Hundreds of police officers were out along Franklin Street, some fake ones showed up this year too.
"I'm a Chapel Hill cop. This is our standard issue, been on the force about 3 years now," one partygoer said when describing his costume.
Lots of costumes were on display this year from fast food favorites, to rock stars like Courtney Love and many celebrities.
Authorities hoped again this year for a scaled-back celebration, pushing for what they've called a "Hometown Halloween" telling people from out of town to stay away.
Officials say about 35,000 people showed up.
There was little to no parking downtown, and there were no shuttle or park-and-ride buses running. Many streets were closed or at least restricted to one lane.
There were about 300 officers at the festivities from several different agencies trying to keep the peace.
Police ended the party around 11:30 a.m. as town crews moved in to clean the streets. Authorities re-opened the area and the side entrances to vehicles once they were able to move everyone off Franklin Street.