I do not own the characters nor do I own the lyrics.

"I don't know Faith," said Buffy, as she looked at one of the costumes that Faith had selected from the Costume Shop. "I'm looking for something a little more refined than that. Going for the sophisticated look."

Buffy couldn't believe how she and Scoobies had been snagged by Principal Synder to be chaperones for the little kids. This was part of Synder's community outreach program; he was also trying to score some brownie points with Mayor Wilkins. If the Scoobies didn't participate he would give them detention until Christmas. He also added it was mandatory that they have fun; he didn't want any complaints from the kids reaching the Mayor. Moreover, Synder was itching to make the Scoobies as uncomfortable as possible and expel Buffy.

"What? Sophisticated, give me a break," said Faith, impatiently. "Sounds old like."

She had thought her choices were suitable for Buffy.

"Come on B live a little," dared Faith. "Anymore refined would be bland and if you want to be a fetching catch you gotta push the envelope. Men like women who show a little skin and."

"And maybe Ethan can help out," interrupted Buffy, who was unconvinced by Faith's suggestion.

"Yeah right."

Buffy sighed deeply, she wasn't sure if she even wanted to participate in Halloween anymore but she had no choice since Synder had voluntold her. Moreover, Halloween didn't seem to have the magic she use to enjoy, she felt blah about the whole thing. She used to love to dress up in outlandish costumes, however this time she felt like she had no energy or motivation. She thought bringing along Faith would help, but that proved to be nuisance.

"I don't see your costume. So what do you plan on wearing Faith?"

"Hey sis, I'm a big girl now, don't do costumes. Halloween is for kids or for grown ups who are still believe they're kids," said Faith, overly proud. "This isn't for me, I'm way beyond that."

Buffy eyed Faith curiously. She wondered if Faith had ever had worn a costume let alone participated in Halloween.

"That's too bad Faith. My understanding is there are still grownups that enjoy having fun. There are also, Halloween parties that cater to adults. And so what if they let loose and act silly at least they're having fun. I certainly don't want to miss out on the fun before life passes me by. "

Faith was silent and pursed her lips.

"Yeah, you can count me out," said Faith, defensively. She wasn't about to be out done by Buffy. "You can wear these silly costumes all you want."

"What's this ladies about not wearing costumes," said a male voice.

Buffy and Faith turned around to face the man. Buffy recognized him; he was Ethan Rayne proprietor of the Costume Shop and she hoped he could assist her.

"I'm having a hard time finding the right costume?" began Buffy. "I'm looking for something elegant . . . that is for my age."

"Ah, I think I have something in mind for you, Buffy," said Ethan as he made a mental note of her size.

"And what about you Faith?" asked Ethan to Faith.

Faith started to fidget; she hadn't given much thought but then blurted out a few ideas that came to mind.

"Do you have a nurse uniform or some waitress uniform," asked Faith, innocently. "Or something a little naughty?"

Buffy rolled her eyes.

Ethan graciously replied, "I'm sorry, they've all been rented out."

Faith shrugged her shoulders in disappointment and mumbled, "I guess it doesn't matter . . .didn't want to go anyways."

"Now, now don't give up, there is something for everyone," said Ethan. "Even for you."

Faith became curious and decided to give Ethan a chance. "Okay, show me what you have?"

Buffy was curious as well, she wondered what Ethan could possibly have for Faith. He came back shortly with a picnic basket. Then he came back with a simple country dress with a pair of sparkling, red slippers. Buffy suppressed a giggle and looked away surreptitiously.

"Dude, you're not serious?" groaned Faith, as she looked at the picnic basket and blue and white checkered dress. "This looks so . . . so lame, too sugary sweet if you know what I mean."

Then she picked up the slippers. "Man you gotta be kidding."

"Very glitterery," observed Buffy, with a giggle.

"What kinda of costume is this suppose to be anyways?" said Faith, with disdain.

"It's Dorothy from the Wizard of Oz," said Buffy.

Faith drew a blank.

"You know the nice, farm girl from Kansas," continued Buffy.

Faith gave Buffy a suspicious look. "Who the heck is Dorothy? And I thought you just said she was from Oz?" She suspected that Buffy was teasing her.

Buffy shook her head in disbelief.

"What? So I missed class that day," said Faith, irritated. She hated when someone would have the up and up.

"Actually, Dorothy Gale was far from being a good farm kid. She regularly got in trouble with her relatives and she had a problem with authority, and she ran away," said Ethan, as he put the dress on a hanger. "Of course, she did other things most notably in the land of Oz. She was no angel; she was kind of famous or infamous depending on your point of view. However, she kicked butt with those slippers."

"Cool . . . she sounds like my kind of girl," grinned Faith.

"Ethan, how can you say that about Dorothy," said Buffy defensively and feeling quite miffed.

He was trashing one of the female icons she looked up to when she was a kid. It was akin to telling a small child that Santa Claus didn't exist.

"Yes she got mixed up and in trouble at times but who hasn't. It's not easy being a teen. She was a good kid at heart and took care of her friends," defended Buffy. "And she learned valuable lessons about love, home, and friends. 'A heart is not judged by how much you love; but by how much you are loved by others.'"

Faith looked Buffy and then reconsidered the dress again and then those glitzy slippers, and finally decided to take a chance. She took a deep breath and took the plunge, "Okay, I'll take that costume."

Ethan smiled and he gave the costume to Faith. "Buffy, lets see about getting your costume."

Faith tagged along and she wasn't about to miss what Buffy was going to wear. She could only speculate what Buffy's costume would be as she waited outside the dressing room. When Buffy came out of the dressing room, Faith was floored.

"Check you out B . . .," smiled Faith.

Buffy smiled shyly. She felt like a lady as she posed in front of the mirror and twirled once. She was in awe the moment she saw this gown.

"You look like a damsel in distress," added Faith. "Are going to let hair down and let your prince charming come up, and rescue you?"

Then Buffy began to frown and turned back to confront Faith.

"Faith, I like to see you get in your costume, and wear those shoes," retorted Buffy.

Then she almost laughed aloud, as she imagined Faith wearing her costume with hair braided in two ponytails carrying that picnic basket.

Buffy went up to the full sized mirror and looked at herself. She loved the how the dress felt, she felt gorgeous. Ethan was spot on when he picked out this gown, it fit Buffy to a tee; it was like it was made for her. Perhaps Halloween wouldn't be so bad mused Buffy.

"B, lighten up. You look very . . . you look like you should have a date by your side," said Faith, softly as she came next to Buffy by the mirror.

Buffy was impassive and started to play with hair wondering if she should put it up or not. She stepped up nearer, to get a closer look of her neck and face. She knew her mom had earrings and necklace that would match the dress as she pushed up her long hair up revealing her earlobes. She smiled at her reflection. If Angel was here, she knew he would be pleased. She started to pose pretending that he was next to her and did a slight curtsy.

* * *

"Hey Buffy," said Willow, as she waved from across the street. "Sorry, I was late . . . had to play the geekster for a couple of computer newbies."

"Willow, look," said Buffy, as she lifted her costume up for Willow to see.

"Oh let me see . . . Oh Buffy that gown looks so adorable, so ladylike," said Willow, admiring it. "It so you. I bet you look beautiful in it."

Buffy smiled warmly. "Ethan's has nice costumes. You should definitely check out the Costume Shop."

"I don't know Buf, I mean . . . what can I wear?" said Willow, stammered and suddenly felt self-conscious of her figure.

She didn't have the stunning good looks of her best friend. Then she looked at Faith, she didn't have the curves to match either. Willow felt like plain vanilla ice cream and she let her shoulders sag but she had no choice. She had the specter of detention hanging over her head. At least Synder's task was only for a few hours. How bad could this be?

"If Ethan can find Faith and I costumes, then I know he can help you," consoled Buffy. "You should go for the wild side."

Willow stood up straighter thinking there was hope. "Do you really think so?"

"I think the wild side is in this year."

Buffy was trying to help Willow come out of her comfortable shell and meet boys.

"I'm not sure if wild is me. What if I spaz out or something?"

"C'mon Will, get your naughty on," added Faith. "You never know if don't try."

"Willow don't underestimate yourself, you have it in you. Would you like me to go in with you?" offered Buffy. "For moral support."

"Oh Buffy, thanks I think have the moral supportty part down. I mean not that I need any more morals but support is good once in a while. Oh here I go again being all morally supportty."

Buffy smiled at her friend, she had wished Willow had been here earlier. It would have been great to have moral support when she was attempting to find a costume.

Willow looked at Faith and wondered what her costume was.

"What about you Faith?"

Faith hesitated and finally showed her costume.

"Oh . . . cool," said Willow admiring the sparkling, ruby slippers. "You're going to be Dorothy!"

When Willow touched them, she received a slight electrical jolt and backed away.

"You okay?" asked Buffy with surprise.

"Must be a kinda low humidity day," said Willow, as she rubbed her dried fingers. "Not to worry, see I didn't fry, no meltage here."

Buffy smiled at Willow's comeback while Faith shrank slightly thinking Willow was a little off.

"But where's Toto?" asked Willow, as she looked inside the picnic basket.

"Huh?" asked Faith.

"You know her dog, the cute little rascal."

Faith drew a blank.

"Umm . . .Willow, she's doesn't know about Dorothy."

"Oh."

Willow was perplexed, what kid didn't know about Dorothy from the Wizard of Oz. Everyone knew about Dorothy.

"Toto was Dorothy's pet, a dog," continued Buffy. "He was a trouble maker too, forever getting Dorothy into messes."

"But Buffy, he helped out several times," said Willow. "Remembered how he escaped from the witch's castle leaping over the drawbridge looking for help. Oh oh . . . I liked how he stood up to the Cowardly Lion when the Tin man and Scarecrow were shaking in their boots."

Buffy laughed.

"Oh yeah, I forgot about that," said Buffy. "He was so adorable. Remember when Dorothy was singing, "Over the Rainbow," and he how extended his little paw to Dorothy."

Both Buffy and Willow sighed and said, "Aww he was so cute."

Faith stood by totally flabbergasted. She watched Buffy and Willow in this mushy moment feeling left out and clueless. Then she suddenly felt nauseous and started to gag.

"Hey B, maybe you can give me the cliff notes of on this story," said Faith, as she tried to get back in the conservation.

"You know there's a movie you can watch."

"Really and how come I haven't seen it at the cinema or on cable?"

Willow and Buffy looked at each incredulously at each other.

"Why I do declare," said Xander with a southern twang as he looked at Buffy's gown. "If isn't Miss Buffy Summers. Lady of Buffdom, Duchess of Buffonia, oh be still my heart."

Willow and Buffy started to giggle.

"What d'ya get?" asked Willow.

"Call me super cheap or the bargain hunting king, extraordinaire," said Xander.

He pulled at out a toy military machine gun from a plastic bag that he had bought earlier from the Costume Shop. He proudly showed it to Willow and Faith.

"Going for the G.I. Joe look?" said Faith, as she tossed back the toy gun to Xander.

"Funny you should asked," replied Xander, as he caught the toy gun and stuffed it back in the bag.

"Xander that doesn't count as a costume," observed Buffy.

"Au contraire," said Xander, as he pulled out military fatigues from the bag. "Just paid a visit to the military surplus store and spent only two bucks. And who said the all mighty dollar is dead."

"So what's in the picnic basket," asked Xander. "Tricks or treats?"

"See for yourself," said Faith, unenthusiastically.

She let Xander open the cover.

"Whoa, I think I'm going to need some shades, I'm going blind here," said Xander, squinting as he looked at the shoes. "I see you're going for the Dorothy look."

"Yep," said Faith and sighed heavily. "Does everyone know about this Dorothy chick or what?"

"Oh yeah, it's a time honored classic. It's like a rite like passage thing."

Xander turned to Willow. "So what are you going for Willow?"

"I think I have an idea," said Willow, as she eyed the picnic basket.

"Does it involve spandex?" asked Xander.