1
00:00:01,080 --> 00:00:02,960
[blowing]

2
00:00:07,040 --> 00:00:09,960
- Where were you? 
 - It's OK, Frank.

3
00:00:09,960 --> 00:00:11,520
We're waiting for you.

4
00:00:11,520 --> 00:00:13,600
We were supposed to 
 come together.

5
00:00:13,600 --> 00:00:15,560
Oh, yeah. 
 I forgot. Sorry.

6
00:00:15,560 --> 00:00:17,520
Forgot? Great. 
 You know, thanks a lot!

7
00:00:17,520 --> 00:00:19,560
Be careful with that. 
 It's my father's.

8
00:00:19,560 --> 00:00:22,120
I ought to make you eat this!

9
00:00:22,120 --> 00:00:24,520
- What's the big deal? 
 - Well, you see--

10
00:00:24,520 --> 00:00:26,840
All right. Just forget it.

11
00:00:26,840 --> 00:00:30,640
- Poor Frankie lost his flashlight. 
 - Let it go, Eric.

12
00:00:30,640 --> 00:00:35,080
- And what? 
 - And he's afraid of the dark.

13
00:00:35,360 --> 00:00:38,760
- What? 
 - Not Mr. Tough Stuff.

14
00:00:38,760 --> 00:00:40,680
It's OK.

15
00:00:40,680 --> 00:00:42,920
I get scared in the dark
sometimes, too.

16
00:00:42,920 --> 00:00:45,080
I'm not afraid of the dark!

17
00:00:45,080 --> 00:00:46,440
I just wasn't sure

18
00:00:46,440 --> 00:00:48,560
I could find the clearing 
 without a flashlight.

19
00:00:48,560 --> 00:00:51,120
- You're gonna pay for this, man! 
 - Don't kill him yet.

20
00:00:51,120 --> 00:00:55,080
- He's telling the story tonight. 
 - Yeah, and it's a good one.

21
00:00:55,080 --> 00:00:57,560
There's a little boy in it 
 who's afraid of the dark.

22
00:00:57,560 --> 00:00:59,280
You're dead meat.

23
00:00:59,280 --> 00:01:01,000
Sit down, Frank. 
 Don't be strange.

24
00:01:01,000 --> 00:01:04,040
- No. I'll stand. 
 - Just tell the story.

25
00:01:05,440 --> 00:01:07,040
Well, everyone knows

26
00:01:07,040 --> 00:01:10,480
that there's nothing in 
 the dark that can hurt you...

27
00:01:10,480 --> 00:01:12,400
most of the time.

28
00:01:13,840 --> 00:01:17,960
Submitted for the approval 
 of the Midnight Society...

29
00:01:17,960 --> 00:01:21,680
I call this story...

30
00:01:21,680 --> 00:01:23,520
[fire hisses]

31
00:01:30,440 --> 00:01:32,680
[Eric] 
 Andy Carr wasn't doing so hot.

32
00:01:32,680 --> 00:01:35,960
His folks got divorced, and 
 his mom wasn't making much money.

33
00:01:35,960 --> 00:01:38,000
He tried to help her 
 as beat he could,

34
00:01:38,000 --> 00:01:39,960
like with his paper route.

35
00:01:39,960 --> 00:01:42,400
It gave him money 
 to buy lunch at school.

36
00:01:42,400 --> 00:01:44,600
Things were pretty tough.

37
00:01:46,160 --> 00:01:49,160
Then, one day, it looked like 
 his luck changed.

38
00:01:49,160 --> 00:01:52,480
His mom inherited 
 a big old house

39
00:01:52,480 --> 00:01:55,160
from some uncle 
 she could hardly remember--

40
00:01:55,160 --> 00:01:57,520
Just like that.
Didn't cost her a dime.

41
00:01:57,520 --> 00:02:01,000
It was kind of old but a lot 
 better than the puny apartment

42
00:02:01,000 --> 00:02:02,960
they lived in.

43
00:02:02,960 --> 00:02:06,560
It really looked like 
 the Carrs' luck was changing,

44
00:02:06,560 --> 00:02:08,920
except there are 
 two kinds of luck,

45
00:02:08,920 --> 00:02:12,400
and you don't always get 
 the kind you want.

46
00:02:13,360 --> 00:02:14,360
Aah!

47
00:02:18,320 --> 00:02:19,720
Hey!

48
00:02:21,480 --> 00:02:24,320
You mess with me, kid, 
 and I'll deck you.

49
00:02:24,320 --> 00:02:25,800
What?

50
00:02:25,800 --> 00:02:28,040
Everybody was glad when 
 your nut-bag uncle kicked.

51
00:02:28,040 --> 00:02:31,120
- Then you had to show up. 
 - I never even met the guy!

52
00:02:31,120 --> 00:02:33,240
You're his family. 
 It's the same thing.

53
00:02:33,240 --> 00:02:35,640
If you get in my face 
 again, you're history.

54
00:02:35,640 --> 00:02:38,240
- Who are you? 
 - I'm your new neighbor.

55
00:02:38,240 --> 00:02:41,080
Welcome to the neighborhood.

56
00:02:45,080 --> 00:02:47,360
[video game beeping]

57
00:02:47,360 --> 00:02:51,000
Oh, I hate these things. 
 They're so stupid.

58
00:02:51,000 --> 00:02:53,880
- Mom? 
 - Yeah?

59
00:02:53,880 --> 00:02:57,480
- What was Uncle Niles like? 
 - I don't remember.

60
00:02:57,480 --> 00:03:00,520
Last time I saw him, 
 I was Christina's age.

61
00:03:00,520 --> 00:03:03,280
This is useless. 
 Do me a favor.

62
00:03:03,280 --> 00:03:05,440
Go down in the basement 
 and see if he had a ladder.

63
00:03:05,440 --> 00:03:06,640
The basement?

64
00:03:06,640 --> 00:03:09,520
Yeah. There's a bunch 
 of junk down there.

65
00:03:09,520 --> 00:03:11,320
Uhh... I don't know.

66
00:03:11,320 --> 00:03:14,440
What's the matter, Andy? 
 Afraid of the dark?

67
00:03:14,440 --> 00:03:17,000
No, I'm not afraid of the dark.

68
00:03:18,400 --> 00:03:22,360
Be careful down there. 
 It's a real mess.

69
00:05:04,560 --> 00:05:07,360
Hey, somebody 
 at the wall switch up there,

70
00:05:07,360 --> 00:05:09,240
I need some power.

71
00:05:09,240 --> 00:05:11,920
[Christina] 
 Do it yourself.

72
00:05:17,080 --> 00:05:20,120
- [static] 
 - How's that?

73
00:05:20,120 --> 00:05:23,760
- Good. Thanks. 
 - [tuning stations]

74
00:05:32,400 --> 00:05:35,320
[lively music playing]

75
00:05:36,800 --> 00:05:38,400
[door rattling]

76
00:05:38,400 --> 00:05:40,360
[music stops]

77
00:05:41,400 --> 00:05:44,280
[tuning stations]

78
00:05:44,280 --> 00:05:48,200
- [creaking] 
 - I heard that.

79
00:05:51,760 --> 00:05:53,440
[sigh]

80
00:05:53,440 --> 00:05:55,240
[tuning stations]

81
00:05:55,240 --> 00:05:59,440
- [rock and roll playing] 
 - Yeah.

82
00:06:00,920 --> 00:06:03,040
Who's there?

83
00:06:09,920 --> 00:06:11,720
Hello, Andy.

84
00:06:12,480 --> 00:06:15,080
- Come on in. 
 - Aah!

85
00:06:15,080 --> 00:06:17,920
- [crash] 
 - Aah! Mom!

86
00:06:20,720 --> 00:06:22,800
Ooh. 
 Bogeyman in the basement.

87
00:06:22,800 --> 00:06:24,080
I love it.

88
00:06:24,080 --> 00:06:27,240
Uncle Niles may be dead, 
 but he's not forgotten.

89
00:06:27,240 --> 00:06:29,800
- Ooh! 
 - Yeah!

90
00:06:29,800 --> 00:06:32,440
You OK, Frank?

91
00:06:32,440 --> 00:06:34,200
Frank?

92
00:06:34,200 --> 00:06:38,600
- Where'd he go? 
 - I didn't see him leave.

93
00:06:38,600 --> 00:06:40,920
He couldn't take it. 
 I told you he was chicken.

94
00:06:40,920 --> 00:06:43,560
Keep going. 
 He'll come back.

95
00:06:43,560 --> 00:06:47,160
So, anyway, Andy freaked 
 and ran up to get his mom,

96
00:06:47,160 --> 00:06:49,880
and his worst nightmares 
 were coming true.

97
00:06:49,880 --> 00:06:52,280
[Andy] It was in there! 
 It talked to me!

98
00:06:52,280 --> 00:06:54,240
It said, "Come in, 
 and I'll suck your blood,"

99
00:06:54,240 --> 00:06:56,800
- or something like that. 
 - Get lost!

100
00:06:56,800 --> 00:06:58,960
Get back upstairs... now!

101
00:06:58,960 --> 00:07:00,320
Uhh!

102
00:07:01,800 --> 00:07:05,200
It... it was probably 
 a rat or something.

103
00:07:05,200 --> 00:07:07,800
- Rats don't talk. 
 - Good.

104
00:07:07,800 --> 00:07:09,480
I hate rats.

105
00:07:14,000 --> 00:07:15,640
Andy...

106
00:07:16,920 --> 00:07:19,040
Honey, come over here.

107
00:07:22,400 --> 00:07:25,560
It's the root cellar. 
 Ha ha ha!

108
00:07:25,560 --> 00:07:28,960
I swear, Mom. 
 There was something in here!

109
00:07:28,960 --> 00:07:33,360
Well, maybe it was a rat... 
 or the leaky old plumbing.

110
00:07:33,360 --> 00:07:36,480
This house is falling apart.

111
00:07:39,560 --> 00:07:41,680
What's this?

112
00:07:41,680 --> 00:07:44,760
Oh, I was playing 
 with the old radio and...

113
00:07:44,760 --> 00:07:46,760
Well, there's your bogeyman.

114
00:07:46,760 --> 00:07:49,720
Must have been something 
 on the radio.

115
00:07:49,720 --> 00:07:52,240
- [sigh] 
 - I don't know.

116
00:07:52,240 --> 00:07:57,000
Oh, honey, I know it's been tough, 
 but I really need you

117
00:07:57,000 --> 00:07:59,640
to be strong for me right now, OK?

118
00:07:59,640 --> 00:08:02,280
- OK. 
 - Yuck! That's my guy.

119
00:08:02,280 --> 00:08:06,440
Let's get something to eat 
 before Christina gets it all.

120
00:08:23,280 --> 00:08:26,360
And don't give me no lip!

121
00:08:27,720 --> 00:08:30,400
You want an allowance, 
 you earn it!

122
00:08:30,400 --> 00:08:32,560
Yeah, yeah.

123
00:08:56,360 --> 00:08:58,680
Oh, man. 
 You're gonna die.

124
00:09:08,280 --> 00:09:11,400
Man. Oh, man.

125
00:09:15,320 --> 00:09:16,760
You're mine!

126
00:09:23,520 --> 00:09:26,400
- I got you! 
 - [rattling]

127
00:09:26,400 --> 00:09:31,160
I'm gonna get you, man! 
 You can't stay in there forever!

128
00:09:31,160 --> 00:09:32,160
Uhh!

129
00:10:00,040 --> 00:10:01,880
I got to be strong.

130
00:10:19,280 --> 00:10:22,000
Boo! 
 What's the matter?

131
00:10:22,000 --> 00:10:23,920
I thought you weren't 
 afraid of the dark.

132
00:10:23,920 --> 00:10:26,160
What are you doing down here?

133
00:10:26,160 --> 00:10:28,080
Playing.
Boy, you're such a wuss.

134
00:10:28,080 --> 00:10:30,360
Don't come down here 
 alone anymore.

135
00:10:30,360 --> 00:10:32,520
Yeah. 
 The bogeyman might get me.

136
00:10:35,120 --> 00:10:37,440
[video game beeping]

137
00:10:39,040 --> 00:10:42,480
And now... the fireplace.

138
00:10:47,000 --> 00:10:50,200
- Mom? 
 - Yeah?

139
00:10:50,200 --> 00:10:53,320
Who was Uncle Niles? 
 Like, what did he do?

140
00:10:53,320 --> 00:10:55,400
Oh, he was a stranger guy.

141
00:10:55,400 --> 00:10:59,280
He never left the house 
 but somehow got filthy rich.

142
00:10:59,280 --> 00:11:02,160
Nobody knows where 
 the money came from.

143
00:11:02,160 --> 00:11:05,560
From what I hear, the neighbors 
 didn't like him too much.

144
00:11:05,560 --> 00:11:07,320
They thought he was 
 kind of looney.

145
00:11:07,320 --> 00:11:11,520
- How did he die? 
 - He was old and just stopped living.

146
00:11:11,520 --> 00:11:15,000
They found him in the basement 
 at the bot--

147
00:11:15,000 --> 00:11:18,120
Ha ha ha. 
 Let's chance the subject.

148
00:11:18,120 --> 00:11:22,000
Chris, go down and put the 
 clothes in the laundry for me, OK?

149
00:11:22,000 --> 00:11:27,120
- [video game beeping] 
 - Christina.

150
00:11:27,120 --> 00:11:30,080
- Mom! I'm busy. 
 - [sigh]

151
00:11:30,840 --> 00:11:34,960
- Oh, Mom. 
 - I'm filthy.

152
00:11:36,240 --> 00:11:38,080
Please.

153
00:11:42,240 --> 00:11:45,560
Remember, there's 
 nothing down there.

154
00:11:45,560 --> 00:11:47,800
[rock and roll playing]

155
00:12:23,840 --> 00:12:26,720
[creaking]

156
00:12:36,240 --> 00:12:40,040
Hi, Andy. 
 Won't you come play with me?

157
00:12:40,040 --> 00:12:43,560
We can have lots of fun.

158
00:12:43,560 --> 00:12:45,880
Just come with me.

159
00:12:54,600 --> 00:12:56,440
Andy?

160
00:12:57,120 --> 00:12:59,040
[Mrs. Carr] 
 Everything OK?

161
00:12:59,040 --> 00:13:01,560
Hurry. Please hurry.

162
00:13:01,560 --> 00:13:03,880
Hey, you.

163
00:13:03,880 --> 00:13:06,840
What are you doing?

164
00:13:06,840 --> 00:13:10,160
- [music stops] 
 - Aah!

165
00:13:11,560 --> 00:13:14,600
Andy? 
 [echoing] Andy...

166
00:13:16,720 --> 00:13:19,480
- What? 
 - Are you OK?

167
00:13:19,480 --> 00:13:21,040
Yeah. Sure.

168
00:13:21,040 --> 00:13:22,920
[Eric] 
 Andy was, like, hypnotized.

169
00:13:22,920 --> 00:13:26,000
He didn't remember 
 anything that happened,

170
00:13:26,000 --> 00:13:28,520
which means 
 he didn't know enough

171
00:13:28,520 --> 00:13:32,360
to never go down 
 in the basement again.

172
00:13:40,120 --> 00:13:42,000
[unlocks door]

173
00:13:48,800 --> 00:13:51,200
"Hi, honey. 
 I'll be at the store till 5:00.

174
00:13:51,200 --> 00:13:55,640
"Do me a favor and throw 
 these traps in the wash."

175
00:13:56,720 --> 00:13:59,000
[guitar music playing]

176
00:14:38,000 --> 00:14:38,960
[static]

177
00:14:40,640 --> 00:14:44,040
[carnival music playing]

178
00:14:47,120 --> 00:14:48,920
[tuning stations]

179
00:14:55,440 --> 00:14:57,680
[creaking]

180
00:15:06,040 --> 00:15:08,080
[carnival barker] 
 Hurry! Hurry! Hurry!

181
00:15:08,080 --> 00:15:11,080
Step right up 
 for the time of your life.

182
00:15:11,080 --> 00:15:14,280
We've got games. 
 We've got rides.

183
00:15:14,280 --> 00:15:17,120
We've got prizes 
 like you've never seen.

184
00:15:17,120 --> 00:15:18,920
That's right, son. 
 Don't delay.

185
00:15:18,920 --> 00:15:21,920
We've got all kinds 
 of surprises in here.

186
00:15:21,920 --> 00:15:24,160
[carnival music continues]

187
00:15:30,520 --> 00:15:34,680
Oh, don't stop now, son. 
 You're almost...

188
00:15:34,680 --> 00:15:36,840
- here! 
 - No!

189
00:15:36,840 --> 00:15:41,080
What's the matter, Andy? 
 Don't you want to have some fun?

190
00:15:41,080 --> 00:15:42,520
Ha ha ha ha!

191
00:15:45,040 --> 00:15:47,320
Oh, yeah!

192
00:15:47,320 --> 00:15:52,680
This is going to be some show! 
 Ha ha ha ha!

193
00:15:52,680 --> 00:15:56,400
Ha ha ha ha!

194
00:16:01,000 --> 00:16:03,440
[silence]

195
00:16:17,480 --> 00:16:18,960
Music!

196
00:16:18,960 --> 00:16:21,800
It's music!

197
00:16:28,680 --> 00:16:31,720
[music playing]

198
00:16:31,720 --> 00:16:33,440
[turns music off]

199
00:16:34,280 --> 00:16:36,200
[music playing]

200
00:16:42,800 --> 00:16:46,000
- I got to tell Mom! 
 - [turns music off]

201
00:16:54,960 --> 00:16:58,200
Nice day for a ride, isn't it?

202
00:16:58,200 --> 00:17:01,000
Stop! 
 I've got to go find my mom.

203
00:17:01,000 --> 00:17:03,640
Your mom's not going to 
 help you now, kid.

204
00:17:03,640 --> 00:17:05,680
Uh! Oh!

205
00:17:05,680 --> 00:17:07,240
Get used to it, kid.

206
00:17:07,240 --> 00:17:10,160
I'm going to beat on you 
 for the rest of your life.

207
00:17:10,480 --> 00:17:13,080
[truck horn honks]

208
00:17:13,320 --> 00:17:14,800
Don't!

209
00:17:17,920 --> 00:17:21,200
- Don't! 
 - [honks horn]

210
00:17:27,040 --> 00:17:30,400
Now you've got to deliver 
 your stupid papers by foot,

211
00:17:30,400 --> 00:17:33,640
and you'll never get away from me.

212
00:18:28,760 --> 00:18:31,120
Howdy, neighbor.

213
00:18:36,560 --> 00:18:38,560
When you're done, 
 come over and clean my house.

214
00:18:38,560 --> 00:18:41,720
- You make a good maid.
- You're dead!

215
00:18:48,520 --> 00:18:50,800
Kid, you are toast.

216
00:18:56,800 --> 00:19:00,680
Hey! 
 Hey, let me out!

217
00:19:00,680 --> 00:19:02,440
Let me out, you little freak!

218
00:19:02,440 --> 00:19:05,080
Let me out! 
 I'm gonna kill you!

219
00:19:09,320 --> 00:19:11,560
You're gonna die!

220
00:19:14,080 --> 00:19:16,760
- [knocking] 
 - What's the matter, Koda?

221
00:19:16,760 --> 00:19:19,040
You're not afraid 
 of the dark, are you?

222
00:19:19,040 --> 00:19:21,680
I'm gonna kick your butt, 
 Carr! I swear!

223
00:19:21,680 --> 00:19:23,120
I don't know.

224
00:19:23,120 --> 00:19:26,640
I think your butt-kicking 
 days are over.

225
00:19:27,800 --> 00:19:29,360
[heavy metal music 
 playing loudly]

226
00:19:29,360 --> 00:19:31,400
Aah! Oh!

227
00:19:31,400 --> 00:19:35,080
- Aah! 
 - [music continues]

228
00:19:50,640 --> 00:19:51,720
Aah! Aah!

229
00:19:58,240 --> 00:19:59,480
[music stops]

230
00:19:59,480 --> 00:20:01,680
Koda?

231
00:20:03,600 --> 00:20:05,000
[door creaks]

232
00:20:08,760 --> 00:20:10,640
Had enough?

233
00:20:11,600 --> 00:20:15,400
You mess with me,
I'll do this to you again.

234
00:20:41,320 --> 00:20:44,280
[guitar music playing]

235
00:20:55,960 --> 00:20:59,040
[deep voice] 
 It's yours, Andy.

236
00:20:59,040 --> 00:21:04,720
I'll give you anything you want, 
 just like I did for your uncle.

237
00:21:04,720 --> 00:21:08,760
- Who are you? 
 - [deep voice] Anything you want.

238
00:21:08,760 --> 00:21:12,240
You only have to do one thing.

239
00:21:12,240 --> 00:21:14,440
What's that?

240
00:21:14,440 --> 00:21:16,640
Feed me. Feed me.

241
00:21:17,600 --> 00:21:20,880
[Christina] 
 Andy, I'm home.

242
00:21:23,400 --> 00:21:27,080
Mom says you have to 
 make me dinner,

243
00:21:27,080 --> 00:21:30,400
and it better be good, 
 or you're gonna get it.

244
00:21:30,400 --> 00:21:33,520
[deep voice laughing]

245
00:21:39,800 --> 00:21:43,480
He didn't feed his own sister 
 to the thing, did he?

246
00:21:43,480 --> 00:21:46,360
No, but he made sure that
she didn't bother him anymore.

247
00:21:46,360 --> 00:21:47,560
Cool.

248
00:21:47,560 --> 00:21:50,800
I'd have done it. 
 The little brat deserved it.

249
00:21:50,800 --> 00:21:52,600
Great story, Eric.

250
00:21:53,400 --> 00:21:56,520
Well, it's getting late. 
 We got to go.

251
00:21:59,760 --> 00:22:03,680
I declare this meeting 
 of the Midnight Society closed.

252
00:22:08,920 --> 00:22:10,720
Hey, where's Frank 
 with my father's flashlight?

253
00:22:10,720 --> 00:22:12,560
I got to take that thing home.

254
00:22:12,560 --> 00:22:14,440
So wait for him. 
 He'll be back.

255
00:22:14,440 --> 00:22:16,120
Wait? Here? Alone?

256
00:22:16,120 --> 00:22:19,200
Why can't you 
 wait with me, Kristen?

257
00:22:19,200 --> 00:22:22,800
What's the matter, Eric? 
 Afraid of the dark?

258
00:22:22,800 --> 00:22:25,160
Hey, no problem. 
 I'll wait.

259
00:22:33,200 --> 00:22:36,320
I am not afraid of the dark.

260
00:22:36,320 --> 00:22:39,080
I'm not afraid of the dark.

261
00:22:39,960 --> 00:22:42,480
Frank!
Frank, let's go!

262
00:22:42,480 --> 00:22:44,680
It's getting late!
Come on!

263
00:22:47,160 --> 00:22:50,040
[softly]


264
00:22:50,040 --> 00:22:52,480


265
00:22:52,480 --> 00:22:54,080
Aah!

266
00:22:54,080 --> 00:22:56,120
Paybacks are sweet!

267
00:22:56,120 --> 00:22:58,400
[Frank laughing]

268
00:22:58,760 --> 00:23:00,960
Captioned by Grant Brown