[waves]
[swings creaking]
[shutter banging]
[child laughing]
[footsteps]
[flame sizzling]
That is SO not fair!
What's not fair?
You know that club that I belong to at school?
The Ring Club?
You mean that snobby club with the jocks and what-not?
It's a service club.
Andy tried to get in and they turned him down.
Didn't you say something? Sure!
I told them what a great guy he is and...
They turned him down anyway... snobs!
Look. He probably knows by now, so when he gets here,
don't say anything.
No problem. -Okay.
Hey guys!
Andy I'm sorry. -You OK man?
It's okay, I'm not upset.
But it's not fair!
Well, things aren't always fair...
and I got a good story out of it.
If it's about those guys, it's a horror story.
Hey, they're not that bad!
It's a story about trying to join a club,
and about the different things you could do
if you don't get in.
You could let it go and move on.
You could get mad.
Or you could...
get even.
Submitted for the approval of The Midnight Society,
I call this story...
Those who dare enter this place, must pay the ultimate price.
You four are the last.
You must pass the test, or suffer the consequences.
These bowls hold the cold intestines of a wild boar.
You must reach inside, and grab a handful...
now eat!
EAT!
NO WAY I'M OUTTA HERE!
Well I guess he didn't have the guts.
Cherry Gelatin.
Delicious!
Nicely done gentleman, you've passed the test of bravery.
Only one test remains before you can join The Lion Society.
Man, I almost puked.
You really thought those were guts?
Nah. I hate cherry gelatin. Yeech.
Oh man, I can't believe we're gettin' in The Lion Society!
We're gonna rule this school.
You psyched?
I'll be psyched once we're in.
What could happen?
You and I we're a team, we're in,
this school's never gonna be the same!
Alright??
You three are all that remain of this years candidates.
The Lion Society has a long tradition of accepting only the
most worthy of members from the students here at
Tillinghast Academy.
We'd be proud to have each of you.
Congratulations.
But one test remains...
the most difficult of all.
The tradition is that before a candidate can join the club,
they must pull off a...
bold prank.
A joke.
Something daring, original and creative...
all the traits of a Lion.
Oh, and... you can't get caught.
Good luck!
Chandler, can I speak to you for minute?
Sure.
Congratulations, you're in.
Really? That's great but, you gotta see my prank first.
I'm not worried about that.
But there is a slight problem.
Your roommate.
Oh, Alex?
He's a great guy. Is he?
We don't exactly feel that he's Lion Society material.
Frankly we didn't think he'd get this far.
He's on the honor roll, he's an athlete,
he's the best at...
This isn't a discussion. I'm telling you.
You're in and, he's out.
And if you have any problem with that, you can BOTH be out.
Don't be an idiot.
Oh, and would you mind telling him yourself?
I think it would be easier coming from you.
Maybe I'll send out a bogus e-mail declaring some sort
of school holiday.
Or, I know, I'll put something in the school paper.
Yeah!
Big headline: Lizards from biology lab lost in sewers...
be careful where you sit!"
Hey what are you going to do?
Ummm, I was thinking of swipping the painting from the Hall of
Headmasters and hang it up on the detention board.
Hey that's cool.
Man, this is gonna be great! We're gonna have a...
They don't want you, Alex.
What?
Renfrew told me.
He said you're out.
But... why? I didn't even...
I don't know.
Yeah you do.
It's cuz I'm a scholarship kid.
I'm not from some rich society family.
I'm sorry man.
So what are you gonna do?
My grandfather was a Lion, Al.
And my father was too.
I can't quit.
Oh well, so much for the team.
[alarm siren]
HEY! STOP!
I'm dead meat!
I thought you were going to hang it on the detention board?
A guard showed up. I had to bolt.
Search every room.
Find that painting!
Campus Security! Open up!
Quick he's coming!
Oh I am fried!!!
Try here.
Campus Security! Open up!
What am I gonna do?
Hold on. We'll just hide the painting and then...
whoa.
Campus security! -Just a minute!
Roll it up!
Campus security!
What's the hubba?
Room search.
Something wrong?
No.
Sorry to bother you.
Oh man, I coulda got expelled for that.
Thanks man.
No problem.
Anything to get you in The Lion Society.
Chandler?
What was that?
What was what?
I heard a...
Hey wasn't there a guy in this picture?
Why?
Well he's not there anymore.
Maybe because he wasn't there in the first place.
Go to sleep.
What about that creaking noise?
I don't know.
The closet?
Mmm...
I'm gonna check the hall.
Alex?
Ahhh!! -Quiet!
You'll wake the dead!
Alex I think you oughtta come and see this.
The guy in the picture! He's back!
Chandler!
Help! Somebody help me! Heeeelp!
What is your problem???
Chandler! He was sucked into the picture!
What??? -I swear!
And there's a kid in the picture! He's got a...
He's gone again!
But he was on the porch.
He had - he had a camera.
And there were sounds, like creaking, and...
You know the The Lion Society doesn't want you?
Yeah but...
Then don't bother pulling off a prank.
Good night.
But it's not a prank!
I said... good night.
The portrait of Headmaster Broffman was done in
the mid 1940s.
It hung right there until last night when it was stolen.
Would you know if there was something...
under it?
Under it... like what?
Well... Nothing.
If you want more information, check the old yearbooks
in the stacks.
Thanks.
Lion Society... 1944.
I bet they were a bunch of jerks back then too.
Band...
Hockey team...
camera club...
Jasper Davis.
Died in 1944.
Do you have it?! -Ahhh!
Professor Barish.
Do you have the photo?
What photo?
The one behind the painting.
I don't know what you're talking about.
Now don't be coy, Alex. If you have it, tell me.
I don't have it!
Where's Chandler, Alex?
You won't believe me.
He's in the photo, isn't he?
How d'you know?
Because my friend is in there too.
Jasper Davis and I came to Tillinghast the same year.
He was my best friend.
I joined The Lion Society and I got Jasper the job of taking
the official photograph.
That's us.
Stuffy looking crew.
Not much has changed. No, I suppose not.
Well, the members decided to play a prank and they told
Jasper they wanted him to join the club.
But he wasn't Lion Society material, right?
No.
Of course Jasper was thrilled.
He thought he was gonna finally fit in.
But he wasn't.
No, he wasn't.
When they told him they'd no intention of accepting him,
he got upset and he ran off.
But the boys wouldn't stop.
They chased after him, making fun of his clothes,
and the way he spoke...
it was inexcusable...
what an arrogant group of fools.
What happened?
Jasper ended up running onto the roof.
There was a terrible accident...
he fell.
And died.
Yes.
The clubhouse was moved across campus
to this building right here.
Then about a month later, the photo mysteriously
appeared on the wall.
That very same night I saw two boys pulled into it.
Yeah like Chandler!
No one believes me.
They won't believe me either.
I didn't know what to do, so I hid it behind the portrait of
Broffman, hoping one day I'd have the courage to find out
what happened. So what are we going to do?
I don't know, but we can't let that photo get anyone else.
What do YOU want?
I'm looking for Chandler.
Yeah, well he's not here.
Did I invite you in?
Listen Alex, about The Lion Society...
I don't want to hear it.
You wouldn't have been happy with us. Trust me.
Whatever. See ya.
Where did you get this old thing?
Get away from that!
Wait, I know this!
It's the Old Lion Society clubhouse.
It is?
Yes. The one that's on the old part of campus.
Look. There's even a kid on the porch.
Don't look at him!
Why not?
Oh man.
Oh man oh man oh man!
Old part of campus?
Welcome to MY club.
Jasper Davis? But you're...
Dead? Yeah. I know. Ouch.
And it was all their fault.
They rejected me, you know.
And then they killed me right outside.
Well you're not so high and mighty now,
are you lions?
Where are they?
Right there! In the pictures,
and that's where they're gonna stay, forever.
But, you fell off the building. It was an accident.
Was it?
If only they had let me in their stupid club,
I never would have fallen.
But no, I wasn't good enough.
I didn't dress like them.
I didn't have lots of money.
Well I got the last laugh, didn't I because I took
some of 'em with me...
And now it's your turn.
Jasper, leave him alone.
Felix? Is that you?
Yes.
You got old.
Felix was my friend.
But it was more important for him to be a Lion.
He chased me onto the roof with the others.
No! I came to help you.
Then he covered up my picture for all those years.
I was all alone.
I had to stop you!
You were going to take more of the Lions!
You're right! I was!
And now I've got a prime spot saved just for you,
old buddy.
No Jasper.
Welcome to MY club, Felix!
Stop it!
Looks like THAT won't work!
Smile for the birdie.
Jasper! Noooo!!!
Your turn.
Aw c'mon, it doesn't hurt!
Jasper don't do this.
Sorry, you're gonna be part of MY club now.
Okay, okay, but if I'm gonna be stuck on that wall forever,
I want to at least look good.
All my photographs look good.
I'm an excellent photographer.
Right, yeah, sure.
I want a good close up.
Get in real nice and close.
Say cheese!
Noooo! Hey Alex?
Nice shot, man. Chandler!
Are you guys alright?
We are now, thanks to you. Hey.
What about those other guys from back in '44?
Let's hope they've gone to a better place...
along with Jasper.
Poor fellow.
I wish I could be angry with him, but I just feel sad.
Good show, Alex.
I believe we made a mistake.
Welcome to The Lion Society!
You're in!
Tell you what, you Lion Society geeks have fun telling each
other you're better than everybody else.
And I'll hang with people who have better things to do.
You can't be serious!
Chandler, convince the boy. Of what?
That he should hang around with a gang of loser snobs?
I don't think so.
I'm out too.
I should have said that years ago.
I gotta return the picture of Broffman.
C'mon!
Uh, wait for me!
Please!?!
The end. Good story Andy.
-That was great. It was creepy.
So? You gonna get even for not getting into that club?
Nah, that's no me.
And as it turns out...
They let me in!
That's great! -Really?
It's all cuz of Tucker.
He really fought for me, and when they
still said no, he quit.
Really? You quit for Andy?
That is SO COOL.
But they changed their minds?
Well, since you quit, there was an extra spot in the club so...
So... you took MY place???
I gotta get to those guys!
Did you really take his spot???
No!
I just like seeing him go all snaky like that.
He's still in...
and so am I.