The camera then switches angles, and her left braid is suddenly resting in front of her left shoulder.

Watch the shot of the reanimating dead girl at the party: at the very end of her shot, her face is abruptly shown smiling. This seems to be an editing goof, because you don't see the smile form; it's just suddenly there.

The whole chainsaw thing is somewhat questionable. Giles' bag seems almost too small to even fit it, let alone pull it out so easily. Plus, it doesn't really seem as though he pull-starts it.

The area of the floor on which the Mark of Gachnar is painted is obviously made of break-away wood, because it's so different from the rest of the floor.

| | Creep Show | |

In 2000, Nicholas Brendon filmed a movie spoof of 1960's Beach Party/Gidget surfing movies mixed with slasher horror films, called Psycho Beach Party.

In 1999, Seth Green played a victim who comes back to life in the horror comedy, Idle Hands.

| | Hallowed Celebrities | |

Thumbnails will pop up in a new window.

| | Misc Notes | |

According to Xander, this year would be the second annual Halloween video screening, implying that the scoobies watched videos last year. There was no Halloween episode in season three, so this makes sense.

Xander (to Anya, about Uncle Rory): "The man likes his schnapps." Schnapps is defined as "any of various strong liquors, especially a Dutch spirit distilled from potatoes". It comes in a variety of flavors, such as peach, butterscotch, root beer, peppermint, etc.

Both this episode and the Charmed Halloween episode, All Halliwell's Eve, refers back to an episode when one of the main characters was nearly burned at the stake.

Buffy is dressed as Little Red Riding Hood and one of the nicknames that was bestowed upon Willow through the seasons is Red. Willow is dressed as Joan of Arc and when the Scoobies lost their memories in the 6th season episode 'Tabula Rasa', Buffy names herself Joan.

VIP Behind the Scenes Quote from BtVS Watchers Guide Vol. 2:
Emma Caufield: "When I read that [Anya] had to be dressed up in a full bunny suit, I mean I got an immediate visual of that in my head and what ended up being filmed was by far funnier then what I even had in my head, which was pretty funny. That was another one of my favorite Anya moments." WG2: "Was it hot?" Emma: "Hot, yet, it was unbearable. Thank God it was around October so it was cold outside. We shot a lot of the stuff at night, so that was good. Getting around in it was probably more difficult than actually being hot in it, because the shoes were enormous and I literally had to waddle." WG2: "It was pretty cute how she stomped around." Emma: "No, I didn't have a choice, it was the only way I could move around. It added to the visual. It was pretty funny."

Giles and Anya's Halloween costumes (a mexican and a bunny) were so popular with fans that they were made into action figures by Clayburn Moore.

Willow calls upon Aradia, the goddess of the lost, for her guiding spell. Her incantation is: "Aradia, Goddess of the lost, the path is murky, the woods are dense, darkness prevades, I beseech thee, bring the light."

VIP Behind the Scenes Quote from BtVS Watchers Guide Vol. 2:
David Fury: "It was a very big deal to do this on Halloween, because the first Buffy Halloween episode was a classic. It was hard to come up with an idea that didn't play off of costumes. Trying to get to the root of Halloween, which is fear. ... Gachnar is a tiny two-inch demon because thats what your fear is. It doesn't amount to much. We make much more of our fears than what they are. There had been talk about a big-ass fight at the end with Buffy. It seemed funnier if there was no fight. All this stuff they're dealing with doesn't really amount to much."

| | Music | |

THEME: Nerf Herder
SCORE: Christophe Beck

"Kool" by 28 Days
Album: 28 Days, Stubb, 1999
Website: 28 Days Fansite
Scene: This song plays as the guys prepare for the party.

"Ow Ow Ow" by Third Grade Teacher
Album: Greatest Hits, Vol. 1, Al's Bar/Third Grade Records
Website: Official Site
Scene: This song plays as toilet paper rolls fly through the air and people arrive for the party.

"Pretty Please" by Verbena
Album: Into the Pink, Capitol, 1999
Website: Official Site
Scene: As the Scooby gang approaches the haunted Frat house and you can also hear the song playing faintly in the background as the coed handles the 'eyeballs'.