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♪ Look away, look away ♪

♪ Look away, look away ♪

♪ This show will wreck your evening ♪
♪ Your whole life and your day ♪

♪ Every single episode ♪
♪ Is nothing but dismay ♪

♪ So look away ♪
♪ Look away, look away ♪

♪ At school the Baudelaires ♪
♪ Are forced to live in an old shack ♪

♪ Comfort, joy, and safety ♪
♪ Are among the things they lack ♪

♪ They run a lot of laps ♪
♪ Which keeps them in fantastic shape ♪

♪ But you're the one who ought to take ♪
♪ This chance for an escape ♪

♪ Just look away, look away ♪

♪ There's nothing but horror ♪
♪ And inconvenience on the way ♪

♪ Ask any stable person, "Should I watch?" ♪
♪ And they will say ♪

♪ Look away, look away, look away ♪

♪ Look away, look away ♪

♪ Look away, look away ♪

♪ Look away, look away ♪

Who can't be beat?

A dead horse!

- Who can't be beat?
- A dead horse!

Who can't be beat?

A dead horse!

- Who can't be beat?
- A dead horse!

"School spirit" is a curious term.

The phrase might sound as if it refers

to a ghost or other undead phantasm

haunting an educational establishment

like very old gum
clinging to a trophy case.

What "school spirit" actually refers to

is the belief one particular school
is better than another.

Our particular school
is better than others!

Though, as the Baudelaires
were about to learn,

there are worse things
that can haunt a school.

I love the energy. I love it!

- Okay, everyone, settle down.
- Settle down?

Do you hear
what Vice Principal Shapiro just said?

- Nero.
- "Settle down."

How often I hear those words

come out of people's
ears and into my mouth.

"Settle," a word which here means
"settling for less,"

and "down,"
my personal least favorite direction.

Let me tell you a story.

Some years ago, a woman came to me.
She needed my help.

"Coach Genghis," she said to me,

"I'm a failure. I have no job.
My love life is in the pits.

I can't seem to lose
these last 20 pounds."

I bet that describes
just about every one of you, am I right?

- Um, they're schoolchildren.
- Exactly.

And what did I say to her?
Do you think I told her to settle down?

Answer me, pippity-squeaks!

Do you think I told her to...

settle down?

- Probably not!
- Probably not!

Probably not, indeed.

I told her to stand up.

I told her to actualize and incentivize.

I told her to keep her eyes in the
clouds and her feet on the stars.

Do you know what happened?

She died in a mysterious fire.

- Wait, what?
- Settling down is what losers do.

- But the woman you were talking about...
- Settling down started World War I.

Okay, but the story you were telling...

Settling down is what happens
when you bite your lip,

and your lip gets swollen,
so you bite your lip again,

and then you keep biting your lip
over and over.

I don't want that.

Do you want that, Prufrock Prep?

- No!
- Let's bring in the violin!

The whole school is falling for the
treachery of an unhinged villain.

That always happens at pep rallies.

This might be our only chance
to stop him. Sunny, stay here.

_

Stop the music.

- Everyone, listen, please!
- How dare you interrupt a genius!

And his guest violinist.

This man is not a genius.
This man is an impostor.

The term is "improviser."

This so-called gym teacher
is the notorious villain Count Olaf.

As long as he's at Prufrock Preparatory,
nobody is safe.

That's not true. You're jealous.

Throw them off the stage,

and I'll start my dance
over with extra twirls.

Well said, adorable cheerleader.

This man is Count Olaf. We can prove it.

The Baudelaires seem like honest
and decent people.

We should listen to
what they have to say.

Down in back.

Count Olaf, who is wanted
by the authorities

for suspicion of fraud, theft, murder
and child endangerment.

- And arson.
- Who has one eyebrow instead of two.

Why, there's nothing wrong
with being bushy.

If I open my shirt now, you...

- If Count Olaf took off his turban...
- Isn't she marvelous, everybody?

I'm afraid my two glorious eyebrows
will remain hidden

underneath this turban,
which I wear for religious reasons.

And what religion might that be?

Reconstructionist Judaism.

Reconst... ism. Yes, that.

I would never ask you
to remove your turban.

I'm against religious persecution,
but I can't speak for the orphans.

Olaf can also be identified
by the tattoo of an eye on his ankle.

My body is a temple, young man.

I would never sully my skin the way
so many young people do nowadays

with their hedonistic lifestyle
of loud music and abstinence.

Why don't you take off your shoes
and prove it?

- Absolutely not.
- Is that for religious reasons, too?

No, it's because taking
your shoes and socks off is gross.

We can compare Genghis

to the photograph of Olaf
in The Daily Punctilio.

You sound like a boring librarian.

Plus, we don't need newspapers

now that we have
our advanced computer system.

Oh. Uh, you mean that computer.

He's sweating. He's nervous.

No, I'm not.
I have naturally leaky pores.

Will you and your pores please stand

in front of this very expensive
electronic device

and just clear this matter up,
once and for all?

I, uh...

Mmm, this reminds me of a story.

This is not Count Olaf.

- See?
- Yeah, see?

I think this calls
for a little democracy,

my second favorite style of government.

How many of you want to hear
more tiresome accusations

hurled at an innocent man from orphans?

Investigate further!

We demand that this issue
get further scrutiny!

And who here wants to hear
about an exciting new program

that is sure to blast your school spirit
right out your blowhole?

Students! Faculty!

Don't worry if every exercise program
you have tried has failed you,

because I am here to fail you more

by putting the "whip"
back into "whip you into shape."

Everyone, get on your feet,
and let's try something

that I invented one lonely night
at a truck stop, called jumping jacks.

Here we go. Ready?

One! Two! Okay. All right. All right.

Let's cool it down. Let's cool it down.

We don't want to ham up
the old hamstrings. Whoa!

Oh, God, can someone
say, "Class dismissed

- for ice water and some deep breaths"?
- Um...

I know. I'll be okay.
I just need a second.

- But the...
- What?

What?

Yeah. Oh.

Yes! Yes!
One last thing, everybody.

As anyone who has been
to junior college knows,

orphans tend to have unsound bodies,

which leads to paranoia, delusion
and untapped wealth.

That's why I have developed
the Special Orphans Running Exercises,

or S.O.R.E. for short,

which I will be offering
to a few select students.

Will the orphans in the house
please stand?

Okay, okay.

I choose...

you.

And...

oh, you.

And little baby secretary
I've heard so much about.

_

The three of you will report
to the athletics field at sundown

and every night until further notice.

This does not excuse you
from missing my nightly violin recital.

You're going to owe me candy.

That's the sort of leadership
I was talking about.

You are a genius.

- You're a genius for noticing.
- You're the genius for saying so.

- You're a genius for agreeing.
- All right, I'm the genius.

Drat! Everybody is dismissed!
This pep rally is over.

Whatever you're up to, Count Olaf,
we will put a stop to it.

Really?

Because it seems to me
if you had the skills to stop me,

we wouldn't be having this batch
of episodes in your new lives.

Oh, orphans, your parents
really taught you nothing at all.

They taught us to survive.

Well, I guess those who can't do, teach.

See you at sundown.

He found us again. Everywhere we go,
he shows up to steal our fortune.

How can he get our fortune
as a gym teacher?

There's treachery
lurking in most exercise programs.

I can't believe he
fooled everyone again.

Not everyone.

Don't worry, Baudelaires.
Don't feel disgrace.

The Quagmire triplets are on the case.

You're kind and generous,
but we can't let you get involved.

Violet's right. Olaf is too dangerous.

He's too dangerous for
you to face alone.

We can run away. All of us.

Our parents own
the famous Quagmire Sapphires,

so when we come of age,
we can live on our own.

We're not of age yet.
Besides, we tried running away

and ended up working in a lumber mill.
Count Olaf still found us there.

That's a picture of our parents.

- Our parents, too.
- They did know each other.

We had this photo in our library.
We never paid attention to it.

I bet there were other mysteries
we never noticed.

- Like a spyglass.
- Or a book.

We need to survive long
enough to find it.

The librarian said to check back
in a day or so.

We don't have a day or so.
It's almost sundown.

I'm here to deliver a special message
to the Baudelaires.

♪ The sun is setting, hooray ♪
♪ Hooray ♪

♪ Coach Genghis sent me here to say ♪
♪ The Baudelaire orphans go to the field ♪

♪ And my name is Carmelita! ♪

That doesn't rhyme.

Only cake-sniffers care
about poetic form.

"He laughed at his own foolishness.

Ha-ha-ha.

As he laughed, he noted the numbness
in his bare fingers.

Also, he noted the feeling which had
come to his toes when he sat down

was already fading away.

He wondered whether the toes
were warm or numb.

He moved them inside the moccasins."

Jack London, if I'm not mistaken.

- What?
- The story you were just reciting

is by Jack London.

Snicket?

Jacques Snicket.
Did somebody call for a taxi?

Punctuation, orphans.
Punctuation.

- Punctuation?
- The art of arriving not late.

That's punctuality.

You said to be here at sundown.
We're not late.

That's curious.

Someone just referred to you
as the late Baudelaires.

Maybe they were talking
about your parents.

That reminds me of a story
that I'm gonna tell you.

Some years ago, a set of wealthy
children came to me, needing my help.

There were three of them, one of each.
Girl, boy and baby.

"Coach Genghis," they said to me,
"we're failures.

Our parents have abandoned us
for careers as burnt-up skeletons.

We have nothing in our lives
but all these bags of money,

and they're making us failures
who read books and stuff."

And do you know what I told them?

I know this one.
Did you tell them to stand up?

They were already standing.

To actualize and incentivize?

That doesn't mean anything.

I told them to put on
some very expensive running shoes

and then to take
this bucket of luminous paint.

"Luminous" is a word I invented
for things that glow in the dark.

We know what "luminous" means.

And then they are to drag this bucket
around and around

until they have made
a luminous circle on the ground.

That's it?

Yes, that's my exercise program.

Genius ideas are simple,
like the wheel or neurosurgery.

The orphans will run around
and around and around in a circle

to exercise their
mother- and father-less legs.

Um, okay, but what are you going to tell
the Baudelaires to do?

- What am I...
- Yeah.

- It's the same.
- What's the same?

Isn't it time
for your little light to shine?

Oh, I need a few minutes
to rosin my bow.

Don't say that in front of the children.

Whatever you're up to, Olaf, we will...

I've got to get the book
to the Baudelaires.

Try not to speak until
we get some hot chocolate in you.

Well, well, if it isn't a cake-sniffer
and his cake-sniffing friend.

You must be Carmelita Spats.

How do you know who I am?

I work for an organization that keeps
tabs on young people of interest.

Well, obviously.
I'm interesting.

Interesting can mean
a few different things.

A polka-dot suit is interesting,
but no one looks good in one.

This man here is my friend,

and I don't appreciate
anyone mistreating my friends,

no matter what age they are.

Oh, and by the way,
I believe it takes one to know one.

Cake-sniffer.

- You stood up for me.
- Going back to school can be traumatic.

That's why I keep
a trauma blanket in my cab.

My hero.

Quagmires! What can I do
for you two triplets?

We know it's after hours,
but did you find that book?

I'm sorry.
I know you're desperate to get it.

It's not just the book.
There's a whole mystery.

There certainly is.

I couldn't find the book,
so I poked around.

It's not in any system.
It's like it doesn't exist.

Who dares not be in the auditorium
for my recital?

The children had
a question about the library.

The library is closed until further
notice by order of the gym teacher.

He can't close the library.

I should have looked over
his contract more closely. Or at all.

He's also designated
the freezer as off-limits,

so there go all my Popsicles.

It's only temporary, though,

until he gets his
Special Orphans Running Exercises

and what he wants, something,
blah, blah, blah, blah, blah.

Now get moving, twins.

- We're not twins.
- Our brother Quigley...

"Our brother Quigley died in a fire."
I know.

Try to work up some pleasant small talk
for a change.

Keep running, orphans.
Run for your lives.

- What are we doing?
- Uh, running in circles.

How does that help Olaf
steal our fortune?

- I don't know.
- Something else has to happen.

There's no way he'll make us
run laps all night.

I brought you a quintuple macchiato
so you can make them run all night.

You want me to keep you company?

- I know I get lonely sometimes.
- Why don't you check out the concert?

Oh. Okay.

That's what I'm saying. Olaf is here.
My disguise was discovered.

The library is closed,

and there's a girl
who keeps tap dancing.

- Jacquelyn.
- You can't leave the Baudelaires alone.

They've made friends.

There's a stunningly skillful librarian
who's keeping an eye on them.

You should see her shelve books.

There's one book I'm worried about.
Did you give it to the Baudelaires?

I'm sorry. I'll go right back now and...

Jacquelyn.

I need to get Larry into the city
to be treated for frostbite

and overexposure
to off-brand dishwashing liquid.

I'll leave the meter running
and be back at Prufrock soon.

I'm leaving for the day,
and I'll be buying some candy.

Hurry. These are dark days.

That night was indeed a dark day.

All nights are dark days,

because night
is simply a badly-lit version of day.

But a dark day also refers to a time

when something terrible is going on.

It was a dark day for
Count Olaf's troupe,

who were not good enough actors
to pretend to be awake.

It was a dark day in
the history of music,

as Vice Principal Nero,
who could not play violin,

insisted for several hours
on doing so anyway.

It was a dark day for the Quagmires,

who hoped to help the Baudelaires
any way they could.

And it was a dark day for the faculty,

including Mr. Remora,
who was developing a sore on his lip,

and Mrs. Bass, who would be arrested
shortly for bank robbery.

Not to mention the school librarian,
whose own fate...

would be even worse.

But, of course, the night
was the darkest day for the Baudelaires,

as they ran lap after lap
after lap after lap...

night after night

after night after night...

... knowing nothing
of Count Olaf's plan.

Nothing of how they
could defeat his treachery.

Nothing but their own
desperate exhaustion...

... acute boredom,

and the terrifying knowledge

that always approaching
was another dark day,

a phrase which here means

"more time at school."

Pop quiz.

Everybody grab a piece of paper
and write down everything they remember

about the time I spilled soup
on my sweater,

including the vegetables in the soup,

the washing instructions for the sweater

and the number of geese on the farm

where my in-laws
opened their bed and breakfast.

Pop quiz! Question number one.

What is the circumference
of yesterday's pomegranate?

Question two. What are
the dimensions of the vault

at Mulctuary Money Management?

Question three. How far apart
in decimeters are the security cameras?

I need you to really pay attention
to these numbers

and give me exactly what I'm asking for.

Dear Mr. Mozart,
I have now written you six times

and I can think of no possible reason
why you've not replied.

Perhaps you're afraid

of a little competition?

If I'm not mistaken,
you've written 41 symphonies.

I've written over 4,000.
I'm writing one right now.

It's called,
"Why Won't You Write Me Back?"

You must be on your last leg.

I haven't been this exhausted

since I stayed up all night
with my first Tesla coil.

At least you weren't late to class.

I've never flunked a test,
but I got every measurement wrong.

Of course you flunked.

Olaf has been making you run laps
every night.

We're no closer
to figuring out his scheme.

It's like that luminous
circle he made us paint

is a giant glowing zero.

We know zero about it.

He's hoping
you'll be so sick of running,

you'll hand over your fortune?

He's had stranger plans.
If only the library weren't closed...

Cake-sniffers talking about a library.

Is there anything less adorable?

Go away, Carmelita.
We're not in the mood.

But I'm here to deliver
a special message to the Baudelaires.

♪ Vice Principal Nero ♪
♪ Wants to see you right away ♪

♪ Because he's very
mad at you today ♪

♪ I'm the cutest girl in town ♪
♪ And my name is Carmelita! ♪

It doesn't rhyme.

♪ Cake-sniffers are all jealous of me ♪
♪ Because I'm C-U-T-T-E ♪

♪ Dancing and singing is my thing ♪

♪ And my name is Carmelita! ♪

None of this rhymes!
Songs have to rhyme.

- There's 12 more verses!
- We get the message.

Coach Genghis tells me that even after
running laps for nine hours,

you remain out of shape and winded.

Your teachers say you've flunked
quizzes in personal anecdotes

and measuring random objects.

And finally, don't even get me started
on Sunny's employee evaluation.

I couldn't be more disgusted
if I'd written it myself.

- You did write it yourself.
- "You did write it yourself."

Luckily, your new gym teacher
has a solution. Jim.

Let me tell you a story.

- Homeschooling.
- What?

Homeschooling. It means staying at home,
sitting at your kitchen table,

instead of clogging up a classroom.

Vice Principal Nero, Mr. Poe
specifically placed us at Prufrock.

Mr. Poe wants us to stay here
at least a trimester.

Keep your grades up,
or I'll toss you three out on your ears.

Your wealthy ears.

Tomorrow morning,
your teachers will give you both

more-or-less comprehensive exams
in front of the whole school.

And for Sunny, a
professional reappraisal

featuring a special sequence
of demeaning menial tasks.

If you fail,

it's off to Coach Genghis'

Ultra-Dynamic Life-Ending Workshop.

- We'll pass those exams.
- Of course we will.

If you'll excuse us,
we're going to study in our shack.

You don't have much time.
You're due at the athletic field

for Special Orphan Running Exercises
in a matter of hours.

- We still have to run laps?
- Of course.

And it doesn't mean you'll be excused
from the violin recital.

Looks like more candy for me.

We can't study for comprehensive exams
and run laps all night.

We'd have to be two places at once.

Consider this a learning experience,
orphans.

It's important you figure out

the balance between academics
and extracurricular activities.

Listen to us! This man is...

This is not Count Olaf.

Oh, goodness, how careless of me.

Now, what is it you were saying?

Violet,
Olaf is waiting for us at sundown.

We don't have much time.

- I said we don't have...
- I've got it.

We're listening.

Coast is clear.

Find some glasses.

This'll work.

- These'll come in handy.
- We need something for the body.

- Flour.
- Perfect.

I'm impressed you know
how to pick a lock.

You'd be surprised
how often it comes in handy.

This knot's called the Devil's Tongue.

It was invented by female Finnish
pirates in the 15th century.

How do I look?

Different. Which is good.

Not that you didn't
look good before. I mean,

you do, you did, do look...

Sunny, how are those glasses coming?

You guys can still back out now.

We can find another
way to pass the test.

My sister and I won't sit...

- We'd better hurry.
- Us, too.

I have this feeling
we're never going to see you again.

You could go back to your broom closet
and forget about this.

- Is that what your parents would do?
- Our parents aren't here.

I bet they taught you the same thing
our parents taught us.

- What?
- What friends are for.

We have to be careful sneaking out.

You guys go first,
and we'll wait till it's clear.

Duncan... you'll need these.

Perfect.

And Isadora, take this. Keep it.

If anything goes wrong,
you might need a spyglass.

I don't think anything will go wrong.

We'll see you Baudelaires before long.

- What was that?
- A couplet.

Sitting with friends,
talking about something important

is one of the most powerful
and necessary forces in the world.

It is the way
so many noble organizations begin,

with a conversation between associates

or even brothers.

People gathered together
to fight treachery,

as the Baudelaires and Quagmires
gathered together at Prufrock,

is the reason
that so much wickedness is defeated.

My brother told me that.

I'd give anything to sit and...

talk with him again.

- You're late!
- Sorry, boss.

Not you. Them.

That waiter is long gone.
We searched everywhere.

- Mysterious!
- Somebody broke him out by smashing the door.

- Dastardly!
- And then they left in a taxi.

- Expensive.
- Enough! Leave me alone so I can finish my plan.

Me, too?

I can't believe I'm here.

Staying up all night
in the athletic field

waiting for things to go my way,

just like when I was in school.

My whole life is going
around and around in circles.

Like those things a hamster plays on
before you put it in the oven.

- Aw.
- Well, it ends here.

All right, orphans, start going
around and around in circles.

What did Mr. Remora have
for dessert last Tuesday?

- A pudding.
- What kind of pudding?

- I don't know. Butterscotch?
- Rice.

Rice pudding, rice pudding.
I have to remember that.

How's the staple remover going?

_

I know we're doing
this for serious reasons,

but it's exciting.

It may not be particularly wise,
but it's a thrill to be in disguise.

I was young. I
was finding myself.

Trying out new fashion, new music,

playing with matches,
that sort of thing.

- His collar! It dribbled on his collar.
- Correct.

I had it tough at school.

Did I tell you what my nickname was?

Did you tell me your name?

- Wait...
- What?

- Wait.
- What?

The baby's pooped out.

She's stopped running. She's
standing there like a bag of flour.

Run, baby, run!

- Uh-oh.
- Maybe she needs a good kick to get moving.

Get moving, baby.

- What do we do?
- Keep running.

Can we make it to the broom closet?

There's a better place.

Oh, baby, baby...

Are you okay? Huh?

Stay here.

Blast you, crumbling infrastructure.

Boss.

- You scared me.
- Sorry.

I looked for them,
but it was dark and creepy.

All right. Stay and guard the library.

All smarty-pants kids end up there.

- Did baldy get the car?
- Yeah, but you have a little, uh...

- What?
- On your face.

- I do?
- Yeah.

Did I get it?

There's still a bit on the other side.

On the...

I...

Thumbs up.

Oh.

Right, 'cause you don't have...

We have to warn them.

We can't go anywhere
with him guarding the door.

The Baudelaires can pass that test.

Look.

The spyglass.

Let's do some studying of our own.

What color were the cows
on the dairy farm?

Brown and...

That explains the fire.

- We've seen that man.
- It's all connected.

How long was the navy blue scarf?

Klaus?

- VFD?
- What do you think it could mean?

What's so important about a sugar bowl?

Baudelaires, are you ready
for the worst morning of your...

- Good morning!
- Ahh! What are you doing here?

I'm Arthur Poe
from Mulctuary Money Management.

I know who you are.

Really? You do?

Uh, it's my job to know.
I'm a gym teacher.

Obviously. You're a grown man
wearing athletic shoes.

I'm looking for the Baudelaires.

I understand they've missed
several violin recitals,

and that Vice Principal
Nero is thereby entitled

to several bags of candy.

So am I.

And who are you, little girl,
besides adorable?

My name is Carmelita Spats,

and I deserve candy
for bringing the Baudelaires to you.

I suppose that more or less follows.
Here you go.

Hmm. They're in that shack.

- "Shack"?
- Nobody said "Orphan Shack."

The auditorium is this way.

Tell me, would you ever be interested
in a self-actualization workshop

- held in the vault of your bank?
- I'd consider it.

♪ The sun has come up ♪
♪ The day has begun ♪

♪ Watching you flunk
will be so much fun ♪

♪ Because you're just orphans ♪
♪ And you're probably dumb ♪

♪ And my name is Carmelita! ♪

Maybe I'm just tired,
but I think she's improving.

This is not Count Olaf.

This is not Count Olaf.

Who can't be beat?

A dead horse!

- Who can't be beat?
- A dead horse!

Who can't be beat?

A dead horse!

Who can't be beat?

This is not Count Olaf.

- Who can't be beat?
- A dead horse!

Baudelaires!

Mr. Poe, what are you doing here?

Well, I'm giving you
a very disappointed look.

You've been spending too much time
with extracurricular activities.

I don't think homeschooling
is the answer,

but I brought along
the necessary paperwork,

as suggested by Vice Principal Nero

and by a gym teacher
who I met wandering around outside.

That gym teacher is Olaf in disguise.

He tracked us down

and is in the middle of a
scheme to steal our fortune.

Olaf? But... what about the
computer system Nero told me about?

- It hasn't worked.
- This is not Count Olaf.

- It certainly appears to be working.
- There you are.

- You must be Vice Principal Nero.
- Is that candy?

The computer system didn't recognize
Olaf, because he's in disguise.

What sane man would disguise himself
four times in a row?

Believe me, Poe,
I've seen this sort of thing before.

Children will say anything
to explain getting bad grades

and failing at their work
as administrative assistants.

- Assistants?
- Sunny's been working as a secretary.

Sunny should be in preschool.
That doesn't seem suitable.

_

If they flunk these exams,
the Baudelaires will be expelled,

so it hardly matters now.

This is not Count Olaf.

Oh! Coach Genghis, come on in.

Good morning! Today is the first day
of the life of your rest.

First life of the rest of your day.

- Mmm-mmm. No. No.
- Today...

Why on the candy?

Today is the first day
of the life of your rest.

That's what I said.
I said it the right way the first time.

This so-called Coach Genghis
is Olaf in disguise.

Klaus, you can't argue with technology.

Well said, Hat Stevens.

You must be a very
self-actualized person.

- Well, I do eat a lot of yogurt.
- Delicious!

Showtime. So let's go... time.

Remember, you will die!

Remember, you will die!
Remember, you will die!

Remember, you will die!

Remember, you will die!
Remember, you will die!

Remember, you will die!

Remember, you will die!
Remember, you will die!

Remember, you will die!

- Remember, you will die!
- Yes! Yes, let's hear it.

I want your energy dumped on my head

so it can run down my face like lotion.

Yes! Yes!

Whoo!

- I feel it. Can you feel it, Caligula?
- Nero.

This school has
a new kind of spirit energy.

A sense of unity and joy
which you usually cannot find

unless you are at a birthday party
or a public hanging.

I must admit,
I'm a little excited to see this.

I think the flunking
of the Baudelaire children

out of this school is
bringing out the best of all of us.

And so, without further ado...

A violin cadenza
in the style of the Human League!

- Whoa, whoa, whoa. No.
- What? No?

Let's not get ahead of ourselves.

Hey, Gomorrah! Sass!

It's Mrs. Bass, and my name is Remora.

We'll find out who's full
of remora soon enough.

Test them! Test them! Test them!

Test them! Test them!

Test them! Test them! Test them!
Test them!

Violet, in the story
about my pet donkey,

- how many miles did the donkey run?
- Six.

"Six."

Yes, that's correct.

Rats!

Klaus, how long was the book
with the yellow cover?

- Nineteen centimeters.
- "Nineteen centimeters!"

Correct!

Sunny Baudelaire, I need you to organize

these file cards of students
who owe me candy.

But not by name! No!

But by the color of candy I want.

Oh, that's very
impressive, I must admit.

Klaus, how long was
chicken breast number seven?

Uh, ten centimeters.

I take pride in how well
the Baudelaires are doing.

It reflects well
on Mulctuary Money Management

that they can recite
facts from anecdotes,

remember certain metric measurements,

and perform
secretarial duties competently,

relatively soon
after the loss of their parents.

- Will you excuse me, please?
- Oh, yes.

How long was hot water bottle number 53?

Uh, 45 centimeters.

In a world governed by corruption
and arrogance,

it can be difficult to stay true

to one's philosophical
and literary principles.

In a world governed by corruption
and arrogance,

it can be difficult to stay true
to one's philosophical

and literary principles.

It's something
you don't need to hear twice,

because you already know that it is so.

It can sometimes be
overwhelming to witness

the series of unfortunate events
that rumble through one's life

like a mysterious automobile
with its engine running.

Which is why some people need to
excuse themselves from time to time

to a place where the world is quiet.

Like a crystal ball ready for anyone
who has an important question.

I urge you to do the same.

Look away from this austere academy
before it is too late.

This episode in the lives
of the Baudelaires is nearly over,

but there is still time
for it to get much worse.

We've come to the end
of the comprehensive exams

and the professional reappraisal
for the Baudelaires.

Violet is a fine student and passes
language arts with high marks.

I've never encountered anyone

more fluent in the metric system
than Klaus.

He gets an A-plus,
two centimeters by one centimeter.

I hate to admit it, but Sunny
is a fantastic administrative assistant.

Look...

She edited my résumé,
highlighting my musicianship...

without drawing attention to the fact
I never graduated middle school.

_

What my sister means
is, did we all pass?

No. You're not adorable enough to pass.
You flunked!

You flunked!

You flunked! You flunked! You flunked!

No, no. No, no, no.

I share your discomfort
with orphans, Carmelita.

I have to admit
the Baudelaires pass with flying colors.

Mr. Poe, I will allow them
to stay the remaining trimester,

and you may leave
after giving me the candy.

Thank you, Vice Principal Nero.
And Baudelaires,

the, uh, disappointment I expressed
earlier has been lifted by the fact

you clearly memorized facts and anecdotes
to the best of your abilities.

Sunny, I may consult with you later

about the bank's
latest quarterly report,

which could use a more dynamic layout.

Not yet you won't.

This is a comprehensive exam, isn't it?

I'm the gym teacher,
and I haven't given my test.

According to
the Prufrock Preparatory Handbook,

gym teacher evaluations are worth
a full 51% of their grade.

That is actually correct.
But how did you know?

A long time ago,

a handsome young man
was expelled from this very school,

on this very stage,
for that very reason.

So, one last challenge, Baudelaires.

And this one will determine
your entire future.

- We'd be happy to run laps.
- We're in extremely good shape.

There's a better way
to test your physical princess.

- You mean "prowess."
- I think I mean "arms."

Arm wrestling. No holds barred.

Against an opponent who is as heavy
and as slow as a bag of flour.

Sunny Baudelaire.

Nerds, arm wrestling furniture!

- Five bucks on Genghis!
- This isn't fair!

You're a full-grown adult.
Sunny's a baby.

- That hardly seems sporting.
- Fine, I'll take on the bookworm.

- That seems fair.
- You can take the both of us.

Uh, I'll pass.

What's wrong?
Afraid you're not strong enough?

A real gym teacher could do it.

Yes, Coach Genghis,
surely you're stronger than

two simpering schoolchildren.

Of course I am!

This reminds me of a story.

Some time ago, three orphans came to me
needing my help.

"Coach," they said to me,
"we're complete failures.

We have an enormous fortune,

and we're keeping it all to ourselves
out of our own selfishness.

How do we learn to share?

How do we learn to give up
in the face of all-powerful,

very good-looking physical strength?"

And do you know what I told them?

You can never give up.

You can never give up if you find
yourself in terrible circumstances.

You must keep struggling.

You must struggle
until you find a safe place to live.

You must struggle until you find
noble and reliable friends.

- Struggle...
- And struggle...

Until the world can see
who you really are.

That kid came out of nowhere!

Holy Beethoven,
I see what you mean, Baudelaires!

- Finally!
- What you mean...

is that I should keep on struggling,

and then perhaps I'll be invited
to join a legitimate orchestra.

No, that's not what we mean at all.

- Your shoe, sir.
- Look at the tattoo on his ankle!

Egad! I'd know that ankle anywhere!

You flatter me, kind sir.

Don't call me "kind sir," kind sir.

You're Count Olaf.
That tattoo proves it.

It's too late to cover it up
with a probably overpriced running shoe.

I am not covering up anything.
I need to wear these.

Don't be ridiculous!

Why would a notorious criminal
need running shoes?

Boss.

For running.

Go after him! Mr. Poe!

- Sunny...
- _

Wow! They're fast!

They have been running laps
for a couple weeks.

Go, horsey, go!

Klaus! We found the answers!

- Isadora!
- Duncan!

- What can we do?
- Keep running.

VFD! You have to remember!

VFD!

- Isadora!
- Duncan!

We found the book!

VFD!

- Violet! Klaus!
- Help!

Could someone please shut those kids up?

- Klaus, Baudelaires!
- Shh!

- Please help us! We found the book!
- VFD!

- Isadora.
- Duncan.

If you have lost a friend,

you know it makes
your world feel incomplete,

like a puzzle with a piece missing,
or one half of a broken spyglass.

I'm sorry to tell you
that this story does not end

with the rescue
of two brave and noble triplets.

This story ends the way all stories end.

With the motto
of Prufrock Preparatory School.

That motto is "memento mori,"
and it means...

Remember, you will die.

- Synced and corrected by chamallow -
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