At the Halloween party, Carlton's date is unmasked.
However, Will finds a date, a waitress named Cindy. Carlton thinks he still won the bet, but then security guards arrive and reveal Melinda to be bank thief. Since Carlton has lost his date, Will wins the bet.
Some trick-or-treaters come by and Will tells the scary story of "The Beast of Bel-Air", pointing at Carlton as he walks into the room with a robe on, which scares the kids out of the house.
- Will Smith as Will Smith
- James Avery as Philip Banks
- Janet Hubert as Vivian Banks
- Alfonso Ribeiro as Carlton Banks
- Karyn Parsons as Hilary Banks
- Tatyana Ali as Ashley Banks
- Joseph Marcell as Geoffrey Butler
- Tyler Collins as Cindy
- Heavy D. as Heavy D.
- Kadeem Hardison as Kadeem Hardison
- Bo Jackson as Bo Jackson
- Quincy Jones as Quincy Jones
- Al B. Sure! as Al B. Sure!
- Malcolm-Jamal Warner as Malcolm-Jamal Warner
- Paris Vaughan as Melinda
- Tim Russ as Eugene
- DeEdyre D. Burks as Nina
- Gina Ravarra as Cheryl
- Samm-Art Williams as Thug
- Anastasia N. Ali as Trick or Treater
- The episode title is a reference to "Someday My Prince Will Come", a song from the 1937 animated Disney film Snow White and the Seven Dwarfs. The song can be heard when Will is dancing with Cindy and the plot beginning with Cindy's arrival to the party is reminiscent of the film Cinderella.
- The little girl in a rat costume is portrayed by Anastasia N. Ali, the younger sister of Tatyana Ali. She also portrayed Bashley in the 100th episode "What's Will Got to Do with It? (Part 1)".
- Malcolm-Jamal Warner, who plays himself in this episode, also portrayed Eric Sanders in the season 2 episode "Cased Up".
Will: Come to the party with me.
Carlton: No, come to the party with me.
Melinda: Guys, guys, listen, you have both made such good cases for yourself it makes it even harder to choose. So, I'm going to have to go with basic raw, physical attraction. What time should I be there, Carlton?
Geoffrey: Master William, there were three phone messages for you. From a Miss Karen, a Miss Judy, and a Miss Trisha.
Will: What did they say?
Geoffrey: "How desperate do you think I am?", "Not on your life." And, "Ha ha ha ha ha... ha."
Will: Carlton. White face and lipstick. Boy, you're living out all your fantasies tonight, huh?
Cindy: Will, may I have this dance?
Will: Yeah, baby. Your prince is in effect. Where do you live?
Cindy: I live with my stepmother and her two daughters... in Encino.
Will: So, do you work every night?
Cindy: Yeah. I have to stay at the cafe and wait for everyone to leave, and sweep up.
Will: Where'd you get this fly costume at?
Cindy: Well, I was sweeping up, and an old lady came in and she... It's a long story. [clock strikes midnight] Oh, no. I didn't know it was so late. I've got to go.
Will: Cindy, wait!
Cindy: [dropping her slipper] I'm sorry, Will.
Will: Her slipper. Could it be? I've been touched by magic.
Cindy: Oh, my God. I can't believe I dropped my shoe. Maybe I should try some of those insole thingies. Listen, here's my number. Call me tomorrow.
Ashley: I can't believe Carlton went to sleep. Why couldn't he help us clean up?
Will: If you found out the only person in the world that would go out with you was mentally deranged, you'd go to bed early, too.