1 00:00:08,583 --> 00:00:11,958 [shutters clicking] 2 00:00:11,958 --> 00:00:13,000 - Mr. Cochran! - Mr. Cochran. 3 00:00:13,000 --> 00:00:18,291 - [Female reporter] Mr. Cochran, the whole town is buzzing in anticipation of the opening night of your carnival. 4 00:00:18,291 --> 00:00:20,208 What was your inspiration? 5 00:00:20,208 --> 00:00:22,083 - My father had one dream-- 6 00:00:23,041 --> 00:00:26,166 that I would succeed where he could not. 7 00:00:27,208 --> 00:00:29,708 See, my father had the worst luck. 8 00:00:30,333 --> 00:00:32,250 Life dealt him a bum hand. 9 00:00:32,958 --> 00:00:34,458 No matter how hard he tried, 10 00:00:34,458 --> 00:00:36,750 things never seemed to go his way. 11 00:00:37,750 --> 00:00:39,500 And when I was very young, he got sick, 12 00:00:39,916 --> 00:00:41,250 and then he died, 13 00:00:42,083 --> 00:00:44,125 poor and destitute. 14 00:00:45,125 --> 00:00:47,250 He left behind only one possession. 15 00:00:47,916 --> 00:00:49,125 A gold coin. 16 00:00:50,000 --> 00:00:51,041 This one. 17 00:00:51,958 --> 00:00:54,833 This one, here. [crowd whispering indistinctly] 18 00:00:54,833 --> 00:00:57,000 I came to this country with one goal-- 19 00:00:57,666 --> 00:01:00,958 to become the man my father knew I could be. 20 00:01:01,666 --> 00:01:04,666 I wanted to grab the American dream with both hands 21 00:01:05,708 --> 00:01:07,333 and never let it go. 22 00:01:07,333 --> 00:01:11,416 And then I remembered a story my father told me 23 00:01:11,416 --> 00:01:14,458 about his one good memory as a child-- 24 00:01:15,583 --> 00:01:19,458 the day the carnival came to town. 25 00:01:20,458 --> 00:01:23,000 And I knew then what would lie ahead for me. 26 00:01:23,708 --> 00:01:28,708 What I would dedicate all of my time and talent and resources to. 27 00:01:28,708 --> 00:01:31,250 I would dedicate it to bringing you the very show 28 00:01:31,250 --> 00:01:33,791 that you will see this evening. 29 00:01:34,541 --> 00:01:38,000 It is the end result of all of my labor. 30 00:01:38,708 --> 00:01:42,375 The ma-- - [Male reporter] Mr. Cochran. What do you say about reports that you're behind schedule, 31 00:01:42,375 --> 00:01:44,666 yet refusing to delay the opening? 32 00:01:44,666 --> 00:01:47,750 That your rides may not be ready for paying customers? 33 00:01:49,750 --> 00:01:52,416 - I would say that those reports are nonsense. 34 00:01:52,416 --> 00:01:55,458 This carnival is my legacy, 35 00:01:56,208 --> 00:01:58,750 and I would not jeopardize my good name 36 00:01:58,750 --> 00:02:01,125 by putting people in danger. 37 00:02:02,083 --> 00:02:04,541 - [breathing heavily] 38 00:02:06,958 --> 00:02:09,875 [The Cramps' "Human Fly"] 39 00:02:09,875 --> 00:02:11,708 ♪ ♪ 40 00:02:11,708 --> 00:02:13,291 [bell ringing] 41 00:02:13,291 --> 00:02:15,208 - ♪ When I'm a human fly ♪ 42 00:02:15,208 --> 00:02:17,291 ♪ I, I said F-L-Y ♪ 43 00:02:17,291 --> 00:02:19,541 ♪ I say buzz, buzz, buzz ♪ 44 00:02:19,541 --> 00:02:21,416 ♪ And it's just because ♪ 45 00:02:21,416 --> 00:02:23,625 ♪ I'm a human fly ♪ 46 00:02:23,625 --> 00:02:25,375 ♪ And I don't know why ♪ 47 00:02:25,375 --> 00:02:29,500 ♪ I got 96 tears and 96 eyes ♪ 48 00:02:29,500 --> 00:02:31,500 ♪ I got a garbage brain ♪ 49 00:02:31,500 --> 00:02:33,500 ♪ It's driving me insane ♪ 50 00:02:33,500 --> 00:02:35,375 [soft dramatic music] 51 00:02:35,375 --> 00:02:38,250 - [sighs] 52 00:02:38,250 --> 00:02:39,916 - Hey, are you okay? 53 00:02:39,916 --> 00:02:41,333 You left class during first period 54 00:02:41,333 --> 00:02:42,750 without telling anyone why. 55 00:02:42,750 --> 00:02:45,041 - Has anyone heard from Gavin? 56 00:02:45,041 --> 00:02:46,208 - No. 57 00:02:46,208 --> 00:02:47,666 - Yeah, me neither. 58 00:02:47,666 --> 00:02:49,333 But we don't really, like, talk. 59 00:02:49,333 --> 00:02:50,708 Or text. 60 00:02:50,708 --> 00:02:53,625 Our relationship is mostly non-verbal. 61 00:02:53,625 --> 00:02:55,875 You know, I've never seen this place in the daytime before. 62 00:02:55,875 --> 00:02:57,166 - Yes, you have. 63 00:02:57,166 --> 00:02:58,750 - Uh, what? 64 00:02:58,750 --> 00:03:00,083 - You were here two days ago. 65 00:03:00,083 --> 00:03:01,708 - No, I wasn't. 66 00:03:01,708 --> 00:03:04,208 - Looks super different, like, less-- 67 00:03:04,208 --> 00:03:07,125 - Spooky? 68 00:03:07,125 --> 00:03:11,458 - How did you know I was gonna say that? - Louise prefers it spooky. 69 00:03:11,458 --> 00:03:14,125 - Rachel, are you reading our minds right now? 70 00:03:14,125 --> 00:03:15,583 - No, I-- 71 00:03:15,583 --> 00:03:17,333 - Oh my God, Graham, psychic powers aren't real. 72 00:03:17,333 --> 00:03:20,083 - I am thinking of a number between one and seven. - Right? - No. 73 00:03:20,083 --> 00:03:23,458 I don't have psychic powers. 74 00:03:23,458 --> 00:03:26,416 But I do need to tell you guys something. 75 00:03:26,416 --> 00:03:28,291 When Graham auditioned to join the group, 76 00:03:28,291 --> 00:03:29,875 what was his story? 77 00:03:29,875 --> 00:03:31,750 - Something about a vampire leprechaun? 78 00:03:31,750 --> 00:03:33,041 - It wasn't a vampire leprechaun. 79 00:03:33,041 --> 00:03:34,375 - You literally told a story 80 00:03:34,375 --> 00:03:35,625 about a leprechaun who drinks blood. 81 00:03:35,625 --> 00:03:37,208 - But that doesn't make it a vampire. 82 00:03:37,208 --> 00:03:39,208 Mosquitoes drink blood. Are they vampires? 83 00:03:39,208 --> 00:03:41,083 - What was Akiko's first story? 84 00:03:41,083 --> 00:03:42,791 - A haunted pet shop, right? 85 00:03:42,791 --> 00:03:44,833 - Cursed pet shop. 86 00:03:44,833 --> 00:03:47,166 - And Louise? - Alien abduction. 87 00:03:47,166 --> 00:03:49,541 - Which I still say doesn't count because it's sci-fi. 88 00:03:49,541 --> 00:03:50,875 - It was really scary. 89 00:03:50,875 --> 00:03:52,416 - It's still sci-fi. 90 00:03:52,416 --> 00:03:53,833 - Have you seen "Fire in the Sky"? 91 00:03:53,833 --> 00:03:55,208 It's an alien abduction movie. 92 00:03:55,208 --> 00:03:58,625 I asked my mom if I was allowed to see it. She said, "No, you're too young." 93 00:03:58,625 --> 00:04:00,041 I watched it anyway. 94 00:04:00,041 --> 00:04:01,250 You know what I realized that night? 95 00:04:04,000 --> 00:04:06,791 I was way too young because it was the scariest thing I've ever seen. 96 00:04:06,791 --> 00:04:09,583 - [sighs] What was my story? 97 00:04:11,041 --> 00:04:13,208 - It was-- - Um... 98 00:04:13,208 --> 00:04:15,666 - Um... - I--I don't know. 99 00:04:15,666 --> 00:04:16,916 - I have no clue. 100 00:04:16,916 --> 00:04:19,083 - So you're all saying, 101 00:04:19,083 --> 00:04:21,458 I told a good enough story to join your ranks, 102 00:04:21,458 --> 00:04:23,958 and none of you can remember what it was? 103 00:04:23,958 --> 00:04:25,208 - How is that even-- 104 00:04:25,208 --> 00:04:27,208 - Possible? Good question. 105 00:04:27,208 --> 00:04:33,791 ♪ ♪ 106 00:04:33,791 --> 00:04:35,375 - Bartholomew? 107 00:04:35,375 --> 00:04:37,958 - I told you a story about a carnival 108 00:04:37,958 --> 00:04:40,125 and an evil man named Mr. Tophat. 109 00:04:40,125 --> 00:04:41,458 [man laughs wickedly] 110 00:04:41,458 --> 00:04:42,750 Then we all woke up the next day 111 00:04:42,750 --> 00:04:44,541 to discover the carnival was real. 112 00:04:44,541 --> 00:04:47,666 It came to this town. [fire whooshes] 113 00:04:47,666 --> 00:04:51,125 And then Adam went missing. 114 00:04:51,125 --> 00:04:53,875 And now Gavin's gone missing. 115 00:04:53,875 --> 00:04:56,750 You've all sat around this campfire and told scary stories 116 00:04:56,750 --> 00:05:00,583 for longer than I even know. 117 00:05:00,583 --> 00:05:03,041 But right now, you're in the middle of a real one. 118 00:05:06,041 --> 00:05:07,833 And we've reached the final act. 119 00:05:07,833 --> 00:05:09,708 [thunder rumbles] 120 00:05:09,708 --> 00:05:11,750 I know what you think. 121 00:05:11,750 --> 00:05:14,333 You're gonna say you can't help me. 122 00:05:14,333 --> 00:05:16,833 And then tomorrow or the day after, 123 00:05:16,833 --> 00:05:19,916 you're gonna change your minds. 124 00:05:19,916 --> 00:05:21,500 But I don't have time for that. 125 00:05:21,500 --> 00:05:24,208 This can be a story with a happy ending... 126 00:05:27,375 --> 00:05:30,875 But only if you decide right here and now to believe me. 127 00:05:30,875 --> 00:05:33,791 [suspenseful music] 128 00:05:33,791 --> 00:05:35,833 ♪ ♪ 129 00:05:35,833 --> 00:05:37,208 Are you in or out? 130 00:05:43,916 --> 00:05:45,666 - I guess this is the part of the story 131 00:05:45,666 --> 00:05:47,291 where the hero gives a really impressive speech. 132 00:05:47,291 --> 00:05:48,666 - [chuckles] 133 00:05:48,666 --> 00:05:51,000 - So do you have a plan? 134 00:05:52,791 --> 00:05:54,125 - We're gonna find your phone. 135 00:05:54,125 --> 00:05:55,666 - How did you know my phone was-- 136 00:05:55,666 --> 00:05:56,875 - Gone? 137 00:05:56,875 --> 00:05:58,291 Scary clowns took it at the carnival. 138 00:05:58,291 --> 00:05:59,958 - I hate clowns. 139 00:05:59,958 --> 00:06:02,291 - So we're gonna find your phone, and when we do, 140 00:06:02,291 --> 00:06:04,041 we're gonna find Adam and Gavin too. 141 00:06:05,541 --> 00:06:08,166 [people screaming] 142 00:06:08,166 --> 00:06:11,416 [melancholy music] 143 00:06:11,416 --> 00:06:15,833 ♪ ♪ 144 00:06:15,833 --> 00:06:18,875 [heavy, metallic footsteps] 145 00:06:18,875 --> 00:06:21,833 [children laughing] 146 00:06:21,833 --> 00:06:28,833 ♪ ♪ 147 00:06:34,416 --> 00:06:35,125 [pensive music] 148 00:06:35,125 --> 00:06:37,416 - The carnival goes from town to town. 149 00:06:37,416 --> 00:06:39,166 We need to know what town it's in now. 150 00:06:39,166 --> 00:06:42,833 - All right, my phone's in Idaho? 151 00:06:42,833 --> 00:06:45,208 - Idaho? - The potato state. 152 00:06:45,208 --> 00:06:46,958 What? I know state facts. 153 00:06:46,958 --> 00:06:49,208 - Literally everyone knows Idaho is known for potatoes. 154 00:06:49,208 --> 00:06:50,250 - Oh, yeah? 155 00:06:50,250 --> 00:06:53,875 Well, I bet you didn't know that Ernest Hemmingway wrote several of his books there. 156 00:06:53,875 --> 00:06:55,166 And then when he died... 157 00:06:55,166 --> 00:06:56,375 - Do we actually need Graham's help? 158 00:06:56,375 --> 00:06:58,541 - Yes, we do. 159 00:06:58,541 --> 00:07:00,333 - Boom. 160 00:07:00,333 --> 00:07:04,833 - Does anyone else wanna know additional bit of Idaho trivia? 161 00:07:04,833 --> 00:07:06,875 I'm from Idaho. 162 00:07:06,875 --> 00:07:09,125 The Carnival of Doom is stopped in my old town. 163 00:07:09,125 --> 00:07:12,208 [soft dramatic music] 164 00:07:12,208 --> 00:07:15,000 Do Josie's photos and videos upload to the cloud? 165 00:07:15,000 --> 00:07:17,500 - Yeah. Why? 166 00:07:17,500 --> 00:07:20,833 - There's a video she shot last night that we need. 167 00:07:20,833 --> 00:07:23,916 - All right, let me email her. [keyboard clacking] 168 00:07:23,916 --> 00:07:26,833 [computer blips] - Guys, here it is. 169 00:07:26,833 --> 00:07:28,125 Guys, hurry. 170 00:07:31,583 --> 00:07:33,500 - Yes. 171 00:07:33,500 --> 00:07:35,416 Did not cost you money. - That's Adam. 172 00:07:35,416 --> 00:07:38,833 - Wait, so this Tophat guy is-- is invisible? 173 00:07:38,833 --> 00:07:40,125 - Magic evil powers. 174 00:07:40,125 --> 00:07:41,916 - Right. Got it. 175 00:07:41,916 --> 00:07:45,250 - We need an adult to drive us to Idaho tomorrow-- 176 00:07:45,250 --> 00:07:48,083 someone our parents would trust. 177 00:07:48,083 --> 00:07:49,625 Someone with a sense of authority? 178 00:07:49,625 --> 00:07:51,208 - Hideo? 179 00:07:51,208 --> 00:07:54,125 My brother will never help us in a thousand years. 180 00:07:54,125 --> 00:07:56,041 Scratch that-- in a million years. 181 00:07:56,041 --> 00:07:57,041 In a trillion years! 182 00:07:57,041 --> 00:08:00,041 [dramatic music] 183 00:08:00,041 --> 00:08:01,291 ♪ ♪ 184 00:08:01,291 --> 00:08:03,791 - I might help you. 185 00:08:03,791 --> 00:08:05,458 - He said "might." 186 00:08:05,458 --> 00:08:07,750 - Well, your friend gave a very convincing speech, 187 00:08:07,750 --> 00:08:09,333 but if I'm gonna drive the four of you 188 00:08:09,333 --> 00:08:10,708 all the way to a circus in Idaho-- 189 00:08:10,708 --> 00:08:11,875 - Carnival. 190 00:08:11,875 --> 00:08:13,500 - To a carnival in Idaho, 191 00:08:13,500 --> 00:08:15,708 I'm gonna need more than a speech. 192 00:08:15,708 --> 00:08:18,916 What's this supposed to-- - Did not cost you money. 193 00:08:18,916 --> 00:08:20,833 - That's-- - Adam. 194 00:08:20,833 --> 00:08:23,166 - And it may cost... - I'm driving you to Idaho. 195 00:08:23,166 --> 00:08:24,791 - Wait, you're gonna help us? 196 00:08:24,791 --> 00:08:26,833 - Of course. - Why? 197 00:08:26,833 --> 00:08:30,916 - As I said, your friend is very convincing. 198 00:08:30,916 --> 00:08:32,333 - Teach me your ways. 199 00:08:32,333 --> 00:08:34,583 - ♪ I've made mistakes ♪ 200 00:08:34,583 --> 00:08:35,541 - I don't get it. 201 00:08:35,541 --> 00:08:38,416 You claim to be a rebel and then you turn around and say that horror has rules. 202 00:08:38,416 --> 00:08:40,791 - It does. Otherwise, it's anarchy. 203 00:08:40,791 --> 00:08:43,833 You think that aliens are scary and that makes it horror. 204 00:08:43,833 --> 00:08:45,875 - You're right. Aliens are scary. 205 00:08:45,875 --> 00:08:47,208 No one's denying that. 206 00:08:47,208 --> 00:08:49,541 But being scary isn't enough. 207 00:08:49,541 --> 00:08:51,750 - Yes, it is. That's literally all it is. 208 00:08:51,750 --> 00:08:53,291 If it's scary, then it's horror--bottom line. 209 00:08:53,291 --> 00:08:56,083 - I lost my phone. Was that scary? 210 00:08:56,083 --> 00:08:57,541 Yes. Does that make it horror? 211 00:08:57,541 --> 00:08:59,041 Absolutely not. 212 00:08:59,041 --> 00:09:01,833 - Actually, Rachel said you got your phone taken away by scary clowns. 213 00:09:01,833 --> 00:09:03,750 That's horror. 214 00:09:03,750 --> 00:09:05,708 - Fair point. 215 00:09:05,708 --> 00:09:08,708 - Do I have to sit in the middle? - [together] Yes. 216 00:09:08,708 --> 00:09:10,583 [ Des Rocs' "Used to the Darkness" ] 217 00:09:10,583 --> 00:09:13,833 - ♪ And then my eyes got used to the darkness ♪ 218 00:09:13,833 --> 00:09:17,750 ♪ And everyone I knew ♪ 219 00:09:17,750 --> 00:09:21,916 ♪ Was lost and so long forgotten ♪ 220 00:09:21,916 --> 00:09:24,291 - Rachel! Rachel! 221 00:09:24,291 --> 00:09:26,333 - What? - Can I borrow your phone? 222 00:09:26,333 --> 00:09:28,000 I need to get a picture of this. 223 00:09:28,000 --> 00:09:29,375 - Buh, buh, buh, buh, buh... 224 00:09:29,375 --> 00:09:31,000 - Oh, my gosh. This is so cute. 225 00:09:31,000 --> 00:09:32,916 - Get a picture of what? 226 00:09:32,916 --> 00:09:35,416 Oh, my God! 227 00:09:35,416 --> 00:09:38,416 [screams] - [whimpers] 228 00:09:38,416 --> 00:09:40,041 - Can you wait? We're almost there. 229 00:09:40,041 --> 00:09:41,166 - We have 50 miles to go. 230 00:09:41,166 --> 00:09:42,500 - Yeah, you shouldn't hold it. 231 00:09:42,500 --> 00:09:43,833 It's really bad for your bladder. 232 00:09:43,833 --> 00:09:45,500 It--it could explode. 233 00:09:45,500 --> 00:09:46,958 - Not sure your science checks out, Graham. 234 00:09:46,958 --> 00:09:57,416 - Well, if you wanna Google it, then fine by me. In the meantime, I'll be using the commode. 235 00:09:57,416 --> 00:10:00,625 [foreboding music] 236 00:10:00,625 --> 00:10:03,041 ♪ ♪ 237 00:10:03,041 --> 00:10:04,625 - [whispering] Hideo... 238 00:10:04,625 --> 00:10:05,875 - Hello? 239 00:10:20,583 --> 00:10:24,791 [overlapping whispering] Hideo... 240 00:10:24,791 --> 00:10:27,208 Hideo... 241 00:10:27,208 --> 00:10:33,708 ♪ ♪ 242 00:10:33,708 --> 00:10:35,375 - [gasps] 243 00:10:35,375 --> 00:10:37,000 [yelps] 244 00:10:37,000 --> 00:10:39,583 [dramatic music] 245 00:10:39,583 --> 00:10:42,166 [gasping, grunts] 246 00:10:47,041 --> 00:10:49,166 - Akiko! Akiko! 247 00:10:50,958 --> 00:10:54,041 [shouting] 248 00:10:54,041 --> 00:10:59,708 ♪ ♪ 249 00:10:59,708 --> 00:11:02,041 [screams] 250 00:11:04,000 --> 00:11:05,541 - It's been 14 minutes. 251 00:11:05,541 --> 00:11:06,958 - He had to go really bad. 252 00:11:06,958 --> 00:11:09,166 - No one has to go that bad. 253 00:11:09,166 --> 00:11:10,208 - He should eat more fiber. 254 00:11:10,208 --> 00:11:11,416 - [sighs] 255 00:11:11,416 --> 00:11:12,916 - Graham, you should go check on him. 256 00:11:12,916 --> 00:11:14,500 - Me? Why me? 257 00:11:14,500 --> 00:11:16,416 Akiko should go. Hideo's her brother. 258 00:11:16,416 --> 00:11:20,833 - I am not going into a weird, men's rest stop bathroom, Graham. 259 00:11:20,833 --> 00:11:24,375 - Okay, did Mr. Tophat make you all forget about my serious germaphobia? 260 00:11:24,375 --> 00:11:26,166 - Okay, fine, whatever. I'll go. 261 00:11:26,166 --> 00:11:29,125 [soft dramatic music] 262 00:11:29,125 --> 00:11:36,125 ♪ ♪ 263 00:11:39,958 --> 00:11:42,291 Hideo? 264 00:11:42,291 --> 00:11:44,125 Random dudes? 265 00:11:50,250 --> 00:11:52,125 [door slams] [gasps] 266 00:11:53,291 --> 00:11:56,166 [coin rattling] 267 00:12:05,625 --> 00:12:07,666 [man laughs wickedly] [gasps] 268 00:12:11,666 --> 00:12:12,833 [chuckles] 269 00:12:12,833 --> 00:12:15,875 [ominous music] 270 00:12:15,875 --> 00:12:18,041 [gasps] 271 00:12:18,041 --> 00:12:20,833 - Help me, Akiko, please. 272 00:12:20,833 --> 00:12:24,791 Please, please, please. 273 00:12:24,791 --> 00:12:26,625 - No. [screams] 274 00:12:30,166 --> 00:12:32,041 - We'll find Hideo. 275 00:12:32,041 --> 00:12:34,500 - You did this. - Me? 276 00:12:34,500 --> 00:12:37,125 - Hey, hey. Rachel is trying to help. 277 00:12:37,125 --> 00:12:40,916 - Adam's gone, Gavin's gone, and now my brother's gone. 278 00:12:40,916 --> 00:12:43,708 - But I never wanted to put any one of you in danger. 279 00:12:43,708 --> 00:12:46,791 - All I know is our lives were perfectly normal before you showed up. 280 00:12:46,791 --> 00:12:49,750 Maybe inviting you to join the group was a mistake. 281 00:12:49,750 --> 00:12:51,958 [somber music] 282 00:12:51,958 --> 00:12:55,000 - Not again. - Again? 283 00:12:55,000 --> 00:12:57,458 - You were gonna have a vote. - About what? 284 00:12:57,458 --> 00:12:59,166 - About keeping me in The Midnight Society. 285 00:12:59,166 --> 00:13:00,500 - That's a good idea. - Hey! 286 00:13:00,500 --> 00:13:02,291 I get it, tensions are high, 287 00:13:02,291 --> 00:13:04,291 but I think we all just need to take a breather. 288 00:13:04,291 --> 00:13:08,500 ♪ ♪ 289 00:13:08,500 --> 00:13:10,458 - I've never seen her so upset. 290 00:13:10,458 --> 00:13:12,125 - We'll find Hideo. 291 00:13:12,125 --> 00:13:14,625 - But we have to keep going. 292 00:13:18,125 --> 00:13:19,791 If only one of us could drive. 293 00:13:19,791 --> 00:13:23,166 - Well, one of us has a learner's permit. 294 00:13:23,166 --> 00:13:25,583 - No way! - Graham! 295 00:13:25,583 --> 00:13:27,833 - I don't even like driving regular cars. 296 00:13:27,833 --> 00:13:30,291 You know that. And you expect me-- 297 00:13:30,291 --> 00:13:33,166 you expect me to drive a cop car. 298 00:13:33,166 --> 00:13:34,916 Are you insane? 299 00:13:34,916 --> 00:13:37,291 There's no way I'm getting behind the wheel of that thing. 300 00:13:37,291 --> 00:13:38,750 - You can't use your germaphobia 301 00:13:38,750 --> 00:13:41,125 to get out of this one, Graham. 302 00:13:41,125 --> 00:13:43,125 Mr. Tophat took my brother. 303 00:13:45,666 --> 00:13:48,291 So are you my friend or what? 304 00:13:50,458 --> 00:13:52,208 - Friends. [keys jingling] 305 00:13:52,208 --> 00:13:54,666 Obviously. 306 00:13:54,666 --> 00:13:56,416 [dramatic musical flourish] 307 00:13:56,416 --> 00:13:57,958 - Are you gonna throw up? - No. 308 00:13:57,958 --> 00:14:01,083 - You look like you're gonna throw up. - Stop telling me that! - You're driving way too slow. 309 00:14:01,083 --> 00:14:03,666 - Rachel, I am in a cop car. I can drive as slow or fast as I want. 310 00:14:03,666 --> 00:14:05,416 - It looks conspicuous. 311 00:14:05,416 --> 00:14:06,916 - [sighs] Are we almost there? 312 00:14:06,916 --> 00:14:10,416 - You've only driven two miles. - I hate this so much. 313 00:14:11,458 --> 00:14:14,166 - Ugh, this is gonna take longer than I thought. 314 00:14:14,166 --> 00:14:17,666 [eerie organ music] 315 00:14:17,666 --> 00:14:20,291 - Guys. 316 00:14:20,291 --> 00:14:22,166 Come on, let's go. 317 00:14:22,166 --> 00:14:24,500 ♪ ♪ 318 00:14:24,500 --> 00:14:27,125 - [grunts] - [grunts] 319 00:14:27,125 --> 00:14:28,791 - This is really scary, guys. 320 00:14:28,791 --> 00:14:30,083 - This feels like "Ocean's Eleven." 321 00:14:30,083 --> 00:14:31,375 - I agree. 322 00:14:31,375 --> 00:14:32,833 - We have the element of surprise. 323 00:14:32,833 --> 00:14:34,875 No one knows we're here. - Let's go. 324 00:14:34,875 --> 00:14:36,666 [all scream] 325 00:14:36,666 --> 00:14:39,916 [soft dramatic music] 326 00:14:39,916 --> 00:14:42,125 - You must be Rachel. 327 00:14:42,125 --> 00:14:43,500 - Who are you? 328 00:14:43,500 --> 00:14:45,208 That's Bartholomew-- 329 00:14:45,208 --> 00:14:47,833 tall, bald, beard, missing one arm. 330 00:14:47,833 --> 00:14:49,208 I recognize him from your drawings. 331 00:14:49,208 --> 00:14:52,083 - I'm not here to hurt you. 332 00:14:52,083 --> 00:14:53,541 - You're not? 333 00:14:53,541 --> 00:14:57,125 - I'm here to help you. 334 00:14:57,125 --> 00:15:01,041 Mr. Tophat must be destroyed. 335 00:15:01,041 --> 00:15:02,458 - Why should we trust you? 336 00:15:02,458 --> 00:15:04,125 - I have a story to tell. 337 00:15:04,125 --> 00:15:06,458 [dramatic music] 338 00:15:06,458 --> 00:15:09,458 ♪ ♪ 339 00:15:09,458 --> 00:15:13,958 A story about a man named Marcus Cochran. 340 00:15:13,958 --> 00:15:18,375 A man with big dreams that turned into nightmares-- 341 00:15:18,375 --> 00:15:21,875 - Okay, look, we love stories, but is there any possible way 342 00:15:21,875 --> 00:15:23,625 you could give us the abbreviated version? 343 00:15:23,625 --> 00:15:25,833 I've got a brother and some friends to save. 344 00:15:25,833 --> 00:15:29,125 - This story will explain how you can save them. 345 00:15:29,125 --> 00:15:31,375 - Oh. Okay, um, cool. 346 00:15:31,375 --> 00:15:33,166 Then proceed. 347 00:15:35,500 --> 00:15:38,333 - Marcus Cochran came to America 348 00:15:38,333 --> 00:15:39,708 with a dream of building a carnival 349 00:15:39,708 --> 00:15:42,000 like no one else had ever seen. 350 00:15:42,000 --> 00:15:43,208 [shutters clicking] 351 00:15:43,208 --> 00:15:46,125 - This carnival is my legacy. 352 00:15:46,125 --> 00:15:49,750 And I would not jeopardize my good name 353 00:15:49,750 --> 00:15:51,833 by putting people in danger. 354 00:15:51,833 --> 00:15:54,625 - Then opening night came. 355 00:15:54,625 --> 00:15:57,291 Marcus was behind schedule. 356 00:15:57,291 --> 00:16:00,666 He hadn't had the time to test all the rides for safety. 357 00:16:00,666 --> 00:16:03,583 [people screaming] - [shouts] 358 00:16:03,583 --> 00:16:06,291 - The merry-go-round collapsed. 359 00:16:06,291 --> 00:16:10,833 A mother, father, and four of their five children 360 00:16:10,833 --> 00:16:14,375 perished in the accident. 361 00:16:14,375 --> 00:16:16,541 Only their youngest daughter survived. 362 00:16:16,541 --> 00:16:19,958 If only he hadn't been in such a rush. 363 00:16:19,958 --> 00:16:22,458 If only he had taken the time 364 00:16:22,458 --> 00:16:25,500 to do everything right. 365 00:16:25,500 --> 00:16:27,791 All the money, blood, 366 00:16:27,791 --> 00:16:30,291 and sweat he had poured 367 00:16:30,291 --> 00:16:34,083 into his precious carnival 368 00:16:34,083 --> 00:16:35,791 had gone down the drain. 369 00:16:35,791 --> 00:16:39,125 [heavy footsteps approaching] 370 00:16:39,125 --> 00:16:41,416 - Marcus Cochran? 371 00:16:41,416 --> 00:16:43,708 - You got the wrong guy, mister. 372 00:16:43,708 --> 00:16:46,458 - I never get the wrong man. 373 00:16:46,458 --> 00:16:48,250 [chair skids] 374 00:16:48,250 --> 00:16:52,916 What if I said I could get your precious carnival back, 375 00:16:52,916 --> 00:16:55,625 and it would be bigger than ever? 376 00:16:55,625 --> 00:16:57,083 - Let me guess. 377 00:16:57,083 --> 00:16:58,833 Marcus Cochran sold his soul to the devil? 378 00:16:58,833 --> 00:17:00,375 - How did you know that? 379 00:17:00,375 --> 00:17:03,875 - This is our area of expertise, dude. 380 00:17:03,875 --> 00:17:06,333 - Fine. 381 00:17:06,333 --> 00:17:10,291 - You'll travel from town to town, 382 00:17:10,291 --> 00:17:12,458 and when you leave, no one will remember 383 00:17:12,458 --> 00:17:14,625 that you were even there. 384 00:17:14,625 --> 00:17:17,750 Their memories will be wiped clean. 385 00:17:17,750 --> 00:17:21,583 Your fears will give you vitality. 386 00:17:21,583 --> 00:17:23,875 You will live forever 387 00:17:23,875 --> 00:17:26,500 without gaining a wrinkle. 388 00:17:30,708 --> 00:17:33,208 - Well, that sounds too good to be true. 389 00:17:35,208 --> 00:17:36,666 What's the catch? 390 00:17:36,666 --> 00:17:39,750 - One day, a child will appear 391 00:17:39,750 --> 00:17:42,791 that will be impervious to your powers. 392 00:17:42,791 --> 00:17:45,541 That child will remember. 393 00:17:45,541 --> 00:17:50,250 That child could be your undoing. 394 00:17:50,250 --> 00:17:51,833 - Well, that's a killer twist. 395 00:17:57,000 --> 00:17:58,750 - What? 396 00:17:58,750 --> 00:17:59,958 - You're that child. 397 00:18:02,041 --> 00:18:04,375 - I am not. 398 00:18:04,375 --> 00:18:06,791 I'm--I mean, how could I be? 399 00:18:06,791 --> 00:18:08,791 - Rachel, you remembered. 400 00:18:08,791 --> 00:18:10,875 You're impervious to his powers. 401 00:18:10,875 --> 00:18:12,541 Therefore, you're the one who can stop him. 402 00:18:12,541 --> 00:18:14,333 - Why me? 403 00:18:14,333 --> 00:18:15,583 - It's a prophecy. 404 00:18:15,583 --> 00:18:18,875 So your destiny is to kill Mr. Tophat. 405 00:18:18,875 --> 00:18:21,083 So we have to win, right? 406 00:18:21,083 --> 00:18:24,791 ♪ ♪ 407 00:18:24,791 --> 00:18:26,541 Right? [bird caws] 408 00:18:29,208 --> 00:18:33,708 - She is the only one who could defeat him. 409 00:18:33,708 --> 00:18:36,416 But nothing is set in stone. 410 00:18:36,416 --> 00:18:39,166 Mr. Tophat will not go down without a fight. 411 00:18:41,583 --> 00:18:43,750 One of you will perish tonight. 412 00:18:46,583 --> 00:18:49,291 Let's hope it's him 413 00:18:49,291 --> 00:18:51,375 and not you. 414 00:18:57,458 --> 00:18:59,958 - How do we stop him? 415 00:18:59,958 --> 00:19:02,333 - The hat is the source of power. 416 00:19:02,333 --> 00:19:05,291 Get it and destroy it. 417 00:19:05,291 --> 00:19:06,500 - Then he'll lose his powers? 418 00:19:06,500 --> 00:19:08,333 - Then he'll lose everything-- 419 00:19:08,333 --> 00:19:11,083 his carnival, his mindless slaves, 420 00:19:11,083 --> 00:19:13,375 even his good looks. 421 00:19:13,375 --> 00:19:15,958 - How do we destroy it? - Burn it. 422 00:19:15,958 --> 00:19:19,958 The only way to destroy a magical talisman is with fire. 423 00:19:19,958 --> 00:19:23,333 I thought this was your area of expertise? 424 00:19:23,333 --> 00:19:25,375 - Oh, I--I knew that part. 425 00:19:25,375 --> 00:19:29,291 - Before the show, he will keep the hat in his inner chamber. 426 00:19:29,291 --> 00:19:31,291 Use this to unlock the door 427 00:19:31,291 --> 00:19:33,416 once your reach your destination. 428 00:19:33,416 --> 00:19:37,125 - This golden coin unlocks a hidden room 429 00:19:37,125 --> 00:19:39,166 here at the carnival, 430 00:19:39,166 --> 00:19:44,125 a room that contains all the secrets of this carnival. 431 00:19:44,125 --> 00:19:45,750 - I picked his pocket. 432 00:19:45,750 --> 00:19:47,916 [indistinct chatter] 433 00:19:47,916 --> 00:19:51,333 - Mr. Tophat knows what I look like. 434 00:19:51,333 --> 00:19:53,666 He probably knows what you three look like. 435 00:19:53,666 --> 00:19:55,166 How are we gonna walk around the carnival 436 00:19:55,166 --> 00:19:57,458 without being noticed? 437 00:19:57,458 --> 00:19:59,708 - Rachel, you were wondering 438 00:19:59,708 --> 00:20:01,250 when you were gonna get your own scary mask. 439 00:20:01,250 --> 00:20:04,291 [dramatic music] 440 00:20:04,291 --> 00:20:06,833 ♪ ♪ 441 00:20:06,833 --> 00:20:08,833 Submitted for the approval of The Midnight Society. 442 00:20:12,916 --> 00:20:14,916 - Let's do this. 443 00:20:14,916 --> 00:20:16,666 - I have a map. 444 00:20:16,666 --> 00:20:18,666 - Let's say we wanted to turn some stuff off. 445 00:20:18,666 --> 00:20:20,958 - Rides, specifically. - Hmm. 446 00:20:20,958 --> 00:20:23,083 You would have to go through the main entrance here, 447 00:20:23,083 --> 00:20:24,833 past the Tilt-A-Whirl, 448 00:20:24,833 --> 00:20:27,458 left--not right-- at the corndog stand, 449 00:20:27,458 --> 00:20:29,250 then you would find the control room here. 450 00:20:29,250 --> 00:20:31,625 Rachel, you have to go right-- 451 00:20:31,625 --> 00:20:33,375 not left-- at the corndog stand. 452 00:20:33,375 --> 00:20:34,916 Beware of clown security. 453 00:20:34,916 --> 00:20:36,833 The small one is blind, the tall one is deaf, 454 00:20:36,833 --> 00:20:39,000 but together, they are very formidable. 455 00:20:39,000 --> 00:20:42,500 Remember, his hat is in the inner chamber of his trailer. 456 00:20:42,500 --> 00:20:44,125 - I've always wanted to do a heist. 457 00:20:44,125 --> 00:20:45,750 - Yeah, let's do some crimes. - Can we focus? 458 00:20:45,750 --> 00:20:47,125 [man laughs wickedly] 459 00:20:47,125 --> 00:20:49,958 - Next. Come in, come on, come on. 460 00:20:49,958 --> 00:20:52,208 Nice masks. - Thank you. 461 00:20:52,208 --> 00:20:53,500 I designed them myself-- - Come on! 462 00:20:53,500 --> 00:20:54,916 - The trick is to-- I'll tell you later. 463 00:20:54,916 --> 00:20:56,500 [people screaming] [ride rattling] 464 00:20:56,500 --> 00:20:58,208 [indistinct chatter] 465 00:20:58,208 --> 00:20:59,583 - Step right up and try your luck. 466 00:20:59,583 --> 00:21:01,041 Three tries. 467 00:21:01,500 --> 00:21:02,291 - Come on. 468 00:21:03,333 --> 00:21:04,958 Commence with the distraction. 469 00:21:04,958 --> 00:21:07,208 - Let the distraction commence. 470 00:21:07,208 --> 00:21:10,208 [all panting] 471 00:21:10,208 --> 00:21:14,375 ♪ ♪ 472 00:21:14,375 --> 00:21:15,875 - Shh. 473 00:21:21,750 --> 00:21:24,666 [foreboding music] 474 00:21:24,666 --> 00:21:26,916 ♪ ♪ 475 00:21:26,916 --> 00:21:29,000 - You know, I don't mind hanging out with you 476 00:21:29,000 --> 00:21:30,291 while I'm wearing a mask. 477 00:21:31,500 --> 00:21:32,833 - You can't tell right now 478 00:21:33,208 --> 00:21:35,000 because you can't see my face, 479 00:21:35,416 --> 00:21:36,791 but I have the expression of a guy 480 00:21:36,791 --> 00:21:38,250 whose feelings are really hurt. 481 00:21:38,250 --> 00:21:40,291 [door creaks] - Shh, look. 482 00:21:40,291 --> 00:21:45,958 ♪ ♪ 483 00:21:45,958 --> 00:21:48,083 [all grunt] 484 00:21:48,083 --> 00:21:51,083 [machines blipping softly] 485 00:21:58,291 --> 00:22:00,000 - Rachel must be in position by now. 486 00:22:00,000 --> 00:22:01,458 - Which switches do we hit? 487 00:22:02,750 --> 00:22:04,333 - All of them. 488 00:22:06,333 --> 00:22:07,625 - What the-- [people shout] 489 00:22:07,625 --> 00:22:09,333 - What's happening? 490 00:22:09,333 --> 00:22:11,333 - That scared me. [people chattering worriedly] 491 00:22:11,333 --> 00:22:12,875 - Everyone, calm down. Wait. 492 00:22:12,875 --> 00:22:18,875 ♪ ♪ 493 00:22:18,875 --> 00:22:20,541 - I just want you to know. 494 00:22:20,541 --> 00:22:22,166 I always thought you were really cool. 495 00:22:22,166 --> 00:22:24,083 - Didn't know that was up for debate. 496 00:22:24,083 --> 00:22:26,583 - No, I mean... [tender music] 497 00:22:26,583 --> 00:22:28,541 Even when they used to call you, "Loser-ese." 498 00:22:28,541 --> 00:22:30,375 ♪ ♪ 499 00:22:30,375 --> 00:22:33,125 What? 500 00:22:33,125 --> 00:22:35,208 - You can't see my expression, 501 00:22:35,208 --> 00:22:38,958 but I'm very touched. 502 00:22:38,958 --> 00:22:42,541 - Someone's messing with our electrical system. Everyone report to the control room. 503 00:22:42,541 --> 00:22:43,958 - Let's go. 504 00:22:43,958 --> 00:22:45,583 [soft dramatic music] 505 00:22:45,583 --> 00:22:47,166 - [gasps] [breathing heavily] 506 00:22:47,166 --> 00:22:54,041 ♪ ♪ 507 00:23:05,125 --> 00:23:06,666 Where's the hat? 508 00:23:27,083 --> 00:23:28,708 - Hey! 509 00:23:28,708 --> 00:23:30,375 One of you should call my phone. 510 00:23:30,375 --> 00:23:33,416 Maybe it's in here. - Good idea. 511 00:23:33,416 --> 00:23:35,041 [phone ringing distantly] 512 00:23:35,041 --> 00:23:37,166 - Do you hear it? Where is it? 513 00:23:39,083 --> 00:23:40,333 Where is it? 514 00:23:40,333 --> 00:23:47,000 ♪ ♪ 515 00:23:49,166 --> 00:23:51,375 [loud rattling] - [gasps] 516 00:23:51,375 --> 00:23:54,458 [structure rattling] 517 00:23:54,458 --> 00:23:57,625 [dramatic music] 518 00:23:57,625 --> 00:24:04,583 ♪ ♪ 519 00:24:20,666 --> 00:24:23,208 - [breathing heavily] 520 00:24:23,208 --> 00:24:24,708 - [panting] 521 00:24:24,708 --> 00:24:26,833 [both gasp] 522 00:24:26,833 --> 00:24:29,666 Hideo? [phone ringing] 523 00:24:29,666 --> 00:24:32,458 - Hello, Akiko. 524 00:24:32,458 --> 00:24:34,791 [ominous music] 525 00:24:34,791 --> 00:24:37,500 You lookin' for this? [phone clicks] 526 00:24:37,500 --> 00:24:39,916 - Hideo. No. 527 00:24:39,916 --> 00:24:43,916 ♪ ♪ 528 00:24:43,916 --> 00:24:46,083 - You came all this way to see me. 529 00:24:46,083 --> 00:24:47,916 I'm flattered. 530 00:24:47,916 --> 00:24:50,791 ♪ ♪ 531 00:24:50,791 --> 00:24:52,625 - [growls] 532 00:25:05,541 --> 00:25:06,750 - Gavin? 533 00:25:06,750 --> 00:25:08,708 - Hello, Rachel. 534 00:25:12,416 --> 00:25:13,833 You can't stop him. 535 00:25:17,166 --> 00:25:19,625 There's a reason you never had friends, Rachel. 536 00:25:19,625 --> 00:25:21,750 - This isn't you. 537 00:25:21,750 --> 00:25:23,666 You're under his spell. 538 00:25:23,666 --> 00:25:26,000 - We shoulda never let you into The Midnight Society. 539 00:25:28,791 --> 00:25:33,041 This will all be over soon. 540 00:25:33,041 --> 00:25:35,625 - What will? 541 00:25:35,625 --> 00:25:38,041 - Ladies and gentlemen... [mic squeals] 542 00:25:38,041 --> 00:25:41,666 May I present the star of tonight's show, 543 00:25:41,666 --> 00:25:43,583 Rachel. 544 00:25:43,583 --> 00:25:45,041 [cheers and applause] 545 00:25:45,041 --> 00:25:48,708 [dramatic music plays] 546 00:25:48,708 --> 00:25:52,000 For as long as I can remember, this has been a two-man show. 547 00:25:52,000 --> 00:25:54,666 But tonight, it will become a trifecta. 548 00:25:54,666 --> 00:25:56,458 For you see, ladies and... - What is this? [screams] 549 00:25:56,458 --> 00:25:58,583 - Isn't it obvious? 550 00:25:58,583 --> 00:26:01,125 This is a trap. [chuckles] 551 00:26:01,125 --> 00:26:03,041 Now, wave. Wave! 552 00:26:03,041 --> 00:26:05,750 - 'Tis no mere volunteer. 553 00:26:05,750 --> 00:26:07,958 - [chuckles] 554 00:26:07,958 --> 00:26:09,500 See, Bartholomew and I have been friends 555 00:26:09,500 --> 00:26:11,125 and business partners since the beginning. 556 00:26:15,791 --> 00:26:17,583 And now... 557 00:26:25,291 --> 00:26:27,583 - [grunts] 558 00:26:27,583 --> 00:26:30,208 - See, I knew one day a child would come 559 00:26:30,208 --> 00:26:34,000 that would be impervious to my powers-- 560 00:26:34,000 --> 00:26:36,833 the child that would remember. 561 00:26:36,833 --> 00:26:39,666 Now, the first time you came to the carnival... 562 00:26:39,666 --> 00:26:41,083 [man laughs wickedly] 563 00:26:41,083 --> 00:26:44,916 You were just like any other kid. 564 00:26:44,916 --> 00:26:47,958 And just like any other kid, 565 00:26:47,958 --> 00:26:50,041 you forgot the entire experience. 566 00:26:50,041 --> 00:26:52,791 Oh. 567 00:26:52,791 --> 00:26:55,500 But then, something wonderful happened. 568 00:26:55,500 --> 00:26:57,916 Some part of your subconscious 569 00:26:57,916 --> 00:27:01,375 held on to a vision of me. 570 00:27:01,375 --> 00:27:02,750 [cane taps loudly] 571 00:27:02,750 --> 00:27:06,625 - [gasps] - I could feel your fear. 572 00:27:06,625 --> 00:27:08,333 It was unique. 573 00:27:08,333 --> 00:27:10,916 It was different than anyone else. 574 00:27:10,916 --> 00:27:13,583 We were connected. 575 00:27:13,583 --> 00:27:16,333 And I suspected that you might be the one 576 00:27:16,333 --> 00:27:17,791 to come here and challenge me, 577 00:27:17,791 --> 00:27:20,500 but I couldn't know for sure, 578 00:27:20,500 --> 00:27:23,458 couldn't know until I saw you again 579 00:27:23,458 --> 00:27:26,000 outside of your dreams. 580 00:27:26,000 --> 00:27:28,333 When you came to the carnival a second time... 581 00:27:28,333 --> 00:27:31,500 Hello, Rachel. 582 00:27:31,500 --> 00:27:33,125 Welcome to the show. 583 00:27:33,125 --> 00:27:35,333 Then I knew it was you. 584 00:27:35,333 --> 00:27:37,791 So I took your friend. 585 00:27:37,791 --> 00:27:40,458 I just took him. 586 00:27:40,458 --> 00:27:43,958 And I built this tent and this carnival here, 587 00:27:43,958 --> 00:27:45,291 right in your own backyard. 588 00:27:45,291 --> 00:27:49,791 'Cause I knew you'd come looking for Gavin, 589 00:27:49,791 --> 00:27:54,875 which means that tonight is the night that your story ends. 590 00:27:54,875 --> 00:27:56,208 [chuckles] - No. 591 00:27:56,208 --> 00:27:58,583 - It's exciting! 592 00:27:58,583 --> 00:28:01,666 Oh, and one more thing. 593 00:28:01,666 --> 00:28:04,625 This hat. 594 00:28:04,625 --> 00:28:07,541 It, uh, 595 00:28:07,541 --> 00:28:10,041 does make me look great, 596 00:28:10,041 --> 00:28:13,583 but it has no power. 597 00:28:13,583 --> 00:28:15,833 The power is in the cane. 598 00:28:15,833 --> 00:28:18,791 [dramatic music] 599 00:28:18,791 --> 00:28:24,458 ♪ ♪ 600 00:28:24,458 --> 00:28:26,791 And showtime! 601 00:28:26,791 --> 00:28:30,083 [cheers and applause] 602 00:28:30,083 --> 00:28:33,000 - I hope you are ready for the main event. 603 00:28:33,000 --> 00:28:36,041 [chuckles darkly] 604 00:28:37,500 --> 00:28:39,041 - [whimpers] 605 00:28:39,041 --> 00:28:42,041 - We all love magic. 606 00:28:42,041 --> 00:28:44,916 Every man, woman, and child 607 00:28:44,916 --> 00:28:47,833 adores an illusion. 608 00:28:47,833 --> 00:28:50,125 We like being tricked. 609 00:28:50,125 --> 00:28:53,666 A new treasure being fooled. 610 00:28:53,666 --> 00:28:56,750 And tonight, you're going to witness 611 00:28:56,750 --> 00:29:00,041 a classic. 612 00:29:00,041 --> 00:29:03,583 We are going to put a girl in this box, 613 00:29:03,583 --> 00:29:07,708 and then I'm going to saw 614 00:29:07,708 --> 00:29:09,625 that girl 615 00:29:09,625 --> 00:29:12,625 in half 616 00:29:12,625 --> 00:29:13,833 with a chainsaw! 617 00:29:13,833 --> 00:29:16,583 [chainsaw roaring] 618 00:29:16,583 --> 00:29:19,208 [laughing] 619 00:29:19,208 --> 00:29:21,375 - [muffled speech, whimpers] 620 00:29:21,375 --> 00:29:23,916 - That girl, 621 00:29:23,916 --> 00:29:26,875 to be precise. 622 00:29:26,875 --> 00:29:33,791 ♪ ♪ 623 00:29:35,708 --> 00:29:37,416 - [grunting] 624 00:29:37,416 --> 00:29:40,583 - Now, if you think this is too cruel, 625 00:29:40,583 --> 00:29:44,000 if it all seems like too much to bear... 626 00:29:44,000 --> 00:29:46,000 [chainsaw roaring] 627 00:29:46,000 --> 00:29:48,916 ♪ ♪ 628 00:29:48,916 --> 00:29:51,791 Just remember, it's all... 629 00:29:51,791 --> 00:29:54,041 all: Part of the-- 630 00:29:54,041 --> 00:29:55,458 - [gasps] [audience chatters] 631 00:29:55,458 --> 00:29:57,083 [screams] 632 00:29:57,083 --> 00:30:00,166 - Show. [all gasp] 633 00:30:00,166 --> 00:30:01,875 - [grunts] - What's going on? 634 00:30:01,875 --> 00:30:03,708 - It's a long story. I'll explain later. Let's go! 635 00:30:03,708 --> 00:30:07,625 - Wait, why do you have Tophat's cane? - After them! 636 00:30:07,625 --> 00:30:11,208 - What are you waiting for? [crowd clamoring] 637 00:30:11,208 --> 00:30:13,666 - We should hide. - Follow me. 638 00:30:13,666 --> 00:30:16,250 This way. [all panting] 639 00:30:16,250 --> 00:30:19,041 In here. 640 00:30:19,041 --> 00:30:20,708 - Okay, uh, the last thing I remember 641 00:30:20,708 --> 00:30:22,500 was giving you the knife, going home, and then-- 642 00:30:22,500 --> 00:30:25,250 - Tophat took you. We rescued you. 643 00:30:25,250 --> 00:30:28,291 We're in Idaho. Graham drove--terribly. 644 00:30:28,291 --> 00:30:30,041 - We're in Idaho? 645 00:30:30,041 --> 00:30:32,458 - Okay, so, if we destroy the cane, we destroy Mr. Tophat. 646 00:30:32,458 --> 00:30:33,666 - Yes. 647 00:30:33,666 --> 00:30:35,583 - Well, how are we gonna do that? 648 00:30:35,583 --> 00:30:37,916 - The only way to destroy a magical talisman is with fire. 649 00:30:37,916 --> 00:30:39,708 So you didn't know that? 650 00:30:39,708 --> 00:30:41,791 That's like common knowledge, dude, keep up. 651 00:30:41,791 --> 00:30:43,750 - [gasps] - They went in here. 652 00:30:43,750 --> 00:30:46,208 - Come on! - Go! 653 00:30:46,208 --> 00:30:49,041 [water sloshing] - It's getting deeper. 654 00:30:49,041 --> 00:30:50,416 - Watch out for the skeletons. 655 00:30:50,416 --> 00:30:52,833 [eerie music] 656 00:30:52,833 --> 00:30:54,041 - This way. 657 00:30:54,041 --> 00:31:01,000 ♪ ♪ 658 00:31:01,000 --> 00:31:03,333 - Hey, guys, do you hear that? 659 00:31:03,333 --> 00:31:05,250 [loud thunk] [all gasp] 660 00:31:05,250 --> 00:31:07,000 [electronic blipping] - Go. 661 00:31:10,125 --> 00:31:14,500 ♪ ♪ 662 00:31:14,500 --> 00:31:16,916 - Guys? I can't see anything. 663 00:31:17,625 --> 00:31:18,875 - Me neither. 664 00:31:18,875 --> 00:31:20,250 - Louise? 665 00:31:20,708 --> 00:31:22,541 - [shallow breathing] 666 00:31:22,541 --> 00:31:24,500 Marco? 667 00:31:24,500 --> 00:31:25,833 - Polo? 668 00:31:29,208 --> 00:31:30,833 - Marco. 669 00:31:32,583 --> 00:31:35,083 - Polo. - [screams] 670 00:31:35,083 --> 00:31:37,791 ♪ ♪ 671 00:31:42,541 --> 00:31:44,500 - [screams] 672 00:31:44,500 --> 00:31:46,208 - Guys? - Where have you been? 673 00:31:46,208 --> 00:31:47,583 - I don't know. I got lost. 674 00:31:47,958 --> 00:31:49,041 Where are Louise and Akiko? 675 00:31:50,333 --> 00:31:51,416 - Louise? 676 00:31:51,708 --> 00:31:53,125 - Akiko? 677 00:31:57,750 --> 00:31:59,708 [ominous music] 678 00:31:59,708 --> 00:32:01,708 - [screams] - [gasps] 679 00:32:01,708 --> 00:32:03,166 - Gavin? 680 00:32:06,000 --> 00:32:08,708 - [cackling] 681 00:32:08,708 --> 00:32:11,750 - [panting] 682 00:32:11,750 --> 00:32:13,583 - [panting] 683 00:32:16,916 --> 00:32:19,541 - [screams] - Graham! 684 00:32:19,541 --> 00:32:23,166 Graham? 685 00:32:23,166 --> 00:32:25,000 [whispering] Graham? 686 00:32:27,250 --> 00:32:30,416 [soft dramatic music] 687 00:32:30,416 --> 00:32:33,125 - You have a choice, Rachel. 688 00:32:33,125 --> 00:32:35,166 You have my cane, 689 00:32:35,166 --> 00:32:38,833 but I have your friends. 690 00:32:38,833 --> 00:32:42,083 Bring me the cane, and I will let them live. 691 00:32:42,083 --> 00:32:45,041 You have three minutes. 692 00:32:45,041 --> 00:32:48,875 Meet me where we first met. 693 00:32:48,875 --> 00:32:50,875 [thunder rumbles] 694 00:32:50,875 --> 00:32:52,916 [laughs wickedly] 695 00:32:52,916 --> 00:32:55,916 [dramatic music] 696 00:32:55,916 --> 00:32:57,041 ♪ ♪ 697 00:32:57,041 --> 00:33:00,125 - [screaming] 698 00:33:01,708 --> 00:33:04,041 [grunts] 699 00:33:04,041 --> 00:33:07,125 [panting] 700 00:33:07,125 --> 00:33:09,791 [cane crackles] 701 00:33:09,791 --> 00:33:16,541 ♪ ♪ 702 00:33:21,708 --> 00:33:24,083 [all grunting] - Let me go! 703 00:33:31,958 --> 00:33:32,958 - [scoffs] 704 00:33:32,958 --> 00:33:35,208 [thunder rumbles] 705 00:33:36,958 --> 00:33:38,583 - Let my friends go! 706 00:33:41,041 --> 00:33:44,083 - The girl who remembers. 707 00:33:44,083 --> 00:33:47,708 Well, you know, 708 00:33:47,708 --> 00:33:50,458 if I'm being frank, I have to admit 709 00:33:50,458 --> 00:33:54,791 for as long as I can remember, I've been afraid of you. 710 00:33:54,791 --> 00:33:57,166 It didn't occur to me till just now. 711 00:33:57,166 --> 00:34:00,541 You're not my enemy. 712 00:34:00,541 --> 00:34:04,125 We travel from town to town, 713 00:34:04,125 --> 00:34:06,166 and I pour 714 00:34:06,166 --> 00:34:09,208 my heart out on the stage... 715 00:34:09,208 --> 00:34:12,791 [melancholy piano music] 716 00:34:12,791 --> 00:34:15,041 And no one even knows that I exist. 717 00:34:17,625 --> 00:34:20,375 Until you. 718 00:34:20,375 --> 00:34:23,750 - You remember I exist. 719 00:34:26,583 --> 00:34:30,041 We're not so different, you and I, Rachel. 720 00:34:30,041 --> 00:34:33,958 We both feel alone. 721 00:34:33,958 --> 00:34:37,250 We both wanna be noticed. 722 00:34:37,250 --> 00:34:40,125 We both wanna be known. 723 00:34:42,125 --> 00:34:45,625 So, how about a truce, huh? 724 00:34:45,625 --> 00:34:48,208 Yeah? 725 00:34:48,208 --> 00:34:51,250 You give me the cane, 726 00:34:51,250 --> 00:34:53,583 and I let your friends go. 727 00:34:53,583 --> 00:34:56,208 You go your way, 728 00:34:56,208 --> 00:34:57,916 and we go ours. 729 00:34:57,916 --> 00:35:01,583 And all you have to do is make sure 730 00:35:01,583 --> 00:35:05,291 that everyone remembers me and what I've done. 731 00:35:09,000 --> 00:35:11,375 - What can this cane do? 732 00:35:11,375 --> 00:35:13,041 - What can't it do? 733 00:35:13,041 --> 00:35:16,500 With it, I can do anything. 734 00:35:16,500 --> 00:35:19,041 I can control anyone. 735 00:35:19,041 --> 00:35:21,708 - Except me. 736 00:35:21,708 --> 00:35:24,208 - Technically. - Interesting. 737 00:35:26,833 --> 00:35:28,666 You took my friends. 738 00:35:28,666 --> 00:35:31,000 - Yeah? - You hurt people! 739 00:35:31,000 --> 00:35:32,416 - So what? 740 00:35:32,416 --> 00:35:36,250 - I'm not interested in a truce. 741 00:35:36,250 --> 00:35:38,666 [grunts] [men yelp] 742 00:35:38,666 --> 00:35:41,041 - No! - [screams] 743 00:35:41,041 --> 00:35:42,416 Ugh. 744 00:35:42,416 --> 00:35:45,833 [all panting] 745 00:35:45,833 --> 00:35:47,916 Get me that cane! 746 00:35:47,916 --> 00:35:49,958 - No! 747 00:35:49,958 --> 00:35:52,250 - [screams] [electricity crackling] 748 00:35:52,250 --> 00:35:55,291 [dramatic music] 749 00:35:55,291 --> 00:35:58,958 ♪ ♪ 750 00:35:58,958 --> 00:36:01,375 [groans loudly] 751 00:36:01,375 --> 00:36:02,750 - Stop! 752 00:36:02,750 --> 00:36:04,750 Ugh! 753 00:36:04,750 --> 00:36:07,541 [grunts angrily] 754 00:36:07,541 --> 00:36:09,333 - I'm not like you. 755 00:36:09,333 --> 00:36:15,166 ♪ ♪ 756 00:36:15,166 --> 00:36:16,916 I'm not alone. 757 00:36:16,916 --> 00:36:21,208 ♪ ♪ 758 00:36:21,208 --> 00:36:22,583 - No. 759 00:36:25,083 --> 00:36:27,500 - [grunts] - No! [screams] 760 00:36:27,500 --> 00:36:29,375 [fire whooshes] [all gasp] 761 00:36:29,375 --> 00:36:32,500 - [groaning] 762 00:36:33,833 --> 00:36:37,333 [staff crackling] 763 00:36:37,333 --> 00:36:40,333 ♪ ♪ 764 00:36:40,333 --> 00:36:43,291 [grunting] 765 00:36:49,750 --> 00:36:51,916 [chuckles] 766 00:36:51,916 --> 00:36:53,500 - Why are you smiling? 767 00:36:55,875 --> 00:36:59,791 - Because this is something you'll never forget. 768 00:37:01,708 --> 00:37:04,791 [groaning, grunting] 769 00:37:13,541 --> 00:37:16,458 [screaming] 770 00:37:33,083 --> 00:37:36,041 [soft dramatic music] 771 00:37:36,041 --> 00:37:39,833 ♪ ♪ 772 00:37:39,833 --> 00:37:41,416 - [laughs] 773 00:37:41,416 --> 00:37:43,375 [laughter] 774 00:37:43,375 --> 00:37:45,833 - We did it. - [squeals] 775 00:37:45,833 --> 00:37:46,875 We did it. 776 00:37:46,875 --> 00:37:48,583 - [gasps] 777 00:37:51,666 --> 00:37:54,583 - Hey, I'm very confused. 778 00:37:54,583 --> 00:37:56,708 - That makes sense. 779 00:37:59,125 --> 00:38:02,125 Rachel, I cannot believe you just burned that cane. 780 00:38:02,125 --> 00:38:05,000 You could have had anything you ever wanted-- 781 00:38:05,000 --> 00:38:08,541 fame and glory, a private island, 782 00:38:08,541 --> 00:38:11,208 a decent-sized trampoline, a velociraptor, 783 00:38:11,208 --> 00:38:13,541 and reusable chopsticks-- those things are awesome-- 784 00:38:13,541 --> 00:38:15,500 a lifetime supply of parmesan cheese, 785 00:38:15,500 --> 00:38:17,083 and a jet pack. 786 00:38:17,083 --> 00:38:21,958 - I already have everything I've ever wanted. 787 00:38:21,958 --> 00:38:23,666 [all chuckle] 788 00:38:23,666 --> 00:38:29,208 ♪ ♪ 789 00:38:29,208 --> 00:38:31,125 Come on, let's go home. 790 00:38:35,791 --> 00:38:37,458 - Someone stole my hand sanitizer. 791 00:38:37,458 --> 00:38:39,458 - You have ten more in your locker. 792 00:38:39,458 --> 00:38:44,541 Okay, but that was my only spare. 793 00:38:44,541 --> 00:38:47,125 -[screams] - [growls] 794 00:38:47,125 --> 00:38:50,583 [car horn honking] - Hey, what's going on here? 795 00:38:50,583 --> 00:38:52,250 - I'm sorry, you're just gonna have to wait 796 00:38:52,250 --> 00:38:53,375 until the director calls cut. 797 00:38:53,375 --> 00:38:55,708 - Director? These are my students. 798 00:38:55,708 --> 00:38:57,541 - No, sir, they're professionals. 799 00:38:57,541 --> 00:39:00,416 - Cut. Moving on. 800 00:39:00,416 --> 00:39:02,083 You keep this up, and I'll bump you up 801 00:39:02,083 --> 00:39:03,750 from associate producer to co-producer. 802 00:39:03,750 --> 00:39:06,291 - I have no idea what any of that means. 803 00:39:06,291 --> 00:39:08,083 - It means I really appreciate your help. 804 00:39:08,083 --> 00:39:10,125 - I'm not doing this for the credit. 805 00:39:10,125 --> 00:39:11,875 What are big brothers for? - [chuckles] 806 00:39:11,875 --> 00:39:14,166 Okay, I've gotta go. Thank you. 807 00:39:14,166 --> 00:39:15,916 More Rick Baker. 808 00:39:15,916 --> 00:39:17,916 - I wrote this for Akiko's movie. 809 00:39:17,916 --> 00:39:19,666 What do you think? 810 00:39:19,666 --> 00:39:21,875 - Honestly... [spooky electronic music] 811 00:39:21,875 --> 00:39:23,833 It rules. 812 00:39:23,833 --> 00:39:25,625 - Now wait until you hear the remix. 813 00:39:25,625 --> 00:39:26,833 - Looking good, Teen Wolf. 814 00:39:26,833 --> 00:39:28,291 - I better be looking good. 815 00:39:28,291 --> 00:39:29,750 Sat in the makeup chair for two hours. 816 00:39:29,750 --> 00:39:31,333 - Here, check this out. 817 00:39:33,583 --> 00:39:35,250 - Seems far-fetched. 818 00:39:35,250 --> 00:39:38,166 - Yeah, who would believe it? 819 00:39:38,166 --> 00:39:40,125 - Hey, you got any plans later tonight? 820 00:39:40,125 --> 00:39:41,750 - I've got something at midnight, 821 00:39:41,750 --> 00:39:43,291 but can't talk about it. 822 00:39:43,291 --> 00:39:45,583 - Hmm, secretive. Sounds interesting. 823 00:39:45,583 --> 00:39:49,416 - It is. [indistinct chatter] 824 00:39:49,416 --> 00:39:51,625 - Do you guys remember you were gonna kick me out of the group? 825 00:39:51,625 --> 00:39:53,666 - We were gonna kick you out? 826 00:39:53,666 --> 00:39:56,916 - I'm not sure. It was kinda left open-ended. 827 00:39:56,916 --> 00:39:58,583 But you were gonna have a vote. 828 00:39:58,583 --> 00:40:00,916 - Huh, really? 829 00:40:00,916 --> 00:40:02,666 I wonder how that would've turned out. 830 00:40:02,666 --> 00:40:05,750 - Guess we'll never know. 831 00:40:05,750 --> 00:40:07,875 [owl hooting] 832 00:40:07,875 --> 00:40:10,791 [soft dramatic music] 833 00:40:10,791 --> 00:40:17,708 ♪ ♪ 834 00:40:20,291 --> 00:40:22,916 - What? - It's time for the vote. 835 00:40:22,916 --> 00:40:24,583 - Vote? 836 00:40:24,583 --> 00:40:26,583 - To see if you get to stay in the group. 837 00:40:26,583 --> 00:40:28,041 - Who's in favor of Rachel staying 838 00:40:28,041 --> 00:40:30,166 in The Midnight Society? 839 00:40:30,166 --> 00:40:37,083 ♪ ♪ 840 00:40:44,166 --> 00:40:47,041 - [giggles] - [laughter] 841 00:40:47,041 --> 00:40:49,666 - Guys. - We so got you. 842 00:40:49,666 --> 00:40:52,083 - Seriously. Why would we kick you out? 843 00:40:52,083 --> 00:40:54,333 You're the best thing to ever happen to this group. 844 00:40:54,333 --> 00:40:57,291 - Accurate, but can we never ever do that ever again? 845 00:40:57,291 --> 00:40:59,083 Very anti-adventure. 846 00:40:59,083 --> 00:41:01,875 - You handled yourself well, Graham. 847 00:41:01,875 --> 00:41:03,666 - [giggles] Thanks. 848 00:41:03,666 --> 00:41:06,500 - Something about our little adventure stuck out to me. 849 00:41:06,500 --> 00:41:08,291 Why Rachel? 850 00:41:08,291 --> 00:41:11,958 Why was she the one destined to stop Mr. Tophat? 851 00:41:11,958 --> 00:41:14,583 Akiko and I have been doing some research. 852 00:41:14,583 --> 00:41:17,208 The tragedy of Marcus Cochran's carnival 853 00:41:17,208 --> 00:41:18,875 turned one little girl into an orphan. 854 00:41:18,875 --> 00:41:21,000 Her name was Alice Hooper. 855 00:41:21,000 --> 00:41:23,000 - She was Rachel's great-great-grandmother. 856 00:41:23,000 --> 00:41:27,750 ♪ ♪ 857 00:41:28,750 --> 00:41:29,416 - [laughs] 858 00:41:29,416 --> 00:41:33,166 - Wait, so this girl became an orphan because of Mr. Tophat, 859 00:41:33,666 --> 00:41:37,541 and then her descendant was the one who ended up defeating him? 860 00:41:37,541 --> 00:41:40,208 - Pretty much. - That's an awesome twist. 861 00:41:40,208 --> 00:41:41,708 - [laughs] 862 00:41:41,708 --> 00:41:44,916 ♪ ♪ 863 00:41:44,916 --> 00:41:47,458 - Well, this sucks. - Why does it suck? 864 00:41:47,958 --> 00:41:49,916 - How's my story supposed to live up to that? 865 00:41:50,791 --> 00:41:52,458 - No pressure, Gavin, 866 00:41:52,458 --> 00:41:55,083 I was kinda wondering if you'd be any good at this. 867 00:41:55,416 --> 00:41:57,083 - Oh, well, this is me at my best. 868 00:41:57,083 --> 00:41:58,791 Just you wait. - [laughs] 869 00:42:00,541 --> 00:42:03,250 Submitted for the approval of The Midnight Society, 870 00:42:03,708 --> 00:42:05,208 I call this story... 871 00:42:06,458 --> 00:42:08,625 [fire whooshes] 872 00:42:08,625 --> 00:42:11,416 "The Return of the Ghastly Grinner." 873 00:42:13,166 --> 00:42:16,458 [grass rustling] 874 00:42:16,458 --> 00:42:17,833 [growling] 875 00:42:18,583 --> 00:42:20,875 - Did you guys hear that? - Nah, what? 876 00:42:21,458 --> 00:42:22,750 - Where is it coming from? 877 00:42:22,750 --> 00:42:25,208 [grass rustling] 878 00:42:25,208 --> 00:42:26,625 [growling] 879 00:42:27,416 --> 00:42:28,833 - I'm not ready for another adventure yet. 880 00:42:28,833 --> 00:42:30,000 - Guys, over there. 881 00:42:32,458 --> 00:42:34,916 [growling] - Can you guys see it? 882 00:42:34,916 --> 00:42:37,250 [dog barking] 883 00:42:37,250 --> 00:42:40,125 [laughter] 884 00:42:40,125 --> 00:42:41,500 - Jefferson. 885 00:42:41,500 --> 00:42:42,625 Jefferson! 886 00:42:47,000 --> 00:42:49,208 What are you guys doing out here? 887 00:42:51,541 --> 00:42:52,916 - Uh... 888 00:42:54,375 --> 00:42:56,000 - [whispering] Somebody say something. 889 00:42:58,833 --> 00:43:01,875 [dramatic music] 890 00:43:01,875 --> 00:43:03,708 ♪ ♪ 891 00:43:03,708 --> 00:43:04,916 Gavin? 892 00:43:04,916 --> 00:43:09,166 ♪ ♪ 893 00:43:14,625 --> 00:43:15,750 So, Adam... 894 00:43:18,916 --> 00:43:20,958 Do you like scary stories? 895 00:43:27,041 --> 00:43:31,000 - ♪ New school, new life, new locker ♪ 896 00:43:31,000 --> 00:43:34,708 ♪ With notes that make you wonder ♪ 897 00:43:34,708 --> 00:43:37,916 ♪ What kinds of stories ♪ 898 00:43:37,916 --> 00:43:41,500 ♪ Likes The Midnight Society ♪ 899 00:43:41,500 --> 00:43:46,166 ♪ She told the tales of Mr. Tophat ♪ 900 00:43:46,166 --> 00:43:50,041 ♪ A man that's friends to no one ♪ 901 00:43:50,041 --> 00:43:52,583 ♪ It's all part of the show ♪