Sam and Dean argue with Castiel about the plan, but there's no stopping the angels from laying waste to the town.  Dean (Jensen Ackles) tells Uriel that they'll have to destroy him if they want to kill everyone else, which he knows they can't do.  Cas agrees to give the boys some time to stop the witch, so their first order of business is to head to the school.  They think the teacher used the kiln in his classroom to char the baby's bone found in the hex bag, and it turns out they're right.  Sam is surprised that the angels are so bad-ass and scary, but Dean assures him that there could be nicer, fluffier angels out there somewhere.

Uriel thinks humans are worthless mud-monkeys that are nothing more than "plumbing on two legs."  He wants to drag Dean out of town and blow the place to smithereens, but Castiel reminds him to remember their true orders.  Meanwhile, the crazy teacher nearly succeeds in making Tracy the next blood sacrifice.  The boys save her by plugging the man full of bullets, but they soon discover that Tracy is really the evil witch. The teacher was her brother, and though he thought it'd be fun to make her the blood sacrifice, she has other plans.  Tracy scoops up her sibling's blood and starts chanting, which soon raises demon smoke from the ground that possesses her dead brother.  There goes another of the 66 seals.  Samhain breaks Tracy's neck, but Sam and Dean fool him by covering themselves in blood and playing dead.

Samhain is on the prowl and ready to raise some dark forces, so the Winchesters head to the cemetery to stop him.  Sam thinks he might have to use his psychic mojo to stop the demon, but Dean is obviously against it.  He thinks Ruby's knife should get the job done.  For Mr. Halloween's first trick, he arrives at the graveyard, locks some teens in a mausoleum, then brings all the dead people inside back to life.  Dean shows up just as the blood starts flowing, and soon he's going up against a horde of good old-fashioned zombies.  Meanwhile, Sam gets in a brutal fist fight with Samhain, who soon discovers that Sammy is immune to his demonic white light.  Sam eventually decides to stop the evil jackass with his mental powers, which takes a lot out of him, causing his nose to bleed.  Dean sees the entire thing, and is once again scared for his brother.

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