[Muffled heartbeat]
[Thunder]
[Child laughs]
[Footsteps]
You ever get the feeling you're being watched?
Hey, yo, turn off the brights.
[Boy] Yeah.
We know who you are.
[Girl] Really? Who are we?
[Frank] OK, I give up.
We're surrounded by monsters.
Ooh, I'm so scared.
[Girl] You see us every week,
but... do you really know us?
[Boy] Do you really know anyone?
[Girl] Even yourselves?
If you stare long enough,
you might see a stranger here.
Are we having a story tonight,
or are we just playing games?
Does that answer your question?
My story is about strangers among us.
You see them every day
but never take the time to look,
but if you did,
you might find that the scariest strangers
are the ones inside ourselves.
Submitted for the approval of the Midnight Society,
I call this story...
No one lived on the top floor,
the thirteenth floor of the old renovated building.
The last tenants had disappeared years ago...
Vanished into thin air.
Be careful now.
Remember what happened
to the last people who lived up here.
What?
As if we haven't heard this a million times.
No one knows.
Gus, you always say that.
It's just I don't like you kids
playing up here by yourselves,
and the thirteenth floor on top of it.
Makes me uneasy.
Thirteenth floor-- whoo... spooky.
Come on. Let's play.
[Betty Ann] Karin and her brother Billy
lived on the twelfth floor
and used the thirteenth as their own private space.
Can't we do something
I'm good at for a change?
[Karin] Billy!
I hate sports.
Come on. I'll go easy on you.
Just keep your eye on the ball.
[Betty Ann] No one ever went up there,
so they always had the place to themselves,
but that was soon going to change.
Yeah! All right.
OK, OK. I can do this.
Slap shot.
OK.
Ah, I think the net's right there.
I know that.
If I had your genes, I could do it.
What have my jeans got to do with it?
Not your blue jeans, zipper head.
Your biological genes.
My real parents must have been klutzes like me.
Will you get off that?
You can't use your adoption as an excuse
every time you can't do something.
Why not?
It's very convenient.
[Whirring and rumbling]
What was that?
I don't know. Come on. Let's split.
Come on. Come on.
Going down?
Where's Gus?
Gus was called away.
He had an emergency.
I'm Leonid-- the replacement elevator operator.
Come on. We'll walk.
Hello, Karin.
How are you?
We've come for a little visit.
Are you talking to me?
What do you think?
I think I'm dreaming.
13, please.
Oh, I'm sorry,
but the new tenants are fumigating today.
What new tenants?
That's our place.
Going down?
No, thanks.
[Karin] I had another recurring dream.
[Billy] You mean the one
where you're flying through outer space?
No. Another one.
There was this guy. He was on television--
What's this?
For Karin.
It doesn't have your last name or any stamps.
Maybe it's a secret admirer.
I wish.
"The toy factory."
What is it?
An invitation from a toy company on the thirteenth floor.
That's who moved in.
What's a toy company doing in an apartment building?
They want to test new toys
and sports equipment on kids,
and I'm invited.
Why you?
Why not?
It's for anytime tomorrow.
I don't want to go.
They didn't invite me. They want you.
I'm not good at sports stuff.
I'd get embarrassed.
So what?
Maybe they'll give away some free stuff.
I don't know.
Hello, Karin.
We very much want you to come tomorrow.
Why?
Because you're a very special person.
It wouldn't be the same without you.
Say you'll come.
OK. Yeah, yeah.
[Billy] What changed your mind?
I don't know. I just did.
But you got to come with me.
They didn't invite me.
Billy, please.
All right.
I want to check this out, too.
Race you up the stairs?
I win.
As usual.
[Whirring]
Wow!
This is wild.
Hello. I'm Olga,
and you must be Karin.
Yeah. This is my brother Billy.
I see.
Nice of you to bring Karin here, Billy.
We won't be needing you.
Wait. He's with me.
But we only need one test subject.
She's my sister.
When I leave, she leaves with me.
Very well. This way, please.
[Karin] What kind of toys do you make?
You'll see.
What do we get for doing this?
What do you want?
Well, maybe some free stuff.
I think that can be arranged.
[Karin] Oh, my gosh.
[Billy] Cool.
[Olga] Go ahead.
Groovy.
This is Raymond, our technician.
He will explain everything to you.
Hello.
Both children?
Yes, both children.
What do we have to do?
Each of these buttons plays a note.
[Plays musical notes]
I will play several notes in a row.
Then you must hit the buttons
and repeat the sequence.
Sounds like a test.
[Raymond] It's a race
to see who can react the fastest.
A coordination game.
Forget it. I'll lose.
There are no winners in this game.
What's this got to do with toys?
Ah, this helps us in our design process.
[Plays musical notes]
Piece of cake.
Here, like this.
No helping.
We'll try again.
[Whirring changes pitch]
See? You're getting it.
Yeah. All right! This is fun.
For once, I'm winning.
Again!
[Billy] Just wait.
Wait. I'll get it.
Are you OK?
Yeah, yeah, I'm fine.
I can do this.
[Raymond] Billy.
Keep at it until you get it right.
Karin... while he's practicing,
we can move on to the next game.
Will she be ready?
Yes, but the boy is with her.
Unfortunate.
We don't have much time.
We must leave by 6:00.
She will be ready.
[Raymond] I think you're going to like this next test.
So far, so good.
What's this for?
It's all right, my dear.
We're going to stimulate parts of your brain
you've never used before.
You will reach your full mental and physical powers soon.
Now, I want you to stare at this ball
and move it with your mind.
What?
Close your eyes. Let your thoughts surround the ball.
Hold it in your mind.
Now open your eyes and point.
Push it with your mind.
Good.
Very good.
You're doing that, right?
Make it do something else
and don't tell me what.
Wow.
Am I really doing that?
Billy, look.
[Karin] What's wrong with him?
We have a surprise for you.
We're going on a trip.
No. I don't want to go.
Ugh.
Stop that! You're hurting him.
I am simulating the atmospheric pressure of home.
We want to be sure you will survive there.
Where?
What are you talking about?
Once you have reached your median capacity,
we will transfer you to the ship.
What ship?
I'm not going in any ship!
Ah, that's better.
Aah!
Billy, help me! Let me out!
[Screaming]
Help me!
Aah!
[Screaming]
Aah! Billy, help!
[Raymond] What are you doing?
Stop this. Now.
[Karin] Knock off, bullet head.
Whatever you did to me, buddy...
Thanks.
Billy. Billy, are you OK?
Come on. We've got to get out of here.
[Olga] Raymond, what's all that noise?
I'll be back. I'm going to get help.
[Footsteps]
Ahh.
Raymond.
[Olga] We don't have time for this.
[Computer] Atmosphere at .07 and falling.
Boy will not survive.
Girl reached median power at .9.
Put this back on.
The atmosphere is getting low.
We have to be back on the ship by 6:00.
5:59.30, to be precise.
We have to find the girl.
Bring her back.
Such poor specimens, these earth children.
There you are.
Aah!
Come back, Karin.
Your trip is just beginning.
Please work. Please work.
[Rumbling]
Yes!
All that fuss just to end up back here.
Not quite.
Jerk.
Wake up. Wake up.
Come on. We got to get out of here.
[Computer] Liftoff in 20 earth minutes and counting.
Honestly, Raymond, not again.
Where is that remote control?
[Buzzes]
We are running out of time.
Bring her back.
Oh, my god. Come on.
Come on.
Hurry. Hurry.
Hello, Karin.
Twelfth floor, please.
I'd hoped we were all going up.
You, too.
I should have known.
[Buzz]
We're not all robots, Karin.
You're letting your confusion blind you.
Listen to your instincts.
You know this is your destiny.
It's time to expand your horizons,
see another side of the universe.
My destiny?
Yes.
Come with us,
and you will find happiness.
Maybe I will.
That's my girl.
Let's go see Olga.
No!
I've got to get help for Billy.
[Computer] Liftoff in 15 earth minutes and counting.
[Olga] You can't leave now. It's almost time.
She was almost ready.
She'll be back. She won't leave her brother.
Please, somebody help me!
Billy!
10 minutes. What can I do in 10 minutes?
"Motion control. Vision control.
"Memory access.
"Radar.
Verbal command." Yes.
Come on. We got to go.
[Computer] Six earth minutes and counting.
Come on. We have to get out of here.
Karin.
Hold Olga.
Ah!
Come on. You need air.
[Olga] Let me go!
Karin, no!
[Computer] Liftoff in two minutes.
[Leonid] Where do you think you're going?
Home.
I knew you'd see the light.
[Whirring]
It's time. Let's go.
No way.
You must trust me, Karin.
Back there, it's beautiful.
You can fly like a bird.
You can see through to other worlds.
What about Billy?
I heard what they said.
He'd die there.
He doesn't belong there, karin.
[Computer] Liftoff in 30 seconds.
[Karin] They'll leave without you.
You're making a terrible mistake, Karin.
I don't think so.
[Computer] 10, 9, 8, 7...
What happened?
Who were those people?
[Whirring and rumbling]
Man, that was really weird.
I know.
It's my dream.
No, dear, this isn't a dream.
This was your rescue.
My rescue?
We left you here by mistake 10 years ago.
I would have explained everything
once the proper atmosphere
brought all of your senses back.
What's going on?
Can't stay any longer.
We've run out of atmosphere.
It will be another 10 years before we can return.
What's she talking about?
Is this a joke or what?
Aah!
See you in 10 years. Good-bye for now, dear.
[Betty Ann] You may think you know someone,
but think again
and look a little closer.
I declare this meeting
of the Midnight Society closed...
Whoever you are.
Captioned by Grant Brown