1 00:00:01,089 --> 00:00:03,929 [shutters clicking] 2 00:00:03,992 --> 00:00:05,692 - Mr. Cochran! - Mr. Cochran. 3 00:00:05,761 --> 00:00:08,591 - Mr. Cochran, the whole town is buzzing in anticipation 4 00:00:08,663 --> 00:00:10,893 of the opening night of your carnival. 5 00:00:10,966 --> 00:00:12,696 What was your inspiration? 6 00:00:12,768 --> 00:00:15,468 - My father had one dream-- 7 00:00:15,537 --> 00:00:20,007 that I would succeed where he could not. 8 00:00:20,075 --> 00:00:22,905 See, my father had the worst luck. 9 00:00:22,978 --> 00:00:25,318 Life dealt him a bum hand. 10 00:00:25,380 --> 00:00:27,150 No matter how hard he tried, 11 00:00:27,215 --> 00:00:30,245 things never seemed to go his way. 12 00:00:30,318 --> 00:00:32,588 And when I was very young, he got sick, 13 00:00:32,654 --> 00:00:34,754 and then he died, 14 00:00:34,823 --> 00:00:37,353 poor and destitute. 15 00:00:37,426 --> 00:00:40,526 He left behind only one possession. 16 00:00:40,595 --> 00:00:42,425 A gold coin. 17 00:00:42,497 --> 00:00:44,467 This one. 18 00:00:44,533 --> 00:00:47,433 This one, here. [crowd whispering indistinctly] 19 00:00:47,502 --> 00:00:50,162 I came to this country with one goal-- 20 00:00:50,238 --> 00:00:54,208 to become the man my father knew I could be. 21 00:00:54,276 --> 00:00:58,116 I wanted to grab the American dream with both hands 22 00:00:58,180 --> 00:00:59,750 and never let it go. 23 00:00:59,815 --> 00:01:03,885 And then I remembered a story my father told me 24 00:01:03,952 --> 00:01:08,252 about his one good memory as a child-- 25 00:01:08,323 --> 00:01:13,053 the day the carnival came to town. 26 00:01:13,128 --> 00:01:16,298 And I knew then what would lie ahead for me. 27 00:01:16,364 --> 00:01:19,164 What I would dedicate all of my time 28 00:01:19,234 --> 00:01:21,264 and talent and resources to. 29 00:01:21,336 --> 00:01:23,736 I would dedicate it to bringing you the very show 30 00:01:23,805 --> 00:01:27,005 that you will see this evening. 31 00:01:27,075 --> 00:01:30,975 It is the end result of all of my labor. 32 00:01:31,046 --> 00:01:32,476 The ma-- - Mr. Cochran. 33 00:01:32,547 --> 00:01:34,947 What do you say about reports that you're behind schedule, 34 00:01:35,016 --> 00:01:37,386 yet refusing to delay the opening? 35 00:01:37,452 --> 00:01:40,682 That your rides may not be ready for paying customers? 36 00:01:42,557 --> 00:01:44,897 - I would say that those reports are nonsense. 37 00:01:44,960 --> 00:01:48,600 This carnival is my legacy, 38 00:01:48,663 --> 00:01:51,293 and I would not jeopardize my good name 39 00:01:51,366 --> 00:01:54,366 by putting people in danger. 40 00:01:54,436 --> 00:01:57,206 - [breathing heavily] 41 00:01:59,341 --> 00:02:02,241 [The Cramps' "Human Fly"] 42 00:02:02,310 --> 00:02:04,080 ♪ ♪ 43 00:02:04,146 --> 00:02:05,546 [bell ringing] 44 00:02:05,614 --> 00:02:07,514 - ♪ When I'm a human fly ♪ 45 00:02:07,582 --> 00:02:09,542 ♪ I, I said F-L-Y ♪ 46 00:02:09,618 --> 00:02:11,988 ♪ I say buzz, buzz, buzz ♪ 47 00:02:12,053 --> 00:02:13,913 ♪ And it's just because ♪ 48 00:02:13,989 --> 00:02:16,089 ♪ I'm a human fly ♪ 49 00:02:16,158 --> 00:02:17,628 ♪ And I don't know why ♪ 50 00:02:17,692 --> 00:02:21,962 ♪ I got 96 tears and 96 eyes ♪ 51 00:02:22,030 --> 00:02:23,970 ♪ I got a garbage brain ♪ 52 00:02:24,032 --> 00:02:25,962 ♪ It's driving me insane ♪ 53 00:02:26,034 --> 00:02:27,864 [soft dramatic music] 54 00:02:27,936 --> 00:02:30,736 - [sighs] 55 00:02:30,805 --> 00:02:32,305 - Hey, are you okay? 56 00:02:32,374 --> 00:02:33,634 You left class during first period 57 00:02:33,708 --> 00:02:35,208 without telling anyone why. 58 00:02:35,277 --> 00:02:37,577 - Has anyone heard from Gavin? 59 00:02:37,646 --> 00:02:38,776 - No. 60 00:02:38,847 --> 00:02:40,077 - Yeah, me neither. 61 00:02:40,148 --> 00:02:41,848 But we don't really, like, talk. 62 00:02:41,917 --> 00:02:43,147 Or text. 63 00:02:43,218 --> 00:02:45,888 Our relationship is mostly non-verbal. 64 00:02:45,954 --> 00:02:48,484 You know, I've never seen this place in the daytime before. 65 00:02:48,557 --> 00:02:49,687 - Yes, you have. 66 00:02:49,758 --> 00:02:51,158 - Uh, what? 67 00:02:51,226 --> 00:02:52,656 - You were here two days ago. 68 00:02:52,727 --> 00:02:54,127 - No, I wasn't. 69 00:02:54,196 --> 00:02:56,726 - Looks super different, like, less-- 70 00:02:56,798 --> 00:02:59,438 - Spooky? 71 00:02:59,501 --> 00:03:00,931 - How did you know I was gonna say that? 72 00:03:01,002 --> 00:03:03,732 - Louise prefers it spooky. 73 00:03:03,805 --> 00:03:06,505 - Rachel, are you reading our minds right now? 74 00:03:06,575 --> 00:03:07,605 - No, I-- 75 00:03:07,676 --> 00:03:09,576 - Oh my God, Graham, psychic powers aren't real. 76 00:03:09,644 --> 00:03:11,104 - I am thinking of a number between one and seven. 77 00:03:11,179 --> 00:03:12,549 - Right? - No. 78 00:03:12,614 --> 00:03:15,684 I don't have psychic powers. 79 00:03:15,750 --> 00:03:18,890 But I do need to tell you guys something. 80 00:03:18,954 --> 00:03:20,814 When Graham auditioned to join the group, 81 00:03:20,889 --> 00:03:22,259 what was his story? 82 00:03:22,324 --> 00:03:24,184 - Something about a vampire leprechaun? 83 00:03:24,259 --> 00:03:25,399 - It wasn't a vampire leprechaun. 84 00:03:25,460 --> 00:03:26,500 - You literally told a story 85 00:03:26,561 --> 00:03:28,061 about a leprechaun who drinks blood. 86 00:03:28,129 --> 00:03:29,499 - But that doesn't make it a vampire. 87 00:03:29,564 --> 00:03:31,534 Mosquitoes drink blood. Are they vampires? 88 00:03:31,600 --> 00:03:33,440 - What was Akiko's first story? 89 00:03:33,501 --> 00:03:35,401 - A haunted pet shop, right? 90 00:03:35,470 --> 00:03:37,210 - Cursed pet shop. 91 00:03:37,272 --> 00:03:39,532 - And Louise? - Alien abduction. 92 00:03:39,608 --> 00:03:42,048 - Which I still say doesn't count because it's sci-fi. 93 00:03:42,110 --> 00:03:43,480 - It was really scary. 94 00:03:43,545 --> 00:03:44,645 - It's still sci-fi. 95 00:03:44,713 --> 00:03:46,273 - Have you seen "Fire in the Sky"? 96 00:03:46,348 --> 00:03:47,548 It's an alien abduction movie. 97 00:03:47,616 --> 00:03:49,246 I asked my mom if I was allowed to see it. 98 00:03:49,317 --> 00:03:51,117 She said, "No, you're too young." 99 00:03:51,186 --> 00:03:52,386 I watched it anyway. 100 00:03:52,454 --> 00:03:53,814 You know what I realized that night? 101 00:03:56,391 --> 00:03:57,751 I was way too young 102 00:03:57,826 --> 00:03:59,156 because it was the scariest thing I've ever seen. 103 00:03:59,227 --> 00:04:02,267 - [sighs] What was my story? 104 00:04:03,632 --> 00:04:05,692 - It was-- - Um... 105 00:04:05,767 --> 00:04:08,107 - Um... - I--I don't know. 106 00:04:08,169 --> 00:04:09,439 - I have no clue. 107 00:04:09,504 --> 00:04:11,434 - So you're all saying, 108 00:04:11,506 --> 00:04:13,906 I told a good enough story to join your ranks, 109 00:04:13,975 --> 00:04:16,305 and none of you can remember what it was? 110 00:04:16,378 --> 00:04:17,708 - How is that even-- 111 00:04:17,779 --> 00:04:19,719 - Possible? Good question. 112 00:04:19,781 --> 00:04:26,381 ♪ ♪ 113 00:04:26,454 --> 00:04:27,654 - Bartholomew? 114 00:04:27,722 --> 00:04:30,322 - I told you a story about a carnival 115 00:04:30,392 --> 00:04:32,452 and an evil man named Mr. Tophat. 116 00:04:32,527 --> 00:04:33,657 [man laughs wickedly] 117 00:04:33,728 --> 00:04:35,128 Then we all woke up the next day 118 00:04:35,196 --> 00:04:36,966 to discover the carnival was real. 119 00:04:37,032 --> 00:04:40,062 It came to this town. [fire whooshes] 120 00:04:40,135 --> 00:04:43,435 And then Adam went missing. 121 00:04:43,505 --> 00:04:46,275 And now Gavin's gone missing. 122 00:04:46,341 --> 00:04:49,201 You've all sat around this campfire and told scary stories 123 00:04:49,277 --> 00:04:52,877 for longer than I even know. 124 00:04:52,947 --> 00:04:55,817 But right now, you're in the middle of a real one. 125 00:04:58,420 --> 00:05:00,420 And we've reached the final act. 126 00:05:00,488 --> 00:05:02,128 [thunder rumbles] 127 00:05:02,190 --> 00:05:04,090 I know what you think. 128 00:05:04,159 --> 00:05:06,829 You're gonna say you can't help me. 129 00:05:06,895 --> 00:05:09,195 And then tomorrow or the day after, 130 00:05:09,264 --> 00:05:12,264 you're gonna change your minds. 131 00:05:12,334 --> 00:05:13,594 But I don't have time for that. 132 00:05:13,668 --> 00:05:16,938 This can be a story with a happy ending... 133 00:05:19,708 --> 00:05:23,208 But only if you decide right here and now to believe me. 134 00:05:23,278 --> 00:05:26,178 [suspenseful music] 135 00:05:26,247 --> 00:05:28,247 ♪ ♪ 136 00:05:28,316 --> 00:05:29,746 Are you in or out? 137 00:05:36,324 --> 00:05:37,584 - I guess this is the part of the story 138 00:05:37,659 --> 00:05:39,829 where the hero gives a really impressive speech. 139 00:05:39,894 --> 00:05:41,124 - [chuckles] 140 00:05:41,196 --> 00:05:43,596 - So do you have a plan? 141 00:05:45,233 --> 00:05:46,463 - We're gonna find your phone. 142 00:05:46,534 --> 00:05:48,064 - How did you know my phone was-- 143 00:05:48,136 --> 00:05:49,236 - Gone? 144 00:05:49,304 --> 00:05:50,834 Scary clowns took it at the carnival. 145 00:05:52,140 --> 00:05:54,580 - So we're gonna find your phone, and when we do, 146 00:05:54,642 --> 00:05:56,772 we're gonna find Adam and Gavin too. 147 00:05:58,012 --> 00:06:00,642 [people screaming] 148 00:06:00,715 --> 00:06:03,845 [melancholy music] 149 00:06:03,918 --> 00:06:08,188 ♪ ♪ 150 00:06:08,256 --> 00:06:11,226 [heavy, metallic footsteps] 151 00:06:11,292 --> 00:06:14,222 [children laughing] 152 00:06:14,295 --> 00:06:21,435 ♪ ♪ 153 00:06:26,941 --> 00:06:28,441 [pensive music] 154 00:06:28,510 --> 00:06:29,880 - The carnival goes from town to town. 155 00:06:29,944 --> 00:06:31,674 We need to know what town it's in now. 156 00:06:31,746 --> 00:06:35,216 - All right, my phone's in Idaho? 157 00:06:35,283 --> 00:06:37,713 - Idaho? - The potato state. 158 00:06:37,786 --> 00:06:39,256 What? I know state facts. 159 00:06:39,320 --> 00:06:41,730 - Literally everyone knows Idaho is known for potatoes. 160 00:06:41,790 --> 00:06:42,630 - Oh, yeah? 161 00:06:42,690 --> 00:06:44,090 Well, I bet you didn't know 162 00:06:44,159 --> 00:06:46,229 that Ernest Hemmingway wrote several of his books there. 163 00:06:46,294 --> 00:06:47,354 And then when he died... 164 00:06:47,429 --> 00:06:48,869 - Do we actually need Graham's help? 165 00:06:48,930 --> 00:06:51,000 - Yes, we do. 166 00:06:51,065 --> 00:06:52,965 - Boom. 167 00:06:53,034 --> 00:06:57,134 - Does anyone else wanna know additional bit of Idaho trivia? 168 00:06:57,205 --> 00:06:59,205 I'm from Idaho. 169 00:06:59,274 --> 00:07:01,604 The Carnival of Doom is stopped in my old town. 170 00:07:01,676 --> 00:07:04,746 [soft dramatic music] 171 00:07:04,813 --> 00:07:07,513 Do Josie's photos and videos upload to the cloud? 172 00:07:07,582 --> 00:07:09,942 - Yeah. Why? 173 00:07:10,018 --> 00:07:12,988 - There's a video she shot last night that we need. 174 00:07:13,054 --> 00:07:16,254 - All right, let me email her. [keyboard clacking] 175 00:07:16,324 --> 00:07:19,194 [computer blips] - Guys, here it is. 176 00:07:19,260 --> 00:07:20,660 Guys, hurry. 177 00:07:24,065 --> 00:07:25,695 - Yes. 178 00:07:25,767 --> 00:07:27,667 Did not cost you money. - That's Adam. 179 00:07:27,735 --> 00:07:31,205 - Wait, so this Tophat guy is-- is invisible? 180 00:07:31,272 --> 00:07:32,632 - Magic evil powers. 181 00:07:32,707 --> 00:07:34,237 - Right. Got it. 182 00:07:34,309 --> 00:07:37,549 - We need an adult to drive us to Idaho tomorrow-- 183 00:07:37,612 --> 00:07:40,442 someone our parents would trust. 184 00:07:40,515 --> 00:07:42,015 Someone with a sense of authority? 185 00:07:42,083 --> 00:07:43,313 - Hideo? 186 00:07:43,384 --> 00:07:46,414 My brother will never help us in a thousand years. 187 00:07:46,488 --> 00:07:48,428 Scratch that-- in a million years. 188 00:07:48,490 --> 00:07:49,630 In a trillion years! 189 00:07:49,691 --> 00:07:52,591 [dramatic music] 190 00:07:52,660 --> 00:07:53,730 ♪ ♪ 191 00:07:53,795 --> 00:07:56,095 - I might help you. 192 00:07:56,164 --> 00:07:57,564 - He said "might." 193 00:07:57,632 --> 00:08:00,062 - Well, your friend gave a very convincing speech, 194 00:08:00,134 --> 00:08:01,804 but if I'm gonna drive the four of you 195 00:08:01,870 --> 00:08:03,070 all the way to a circus in Idaho-- 196 00:08:03,137 --> 00:08:04,237 - Carnival. 197 00:08:04,305 --> 00:08:05,905 - To a carnival in Idaho, 198 00:08:05,974 --> 00:08:08,074 I'm gonna need more than a speech. 199 00:08:08,142 --> 00:08:11,202 What's this supposed to-- - Did not cost you money. 200 00:08:11,279 --> 00:08:13,149 - That's-- - Adam. 201 00:08:13,214 --> 00:08:15,444 - And it may cost... - I'm driving you to Idaho. 202 00:08:15,517 --> 00:08:17,147 - Wait, you're gonna help us? 203 00:08:17,218 --> 00:08:19,188 - Of course. - Why? 204 00:08:19,254 --> 00:08:23,254 - As I said, your friend is very convincing. 205 00:08:23,324 --> 00:08:24,624 - Teach me your ways. 206 00:08:24,692 --> 00:08:26,992 - ♪ I've made mistakes ♪ 207 00:08:27,061 --> 00:08:29,291 - I don't get it. 208 00:08:29,364 --> 00:08:30,694 and then you turn around and say that horror has rules. 209 00:08:30,765 --> 00:08:33,235 - It does. Otherwise, it's anarchy. 210 00:08:33,301 --> 00:08:36,201 You think that aliens are scary and that makes it horror. 211 00:08:36,271 --> 00:08:38,271 - You're right. Aliens are scary. 212 00:08:38,339 --> 00:08:39,709 No one's denying that. 213 00:08:39,774 --> 00:08:41,774 But being scary isn't enough. 214 00:08:41,843 --> 00:08:44,143 - Yes, it is. That's literally all it is. 215 00:08:44,212 --> 00:08:45,742 If it's scary, then it's horror--bottom line. 216 00:08:45,813 --> 00:08:48,413 - I lost my phone. Was that scary? 217 00:08:48,483 --> 00:08:50,013 Yes. Does that make it horror? 218 00:08:50,084 --> 00:08:51,384 Absolutely not. 219 00:08:51,452 --> 00:08:52,682 - Actually, Rachel said 220 00:08:52,754 --> 00:08:54,154 you got your phone taken away by scary clowns. 221 00:08:54,222 --> 00:08:56,282 That's horror. 222 00:08:56,357 --> 00:08:58,027 - Fair point. 223 00:08:58,092 --> 00:08:59,392 - Do I have to sit in the middle? 224 00:08:59,460 --> 00:09:00,660 [together] Yes. 225 00:09:00,728 --> 00:09:02,198 [ Des Rocs' "Used to the Darkness" ] 226 00:09:02,263 --> 00:09:06,163 - ♪ And then my eyes got used to the darkness ♪ 227 00:09:06,234 --> 00:09:10,064 ♪ And everyone I knew ♪ 228 00:09:10,138 --> 00:09:14,238 ♪ Was lost and so long forgotten ♪ 229 00:09:14,309 --> 00:09:16,549 - Rachel! Rachel! 230 00:09:16,611 --> 00:09:18,541 - What? - Can I borrow your phone? 231 00:09:18,613 --> 00:09:20,313 I need to get a picture of this. 232 00:09:20,381 --> 00:09:21,781 - Buh, buh, buh, buh, buh... 233 00:09:21,849 --> 00:09:23,519 - Oh, my gosh. This is so cute. 234 00:09:23,585 --> 00:09:25,415 - Get a picture of what? 235 00:09:25,486 --> 00:09:27,886 Oh, my God! 236 00:09:27,956 --> 00:09:30,626 [screams] - [whimpers] 237 00:09:30,692 --> 00:09:32,392 - Can you wait? We're almost there. 238 00:09:32,460 --> 00:09:33,700 - We have 50 miles to go. 239 00:09:33,761 --> 00:09:34,821 - Yeah, you shouldn't hold it. 240 00:09:34,896 --> 00:09:36,196 It's really bad for your bladder. 241 00:09:36,264 --> 00:09:37,694 It--it could explode. 242 00:09:37,765 --> 00:09:39,265 - Not sure your science checks out, Graham. 243 00:09:39,334 --> 00:09:40,934 - Well, if you wanna Google it, then fine by me. 244 00:09:41,002 --> 00:09:43,662 In the meantime, I'll be using the commode. 245 00:09:49,944 --> 00:09:53,044 [foreboding music] 246 00:09:53,114 --> 00:09:55,544 ♪ ♪ 247 00:09:55,617 --> 00:09:57,287 - [whispering] Hideo... 248 00:09:57,352 --> 00:09:59,552 - Hello? 249 00:10:13,134 --> 00:10:17,404 [overlapping whispering] Hideo... 250 00:10:17,472 --> 00:10:19,732 Hideo... 251 00:10:19,807 --> 00:10:26,347 ♪ ♪ 252 00:10:26,414 --> 00:10:27,974 - [gasps] 253 00:10:28,049 --> 00:10:29,389 [yelps] 254 00:10:29,450 --> 00:10:32,090 [dramatic music] 255 00:10:32,153 --> 00:10:34,753 [gasping, grunts] 256 00:10:39,694 --> 00:10:41,764 Akiko! Akiko! 257 00:10:43,665 --> 00:10:46,635 [shouting] 258 00:10:46,701 --> 00:10:52,371 ♪ ♪ 259 00:10:52,440 --> 00:10:54,610 [screams] 260 00:10:56,377 --> 00:10:57,977 - It's been 14 minutes. 261 00:10:58,046 --> 00:10:59,346 - He had to go really bad. 262 00:10:59,414 --> 00:11:01,444 - No one has to go that bad. 263 00:11:01,516 --> 00:11:02,716 - He should eat more fiber. 264 00:11:02,784 --> 00:11:03,914 - [sighs] 265 00:11:03,985 --> 00:11:05,485 - Graham, you should go check on him. 266 00:11:05,553 --> 00:11:06,953 - Me? Why me? 267 00:11:07,021 --> 00:11:08,881 Akiko should go. Hideo's her brother. 268 00:11:08,956 --> 00:11:10,686 - I am not going into a weird, 269 00:11:10,758 --> 00:11:13,228 men's rest stop bathroom, Graham. 270 00:11:13,294 --> 00:11:14,894 - Okay, did Mr. Tophat make you all forget 271 00:11:14,962 --> 00:11:16,662 about my serious germophobia? 272 00:11:16,731 --> 00:11:18,731 - Okay, fine, whatever. I'll go. 273 00:11:18,800 --> 00:11:21,710 [soft dramatic music] 274 00:11:21,769 --> 00:11:28,909 ♪ ♪ 275 00:11:32,613 --> 00:11:34,813 Hideo? 276 00:11:34,882 --> 00:11:36,912 Random dudes? 277 00:11:42,857 --> 00:11:44,927 [door slams] [gasps] 278 00:11:45,860 --> 00:11:48,970 [coin rattling] 279 00:11:58,072 --> 00:12:00,302 [man laughs wickedly] [gasps] 280 00:12:04,112 --> 00:12:05,442 [chuckles] 281 00:12:05,513 --> 00:12:08,443 [ominous music] 282 00:12:08,516 --> 00:12:10,586 [gasps] 283 00:12:10,651 --> 00:12:13,381 - Help me, Akiko, please. 284 00:12:13,454 --> 00:12:17,184 Please, please, please. 285 00:12:17,258 --> 00:12:19,328 - No. [screams] 286 00:12:22,263 --> 00:12:23,523 - We'll find Hideo. 287 00:12:23,598 --> 00:12:25,968 - You did this. - Me? 288 00:12:26,033 --> 00:12:28,433 - Hey, hey. Rachel is trying to help. 289 00:12:28,503 --> 00:12:32,303 - Adam's gone, Gavin's gone, and now my brother's gone. 290 00:12:32,373 --> 00:12:34,933 - But I never wanted to put any one of you in danger. 291 00:12:35,009 --> 00:12:36,709 - All I know is our lives were perfectly normal 292 00:12:36,778 --> 00:12:38,148 before you showed up. 293 00:12:38,212 --> 00:12:41,142 Maybe inviting you to join the group was a mistake. 294 00:12:41,215 --> 00:12:43,315 [somber music] 295 00:12:43,384 --> 00:12:46,354 - Not again. - Again? 296 00:12:46,420 --> 00:12:48,690 - You were gonna have a vote. - About what? 297 00:12:48,756 --> 00:12:50,686 - About keeping me in The Midnight Society. 298 00:12:50,758 --> 00:12:51,998 - That's a good idea. - Hey! 299 00:12:52,059 --> 00:12:53,429 I get it, tensions are high, 300 00:12:53,494 --> 00:12:55,764 but I think we all just need to take a breather. 301 00:12:55,830 --> 00:12:59,940 ♪ ♪ 302 00:13:00,001 --> 00:13:01,901 - I've never seen her so upset. 303 00:13:01,969 --> 00:13:03,569 - We'll find Hideo. 304 00:13:03,638 --> 00:13:06,238 - But we have to keep going. 305 00:13:09,677 --> 00:13:11,147 If only one of us could drive. 306 00:13:11,212 --> 00:13:14,672 - Well, one of us has a learner's permit. 307 00:13:14,749 --> 00:13:16,949 - No way! - Graham! 308 00:13:17,018 --> 00:13:19,158 - I don't even like driving regular cars. 309 00:13:19,220 --> 00:13:21,590 You know that. And you expect me-- 310 00:13:21,656 --> 00:13:24,686 you expect me to drive a cop car. 311 00:13:24,759 --> 00:13:26,229 Are you insane? 312 00:13:26,294 --> 00:13:28,724 There's no way I'm getting behind the wheel of that thing. 313 00:13:28,796 --> 00:13:30,166 - You can't use your germophobia 314 00:13:30,231 --> 00:13:32,591 to get out of this one, Graham. 315 00:13:32,667 --> 00:13:34,897 Mr. Tophat took my brother. 316 00:13:37,171 --> 00:13:40,031 So are you my friend or what? 317 00:13:41,943 --> 00:13:43,743 - Friends. [keys jingling] 318 00:13:43,811 --> 00:13:46,111 Obviously. 319 00:13:46,180 --> 00:13:48,080 [dramatic musical flourish] 320 00:13:48,149 --> 00:13:49,189 - Are you gonna throw up? - No. 321 00:13:49,250 --> 00:13:50,620 - You look like you're gonna throw up. 322 00:13:50,685 --> 00:13:52,515 - Stop telling me that! - You're driving way too slow. 323 00:13:52,587 --> 00:13:53,717 - Rachel, I am in a cop car. 324 00:13:53,788 --> 00:13:55,018 I can drive as slow or fast as I want. 325 00:13:55,089 --> 00:13:56,629 - It looks conspicuous. 326 00:13:56,691 --> 00:13:58,451 - [sighs] Are we almost there? 327 00:13:58,526 --> 00:14:01,896 - You've only driven two miles. - I hate this so much. 328 00:14:02,730 --> 00:14:05,670 - Ugh, this is gonna take longer than I thought. 329 00:14:05,733 --> 00:14:09,203 [eerie organ music] 330 00:14:09,270 --> 00:14:11,770 - Guys. 331 00:14:11,839 --> 00:14:13,639 Come on, let's go. 332 00:14:13,708 --> 00:14:15,948 ♪ ♪ 333 00:14:16,010 --> 00:14:18,650 - [grunts] - [grunts] 334 00:14:18,713 --> 00:14:20,173 - This is really scary, guys. 335 00:14:20,248 --> 00:14:21,618 - This feels like "Ocean's Eleven." 336 00:14:21,682 --> 00:14:22,812 - I agree. 337 00:14:22,884 --> 00:14:24,144 - We have the element of surprise. 338 00:14:24,218 --> 00:14:26,218 No one knows we're here. - Let's go. 339 00:14:26,287 --> 00:14:28,087 [all scream] 340 00:14:28,155 --> 00:14:31,225 [soft dramatic music] 341 00:14:31,292 --> 00:14:33,592 - You must be Rachel. 342 00:14:33,661 --> 00:14:34,921 - Who are you? 343 00:14:34,996 --> 00:14:36,526 That's Bartholomew-- 344 00:14:36,597 --> 00:14:39,197 tall, bald, beard, missing one arm. 345 00:14:39,267 --> 00:14:40,667 I recognize him from your drawings. 346 00:14:40,735 --> 00:14:43,605 - I'm not here to hurt you. 347 00:14:43,671 --> 00:14:44,931 - You're not? 348 00:14:45,006 --> 00:14:48,436 - I'm here to help you. 349 00:14:48,509 --> 00:14:52,479 Mr. Tophat must be destroyed. 350 00:14:52,546 --> 00:14:53,876 - Why should we trust you? 351 00:14:53,948 --> 00:14:55,618 - I have a story to tell. 352 00:14:55,683 --> 00:14:57,883 [dramatic music] 353 00:14:57,952 --> 00:15:00,882 ♪ ♪ 354 00:15:00,955 --> 00:15:05,455 A story about a man named Marcus Cochran. 355 00:15:05,526 --> 00:15:09,566 A man with big dreams that turned into nightmares-- 356 00:15:09,630 --> 00:15:13,240 - Okay, look, we love stories, but is there any possible way 357 00:15:13,301 --> 00:15:15,031 you could give us the abbreviated version? 358 00:15:15,102 --> 00:15:17,602 I've got a brother and some friends to save. 359 00:15:17,672 --> 00:15:20,572 - This story will explain how you can save them. 360 00:15:20,641 --> 00:15:22,801 - Oh. Okay, um, cool. 361 00:15:22,877 --> 00:15:24,877 Then proceed. 362 00:15:26,981 --> 00:15:29,541 - Marcus Cochran came to America 363 00:15:29,617 --> 00:15:31,117 with a dream of building a carnival 364 00:15:31,185 --> 00:15:33,555 like no one else had ever seen. 365 00:15:33,621 --> 00:15:34,711 [shutters clicking] 366 00:15:34,789 --> 00:15:37,429 - This carnival is my legacy. 367 00:15:37,491 --> 00:15:41,151 And I would not jeopardize my good name 368 00:15:41,228 --> 00:15:43,228 by putting people in danger. 369 00:15:43,297 --> 00:15:46,067 - Then opening night came. 370 00:15:46,133 --> 00:15:48,533 Marcus was behind schedule. 371 00:15:48,602 --> 00:15:52,032 He hadn't had the time to test all the rides for safety. 372 00:15:52,106 --> 00:15:54,936 [people screaming] - [shouts] 373 00:15:55,009 --> 00:15:57,509 - The merry-go-round collapsed. 374 00:15:57,578 --> 00:16:02,118 A mother, father, and four of their five children 375 00:16:02,183 --> 00:16:05,613 perished in the accident. 376 00:16:05,686 --> 00:16:07,956 Only their youngest daughter survived. 377 00:16:08,022 --> 00:16:11,282 If only he hadn't been in such a rush. 378 00:16:11,359 --> 00:16:13,859 If only he had taken the time 379 00:16:13,928 --> 00:16:16,898 to do everything right. 380 00:16:16,964 --> 00:16:19,164 All the money, blood, 381 00:16:19,233 --> 00:16:21,763 and sweat he had poured 382 00:16:21,836 --> 00:16:25,376 into his precious carnival 383 00:16:25,439 --> 00:16:27,139 had gone down the drain. 384 00:16:27,208 --> 00:16:30,608 [heavy footsteps approaching] 385 00:16:30,678 --> 00:16:32,818 - Marcus Cochran? 386 00:16:32,880 --> 00:16:35,050 - You got the wrong guy, mister. 387 00:16:35,116 --> 00:16:37,886 - I never get the wrong man. 388 00:16:37,952 --> 00:16:39,552 [chair skids] 389 00:16:39,620 --> 00:16:44,290 What if I said I could get your precious carnival back, 390 00:16:44,358 --> 00:16:47,028 and it would be bigger than ever? 391 00:16:47,094 --> 00:16:48,394 - Let me guess. 392 00:16:48,462 --> 00:16:50,392 Marcus Cochran sold his soul to the devil? 393 00:16:50,464 --> 00:16:51,864 - How did you know that? 394 00:16:51,932 --> 00:16:55,362 - This is our area of expertise, dude. 395 00:16:55,436 --> 00:16:57,706 - Fine. 396 00:16:57,772 --> 00:17:01,472 - You'll travel from town to town, 397 00:17:01,542 --> 00:17:03,872 and when you leave, no one will remember 398 00:17:03,944 --> 00:17:06,014 that you were even there. 399 00:17:06,080 --> 00:17:09,050 Their memories will be wiped clean. 400 00:17:09,116 --> 00:17:12,986 Your fears will give you vitality. 401 00:17:13,054 --> 00:17:15,214 You will live forever 402 00:17:15,289 --> 00:17:18,159 without gaining a wrinkle. 403 00:17:22,129 --> 00:17:24,929 - Well, that sounds too good to be true. 404 00:17:26,767 --> 00:17:28,037 What's the catch? 405 00:17:28,102 --> 00:17:31,062 - One day, a child will appear 406 00:17:31,138 --> 00:17:34,178 that will be impervious to your powers. 407 00:17:34,241 --> 00:17:36,901 That child will remember. 408 00:17:36,977 --> 00:17:41,717 That child could be your undoing. 409 00:17:41,782 --> 00:17:43,412 - Well, that's a killer twist. 410 00:17:48,589 --> 00:17:50,159 - What? 411 00:17:50,224 --> 00:17:51,524 - You're that child. 412 00:17:53,594 --> 00:17:55,764 - I am not. 413 00:17:55,830 --> 00:17:58,100 I'm--I mean, how could I be? 414 00:17:58,165 --> 00:18:00,135 - Rachel, you remembered. 415 00:18:00,201 --> 00:18:02,131 You're impervious to his powers. 416 00:18:02,203 --> 00:18:03,933 Therefore, you're the one who can stop him. 417 00:18:04,004 --> 00:18:05,704 - Why me? 418 00:18:05,773 --> 00:18:06,933 - It's a prophecy. 419 00:18:07,007 --> 00:18:10,207 So your destiny is to kill Mr. Tophat. 420 00:18:10,277 --> 00:18:12,577 So we have to win, right? 421 00:18:12,646 --> 00:18:16,116 ♪ ♪ 422 00:18:16,183 --> 00:18:18,183 Right? [bird caws] 423 00:18:20,521 --> 00:18:25,051 - She is the only one who could defeat him. 424 00:18:25,126 --> 00:18:27,656 But nothing is set in stone. 425 00:18:27,728 --> 00:18:30,698 Mr. Tophat will not go down without a fight. 426 00:18:33,033 --> 00:18:35,363 One of you will perish tonight. 427 00:18:38,005 --> 00:18:40,735 Let's hope it's him 428 00:18:40,808 --> 00:18:43,078 and not you. 429 00:18:47,848 --> 00:18:50,188 - How do we stop him? 430 00:18:50,251 --> 00:18:52,611 - The hat is the source of power. 431 00:18:52,686 --> 00:18:55,586 Get it and destroy it. 432 00:18:55,656 --> 00:18:56,756 - Then he'll lose his powers? 433 00:18:56,824 --> 00:18:58,624 - Then he'll lose everything-- 434 00:18:58,692 --> 00:19:01,422 his carnival, his mindless slaves, 435 00:19:01,495 --> 00:19:03,625 even his good looks. 436 00:19:03,697 --> 00:19:06,167 - How do we destroy it? - Burn it. 437 00:19:06,233 --> 00:19:10,163 The only way to destroy a magical talisman is with fire. 438 00:19:10,237 --> 00:19:13,637 I thought this was your area of expertise? 439 00:19:13,707 --> 00:19:15,437 - Oh, I--I knew that part. 440 00:19:15,509 --> 00:19:19,619 - Before the show, he will keep the hat in his inner chamber. 441 00:19:19,680 --> 00:19:21,420 Use this to unlock the door 442 00:19:21,482 --> 00:19:23,512 once your reach your destination. 443 00:19:23,584 --> 00:19:27,484 - This golden coin unlocks a hidden room 444 00:19:27,555 --> 00:19:29,355 here at the carnival, 445 00:19:29,423 --> 00:19:34,493 a room that contains all the secrets of this carnival. 446 00:19:34,562 --> 00:19:36,022 - I picked his pocket. 447 00:19:36,096 --> 00:19:38,126 [indistinct chatter] 448 00:19:38,199 --> 00:19:41,499 - Mr. Tophat knows what I look like. 449 00:19:41,569 --> 00:19:43,939 He probably knows what you three look like. 450 00:19:44,004 --> 00:19:45,574 How are we gonna walk around the carnival 451 00:19:45,639 --> 00:19:47,779 without being noticed? 452 00:19:47,841 --> 00:19:49,971 - Rachel, you were wondering 453 00:19:50,044 --> 00:19:51,644 when you were gonna get your own scary mask. 454 00:19:51,712 --> 00:19:54,642 [dramatic music] 455 00:19:54,715 --> 00:19:57,115 ♪ ♪ 456 00:19:57,184 --> 00:19:59,354 Submitted for the approval of The Midnight Society. 457 00:20:03,424 --> 00:20:05,354 - Let's do this. 458 00:20:05,426 --> 00:20:06,696 - I have a map. 459 00:20:06,760 --> 00:20:09,000 - Let's say we wanted to turn some stuff off. 460 00:20:09,063 --> 00:20:11,163 - Rides, specifically. - Hmm. 461 00:20:11,232 --> 00:20:13,492 You would have to go through the main entrance here, 462 00:20:13,567 --> 00:20:15,137 past the Tilt-A-Whirl, 463 00:20:15,202 --> 00:20:17,602 left--not right-- at the corndog stand, 464 00:20:17,671 --> 00:20:19,631 then you would find the control room here. 465 00:20:19,707 --> 00:20:21,937 Rachel, you have to go right-- 466 00:20:22,009 --> 00:20:23,779 not left-- at the corndog stand. 467 00:20:23,844 --> 00:20:25,174 Beware of clown security. 468 00:20:25,246 --> 00:20:27,146 The small one is blind, the tall one is deaf, 469 00:20:27,214 --> 00:20:29,244 but together, they are very formidable. 470 00:20:29,316 --> 00:20:32,856 Remember, his hat is in the inner chamber of his trailer. 471 00:20:32,920 --> 00:20:34,160 - I've always wanted to do a heist. 472 00:20:34,221 --> 00:20:36,051 - Yeah, let's do some crimes. - Can we focus? 473 00:20:36,123 --> 00:20:37,353 [man laughs wickedly] 474 00:20:37,424 --> 00:20:40,224 - Next. Come in, come on, come on. 475 00:20:40,294 --> 00:20:42,424 Nice masks. - Thank you. 476 00:20:42,496 --> 00:20:43,596 I designed them myself-- - Come on! 477 00:20:43,664 --> 00:20:44,894 - The trick is to-- I'll tell you later. 478 00:20:44,965 --> 00:20:46,865 [people screaming] [ride rattling] 479 00:20:46,934 --> 00:20:48,394 [indistinct chatter] 480 00:20:48,469 --> 00:20:49,969 - Step right up and try your luck. 481 00:20:50,037 --> 00:20:51,807 Three tries. 482 00:20:51,872 --> 00:20:53,802 - Come on. 483 00:20:53,874 --> 00:20:55,174 Commence with the distraction. 484 00:20:55,242 --> 00:20:57,572 - Let the distraction commence. 485 00:20:57,645 --> 00:21:00,575 [all panting] 486 00:21:00,648 --> 00:21:04,718 ♪ ♪ 487 00:21:04,785 --> 00:21:06,355 - Shh. 488 00:21:12,092 --> 00:21:14,952 [foreboding music] 489 00:21:15,029 --> 00:21:17,329 ♪ ♪ 490 00:21:17,398 --> 00:21:19,438 - You know, I don't mind hanging out with you 491 00:21:19,500 --> 00:21:21,600 while I'm wearing a mask. 492 00:21:21,669 --> 00:21:23,839 - You can't tell right now 493 00:21:23,904 --> 00:21:25,774 because you can't see my face, 494 00:21:25,839 --> 00:21:27,279 but I have the expression of a guy 495 00:21:27,341 --> 00:21:29,201 whose feelings are really hurt. 496 00:21:29,276 --> 00:21:30,706 [door creaks] - Shh, look. 497 00:21:30,778 --> 00:21:36,618 ♪ ♪ 498 00:21:36,684 --> 00:21:38,314 [all grunt] 499 00:21:38,385 --> 00:21:41,555 [machines blipping softly] 500 00:21:48,595 --> 00:21:50,295 - Rachel must be in position by now. 501 00:21:50,364 --> 00:21:52,994 - Which switches do we hit? 502 00:21:53,067 --> 00:21:54,897 - All of them. 503 00:21:56,737 --> 00:21:57,907 - What the-- [people shout] 504 00:21:57,971 --> 00:21:59,471 - What's happening? 505 00:21:59,540 --> 00:22:01,480 - That scared me. [people chattering worriedly] 506 00:22:01,542 --> 00:22:03,102 - Everyone, calm down. Wait. 507 00:22:03,177 --> 00:22:09,117 ♪ ♪ 508 00:22:09,183 --> 00:22:10,843 - I just want you to know. 509 00:22:10,918 --> 00:22:12,358 I always thought you were really cool. 510 00:22:12,419 --> 00:22:14,259 - Didn't know that was up for debate. 511 00:22:14,321 --> 00:22:16,681 - No, I mean... [tender music] 512 00:22:16,757 --> 00:22:18,857 Even when they used to call you "Loser-ese." 513 00:22:18,926 --> 00:22:20,726 ♪ ♪ 514 00:22:20,794 --> 00:22:23,364 What? 515 00:22:23,430 --> 00:22:25,600 - You can't see my expression, 516 00:22:25,666 --> 00:22:29,206 but I'm very touched. 517 00:22:29,269 --> 00:22:31,269 - Someone's messing with our electrical system. 518 00:22:31,338 --> 00:22:32,878 Everyone report to the control room. 519 00:22:32,940 --> 00:22:34,210 - Let's go. 520 00:22:34,274 --> 00:22:35,944 [soft dramatic music] 521 00:22:36,009 --> 00:22:37,609 - [gasps] [breathing heavily] 522 00:22:37,678 --> 00:22:44,548 ♪ ♪ 523 00:22:55,562 --> 00:22:57,192 Where's the hat? 524 00:23:17,584 --> 00:23:19,014 - Hey! 525 00:23:19,086 --> 00:23:20,516 One of you should call my phone. 526 00:23:20,587 --> 00:23:23,787 Maybe it's in here. - Good idea. 527 00:23:23,857 --> 00:23:25,257 [phone ringing distantly] 528 00:23:25,325 --> 00:23:27,625 - Do you hear it? Where is it? 529 00:23:29,563 --> 00:23:30,693 Where is it? 530 00:23:30,764 --> 00:23:37,664 ♪ ♪ 531 00:23:39,440 --> 00:23:41,780 [loud rattling] - [gasps] 532 00:23:41,842 --> 00:23:44,802 [structure rattling] 533 00:23:44,878 --> 00:23:47,948 [dramatic music] 534 00:23:48,015 --> 00:23:55,115 ♪ ♪ 535 00:24:09,970 --> 00:24:12,510 - [breathing heavily] 536 00:24:12,573 --> 00:24:13,973 - [panting] 537 00:24:14,041 --> 00:24:15,971 [both gasp] 538 00:24:16,043 --> 00:24:19,073 Hideo? [phone ringing] 539 00:24:19,146 --> 00:24:21,716 - Hello, Akiko. 540 00:24:21,782 --> 00:24:24,012 [ominous music] 541 00:24:24,084 --> 00:24:26,754 You lookin' for this? [phone clicks] 542 00:24:26,820 --> 00:24:29,120 - Hideo. No. 543 00:24:29,189 --> 00:24:33,159 ♪ ♪ 544 00:24:33,227 --> 00:24:35,457 - You came all this way to see me. 545 00:24:35,529 --> 00:24:37,129 I'm flattered. 546 00:24:37,197 --> 00:24:39,997 ♪ ♪ 547 00:24:40,067 --> 00:24:42,137 - [growls] 548 00:24:54,815 --> 00:24:55,985 - Gavin? 549 00:24:56,049 --> 00:24:58,149 - Hello, Rachel. 550 00:25:01,722 --> 00:25:03,282 You can't stop him. 551 00:25:06,326 --> 00:25:08,896 There's a reason you never had friends, Rachel. 552 00:25:08,962 --> 00:25:10,922 - This isn't you. 553 00:25:10,998 --> 00:25:12,868 You're under his spell. 554 00:25:12,933 --> 00:25:15,393 - We shoulda never let you into The Midnight Society. 555 00:25:18,038 --> 00:25:22,378 This will all be over soon. 556 00:25:22,442 --> 00:25:24,702 - What will? 557 00:25:24,778 --> 00:25:27,178 - Ladies and gentlemen... [mic squeals] 558 00:25:27,247 --> 00:25:31,087 May I present the star of tonight's show, 559 00:25:31,151 --> 00:25:32,881 Rachel. 560 00:25:32,953 --> 00:25:34,383 [cheers and applause] 561 00:25:34,454 --> 00:25:37,754 [dramatic music plays] 562 00:25:37,824 --> 00:25:41,154 For as long as I can remember, this has been a two-man show. 563 00:25:41,228 --> 00:25:43,768 But tonight, it will become a trifecta. 564 00:25:43,830 --> 00:25:45,730 For you see, ladies and... - What is this? [screams] 565 00:25:45,799 --> 00:25:47,899 - Isn't it obvious? 566 00:25:47,968 --> 00:25:50,268 This is a trap. [chuckles] 567 00:25:50,337 --> 00:25:52,167 Now, wave. Wave! 568 00:25:52,239 --> 00:25:54,979 - 'Tis no mere volunteer. 569 00:25:55,042 --> 00:25:57,102 - [chuckles] 570 00:25:57,177 --> 00:25:58,747 See, Bartholomew and I have been friends 571 00:25:58,812 --> 00:26:00,672 and business partners since the beginning. 572 00:26:05,052 --> 00:26:07,052 And now... 573 00:26:14,661 --> 00:26:16,661 - [grunts] 574 00:26:16,730 --> 00:26:19,300 - See, I knew one day a child would come 575 00:26:19,366 --> 00:26:23,166 that would be impervious to my powers-- 576 00:26:23,236 --> 00:26:25,806 the child that would remember. 577 00:26:25,872 --> 00:26:28,932 Now, the first time you came to the carnival... 578 00:26:29,009 --> 00:26:30,209 [man laughs wickedly] 579 00:26:30,277 --> 00:26:34,117 You were just like any other kid. 580 00:26:34,181 --> 00:26:37,111 And just like any other kid, 581 00:26:37,184 --> 00:26:39,454 you forgot the entire experience. 582 00:26:39,519 --> 00:26:42,019 Oh. 583 00:26:42,089 --> 00:26:44,829 But then, something wonderful happened. 584 00:26:44,891 --> 00:26:47,291 Some part of your subconscious 585 00:26:47,361 --> 00:26:50,591 held on to a vision of me. 586 00:26:50,664 --> 00:26:51,964 [cane taps loudly] 587 00:26:52,032 --> 00:26:55,792 - [gasps] - I could feel your fear. 588 00:26:55,869 --> 00:26:57,639 It was unique. 589 00:26:57,704 --> 00:27:00,304 It was different than anyone else. 590 00:27:00,374 --> 00:27:02,774 We were connected. 591 00:27:02,843 --> 00:27:05,373 And I suspected that you might be the one 592 00:27:05,445 --> 00:27:06,975 to come here and challenge me, 593 00:27:07,047 --> 00:27:09,517 but I couldn't know for sure, 594 00:27:09,583 --> 00:27:12,753 couldn't know until I saw you again 595 00:27:12,819 --> 00:27:15,159 outside of your dreams. 596 00:27:15,222 --> 00:27:17,622 When you came to the carnival a second time... 597 00:27:17,691 --> 00:27:20,791 Hello, Rachel. 598 00:27:20,861 --> 00:27:22,491 Welcome to the show. 599 00:27:22,562 --> 00:27:24,592 Then I knew it was you. 600 00:27:24,665 --> 00:27:27,165 So I took your friend. 601 00:27:27,234 --> 00:27:29,564 I just took him. 602 00:27:29,636 --> 00:27:33,136 And I built this tent and this carnival here, 603 00:27:33,206 --> 00:27:34,636 right in your own backyard. 604 00:27:34,708 --> 00:27:38,978 'Cause I knew you'd come looking for Gavin, 605 00:27:39,046 --> 00:27:44,046 which means that tonight is the night that your story ends. 606 00:27:44,117 --> 00:27:45,517 [chuckles] - No. 607 00:27:45,585 --> 00:27:47,855 - It's exciting! 608 00:27:47,921 --> 00:27:50,821 Oh, and one more thing. 609 00:27:50,891 --> 00:27:53,991 This hat. 610 00:27:54,061 --> 00:27:56,791 It, uh, 611 00:27:56,863 --> 00:27:59,393 does make me look great, 612 00:27:59,466 --> 00:28:02,836 but it has no power. 613 00:28:02,903 --> 00:28:05,203 The power is in the cane. 614 00:28:05,272 --> 00:28:08,202 [dramatic music] 615 00:28:08,275 --> 00:28:13,675 ♪ ♪ 616 00:28:13,747 --> 00:28:15,977 And showtime! 617 00:28:16,049 --> 00:28:19,189 [cheers and applause] 618 00:28:19,252 --> 00:28:22,382 - I hope you are ready for the main event. 619 00:28:22,456 --> 00:28:25,456 [chuckles darkly] 620 00:28:26,793 --> 00:28:28,353 - [whimpers] 621 00:28:28,428 --> 00:28:31,168 - We all love magic. 622 00:28:31,231 --> 00:28:34,331 Every man, woman, and child 623 00:28:34,401 --> 00:28:37,061 adores an illusion. 624 00:28:37,137 --> 00:28:39,267 We like being tricked. 625 00:28:39,339 --> 00:28:42,879 A new treasure being fooled. 626 00:28:42,943 --> 00:28:46,213 And tonight, you're going to witness 627 00:28:46,279 --> 00:28:49,179 a classic. 628 00:28:49,249 --> 00:28:52,789 We are going to put a girl in this box, 629 00:28:52,853 --> 00:28:57,083 and then I'm going to saw 630 00:28:57,157 --> 00:28:59,027 that girl 631 00:28:59,092 --> 00:29:01,792 in half 632 00:29:01,862 --> 00:29:03,022 with a chainsaw! 633 00:29:03,096 --> 00:29:05,766 [chainsaw roaring] 634 00:29:05,832 --> 00:29:08,462 [laughing] 635 00:29:08,535 --> 00:29:10,605 - [muffled speech, whimpers] 636 00:29:10,670 --> 00:29:13,310 - That girl, 637 00:29:13,373 --> 00:29:16,003 to be precise. 638 00:29:16,076 --> 00:29:23,216 ♪ ♪ 639 00:29:25,018 --> 00:29:26,518 - [grunting] 640 00:29:26,586 --> 00:29:29,856 - Now, if you think this is too cruel, 641 00:29:29,923 --> 00:29:33,153 if it all seems like too much to bear... 642 00:29:33,226 --> 00:29:35,326 [chainsaw roaring] 643 00:29:35,395 --> 00:29:38,065 ♪ ♪ 644 00:29:38,131 --> 00:29:41,031 Just remember, it's all... 645 00:29:41,101 --> 00:29:43,201 all: Part of the-- 646 00:29:43,270 --> 00:29:44,740 - [gasps] [audience chatters] 647 00:29:44,805 --> 00:29:46,205 [screams] 648 00:29:46,273 --> 00:29:49,543 - Show. [all gasp] 649 00:29:49,609 --> 00:29:50,979 - [grunts] - What's going on? 650 00:29:51,044 --> 00:29:53,074 - It's a long story. I'll explain later. Let's go! 651 00:29:53,146 --> 00:29:54,216 - Wait, why do you have Tophat's cane? 652 00:29:54,281 --> 00:29:55,511 - After them! 653 00:29:57,417 --> 00:29:59,557 - What are you waiting for? [crowd clamoring] 654 00:29:59,619 --> 00:30:01,889 - We should hide. - Follow me. 655 00:30:01,955 --> 00:30:04,555 This way. [all panting] 656 00:30:04,624 --> 00:30:07,194 In here. 657 00:30:07,260 --> 00:30:08,900 - Okay, uh, the last thing I remember 658 00:30:08,962 --> 00:30:10,722 was giving you the knife, going home, and then-- 659 00:30:10,797 --> 00:30:13,337 - Tophat took you. We rescued you. 660 00:30:13,400 --> 00:30:16,610 We're in Idaho. Graham drove--terribly. 661 00:30:16,670 --> 00:30:17,970 - We're in Idaho? 662 00:30:18,038 --> 00:30:20,708 - Okay, so, if we destroy the cane, we destroy Mr. Tophat. 663 00:30:20,774 --> 00:30:23,204 - Yes. 664 00:30:23,276 --> 00:30:26,276 - Wel- The only way to destroy a gomagical talisman is with fire. 665 00:30:26,346 --> 00:30:27,576 So you didn't know that? 666 00:30:27,647 --> 00:30:30,017 That's like common knowledge, dude, keep up. 667 00:30:30,083 --> 00:30:31,983 - [gasps] - They went in here. 668 00:30:32,052 --> 00:30:34,312 - Come on! - Go! 669 00:30:34,387 --> 00:30:37,227 [water sloshing] - It's getting deeper. 670 00:30:37,290 --> 00:30:38,730 - Watch out for the skeletons. 671 00:30:38,792 --> 00:30:41,252 [eerie music] 672 00:30:41,328 --> 00:30:42,428 - This way. 673 00:30:42,495 --> 00:30:49,265 ♪ ♪ 674 00:30:49,336 --> 00:30:51,606 - Hey, guys, do you hear that? 675 00:30:51,671 --> 00:30:53,331 [loud thunk] [all gasp] 676 00:30:53,406 --> 00:30:55,376 [electronic blipping] - Go. 677 00:30:58,511 --> 00:31:02,711 ♪ ♪ 678 00:31:02,782 --> 00:31:05,312 - Guys? I can't see anything. 679 00:31:05,385 --> 00:31:07,255 - Me neither. 680 00:31:07,320 --> 00:31:08,920 - Louise? 681 00:31:08,989 --> 00:31:10,989 - [shallow breathing] 682 00:31:11,057 --> 00:31:12,727 Marco? 683 00:31:12,792 --> 00:31:14,252 - Polo? 684 00:31:17,764 --> 00:31:20,964 - Marco. 685 00:31:21,034 --> 00:31:23,404 - Polo. - [screams] 686 00:31:23,470 --> 00:31:30,750 ♪ ♪ 687 00:31:30,877 --> 00:31:32,747 - [screams] 688 00:31:32,812 --> 00:31:34,542 - Guys? - Where have you been? 689 00:31:34,614 --> 00:31:36,214 - I don't know. I got lost. 690 00:31:36,283 --> 00:31:38,813 Where are Louise and Akiko? 691 00:31:38,885 --> 00:31:40,155 - Louise? 692 00:31:40,220 --> 00:31:41,760 - Akiko? 693 00:31:46,026 --> 00:31:47,956 [ominous music] 694 00:31:48,028 --> 00:31:49,898 - [screams] - [gasps] 695 00:31:49,963 --> 00:31:52,423 - Gavin? 696 00:31:54,401 --> 00:31:57,061 - [cackling] 697 00:31:57,137 --> 00:32:00,137 - [panting] 698 00:32:00,206 --> 00:32:02,076 - [panting] 699 00:32:05,145 --> 00:32:07,945 - [screams] - Graham! 700 00:32:08,014 --> 00:32:11,444 Graham? 701 00:32:11,518 --> 00:32:13,418 [whispering] Graham? 702 00:32:15,622 --> 00:32:18,682 [soft dramatic music] 703 00:32:18,758 --> 00:32:21,428 - You have a choice, Rachel. 704 00:32:21,494 --> 00:32:23,524 You have my cane, 705 00:32:23,596 --> 00:32:26,836 but I have your friends. 706 00:32:26,900 --> 00:32:30,440 Bring me the cane, and I will let them live. 707 00:32:30,503 --> 00:32:33,203 You have three minutes. 708 00:32:33,273 --> 00:32:37,073 Meet me where we first met. 709 00:32:37,143 --> 00:32:39,273 [thunder rumbles] 710 00:32:39,346 --> 00:32:41,116 [laughs wickedly] 711 00:32:41,181 --> 00:32:44,111 [dramatic music] 712 00:32:44,184 --> 00:32:45,414 ♪ ♪ 713 00:32:45,485 --> 00:32:48,655 - [screaming] 714 00:32:50,156 --> 00:32:52,356 [grunts] 715 00:32:52,425 --> 00:32:55,425 [panting] 716 00:32:55,495 --> 00:32:57,965 [cane crackles] 717 00:32:58,031 --> 00:33:05,001 ♪ ♪ 718 00:33:09,976 --> 00:33:12,476 [all grunting] - Let me go! 719 00:33:20,353 --> 00:33:21,313 - [scoffs] 720 00:33:21,388 --> 00:33:23,558 [thunder rumbles] 721 00:33:25,358 --> 00:33:27,058 - Let my friends go! 722 00:33:29,295 --> 00:33:32,395 - The girl who remembers. 723 00:33:32,465 --> 00:33:35,935 Well, you know, 724 00:33:36,002 --> 00:33:38,532 if I'm being frank, I have to admit 725 00:33:38,605 --> 00:33:42,975 for as long as I can remember, I've been afraid of you. 726 00:33:43,043 --> 00:33:45,473 It didn't occur to me till just now. 727 00:33:45,545 --> 00:33:48,775 You're not my enemy. 728 00:33:48,848 --> 00:33:52,418 We travel from town to town, 729 00:33:52,485 --> 00:33:54,255 and I pour 730 00:33:54,320 --> 00:33:57,490 my heart out on the stage... 731 00:33:57,557 --> 00:34:00,957 [melancholy piano music] 732 00:34:01,027 --> 00:34:03,597 And no one even knows that I exist. 733 00:34:06,066 --> 00:34:08,636 Until you. 734 00:34:08,701 --> 00:34:12,201 - You remember I exist. 735 00:34:14,841 --> 00:34:18,341 We're not so different, you and I, Rachel. 736 00:34:18,411 --> 00:34:22,311 We both feel alone. 737 00:34:22,382 --> 00:34:25,512 We both wanna be noticed. 738 00:34:25,585 --> 00:34:28,485 We both wanna be known. 739 00:34:30,323 --> 00:34:34,053 So, how about a truce, huh? 740 00:34:34,127 --> 00:34:36,527 Yeah? 741 00:34:36,596 --> 00:34:39,566 You give me the cane, 742 00:34:39,632 --> 00:34:41,832 and I let your friends go. 743 00:34:41,901 --> 00:34:44,531 You go your way, 744 00:34:44,604 --> 00:34:46,064 and we go ours. 745 00:34:46,139 --> 00:34:49,609 And all you have to do is make sure 746 00:34:49,676 --> 00:34:53,776 that everyone remembers me and what I've done. 747 00:34:57,183 --> 00:34:59,613 - What can this cane do? 748 00:34:59,686 --> 00:35:01,156 - What can't it do? 749 00:35:01,221 --> 00:35:04,721 With it, I can do anything. 750 00:35:04,791 --> 00:35:07,351 I can control anyone. 751 00:35:07,427 --> 00:35:09,897 - Except me. 752 00:35:09,963 --> 00:35:12,763 - Technically. - Interesting. 753 00:35:15,268 --> 00:35:16,868 You took my friends. 754 00:35:16,936 --> 00:35:19,336 - Yeah? - You hurt people! 755 00:35:19,405 --> 00:35:20,675 - So what? 756 00:35:20,740 --> 00:35:24,550 - I'm not interested in a truce. 757 00:35:24,611 --> 00:35:26,841 [grunts] [men yelp] 758 00:35:26,913 --> 00:35:29,373 - No! - [screams] 759 00:35:29,449 --> 00:35:30,649 Ugh. 760 00:35:30,717 --> 00:35:34,017 [all panting] 761 00:35:34,087 --> 00:35:36,287 Get me that cane! 762 00:35:36,356 --> 00:35:38,086 - No! 763 00:35:38,158 --> 00:35:40,598 - [screams] [electricity crackling] 764 00:35:40,660 --> 00:35:43,600 [dramatic music] 765 00:35:43,663 --> 00:35:47,293 ♪ ♪ 766 00:35:47,367 --> 00:35:49,567 [groans loudly] 767 00:35:49,636 --> 00:35:51,106 - Stop! 768 00:35:51,171 --> 00:35:52,901 Ugh! 769 00:35:52,972 --> 00:35:55,732 [grunts angrily] 770 00:35:55,808 --> 00:35:57,578 - I'm not like you. 771 00:35:57,644 --> 00:36:03,444 ♪ ♪ 772 00:36:03,516 --> 00:36:05,016 I'm not alone. 773 00:36:05,084 --> 00:36:09,484 ♪ ♪ 774 00:36:09,556 --> 00:36:11,026 - No. 775 00:36:13,426 --> 00:36:15,696 - [grunts] - No! [screams] 776 00:36:15,762 --> 00:36:17,592 [fire whooshes] [all gasp] 777 00:36:17,664 --> 00:36:20,994 - [groaning] 778 00:36:22,268 --> 00:36:25,608 [staff crackling] 779 00:36:25,672 --> 00:36:28,602 ♪ ♪ 780 00:36:28,675 --> 00:36:31,845 [grunting] 781 00:36:38,017 --> 00:36:40,287 [chuckles] 782 00:36:40,353 --> 00:36:42,013 - Why are you smiling? 783 00:36:44,123 --> 00:36:48,223 - Because this is something you'll never forget. 784 00:36:49,896 --> 00:36:53,196 [groaning, grunting] 785 00:37:01,774 --> 00:37:04,904 [screaming] 786 00:37:21,461 --> 00:37:24,361 [soft dramatic music] 787 00:37:24,430 --> 00:37:28,000 ♪ ♪ 788 00:37:28,067 --> 00:37:29,667 - [laughs] 789 00:37:29,736 --> 00:37:31,636 [laughter] 790 00:37:31,704 --> 00:37:34,004 - We did it. - [squeals] 791 00:37:34,073 --> 00:37:35,233 We did it. 792 00:37:35,308 --> 00:37:37,078 - [gasps] 793 00:37:39,946 --> 00:37:42,816 - Hey, I'm very confused. 794 00:37:42,882 --> 00:37:45,142 - That makes sense. 795 00:37:47,320 --> 00:37:50,190 Rachel, I cannot believe you just burned that cane. 796 00:37:50,256 --> 00:37:53,086 You could have had anything you ever wanted-- 797 00:37:53,159 --> 00:37:56,699 fame and glory, a private island, 798 00:37:56,763 --> 00:37:59,263 a decent-sized trampoline, a velociraptor, 799 00:37:59,332 --> 00:38:01,532 and reusable chopsticks-- those things are awesome-- 800 00:38:01,601 --> 00:38:03,661 a lifetime supply of parmesan cheese, 801 00:38:03,736 --> 00:38:05,036 and a jet pack. 802 00:38:05,104 --> 00:38:10,274 - I already have everything I've ever wanted. 803 00:38:10,343 --> 00:38:11,803 [all chuckle] 804 00:38:11,878 --> 00:38:17,448 ♪ ♪ 805 00:38:17,517 --> 00:38:19,647 Come on, let's go home. 806 00:38:23,990 --> 00:38:25,660 - Someone stole my hand sanitizer. 807 00:38:25,725 --> 00:38:27,695 - You have ten more in your locker. 808 00:38:27,760 --> 00:38:29,630 Okay, but that was my only spare. 809 00:38:30,730 --> 00:38:32,170 [ominous music] 810 00:38:32,231 --> 00:38:34,591 -[screams] - [growls] 811 00:38:34,667 --> 00:38:38,207 [car horn honking] - Hey, what's going on here? 812 00:38:38,271 --> 00:38:39,701 - I'm sorry, you're just gonna have to wait 813 00:38:39,772 --> 00:38:41,072 until the director calls cut. 814 00:38:41,140 --> 00:38:43,350 - Director? These are my students. 815 00:38:43,409 --> 00:38:45,149 - No, sir, they're professionals. 816 00:38:45,211 --> 00:38:48,071 - Cut. Moving on. 817 00:38:48,147 --> 00:38:49,347 You keep this up, and I'll bump you up 818 00:38:49,415 --> 00:38:51,245 from associate producer to co-producer. 819 00:38:51,317 --> 00:38:53,717 - I have no idea what any of that means. 820 00:38:53,786 --> 00:38:55,516 - It means I really appreciate your help. 821 00:38:55,588 --> 00:38:57,628 - I'm not doing this for the credit. 822 00:38:57,690 --> 00:38:59,430 What are big brothers for? - [chuckles] 823 00:38:59,492 --> 00:39:01,822 Okay, I've gotta go. Thank you. 824 00:39:01,894 --> 00:39:03,424 More Rick Baker. 825 00:39:03,496 --> 00:39:05,626 - I wrote this for Akiko's movie. 826 00:39:06,833 --> 00:39:09,563 - Honestly... Wha [spooky electronic music] 827 00:39:09,635 --> 00:39:11,405 It rules. 828 00:39:11,471 --> 00:39:13,161 - Now wait until you hear the remix. 829 00:39:13,239 --> 00:39:14,379 - Looking good, Teen Wolf. 830 00:39:14,440 --> 00:39:15,710 - I better be looking good. 831 00:39:15,775 --> 00:39:17,305 Sat in the makeup chair for two hours. 832 00:39:17,377 --> 00:39:19,207 - Here, check this out. 833 00:39:21,247 --> 00:39:22,877 - Seems far-fetched. 834 00:39:22,949 --> 00:39:25,619 - Yeah, who would believe it? 835 00:39:25,685 --> 00:39:27,785 - Hey, you got any plans later tonight? 836 00:39:27,854 --> 00:39:29,284 - I've got something at midnight, 837 00:39:29,355 --> 00:39:30,755 but can't talk about it. 838 00:39:30,823 --> 00:39:33,183 - Hmm, secretive. Sounds interesting. 839 00:39:33,259 --> 00:39:36,829 - It is. [indistinct chatter] 840 00:39:36,896 --> 00:39:39,196 - Do you guys remember you were gonna kick me out of the group? 841 00:39:39,265 --> 00:39:41,295 - We were gonna kick you out? 842 00:39:41,367 --> 00:39:44,467 - I'm not sure. It was kinda left open-ended. 843 00:39:44,537 --> 00:39:46,237 But you were gonna have a vote. 844 00:39:46,305 --> 00:39:48,435 - Huh, really? 845 00:39:48,508 --> 00:39:50,278 I wonder how that would've turned out. 846 00:39:50,343 --> 00:39:53,513 - Guess we'll never know. 847 00:39:53,579 --> 00:39:55,419 [owl hooting] 848 00:39:55,481 --> 00:39:58,581 [soft dramatic music] 849 00:39:58,651 --> 00:40:05,581 ♪ ♪ 850 00:40:08,060 --> 00:40:10,630 - What? - It's time for the vote. 851 00:40:10,696 --> 00:40:11,796 - Vote? 852 00:40:11,864 --> 00:40:14,264 - To see if you get to stay in the group. 853 00:40:14,333 --> 00:40:15,793 - Who's in favor of Rachel staying 854 00:40:15,868 --> 00:40:17,868 in The Midnight Society? 855 00:40:17,937 --> 00:40:24,907 ♪ ♪ 856 00:40:32,018 --> 00:40:34,788 - [giggles] [laughter] 857 00:40:34,854 --> 00:40:37,284 - Guys. - We so got you. 858 00:40:37,356 --> 00:40:39,656 - Seriously. Why would we kick you out? 859 00:40:39,725 --> 00:40:41,895 You're the best thing to ever happen to this group. 860 00:40:41,961 --> 00:40:44,991 - Accurate, but can we never ever do that ever again? 861 00:40:45,064 --> 00:40:46,694 Very anti-adventure. 862 00:40:46,766 --> 00:40:49,466 - You handled yourself well, Graham. 863 00:40:49,535 --> 00:40:50,935 - [giggles] Thanks. 864 00:40:51,003 --> 00:40:54,173 - Something about our little adventure stuck out to me. 865 00:40:54,240 --> 00:40:55,780 Why Rachel? 866 00:40:55,842 --> 00:40:59,502 Why was she the one destined to stop Mr. Tophat? 867 00:40:59,579 --> 00:41:02,179 Akiko and I have been doing some research. 868 00:41:02,248 --> 00:41:04,688 The tragedy of Marcus Cochran's carnival 869 00:41:04,750 --> 00:41:06,490 turned one little girl into an orphan. 870 00:41:06,552 --> 00:41:08,582 Her name was Alice Hooper. 871 00:41:08,654 --> 00:41:10,754 - She was Rachel's great-great-grandmother. 872 00:41:10,823 --> 00:41:16,153 ♪ ♪ 873 00:41:16,229 --> 00:41:17,829 - [laughs] 874 00:41:17,897 --> 00:41:21,197 - Wait, so this girl became an orphan because of Mr. Tophat, 875 00:41:21,267 --> 00:41:25,237 and then her descendant was the one who ended up defeating him? 876 00:41:25,304 --> 00:41:27,934 - Pretty much. - That's an awesome twist. 877 00:41:28,007 --> 00:41:29,677 - [laughs] 878 00:41:29,742 --> 00:41:32,702 ♪ ♪ 879 00:41:32,778 --> 00:41:35,518 - Well, this sucks. - Why does it suck? 880 00:41:35,581 --> 00:41:38,341 - How's my story supposed to live up to that? 881 00:41:38,417 --> 00:41:39,787 - No pressure, Gavin, 882 00:41:39,852 --> 00:41:43,112 I was kinda wondering if you'd be any good at this. 883 00:41:43,189 --> 00:41:44,659 - Oh, well, this is me at my best. 884 00:41:44,724 --> 00:41:46,684 Just you wait. - [laughs] 885 00:41:48,694 --> 00:41:51,364 Submitted for the approval of The Midnight Society, 886 00:41:51,430 --> 00:41:54,040 I call this story... 887 00:41:54,100 --> 00:41:56,740 [fire whooshes] 888 00:41:56,802 --> 00:42:00,902 "The Return of the Ghastly Grinner." 889 00:42:00,973 --> 00:42:04,073 [grass rustling] 890 00:42:04,143 --> 00:42:06,273 [growling] 891 00:42:06,345 --> 00:42:09,175 - Did you guys hear that? - Nah, what? 892 00:42:09,248 --> 00:42:10,288 - Where is it coming from? 893 00:42:10,349 --> 00:42:13,089 [grass rustling] 894 00:42:13,152 --> 00:42:14,912 [growling] 895 00:42:14,987 --> 00:42:16,757 - I'm not ready for another adventure yet. 896 00:42:16,822 --> 00:42:20,292 - Guys, over there. 897 00:42:20,359 --> 00:42:22,659 [growling] - Can you guys see it? 898 00:42:22,728 --> 00:42:25,268 [dog barking] 899 00:42:25,331 --> 00:42:27,861 [laughter] 900 00:42:27,934 --> 00:42:29,164 - Jefferson. 901 00:42:29,235 --> 00:42:30,965 Jefferson! 902 00:42:34,774 --> 00:42:37,444 What are you guys doing out here? 903 00:42:39,278 --> 00:42:42,418 - Uh... 904 00:42:42,481 --> 00:42:43,911 - [whispering] Somebody say something. 905 00:42:46,485 --> 00:42:49,415 [dramatic music] 906 00:42:49,488 --> 00:42:51,888 ♪ ♪ 907 00:42:51,958 --> 00:42:53,188 Gavin? 908 00:42:53,259 --> 00:43:00,439 ♪ ♪ 909 00:43:02,301 --> 00:43:03,761 So, Adam... 910 00:43:06,706 --> 00:43:10,436 Do you like scary stories?