On Halloween, the Gargoyles go out into public while Xanatos proposes to Fox, giving her the Eye of Odin as a wedding gift. The gift's magical properties come to light during the full moon, and she becomes a werewolf-like creature that threatens both Xanatos and the general population. Goliath is forced to help Xanatos and realizes that even he is capable of true love.
During a dinner between him and Fox, Xanatos presents her with the Eye of Odin as an engagement gift in the hopes she would marry him. She accepts.
Some time later, on October 30th, Elisa is picking up her Halloween costume from the costume store when she responds to a break-in at a nearby supermarket, finding herself face-to-face with some sort of werewolf-like creature before it flees the scene.
Back at the Eyrie Building, Fox soon enters, wearing nothing but the Eye and a trenchcoat. When Xanatos tries to talk to her, the Eye of Odin suddenly activates, and Xanatos watches horrified as Fox is transformed by the Eye's power into the same werewolf-like creature that Elisa encountered, shredding the trenchcoat she was wearing in the process, before escaping after Xanatos and Owen tried to subdue her with tranquilizers, one of them having planted a tracking beacon on her.
Dawning his Steel Clan exo-suit, Xanatos follows Fox to a meat-packing warehouse, only to be brutally attacked by her, damaging his suit, before the arrival of Goliath and Elisa forces Fox to escape after an attempt to remove the Eye of Odin from her fails as the Eye discharges so much energy that it knocks whoever tried to remove it away. Returning to the Eyrie Building, Xanatos decides to call on the Manhattan Clan for assistance, only to be confronted shortly thereafter by Goliath and Elisa. Xanatos attempts to talk Goliath into helping him by mentioning how much he loves Fox and knows Goliath may still carry some love for Demona, but Elisa convinces Goliath it's just another trick, and that Xanatos will simply move on to another plan if it doesn't work. Believing her, Goliath takes Elisa and leaves. Owen reveals that because of the Eye, Fox won't survive much longer, as it is practically killing her, and there's not enough time to repair the damage that Xanatos' Steel Clan exo-suit sustained from the earlier battle. It seems that Xanatos may still need Goliath's help after all.
Next night is Halloween, October 31st, and the Trio are enjoying being able to go out in public, as many of the party-goers believe them to be humans wearing two types of costumes and not real Gargoyles. Goliath is there as well with Elisa, who's costume is that of Belle's ballgown, allowing the two to share a romantic dance together as the Trio looks on. However, when Goliath and Elisa step away from the festivities, another party-goer dressed as a werewolf causes Goliath to tackle him, thinking he was Fox, which convinces Goliath to think he should help Xanatos after all, despite Elisa's misgivings about him. Xanatos then appears, revealing he planted one of his trackers on Goliath, and is glad he is willing to help, even if Elisa is still wary of his intentions. Soon enough, Fox begins to cause trouble at the street party, and Elisa, Goliath, and Xanatos go to find her. However, when Elisa attempts to shoot Fox, Xanatos makes it clear he wants Fox alive as he crushes Elisa's sidearm in his Steel Clan claws before returning it to her. As Goliath and Fox then head for the rooftop of another building, Elisa hitches a ride up with Xanatos, revealing he was wearing the exo-skeleton of his Steel Clan exo-suit while the main suit was being mended.
Once on the roof, Xanatos attempts to reach Fox inside her were-fox body, but when Fox mistakes Elisa for her, she attempts to attack Elisa, only to be tackled by Goliath, pinning her to an electric sign long enough for Xanatos to manage to remove the Eye of Odin from her. Without the Eye's power, Fox reverts back to her human appearance, completely exhausted and drained, and Elisa uses the lower part of her costume to act as a blanket for Fox to keep her warm as Owen arrives with Xanatos' personal helicopter to take him and Fox back to the Eyrie Building.
Xanatos thanks Goliath for his help, but worries that Goliath now knows his weakness: love. Goliath assures him that only Xanatos would regard love as a weakness, leaving the two enemies to part on somewhat amicable terms. Fox and Xanatos exchange some words before getting into the helicopter, as Owen looks on with a warm smile.
- Keith David as Goliath
- Salli Richardson as Elisa Maza
- Jonathan Frakes as David Xanatos
- Laura San Giacomo as Fox Xanatos
- Thom Adcox-Hernandez as Lexington
- Jeff Bennett as Brooklyn, Owen Burnett
- Bill Fagerbakke as Broadway
- Charles Hallahan as Travis Marshall
- Ian Ziering as Man in Werewolf Costume
- Elisa wears Belle's dress from Beauty and the Beast in this episode.
- This starts a theme of her dressing up as Disney Princesses.
- Brooklyn, Broadway, and Lexington are revealed to be aware of Goliath and Elisa's romantic feelings for each other.