1 00:00:01,044 --> 00:00:02,924 [blowing] 2 00:00:07,005 --> 00:00:09,926 - Where were you? - It's OK, Frank. 3 00:00:09,926 --> 00:00:11,486 We're waiting for you. 4 00:00:11,486 --> 00:00:13,566 We were supposed to come together. 5 00:00:13,566 --> 00:00:15,527 Oh, yeah. I forgot. Sorry. 6 00:00:15,527 --> 00:00:17,487 Forgot? Great. You know, thanks a lot! 7 00:00:17,487 --> 00:00:19,527 Be careful with that. It's my father's. 8 00:00:19,527 --> 00:00:22,088 I ought to make you eat this! 9 00:00:22,088 --> 00:00:24,488 - What's the big deal? - Well, you see-- 10 00:00:24,488 --> 00:00:26,808 All right. Just forget it. 11 00:00:26,808 --> 00:00:30,609 - Poor Frankie lost his flashlight. - Let it go, Eric. 12 00:00:30,609 --> 00:00:35,050 - And what? - And he's afraid of the dark. 13 00:00:35,330 --> 00:00:38,730 - What? - Not Mr. Tough Stuff. 14 00:00:38,730 --> 00:00:40,651 It's OK. 15 00:00:40,651 --> 00:00:42,891 I get scared in the dark sometimes, too. 16 00:00:42,891 --> 00:00:45,051 I'm not afraid of the dark! 17 00:00:45,051 --> 00:00:46,412 I just wasn't sure 18 00:00:46,412 --> 00:00:48,532 I could find the clearing without a flashlight. 19 00:00:48,532 --> 00:00:51,092 - You're gonna pay for this, man! - Don't kill him yet. 20 00:00:51,092 --> 00:00:55,053 - He's telling the story tonight. - Yeah, and it's a good one. 21 00:00:55,053 --> 00:00:57,533 There's a little boy in it who's afraid of the dark. 22 00:00:57,533 --> 00:00:59,254 You're dead meat. 23 00:00:59,254 --> 00:01:00,974 Sit down, Frank. Don't be strange. 24 00:01:00,974 --> 00:01:04,015 - No. I'll stand. - Just tell the story. 25 00:01:05,415 --> 00:01:07,015 Well, everyone knows 26 00:01:07,015 --> 00:01:10,456 that there's nothing in the dark that can hurt you... 27 00:01:10,456 --> 00:01:12,376 most of the time. 28 00:01:13,816 --> 00:01:17,937 Submitted for the approval of the Midnight Society... 29 00:01:17,937 --> 00:01:21,657 I call this story... 30 00:01:21,657 --> 00:01:23,498 [fire hisses] 31 00:01:30,419 --> 00:01:32,659 [Eric] Andy Carr wasn't doing so hot. 32 00:01:32,659 --> 00:01:35,940 His folks got divorced, and his mom wasn't making much money. 33 00:01:35,940 --> 00:01:37,980 He tried to help her as beat he could, 34 00:01:37,980 --> 00:01:39,940 like with his paper route. 35 00:01:39,940 --> 00:01:42,381 It gave him money to buy lunch at school. 36 00:01:42,381 --> 00:01:44,581 Things were pretty tough. 37 00:01:46,141 --> 00:01:49,142 Then, one day, it looked like his luck changed. 38 00:01:49,142 --> 00:01:52,463 His mom inherited a big old house 39 00:01:52,463 --> 00:01:55,143 from some uncle she could hardly remember-- 40 00:01:55,143 --> 00:01:57,503 Just like that. Didn't cost her a dime. 41 00:01:57,503 --> 00:02:00,984 It was kind of old but a lot better than the puny apartment 42 00:02:00,984 --> 00:02:02,944 they lived in. 43 00:02:02,944 --> 00:02:06,545 It really looked like the Carrs' luck was changing, 44 00:02:06,545 --> 00:02:08,905 except there are two kinds of luck, 45 00:02:08,905 --> 00:02:12,386 and you don't always get the kind you want. 46 00:02:13,346 --> 00:02:14,346 Aah! 47 00:02:18,307 --> 00:02:19,707 Hey! 48 00:02:21,467 --> 00:02:24,308 You mess with me, kid, and I'll deck you. 49 00:02:24,308 --> 00:02:25,788 What? 50 00:02:25,788 --> 00:02:28,028 Everybody was glad when your nut-bag uncle kicked. 51 00:02:28,028 --> 00:02:31,109 - Then you had to show up. - I never even met the guy! 52 00:02:31,109 --> 00:02:33,229 You're his family. It's the same thing. 53 00:02:33,229 --> 00:02:35,630 If you get in my face again, you're history. 54 00:02:35,630 --> 00:02:38,230 - Who are you? - I'm your new neighbor. 55 00:02:38,230 --> 00:02:41,071 Welcome to the neighborhood. 56 00:02:45,071 --> 00:02:47,352 [video game beeping] 57 00:02:47,352 --> 00:02:50,992 Oh, I hate these things. They're so stupid. 58 00:02:50,992 --> 00:02:53,873 - Mom? - Yeah? 59 00:02:53,873 --> 00:02:57,473 - What was Uncle Niles like? - I don't remember. 60 00:02:57,473 --> 00:03:00,514 Last time I saw him, I was Christina's age. 61 00:03:00,514 --> 00:03:03,274 This is useless. Do me a favor. 62 00:03:03,274 --> 00:03:05,435 Go down in the basement and see if he had a ladder. 63 00:03:05,435 --> 00:03:06,635 The basement? 64 00:03:06,635 --> 00:03:09,515 Yeah. There's a bunch of junk down there. 65 00:03:09,515 --> 00:03:11,315 Uhh... I don't know. 66 00:03:11,315 --> 00:03:14,436 What's the matter, Andy? Afraid of the dark? 67 00:03:14,436 --> 00:03:16,996 No, I'm not afraid of the dark. 68 00:03:18,397 --> 00:03:22,357 Be careful down there. It's a real mess. 69 00:05:04,574 --> 00:05:07,375 Hey, somebody at the wall switch up there, 70 00:05:07,375 --> 00:05:09,255 I need some power. 71 00:05:09,255 --> 00:05:11,935 [Christina] Do it yourself. 72 00:05:17,096 --> 00:05:20,137 - [static] - How's that? 73 00:05:20,137 --> 00:05:23,777 - Good. Thanks. - [tuning stations] 74 00:05:32,419 --> 00:05:35,339 [lively music playing] 75 00:05:36,819 --> 00:05:38,420 [door rattling] 76 00:05:38,420 --> 00:05:40,380 [music stops] 77 00:05:41,420 --> 00:05:44,301 [tuning stations] 78 00:05:44,301 --> 00:05:48,221 - [creaking] - I heard that. 79 00:05:51,782 --> 00:05:53,462 [sigh] 80 00:05:53,462 --> 00:05:55,262 [tuning stations] 81 00:05:55,262 --> 00:05:59,463 - [rock and roll playing] - Yeah. 82 00:06:00,943 --> 00:06:03,064 Who's there? 83 00:06:09,945 --> 00:06:11,745 Hello, Andy. 84 00:06:12,505 --> 00:06:15,106 - Come on in. - Aah! 85 00:06:15,106 --> 00:06:17,946 - [crash] - Aah! Mom! 86 00:06:20,747 --> 00:06:22,827 Ooh. Bogeyman in the basement. 87 00:06:22,827 --> 00:06:24,107 I love it. 88 00:06:24,107 --> 00:06:27,268 Uncle Niles may be dead, but he's not forgotten. 89 00:06:27,268 --> 00:06:29,828 - Ooh! - Yeah! 90 00:06:29,828 --> 00:06:32,469 You OK, Frank? 91 00:06:32,469 --> 00:06:34,229 Frank? 92 00:06:34,229 --> 00:06:38,630 - Where'd he go? - I didn't see him leave. 93 00:06:38,630 --> 00:06:40,950 He couldn't take it. I told you he was chicken. 94 00:06:40,950 --> 00:06:43,590 Keep going. He'll come back. 95 00:06:43,590 --> 00:06:47,191 So, anyway, Andy freaked and ran up to get his mom, 96 00:06:47,191 --> 00:06:49,911 and his worst nightmares were coming true. 97 00:06:49,911 --> 00:06:52,312 [Andy] It was in there! It talked to me! 98 00:06:52,312 --> 00:06:54,272 It said, "Come in, and I'll suck your blood," 99 00:06:54,272 --> 00:06:56,833 - or something like that. - Get lost! 100 00:06:56,833 --> 00:06:58,993 Get back upstairs... now! 101 00:06:58,993 --> 00:07:00,353 Uhh! 102 00:07:01,833 --> 00:07:05,234 It... it was probably a rat or something. 103 00:07:05,234 --> 00:07:07,834 - Rats don't talk. - Good. 104 00:07:07,834 --> 00:07:09,515 I hate rats. 105 00:07:14,035 --> 00:07:15,676 Andy... 106 00:07:16,956 --> 00:07:19,076 Honey, come over here. 107 00:07:22,437 --> 00:07:25,597 It's the root cellar. Ha ha ha! 108 00:07:25,597 --> 00:07:28,998 I swear, Mom. There was something in here! 109 00:07:28,998 --> 00:07:33,399 Well, maybe it was a rat... or the leaky old plumbing. 110 00:07:33,399 --> 00:07:36,519 This house is falling apart. 111 00:07:39,600 --> 00:07:41,720 What's this? 112 00:07:41,720 --> 00:07:44,801 Oh, I was playing with the old radio and... 113 00:07:44,801 --> 00:07:46,801 Well, there's your bogeyman. 114 00:07:46,801 --> 00:07:49,761 Must have been something on the radio. 115 00:07:49,761 --> 00:07:52,282 - [sigh] - I don't know. 116 00:07:52,282 --> 00:07:57,043 Oh, honey, I know it's been tough, but I really need you 117 00:07:57,043 --> 00:07:59,683 to be strong for me right now, OK? 118 00:07:59,683 --> 00:08:02,323 - OK. - Yuck! That's my guy. 119 00:08:02,323 --> 00:08:06,484 Let's get something to eat before Christina gets it all. 120 00:08:23,327 --> 00:08:26,407 And don't give me no lip! 121 00:08:27,768 --> 00:08:30,448 You want an allowance, you earn it! 122 00:08:30,448 --> 00:08:32,608 Yeah, yeah. 123 00:08:56,412 --> 00:08:58,733 Oh, man. You're gonna die. 124 00:09:08,334 --> 00:09:11,455 Man. Oh, man. 125 00:09:15,375 --> 00:09:16,816 You're mine! 126 00:09:23,577 --> 00:09:26,457 - I got you! - [rattling] 127 00:09:26,457 --> 00:09:31,218 I'm gonna get you, man! You can't stay in there forever! 128 00:09:31,218 --> 00:09:32,218 Uhh! 129 00:10:00,103 --> 00:10:01,943 I got to be strong. 130 00:10:19,346 --> 00:10:22,066 Boo! What's the matter? 131 00:10:22,066 --> 00:10:23,987 I thought you weren't afraid of the dark. 132 00:10:23,987 --> 00:10:26,227 What are you doing down here? 133 00:10:26,227 --> 00:10:28,147 Playing. Boy, you're such a wuss. 134 00:10:28,147 --> 00:10:30,428 Don't come down here alone anymore. 135 00:10:30,428 --> 00:10:32,588 Yeah. The bogeyman might get me. 136 00:10:35,189 --> 00:10:37,509 [video game beeping] 137 00:10:39,109 --> 00:10:42,550 And now... the fireplace. 138 00:10:47,071 --> 00:10:50,271 - Mom? - Yeah? 139 00:10:50,271 --> 00:10:53,392 Who was Uncle Niles? Like, what did he do? 140 00:10:53,392 --> 00:10:55,472 Oh, he was a stranger guy. 141 00:10:55,472 --> 00:10:59,353 He never left the house but somehow got filthy rich. 142 00:10:59,353 --> 00:11:02,233 Nobody knows where the money came from. 143 00:11:02,233 --> 00:11:05,634 From what I hear, the neighbors didn't like him too much. 144 00:11:05,634 --> 00:11:07,394 They thought he was kind of looney. 145 00:11:07,394 --> 00:11:11,595 - How did he die? - He was old and just stopped living. 146 00:11:11,595 --> 00:11:15,075 They found him in the basement at the bot-- 147 00:11:15,075 --> 00:11:18,196 Ha ha ha. Let's chance the subject. 148 00:11:18,196 --> 00:11:22,076 Chris, go down and put the clothes in the laundry for me, OK? 149 00:11:22,076 --> 00:11:27,197 - [video game beeping] - Christina. 150 00:11:27,197 --> 00:11:30,158 - Mom! I'm busy. - [sigh] 151 00:11:30,918 --> 00:11:35,038 - Oh, Mom. - I'm filthy. 152 00:11:36,319 --> 00:11:38,159 Please. 153 00:11:42,320 --> 00:11:45,640 Remember, there's nothing down there. 154 00:11:45,640 --> 00:11:47,881 [rock and roll playing] 155 00:12:23,926 --> 00:12:26,807 [creaking] 156 00:12:36,328 --> 00:12:40,129 Hi, Andy. Won't you come play with me? 157 00:12:40,129 --> 00:12:43,650 We can have lots of fun. 158 00:12:43,650 --> 00:12:45,970 Just come with me. 159 00:12:54,692 --> 00:12:56,532 Andy? 160 00:12:57,212 --> 00:12:59,132 [Mrs. Carr] Everything OK? 161 00:12:59,132 --> 00:13:01,653 Hurry. Please hurry. 162 00:13:01,653 --> 00:13:03,973 Hey, you. 163 00:13:03,973 --> 00:13:06,934 What are you doing? 164 00:13:06,934 --> 00:13:10,254 - [music stops] - Aah! 165 00:13:11,654 --> 00:13:14,695 Andy? [echoing] Andy... 166 00:13:16,815 --> 00:13:19,576 - What? - Are you OK? 167 00:13:19,576 --> 00:13:21,136 Yeah. Sure. 168 00:13:21,136 --> 00:13:23,016 [Eric] Andy was, like, hypnotized. 169 00:13:23,016 --> 00:13:26,097 He didn't remember anything that happened, 170 00:13:26,097 --> 00:13:28,617 which means he didn't know enough 171 00:13:28,617 --> 00:13:32,458 to never go down in the basement again. 172 00:13:40,219 --> 00:13:42,099 [unlocks door] 173 00:13:48,900 --> 00:13:51,301 "Hi, honey. I'll be at the store till 5:00. 174 00:13:51,301 --> 00:13:55,742 "Do me a favor and throw these traps in the wash." 175 00:13:56,822 --> 00:13:59,102 [guitar music playing] 176 00:14:38,109 --> 00:14:39,069 [static] 177 00:14:40,749 --> 00:14:44,150 [carnival music playing] 178 00:14:47,230 --> 00:14:49,030 [tuning stations] 179 00:14:55,551 --> 00:14:57,792 [creaking] 180 00:15:06,153 --> 00:15:08,193 [carnival barker] Hurry! Hurry! Hurry! 181 00:15:08,193 --> 00:15:11,194 Step right up for the time of your life. 182 00:15:11,194 --> 00:15:14,395 We've got games. We've got rides. 183 00:15:14,395 --> 00:15:17,235 We've got prizes like you've never seen. 184 00:15:17,235 --> 00:15:19,035 That's right, son. Don't delay. 185 00:15:19,035 --> 00:15:22,036 We've got all kinds of surprises in here. 186 00:15:22,036 --> 00:15:24,276 [carnival music continues] 187 00:15:30,637 --> 00:15:34,798 Oh, don't stop now, son. You're almost... 188 00:15:34,798 --> 00:15:36,958 - here! - No! 189 00:15:36,958 --> 00:15:41,199 What's the matter, Andy? Don't you want to have some fun? 190 00:15:41,199 --> 00:15:42,639 Ha ha ha ha! 191 00:15:45,160 --> 00:15:47,440 Oh, yeah! 192 00:15:47,440 --> 00:15:52,801 This is going to be some show! Ha ha ha ha! 193 00:15:52,801 --> 00:15:56,521 Ha ha ha ha! 194 00:16:01,122 --> 00:16:03,563 [silence] 195 00:16:17,605 --> 00:16:19,085 Music! 196 00:16:19,085 --> 00:16:21,926 It's music! 197 00:16:28,807 --> 00:16:31,847 [music playing] 198 00:16:31,847 --> 00:16:33,568 [turns music off] 199 00:16:34,408 --> 00:16:36,328 [music playing] 200 00:16:42,929 --> 00:16:46,130 - I got to tell Mom! - [turns music off] 201 00:16:55,091 --> 00:16:58,332 Nice day for a ride, isn't it? 202 00:16:58,332 --> 00:17:01,132 Stop! I've got to go find my mom. 203 00:17:01,132 --> 00:17:03,773 Your mom's not going to help you now, kid. 204 00:17:03,773 --> 00:17:05,813 Uh! Oh! 205 00:17:05,813 --> 00:17:07,373 Get used to it, kid. 206 00:17:07,373 --> 00:17:10,294 I'm going to beat on you for the rest of your life. 207 00:17:10,614 --> 00:17:13,214 [truck horn honks] 208 00:17:13,454 --> 00:17:14,934 Don't! 209 00:17:18,055 --> 00:17:21,335 - Don't! - [honks horn] 210 00:17:27,176 --> 00:17:30,537 Now you've got to deliver your stupid papers by foot, 211 00:17:30,537 --> 00:17:33,777 and you'll never get away from me. 212 00:18:28,907 --> 00:18:31,267 Howdy, neighbor. 213 00:18:36,708 --> 00:18:38,708 When you're done, come over and clean my house. 214 00:18:38,708 --> 00:18:41,869 - You make a good maid. - You're dead! 215 00:18:48,670 --> 00:18:50,950 Kid, you are toast. 216 00:18:56,951 --> 00:19:00,832 Hey! Hey, let me out! 217 00:19:00,832 --> 00:19:02,592 Let me out, you little freak! 218 00:19:02,592 --> 00:19:05,233 Let me out! I'm gonna kill you! 219 00:19:09,473 --> 00:19:11,714 You're gonna die! 220 00:19:14,234 --> 00:19:16,914 - [knocking] - What's the matter, Koda? 221 00:19:16,914 --> 00:19:19,195 You're not afraid of the dark, are you? 222 00:19:19,195 --> 00:19:21,835 I'm gonna kick your butt, Carr! I swear! 223 00:19:21,835 --> 00:19:23,275 I don't know. 224 00:19:23,275 --> 00:19:26,796 I think your butt-kicking days are over. 225 00:19:27,956 --> 00:19:29,517 [heavy metal music playing loudly] 226 00:19:29,517 --> 00:19:31,557 Aah! Oh! 227 00:19:31,557 --> 00:19:35,237 - Aah! - [music continues] 228 00:19:50,800 --> 00:19:51,880 Aah! Aah! 229 00:19:58,401 --> 00:19:59,641 [music stops] 230 00:19:59,641 --> 00:20:01,842 Koda? 231 00:20:03,762 --> 00:20:05,162 [door creaks] 232 00:20:08,923 --> 00:20:10,803 Had enough? 233 00:20:11,763 --> 00:20:15,564 You mess with me, I'll do this to you again. 234 00:20:41,488 --> 00:20:44,449 [guitar music playing] 235 00:20:56,131 --> 00:20:59,211 [deep voice] It's yours, Andy. 236 00:20:59,211 --> 00:21:04,892 I'll give you anything you want, just like I did for your uncle. 237 00:21:04,892 --> 00:21:08,933 - Who are you? - [deep voice] Anything you want. 238 00:21:08,933 --> 00:21:12,413 You only have to do one thing. 239 00:21:12,413 --> 00:21:14,614 What's that? 240 00:21:14,614 --> 00:21:16,814 Feed me. Feed me. 241 00:21:17,774 --> 00:21:21,055 [Christina] Andy, I'm home. 242 00:21:23,575 --> 00:21:27,256 Mom says you have to make me dinner, 243 00:21:27,256 --> 00:21:30,576 and it better be good, or you're gonna get it. 244 00:21:30,576 --> 00:21:33,697 [deep voice laughing] 245 00:21:39,978 --> 00:21:43,659 He didn't feed his own sister to the thing, did he? 246 00:21:43,659 --> 00:21:46,539 No, but he made sure that she didn't bother him anymore. 247 00:21:46,539 --> 00:21:47,739 Cool. 248 00:21:47,739 --> 00:21:50,980 I'd have done it. The little brat deserved it. 249 00:21:50,980 --> 00:21:52,780 Great story, Eric. 250 00:21:53,580 --> 00:21:56,701 Well, it's getting late. We got to go. 251 00:21:59,941 --> 00:22:03,862 I declare this meeting of the Midnight Society closed. 252 00:22:09,103 --> 00:22:10,903 Hey, where's Frank with my father's flashlight? 253 00:22:10,903 --> 00:22:12,743 I got to take that thing home. 254 00:22:12,743 --> 00:22:14,624 So wait for him. He'll be back. 255 00:22:14,624 --> 00:22:16,304 Wait? Here? Alone? 256 00:22:16,304 --> 00:22:19,384 Why can't you wait with me, Kristen? 257 00:22:19,384 --> 00:22:22,985 What's the matter, Eric? Afraid of the dark? 258 00:22:22,985 --> 00:22:25,345 Hey, no problem. I'll wait. 259 00:22:33,387 --> 00:22:36,507 I am not afraid of the dark. 260 00:22:36,507 --> 00:22:39,268 I'm not afraid of the dark. 261 00:22:40,148 --> 00:22:42,668 Frank! Frank, let's go! 262 00:22:42,668 --> 00:22:44,869 It's getting late! Come on! 263 00:22:47,349 --> 00:22:50,230 [softly] # I'm not afraid of the dark # 264 00:22:50,230 --> 00:22:52,670 # I'm not afraid of the dark # 265 00:22:52,670 --> 00:22:54,270 Aah! 266 00:22:54,270 --> 00:22:56,311 Paybacks are sweet! 267 00:22:56,311 --> 00:22:58,591 [Frank laughing] 268 00:22:58,951 --> 00:23:01,151 Captioned by Grant Brown