In a bar just a few steps off State street is where Wanda Baker and her friends spent Wednesday night.
And that's as close as they'll be on Saturday, when the area is fenced off for thousands of partiers.
"I'm not going to pay five dollars to get onto a public street," said Baker, a UW senior.
In case you haven't heard, State Street and the massive, annual Halloween celebration will have a five-dollar cover charge this year.
And for that reason, Baker says she's not going and neither are her friends.
City officials say part of the reason for the cover charge is keeping numbers down and the situation more manageable.
And Baker says, with what she's been hearing, it might work.
"There's a ton of house parties planned," said Baker, "they're going to keep out-of-staters out, because they're not going to plan ahead to buy a ticket. It's working, people aren't gonna go."
So far, rougly 8,100 tickets have been sold in advance ... typically, the Halloween crowd on State Street pushes close to 100,000.
But Madison Parks spokesperson Laura Whitmore says they're expecting the ticket number to balloon in the next few days.
"We did expect that the vast majority of tickets would be sold on Saturday and we made accomodations for that by having four ticket booths available," said Whitmore.
Whitmore says it's true that smaller crowds help when it comes to safety.
But she also says any number of people can cause a problem.
And for that reason, they're prepared for a safe night, no matter how many pay to get in.
"We want people to come and have a really safe and fun Halloween," said Whitmore. "That's the goal, is that it be a safe Halloween."