Hal brings home Roaring Twenties costumes for him and Barbara, much to the amusement of Adam who tells his dad he cannot believe that Hal and Barbara are even speaking on one another, much less attending a party together.
Lily gets her costume delivered and flashes back to last year when she surprised Simon by showing up at Cal's dressed as "Beloved." Simon, meanwhile, is preparing to leave Oakdale and refuses to allow his hotel bill at the Lakeview to be charged to Lily.
Jennifer and Barbara have a long discussion about how Jennifer is not ready to have sex but that Bryant has been urging her. Jennifer is disappointed because Bryant has not called since she refused him. Barbar says all the right mother things.
Lucinda visits Rose in the pool house and makes her a proposition. Since Simon has refused her offer of $20,000 to leave town, now Lucinda is willing to pay $10,000 to Rose if she will pretend to be Lily once more and urge Simon to leave.
Katie is taking RSVP messages for Craig's party and receives one from Lily. Katie realizes that Holden will be at the party, so she grabs an extra invitation and heads for the Lakeview. She delivers the invitation to Simon, who says he is leaving and is not interested, but Katie leaves it anyway. Katie figures that Simon will distract Lily and she, Katie, can make another move on Holden.
Adam warns Hal that Jennifer is hanging around Bryant because she feels that she is still being punished for the accident that hurt Parker. Hal tries to make it up to Jennifer by being upbeat and cheerful to her. Barbara questions Hal as to why he is so adament about attending Craig's masquerade party, and Hal confesses that he plans to take the opportunity to watch Craig for any signs of illegal activities. This starts another argument, and Barbara storms out.
Rose, dressed as "Lily," knocks on Simon's door and tell him she loves Holden and needs Simon to leave. She overplays her part, however, and Simon clues in. He forces the issue by trying to get her to sleep with him as a farewell gesture, and Rose whips off her blouse and agrees. Simon picks her up, without her blouse, and throws her out. In her bright red bra, and to the amusement of other guests, Rose marches to the front desk of the Lakeview and demands that the desk clerk give her his coat.
Lucinda drops in on Lily, in part to make sure she doesn't go see Simon herself and ruin Rose's performance. Lily figures out that Lucinda has approached Simon and offered him money. She asks her mother to leave, and then is delighted that Simon refused the bribe.
Hal and Jennifer spend some time together, and then Jen becomes ecstatic when Bryant calls and asks her out that evening.
Simon finishes his packing and grabs the invitation to Craig's party on the way out. Rose comes back to the poolhouse where Lucinda is waiting and confesses failure. Lucy has one more card to play: she places a call to Immigration and Naturalization Services.
Craig is putting the finishing touches on the arrangements for his masked Halloween ball. He warns Carly that he will be watching her closely and promises her that Oakdale's finest (the cops) will be busy elsewhere.
Rose and Bryant are sharing Lucinda's poolhouse as roommates. Bryant tells Rose he is taking out Jennifer Munson and offers Rose an invitation to his father's party. As soon as Rose realizes Holden will be there, she accepts and heads out to locate a Roaring Twenties costume.
Lucinda confronts Bryant in the poolhouse and is relieved that he is not going to be spending time with his father tonight. Bryant asks her for advice as to where he and Jen can go to be alone, and Lucinda suggests the old mill in Milltown, but warns him that this is Halloween and handless spirits inhabit the mill on this night.
Lily goes to the garage where Simon works and he startles her by rolling out from under a car during a thunderclap. He professes his love for her once again, but Lily tells him that her future is with Holden. Simon must leave town, she says. They rehash the old arguments, and Simon asks Lily to look him in the eye and swear to him that she does not love him.
Adam, Abigail and Jen are doing a Blair Witch thing with a video camera at the Munson house. Adam says they should go to the old mill at Milltown for realism, and recounts the same horror tale about the spirit with no hands.
As the masked ball is about to begin, Craig gives Carly the earrings with the microchips in them and tells her that at midnight, a man in a black mask and a bowler hat will approach her, and she is to pass him the earrings.
Katie tries to come into the party but is turned away by Craig's guard at the door. She is furious and confronts Craig, but he tells her she is a spoiled brat and is not welcome at the party. Report for work at 7:00 tomorrow morning, he orders.
Carly sneaks out to use a pay phone to call Jack and tip him off that the microchip deal is going down tonight, but she cannot reach him.
Rose goes to Lily and Holden's and finds the costume Lily has rented for tonight. She contemplates "borrowing" it, when Luc surprises her and they have a conversation that shows they are very fond of one another. Rose leaves without the costume.
At the garage, Lily lets it slip that she and Holden have recently made love, but Simon continues to pressure her. She says goodbye to him in spite of his protests that he will always love her. Simon is frustrated when she leaves him, and snatches up the invitation to Craig's party and storms off.
Bryant arrives at the Munson's and has a conversation with Abigail. Abigail and Adam leave, and Bryant promises a scary surprise to Jennifer for Halloween.
Carly tries once again to reach Jack, and this time Craig sees her on the phone. He announces to her that it is "show time."
Jen and Bryant explore the old mill and spooky sounds begin to freak out Jennifer. Suddenly a "body" hurls down, scaring the teens. The "body" turns out to be Adam, who is hiding there with Abigail. Adam and Bryant begin to get confrontational, when suddenly Abigail sees a strange form and screams.
Craig begins the party with a welcome speech and cautions his guests about "Spirits walking....." The weather turns really nasty, with much thunder, and Carly is very nervous that there is no sign of Jack yet.
We're not alone, Adam tells a scared Jennifer. Emily finds the duplicate she made of Jake's house key. Holden exults when Lily tells him she asked Simon to leave town, but she insists it doesn't erase all their problems. Hal warns Jack he'll arrest Carly if she's at all involved in Craig's scheme. Julia tells Lisa and Barbara she's convinced she's pregnant and plans to tell Jack after the party.
Molly balks at the notion of going to the party with Jake after learning Emily has plans to be there. Adam finds a bloody shirt in the haunted house. Emily steals a photo of Vicky from Jake's photo album and manages to escape without being seen by Jake or Molly. Rose arrives at the party wearing a costume identical to Lily's.
When the door to the haunted house flies open suddenly, the four teens hurry to escape. Lucinda watches them leave from the bushes. Carly worries about how to let Jack know she's "one of the good guys." Holden determines to get Simon and bring him to the party after an anxious Lily becomes unnerved dancing with him--that way she can have everything she wants.
Lucinda reveals herself to Adam and Abigail, but Adam later finds signs of life coming from the house. A panicked Julia turns to Barbara for help after spotting David's lawyer at the party--if he shows Jack the photo of Julia and Winston their marriage is over. Emily dresses up identical to the photo of Vicky. Rose chases after Holden, catching up to him in the elevator, and pretends to be Lily as she apologizes.
Everyone who is anyone in Oakdale is attending Craig's party. Julia spots David's attorney and runs to Barbara who tells her to find Jack and get him home to tell him the good news that Julia may be pregnant. jack however is involved in a game of poker with Carly as the prize. When Julia gets Jack he tells her they are playing cards and they will leave when he is done. Carly finds Jack and Craig and tells Molly she needs to tell Jack that the microchip payoff is going to happen tonight but Molly seems a little reluctant however she later appears to give in. Later Winston's maid shows up to warn Carly to just do what Craig wants and not involve Jack.
Holden goes in and elevator with "Lily" only to find out it is Rose. He gets Rose out of the elevator only to go to the party to find Simon there. Simon tries to get Lily to choose him but after seeing Holden she doesn't say anything. Rose also shows up for a small confrontation between her and Lily. Holden decides when the ladies leave he will deck Simon.
Emily is getting ready to go to the party dressed up like Vicky to try to win Jack. Chris shows up to escort her and when Jack sees her he appears to be very mad. Emily mad sure that Chris knew they weren't on a date..he said he would tell her when they were. Denise showed up at the party with Isaac and mad sure that everyone knew they were just friends.
When Molly finally gets through to Jack that Carly's trying to help him, he gets his hands on the mysterious earrings but finds they are empty. Frustrated, Carly realizes that Craig set her up to test her loyalty but tries to assure Jack that she still wants to help him. Keeping an eye on Stiles for Julia, Barbara convinces Craig that the stranger is a potential menace to the party-goers. Just as Stiles is about to pull the envelope out of his coat pocket, Craig stops him and orders him out. Jake lays into Emily for her "stunt" and forces her to reveal that she dressed as Vicky because she was envious of the relationship he has with Molly. Jake later explains the situation to a surprised Molly who encourages him to forget about seeking revenge. Outraged to discover that Rose is dressed to look like her, Lily blasts her twin for her lies and deceit. Rose counters that she thinks Lily is a fool for not sticking with Simon since he's the only person who can tell them apart. Back at home with Holden, Lily mentions that it's sad that they continue to hurt each other even though they don't intend to. She then confesses that she has feelings for Simon. Trying to drink her problems away, Katie runs into Simon and suggests that they have fun together. Back at the garage, the two are interrupted by INS agents. Chris finds the photo of Vicky Emily stole from Jake's place and confronts her. She denies doing anything wrong. Julia reveals to Jack that she thinks she's pregnant. Molly screams when she sees a vision of Vicky.