See Her Costume

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Heidi Klum 's famed festival of frights rung in its 23rd year Thursday with outlandish costumes, celebrity guests and candy-flavored cocktails. A who's who of stars walked the black carpet at the Hard Rock Hotel in the heart of Times Square, from Barney (the real one) to "Grease" characters Sandy and Danny ( Kelsea Ballerini and Chase Stokes in a couples' costume.)

The big reveal came later when Klum herself emerged through the backdrop behind the carpet with her husband Tom Kaulitz . The pair were side-by-side in a sunken ditch of leaves, dressed as figures from an iconic, not-so-scary extra-terrestrial film.

Klum was dressed as E.T. — well, one version of E.T. Her husband was the original character while she seemed to be E.T. in the scene where he dons a blonde wig. Mr. and Mrs. E.T., if you will.

"People want to be cool, but I feel like the cool factor then goes and everyone has more fun when you're dressed up," Klum told USA TODAY earlier this week of her approach to costumes .

Sure enough, the model's getup ditched any sign of runway glam. In its place was a gigantic alien head so lifelike its eyes twitched and mouth moved. Klum and Kaulitz's real faces were buried somewhere in the necks of the costumes, but they managed a smooch or two as cameras flashed.

Inside the party, candelabras provided muted lighting and spiderwebs stretched up the staircase separating the space's bar and dancefloor, both decked out in Gothic style for the occasion.

Partygoers in stilt-like heels and technicolor wings mingled as DJ Questlove spun pop classics, the walls shaking with bass from Gwen Stefani and Lizzo anthems, and at a corner booth Bethenny Frankel , clad in a Wonder Woman suit, twisted to the beat with one foot on the table.

The drink of the evening was a Butterfinger-tini, a Halloween candy -inspired cocktail with crunchy nougat in place of salt on the rim. "You don't taste so much the alcohol," Klum said of the drink. "Anything that can be disguised in terms of alcohol I'm down."