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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]
# I'm not afraid of the dark #
264
00:22:50,040 --> 00:22:52,480
# I'm not afraid of the dark #
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
269
00:23:01,010 --> 00:23:05,560
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