Phish began their 1994 fall tour in Pennsylvania and throughout October proceeded through the South and East, culminating with the Halloween celebration in Glens Falls, New York. At the opening show in Bethlehem, Pennsylvania on October 7th, the band debuted Guyute and donned acoustic instruments (Fish sported the "female" washboard) for their reworking of the classic Boston tunes Foreplay and Long Time.

They were joined by a number of special guests at shows during the month including Michael Ray and Carl "Gears" Gerhard on trumpets at New Orleans on the 14th. On the 15th in Pelham, Alabama, Dave Matthews Band opened for Phish and during the encore joined the band for Phish’s first and only performance of The Maker (by Daniel Lanois).

Bela Fleck joined Phish on banjo at the Nashville show on the 18th for songs including the short-lived cover Beaumont Rag and a spirited Llama. The next show, in St. Petersburg, Florida on October 20th, featured Phish’s debut of the Stevie Wonder classic Golden Lady.

Following a free concert in Gainesville on October 23rd, the band moved on through the South. The last show before Halloween, in Spartanburg, South Carolina on October 29th, featured the Phish original Buffalo Bill, marking their only repeat performance of the song since its live debut in November 1992.

From Spartanburg, Phish traveled north for the sold-out October 31st (Halloween) show at the Glens Falls Civic Center in Glens Falls, New York. This show revived Phish’s custom of playing on Halloween, and marked the beginning of a new tradition: the Halloween "musical costume". Their costume for 1994 was The Beatles’ White Album., played in its entirety during the second set of the three-set marathon show.

The rendition included a special birthday tribute to road manager Brad Sands complete with cake and candles, appropriately injected into the song Birthday.
The White Album performance ended amidst a barrage of bubbles and Fish’s exuberant nudity during the song Revolution 9.

The Halloween show was capped by a costume contest, featuring fans’ favorite Phish-song costumes depicting Mound, Lawn Boy, Tela, Rutherford the Brave, Fluffhead and others. Mound was the winner. The concert ended after 2:00 am, making this the latest show in recent Phish history.