1 00:00:08,206 --> 00:00:11,034 [shutters clicking] 2 00:00:11,103 --> 00:00:12,827 - Mr. Cochran! - Mr. Cochran. 3 00:00:12,896 --> 00:00:15,689 - Mr. Cochran, the whole town is buzzing in anticipation 4 00:00:15,758 --> 00:00:17,965 of the opening night of your carnival. 5 00:00:18,034 --> 00:00:19,758 What was your inspiration? 6 00:00:19,827 --> 00:00:22,586 - My father had one dream-- 7 00:00:22,655 --> 00:00:27,068 that I would succeed where he could not. 8 00:00:27,137 --> 00:00:30,000 See, my father had the worst luck. 9 00:00:30,068 --> 00:00:32,413 Life dealt him a bum hand. 10 00:00:32,482 --> 00:00:34,206 No matter how hard he tried, 11 00:00:34,275 --> 00:00:37,344 things never seemed to go his way. 12 00:00:37,413 --> 00:00:39,655 And when I was very young, he got sick, 13 00:00:39,724 --> 00:00:41,793 and then he died, 14 00:00:41,862 --> 00:00:44,413 poor and destitute. 15 00:00:44,482 --> 00:00:47,586 He left behind only one possession. 16 00:00:47,655 --> 00:00:49,482 A gold coin. 17 00:00:49,551 --> 00:00:51,551 This one. 18 00:00:51,620 --> 00:00:54,482 This one, here. [crowd whispering indistinctly] 19 00:00:54,551 --> 00:00:57,241 I came to this country with one goal-- 20 00:00:57,310 --> 00:01:01,344 to become the man my father knew I could be. 21 00:01:01,413 --> 00:01:05,206 I wanted to grab the American dream with both hands 22 00:01:05,275 --> 00:01:06,896 and never let it go. 23 00:01:06,965 --> 00:01:11,000 And then I remembered a story my father told me 24 00:01:11,068 --> 00:01:15,379 about his one good memory as a child-- 25 00:01:15,448 --> 00:01:20,172 the day the carnival came to town. 26 00:01:20,241 --> 00:01:23,413 And I knew then what would lie ahead for me. 27 00:01:23,482 --> 00:01:26,241 What I would dedicate all of my time 28 00:01:26,310 --> 00:01:28,344 and talent and resources to. 29 00:01:28,413 --> 00:01:30,827 I would dedicate it to bringing you the very show 30 00:01:30,896 --> 00:01:34,103 that you will see this evening. 31 00:01:34,172 --> 00:01:38,034 It is the end result of all of my labor. 32 00:01:38,103 --> 00:01:39,620 The ma-- - Mr. Cochran. 33 00:01:39,689 --> 00:01:42,034 What do you say about reports that you're behind schedule, 34 00:01:42,103 --> 00:01:44,448 yet refusing to delay the opening? 35 00:01:44,517 --> 00:01:47,724 That your rides may not be ready for paying customers? 36 00:01:49,655 --> 00:01:51,965 - I would say that those reports are nonsense. 37 00:01:52,034 --> 00:01:55,655 This carnival is my legacy, 38 00:01:55,724 --> 00:01:58,344 and I would not jeopardize my good name 39 00:01:58,413 --> 00:02:01,482 by putting people in danger. 40 00:02:01,551 --> 00:02:04,310 - [breathing heavily] 41 00:02:06,482 --> 00:02:09,344 [The Cramps' "Human Fly"] 42 00:02:09,413 --> 00:02:11,206 ♪ ♪ 43 00:02:11,275 --> 00:02:12,689 [bell ringing] 44 00:02:12,758 --> 00:02:14,620 - ♪ When I'm a human fly ♪ 45 00:02:14,689 --> 00:02:16,689 ♪ I, I said F-L-Y ♪ 46 00:02:16,758 --> 00:02:19,068 ♪ I say buzz, buzz, buzz ♪ 47 00:02:19,137 --> 00:02:21,000 ♪ And it's just because ♪ 48 00:02:21,068 --> 00:02:23,172 ♪ I'm a human fly ♪ 49 00:02:23,241 --> 00:02:24,758 ♪ And I don't know why ♪ 50 00:02:24,827 --> 00:02:29,034 ♪ I got 96 tears and 96 eyes ♪ 51 00:02:29,103 --> 00:02:31,034 ♪ I got a garbage brain ♪ 52 00:02:31,103 --> 00:02:33,034 ♪ It's driving me insane ♪ 53 00:02:33,103 --> 00:02:34,965 [soft dramatic music] 54 00:02:35,034 --> 00:02:37,827 - [sighs] 55 00:02:37,896 --> 00:02:39,413 - Hey, are you okay? 56 00:02:39,482 --> 00:02:40,724 You left class during first period 57 00:02:40,793 --> 00:02:42,275 without telling anyone why. 58 00:02:42,344 --> 00:02:44,655 - Has anyone heard from Gavin? 59 00:02:44,724 --> 00:02:45,827 - No. 60 00:02:45,896 --> 00:02:47,172 - Yeah, me neither. 61 00:02:47,241 --> 00:02:48,931 But we don't really, like, talk. 62 00:02:49,000 --> 00:02:50,241 Or text. 63 00:02:50,310 --> 00:02:52,965 Our relationship is mostly non-verbal. 64 00:02:53,034 --> 00:02:55,551 You know, I've never seen this place in the daytime before. 65 00:02:55,620 --> 00:02:56,758 - Yes, you have. 66 00:02:56,827 --> 00:02:58,241 - Uh, what? 67 00:02:58,310 --> 00:02:59,689 - You were here two days ago. 68 00:02:59,758 --> 00:03:01,241 - No, I wasn't. 69 00:03:01,310 --> 00:03:03,827 - Looks super different, like, less-- 70 00:03:03,896 --> 00:03:06,586 - Spooky? 71 00:03:06,655 --> 00:03:08,034 - How did you know I was gonna say that? 72 00:03:08,103 --> 00:03:10,862 - Louise prefers it spooky. 73 00:03:10,931 --> 00:03:13,586 - Rachel, are you reading our minds right now? 74 00:03:13,655 --> 00:03:14,896 - No, I-- 75 00:03:14,965 --> 00:03:16,689 - Oh my God, Graham, psychic powers aren't real. 76 00:03:16,758 --> 00:03:18,206 - I am thinking of a number between one and seven. 77 00:03:18,275 --> 00:03:19,655 - Right? - No. 78 00:03:19,724 --> 00:03:22,827 I don't have psychic powers. 79 00:03:22,896 --> 00:03:26,000 But I do need to tell you guys something. 80 00:03:26,068 --> 00:03:27,896 When Graham auditioned to join the group, 81 00:03:27,965 --> 00:03:29,379 what was his story? 82 00:03:29,448 --> 00:03:31,275 - Something about a vampire leprechaun? 83 00:03:31,344 --> 00:03:32,482 - It wasn't a vampire leprechaun. 84 00:03:32,551 --> 00:03:33,620 - You literally told a story 85 00:03:33,689 --> 00:03:35,172 about a leprechaun who drinks blood. 86 00:03:35,241 --> 00:03:36,586 - But that doesn't make it a vampire. 87 00:03:36,655 --> 00:03:38,655 Mosquitoes drink blood. Are they vampires? 88 00:03:38,724 --> 00:03:40,517 - What was Akiko's first story? 89 00:03:40,586 --> 00:03:42,482 - A haunted pet shop, right? 90 00:03:42,551 --> 00:03:44,310 - Cursed pet shop. 91 00:03:44,379 --> 00:03:46,620 - And Louise? - Alien abduction. 92 00:03:46,689 --> 00:03:49,103 - Which I still say doesn't count because it's sci-fi. 93 00:03:49,172 --> 00:03:50,551 - It was really scary. 94 00:03:50,620 --> 00:03:51,724 - It's still sci-fi. 95 00:03:51,793 --> 00:03:53,344 - Have you seen "Fire in the Sky"? 96 00:03:53,413 --> 00:03:54,620 It's an alien abduction movie. 97 00:03:54,689 --> 00:03:56,344 I asked my mom if I was allowed to see it. 98 00:03:56,413 --> 00:03:58,172 She said, "No, you're too young." 99 00:03:58,241 --> 00:03:59,482 I watched it anyway. 100 00:03:59,551 --> 00:04:00,931 You know what I realized that night? 101 00:04:03,517 --> 00:04:04,896 I was way too young 102 00:04:04,965 --> 00:04:06,310 because it was the scariest thing I've ever seen. 103 00:04:06,379 --> 00:04:09,344 - [sighs] What was my story? 104 00:04:10,724 --> 00:04:12,793 - It was-- - Um... 105 00:04:12,862 --> 00:04:15,206 - Um... - I--I don't know. 106 00:04:15,275 --> 00:04:16,586 - I have no clue. 107 00:04:16,655 --> 00:04:18,551 - So you're all saying, 108 00:04:18,620 --> 00:04:21,000 I told a good enough story to join your ranks, 109 00:04:21,068 --> 00:04:23,413 and none of you can remember what it was? 110 00:04:23,482 --> 00:04:24,793 - How is that even-- 111 00:04:24,862 --> 00:04:26,793 - Possible? Good question. 112 00:04:26,862 --> 00:04:33,448 ♪ ♪ 113 00:04:33,517 --> 00:04:34,758 - Bartholomew? 114 00:04:34,827 --> 00:04:37,413 - I told you a story about a carnival 115 00:04:37,482 --> 00:04:39,551 and an evil man named Mr. Tophat. 116 00:04:39,620 --> 00:04:40,758 [man laughs wickedly] 117 00:04:40,827 --> 00:04:42,241 Then we all woke up the next day 118 00:04:42,310 --> 00:04:44,034 to discover the carnival was real. 119 00:04:44,103 --> 00:04:47,172 It came to this town. [fire whooshes] 120 00:04:47,241 --> 00:04:50,551 And then Adam went missing. 121 00:04:50,620 --> 00:04:53,344 And now Gavin's gone missing. 122 00:04:53,413 --> 00:04:56,275 You've all sat around this campfire and told scary stories 123 00:04:56,344 --> 00:04:59,965 for longer than I even know. 124 00:05:00,034 --> 00:05:02,931 But right now, you're in the middle of a real one. 125 00:05:05,586 --> 00:05:07,517 And we've reached the final act. 126 00:05:07,586 --> 00:05:09,241 [thunder rumbles] 127 00:05:09,310 --> 00:05:11,241 I know what you think. 128 00:05:11,310 --> 00:05:13,931 You're gonna say you can't help me. 129 00:05:14,000 --> 00:05:16,310 And then tomorrow or the day after, 130 00:05:16,379 --> 00:05:19,379 you're gonna change your minds. 131 00:05:19,448 --> 00:05:20,758 But I don't have time for that. 132 00:05:20,827 --> 00:05:24,034 This can be a story with a happy ending... 133 00:05:26,827 --> 00:05:30,344 But only if you decide right here and now to believe me. 134 00:05:30,413 --> 00:05:33,310 [suspenseful music] 135 00:05:33,379 --> 00:05:35,344 ♪ ♪ 136 00:05:35,413 --> 00:05:36,862 Are you in or out? 137 00:05:43,448 --> 00:05:44,793 - I guess this is the part of the story 138 00:05:44,862 --> 00:05:46,896 where the hero gives a really impressive speech. 139 00:05:46,965 --> 00:05:48,206 - [chuckles] 140 00:05:48,275 --> 00:05:50,689 - So do you have a plan? 141 00:05:52,344 --> 00:05:53,551 - We're gonna find your phone. 142 00:05:53,620 --> 00:05:55,137 - How did you know my phone was-- 143 00:05:55,206 --> 00:05:56,310 - Gone? 144 00:05:56,379 --> 00:05:57,896 Scary clowns took it at the carnival. 145 00:05:57,965 --> 00:05:59,344 - I hate clowns. 146 00:05:59,413 --> 00:06:01,724 - So we're gonna find your phone, and when we do, 147 00:06:01,793 --> 00:06:03,931 we're gonna find Adam and Gavin too. 148 00:06:05,137 --> 00:06:07,758 [people screaming] 149 00:06:07,827 --> 00:06:10,965 [melancholy music] 150 00:06:11,034 --> 00:06:15,344 ♪ ♪ 151 00:06:15,413 --> 00:06:18,379 [heavy, metallic footsteps] 152 00:06:18,448 --> 00:06:21,344 [children laughing] 153 00:06:21,413 --> 00:06:28,517 ♪ ♪ 154 00:06:34,034 --> 00:06:35,586 [pensive music] 155 00:06:35,655 --> 00:06:37,000 - The carnival goes from town to town. 156 00:06:37,068 --> 00:06:38,758 We need to know what town it's in now. 157 00:06:38,827 --> 00:06:42,344 - All right, my phone's in Idaho? 158 00:06:42,413 --> 00:06:44,793 - Idaho? - The potato state. 159 00:06:44,862 --> 00:06:46,344 What? I know state facts. 160 00:06:46,413 --> 00:06:48,827 - Literally everyone knows Idaho is known for potatoes. 161 00:06:48,896 --> 00:06:49,758 - Oh, yeah? 162 00:06:49,827 --> 00:06:51,310 Well, I bet you didn't know 163 00:06:51,379 --> 00:06:53,344 that Ernest Hemmingway wrote several of his books there. 164 00:06:53,413 --> 00:06:54,482 And then when he died... 165 00:06:54,551 --> 00:06:55,931 - Do we actually need Graham's help? 166 00:06:56,000 --> 00:06:58,103 - Yes, we do. 167 00:06:58,172 --> 00:07:00,068 - Boom. 168 00:07:00,137 --> 00:07:04,310 - Does anyone else wanna know additional bit of Idaho trivia? 169 00:07:04,379 --> 00:07:06,344 I'm from Idaho. 170 00:07:06,413 --> 00:07:08,724 The Carnival of Doom is stopped in my old town. 171 00:07:08,793 --> 00:07:11,896 [soft dramatic music] 172 00:07:11,965 --> 00:07:14,620 Do Josie's photos and videos upload to the cloud? 173 00:07:14,689 --> 00:07:17,137 - Yeah. Why? 174 00:07:17,206 --> 00:07:20,137 - There's a video she shot last night that we need. 175 00:07:20,206 --> 00:07:23,413 - All right, let me email her. [keyboard clacking] 176 00:07:23,482 --> 00:07:26,310 [computer blips] - Guys, here it is. 177 00:07:26,379 --> 00:07:27,758 Guys, hurry. 178 00:07:31,172 --> 00:07:32,862 - Yes. 179 00:07:32,931 --> 00:07:34,827 Did not cost you money. - That's Adam. 180 00:07:34,896 --> 00:07:38,310 - Wait, so this Tophat guy is-- is invisible? 181 00:07:38,379 --> 00:07:39,724 - Magic evil powers. 182 00:07:39,793 --> 00:07:41,379 - Right. Got it. 183 00:07:41,448 --> 00:07:44,655 - We need an adult to drive us to Idaho tomorrow-- 184 00:07:44,724 --> 00:07:47,551 someone our parents would trust. 185 00:07:47,620 --> 00:07:49,137 Someone with a sense of authority? 186 00:07:49,206 --> 00:07:50,586 - Hideo? 187 00:07:50,655 --> 00:07:53,517 My brother will never help us in a thousand years. 188 00:07:53,586 --> 00:07:55,517 Scratch that-- in a million years. 189 00:07:55,586 --> 00:07:56,689 In a trillion years! 190 00:07:56,758 --> 00:07:59,655 [dramatic music] 191 00:07:59,724 --> 00:08:00,862 ♪ ♪ 192 00:08:00,931 --> 00:08:03,275 - I might help you. 193 00:08:03,344 --> 00:08:04,724 - He said "might." 194 00:08:04,793 --> 00:08:07,241 - Well, your friend gave a very convincing speech, 195 00:08:07,310 --> 00:08:08,931 but if I'm gonna drive the four of you 196 00:08:09,000 --> 00:08:10,241 all the way to a circus in Idaho-- 197 00:08:10,310 --> 00:08:11,379 - Carnival. 198 00:08:11,448 --> 00:08:13,034 - To a carnival in Idaho, 199 00:08:13,103 --> 00:08:15,241 I'm gonna need more than a speech. 200 00:08:15,310 --> 00:08:18,379 What's this supposed to-- - Did not cost you money. 201 00:08:18,448 --> 00:08:20,310 - That's-- - Adam. 202 00:08:20,379 --> 00:08:22,620 - And it may cost... - I'm driving you to Idaho. 203 00:08:22,689 --> 00:08:24,275 - Wait, you're gonna help us? 204 00:08:24,344 --> 00:08:26,310 - Of course. - Why? 205 00:08:26,379 --> 00:08:30,379 - As I said, your friend is very convincing. 206 00:08:30,448 --> 00:08:31,724 - Teach me your ways. 207 00:08:31,793 --> 00:08:34,103 - ♪ I've made mistakes ♪ 208 00:08:34,172 --> 00:08:35,241 - I don't get it. 209 00:08:35,310 --> 00:08:36,689 You claim to be a rebel 210 00:08:36,758 --> 00:08:37,827 and then you turn around and say that horror has rules. 211 00:08:37,896 --> 00:08:40,344 - It does. Otherwise, it's anarchy. 212 00:08:40,413 --> 00:08:43,344 You think that aliens are scary and that makes it horror. 213 00:08:43,413 --> 00:08:45,379 - You're right. Aliens are scary. 214 00:08:45,448 --> 00:08:46,793 No one's denying that. 215 00:08:46,862 --> 00:08:48,896 But being scary isn't enough. 216 00:08:48,965 --> 00:08:51,241 - Yes, it is. That's literally all it is. 217 00:08:51,310 --> 00:08:52,862 If it's scary, then it's horror--bottom line. 218 00:08:52,931 --> 00:08:55,517 - I lost my phone. Was that scary? 219 00:08:55,586 --> 00:08:57,103 Yes. Does that make it horror? 220 00:08:57,172 --> 00:08:58,517 Absolutely not. 221 00:08:58,586 --> 00:08:59,827 - Actually, Rachel said 222 00:08:59,896 --> 00:09:01,310 you got your phone taken away by scary clowns. 223 00:09:01,379 --> 00:09:03,413 That's horror. 224 00:09:03,482 --> 00:09:05,206 - Fair point. 225 00:09:05,275 --> 00:09:06,586 - Do I have to sit in the middle? 226 00:09:06,655 --> 00:09:07,862 [together] Yes. 227 00:09:07,931 --> 00:09:09,482 [ Des Rocs' "Used to the Darkness" ] 228 00:09:09,551 --> 00:09:13,344 - ♪ And then my eyes got used to the darkness ♪ 229 00:09:13,413 --> 00:09:17,241 ♪ And everyone I knew ♪ 230 00:09:17,310 --> 00:09:21,379 ♪ Was lost and so long forgotten ♪ 231 00:09:21,448 --> 00:09:23,689 - Rachel! Rachel! 232 00:09:23,758 --> 00:09:25,724 - What? - Can I borrow your phone? 233 00:09:25,793 --> 00:09:27,482 I need to get a picture of this. 234 00:09:27,551 --> 00:09:28,931 - Buh, buh, buh, buh, buh... 235 00:09:29,000 --> 00:09:30,655 - Oh, my gosh. This is so cute. 236 00:09:30,724 --> 00:09:32,551 - Get a picture of what? 237 00:09:32,620 --> 00:09:35,000 Oh, my God! 238 00:09:35,068 --> 00:09:37,793 [screams] - [whimpers] 239 00:09:37,862 --> 00:09:39,517 - Can you wait? We're almost there. 240 00:09:39,586 --> 00:09:40,793 - We have 50 miles to go. 241 00:09:40,862 --> 00:09:41,931 - Yeah, you shouldn't hold it. 242 00:09:42,000 --> 00:09:43,310 It's really bad for your bladder. 243 00:09:43,379 --> 00:09:44,827 It--it could explode. 244 00:09:44,896 --> 00:09:46,413 - Not sure your science checks out, Graham. 245 00:09:46,482 --> 00:09:48,034 - Well, if you wanna Google it, then fine by me. 246 00:09:48,103 --> 00:09:50,758 In the meantime, I'll be using the commode. 247 00:09:57,034 --> 00:10:00,137 [foreboding music] 248 00:10:00,206 --> 00:10:02,655 ♪ ♪ 249 00:10:02,724 --> 00:10:04,344 - [whispering] Hideo... 250 00:10:04,413 --> 00:10:06,655 - Hello? 251 00:10:20,241 --> 00:10:24,482 [overlapping whispering] Hideo... 252 00:10:24,551 --> 00:10:26,793 Hideo... 253 00:10:26,862 --> 00:10:33,413 ♪ ♪ 254 00:10:33,482 --> 00:10:35,034 - [gasps] 255 00:10:35,103 --> 00:10:36,482 [yelps] 256 00:10:36,551 --> 00:10:39,137 [dramatic music] 257 00:10:39,206 --> 00:10:41,827 [gasping, grunts] 258 00:10:46,724 --> 00:10:48,827 Akiko! Akiko! 259 00:10:50,689 --> 00:10:53,655 [shouting] 260 00:10:53,724 --> 00:10:59,413 ♪ ♪ 261 00:10:59,482 --> 00:11:01,724 [screams] 262 00:11:03,517 --> 00:11:05,068 - It's been 14 minutes. 263 00:11:05,137 --> 00:11:06,448 - He had to go really bad. 264 00:11:06,517 --> 00:11:08,586 - No one has to go that bad. 265 00:11:08,655 --> 00:11:09,793 - He should eat more fiber. 266 00:11:09,862 --> 00:11:11,000 - [sighs] 267 00:11:11,068 --> 00:11:12,586 - Graham, you should go check on him. 268 00:11:12,655 --> 00:11:14,068 - Me? Why me? 269 00:11:14,137 --> 00:11:15,965 Akiko should go. Hideo's her brother. 270 00:11:16,034 --> 00:11:17,827 - I am not going into a weird, 271 00:11:17,896 --> 00:11:20,310 men's rest stop bathroom, Graham. 272 00:11:20,379 --> 00:11:21,965 - Okay, did Mr. Tophat make you all forget 273 00:11:22,034 --> 00:11:23,758 about my serious germophobia? 274 00:11:23,827 --> 00:11:25,793 - Okay, fine, whatever. I'll go. 275 00:11:25,862 --> 00:11:28,758 [soft dramatic music] 276 00:11:28,827 --> 00:11:35,965 ♪ ♪ 277 00:11:39,655 --> 00:11:41,862 Hideo? 278 00:11:41,931 --> 00:11:43,965 Random dudes? 279 00:11:49,896 --> 00:11:51,965 [door slams] [gasps] 280 00:11:52,931 --> 00:11:56,000 [coin rattling] 281 00:12:05,172 --> 00:12:07,413 [man laughs wickedly] [gasps] 282 00:12:11,241 --> 00:12:12,517 [chuckles] 283 00:12:12,586 --> 00:12:15,517 [ominous music] 284 00:12:15,586 --> 00:12:17,689 [gasps] 285 00:12:17,758 --> 00:12:20,482 - Help me, Akiko, please. 286 00:12:20,551 --> 00:12:24,310 Please, please, please. 287 00:12:24,379 --> 00:12:26,379 - No. [screams] 288 00:12:30,517 --> 00:12:31,655 - We'll find Hideo. 289 00:12:31,724 --> 00:12:34,068 - You did this. - Me? 290 00:12:34,137 --> 00:12:36,551 - Hey, hey. Rachel is trying to help. 291 00:12:36,620 --> 00:12:40,413 - Adam's gone, Gavin's gone, and now my brother's gone. 292 00:12:40,482 --> 00:12:43,068 - But I never wanted to put any one of you in danger. 293 00:12:43,137 --> 00:12:44,793 - All I know is our lives were perfectly normal 294 00:12:44,862 --> 00:12:46,241 before you showed up. 295 00:12:46,310 --> 00:12:49,241 Maybe inviting you to join the group was a mistake. 296 00:12:49,310 --> 00:12:51,413 [somber music] 297 00:12:51,482 --> 00:12:54,448 - Not again. - Again? 298 00:12:54,517 --> 00:12:56,827 - You were gonna have a vote. - About what? 299 00:12:56,896 --> 00:12:58,793 - About keeping me in The Midnight Society. 300 00:12:58,862 --> 00:13:00,068 - That's a good idea. - Hey! 301 00:13:00,137 --> 00:13:01,586 I get it, tensions are high, 302 00:13:01,655 --> 00:13:03,896 but I think we all just need to take a breather. 303 00:13:03,965 --> 00:13:08,068 ♪ ♪ 304 00:13:08,137 --> 00:13:10,034 - I've never seen her so upset. 305 00:13:10,103 --> 00:13:11,724 - We'll find Hideo. 306 00:13:11,793 --> 00:13:14,379 - But we have to keep going. 307 00:13:17,793 --> 00:13:19,275 If only one of us could drive. 308 00:13:19,344 --> 00:13:22,793 - Well, one of us has a learner's permit. 309 00:13:22,862 --> 00:13:25,103 - No way! - Graham! 310 00:13:25,172 --> 00:13:27,310 - I don't even like driving regular cars. 311 00:13:27,379 --> 00:13:29,724 You know that. And you expect me-- 312 00:13:29,793 --> 00:13:32,793 you expect me to drive a cop car. 313 00:13:32,862 --> 00:13:34,379 Are you insane? 314 00:13:34,448 --> 00:13:36,862 There's no way I'm getting behind the wheel of that thing. 315 00:13:36,931 --> 00:13:38,275 - You can't use your germophobia 316 00:13:38,344 --> 00:13:40,724 to get out of this one, Graham. 317 00:13:40,793 --> 00:13:43,000 Mr. Tophat took my brother. 318 00:13:45,275 --> 00:13:48,103 So are you my friend or what? 319 00:13:50,068 --> 00:13:51,827 - Friends. [keys jingling] 320 00:13:51,896 --> 00:13:54,206 Obviously. 321 00:13:54,275 --> 00:13:56,172 [dramatic musical flourish] 322 00:13:56,241 --> 00:13:57,344 - Are you gonna throw up? - No. 323 00:13:57,413 --> 00:13:58,862 - You look like you're gonna throw up. 324 00:13:58,931 --> 00:14:00,620 - Stop telling me that! - You're driving way too slow. 325 00:14:00,689 --> 00:14:01,931 - Rachel, I am in a cop car. 326 00:14:02,000 --> 00:14:03,172 I can drive as slow or fast as I want. 327 00:14:03,241 --> 00:14:04,793 - It looks conspicuous. 328 00:14:04,862 --> 00:14:06,620 - [sighs] Are we almost there? 329 00:14:06,689 --> 00:14:10,034 - You've only driven two miles. - I hate this so much. 330 00:14:10,896 --> 00:14:13,793 - Ugh, this is gonna take longer than I thought. 331 00:14:13,862 --> 00:14:17,344 [eerie organ music] 332 00:14:17,413 --> 00:14:19,896 - Guys. 333 00:14:19,965 --> 00:14:21,758 Come on, let's go. 334 00:14:21,827 --> 00:14:24,068 ♪ ♪ 335 00:14:24,137 --> 00:14:26,758 - [grunts] - [grunts] 336 00:14:26,827 --> 00:14:28,310 - This is really scary, guys. 337 00:14:28,379 --> 00:14:29,724 - This feels like "Ocean's Eleven." 338 00:14:29,793 --> 00:14:30,931 - I agree. 339 00:14:31,000 --> 00:14:32,275 - We have the element of surprise. 340 00:14:32,344 --> 00:14:34,344 No one knows we're here. - Let's go. 341 00:14:34,413 --> 00:14:36,206 [all scream] 342 00:14:36,275 --> 00:14:39,379 [soft dramatic music] 343 00:14:39,448 --> 00:14:41,724 - You must be Rachel. 344 00:14:41,793 --> 00:14:43,034 - Who are you? 345 00:14:43,103 --> 00:14:44,655 That's Bartholomew-- 346 00:14:44,724 --> 00:14:47,310 tall, bald, beard, missing one arm. 347 00:14:47,379 --> 00:14:48,793 I recognize him from your drawings. 348 00:14:48,862 --> 00:14:51,689 - I'm not here to hurt you. 349 00:14:51,758 --> 00:14:53,068 - You're not? 350 00:14:53,137 --> 00:14:56,551 - I'm here to help you. 351 00:14:56,620 --> 00:15:00,620 Mr. Tophat must be destroyed. 352 00:15:00,689 --> 00:15:02,034 - Why should we trust you? 353 00:15:02,103 --> 00:15:03,758 - I have a story to tell. 354 00:15:03,827 --> 00:15:06,034 [dramatic music] 355 00:15:06,103 --> 00:15:09,034 ♪ ♪ 356 00:15:09,103 --> 00:15:13,620 A story about a man named Marcus Cochran. 357 00:15:13,689 --> 00:15:17,758 A man with big dreams that turned into nightmares-- 358 00:15:17,827 --> 00:15:21,379 - Okay, look, we love stories, but is there any possible way 359 00:15:21,448 --> 00:15:23,172 you could give us the abbreviated version? 360 00:15:23,241 --> 00:15:25,758 I've got a brother and some friends to save. 361 00:15:25,827 --> 00:15:28,724 - This story will explain how you can save them. 362 00:15:28,793 --> 00:15:30,931 - Oh. Okay, um, cool. 363 00:15:31,000 --> 00:15:33,000 Then proceed. 364 00:15:35,103 --> 00:15:37,724 - Marcus Cochran came to America 365 00:15:37,793 --> 00:15:39,241 with a dream of building a carnival 366 00:15:39,310 --> 00:15:41,655 like no one else had ever seen. 367 00:15:41,724 --> 00:15:42,827 [shutters clicking] 368 00:15:42,896 --> 00:15:45,551 - This carnival is my legacy. 369 00:15:45,620 --> 00:15:49,275 And I would not jeopardize my good name 370 00:15:49,344 --> 00:15:51,344 by putting people in danger. 371 00:15:51,413 --> 00:15:54,172 - Then opening night came. 372 00:15:54,241 --> 00:15:56,655 Marcus was behind schedule. 373 00:15:56,724 --> 00:16:00,172 He hadn't had the time to test all the rides for safety. 374 00:16:00,241 --> 00:16:03,103 [people screaming] - [shouts] 375 00:16:03,172 --> 00:16:05,689 - The merry-go-round collapsed. 376 00:16:05,758 --> 00:16:10,310 A mother, father, and four of their five children 377 00:16:10,379 --> 00:16:13,793 perished in the accident. 378 00:16:13,862 --> 00:16:16,137 Only their youngest daughter survived. 379 00:16:16,206 --> 00:16:19,448 If only he hadn't been in such a rush. 380 00:16:19,517 --> 00:16:22,000 If only he had taken the time 381 00:16:22,068 --> 00:16:25,034 to do everything right. 382 00:16:25,103 --> 00:16:27,310 All the money, blood, 383 00:16:27,379 --> 00:16:29,896 and sweat he had poured 384 00:16:29,965 --> 00:16:33,551 into his precious carnival 385 00:16:33,620 --> 00:16:35,275 had gone down the drain. 386 00:16:35,344 --> 00:16:38,724 [heavy footsteps approaching] 387 00:16:38,793 --> 00:16:40,931 - Marcus Cochran? 388 00:16:41,000 --> 00:16:43,206 - You got the wrong guy, mister. 389 00:16:43,275 --> 00:16:46,000 - I never get the wrong man. 390 00:16:46,068 --> 00:16:47,689 [chair skids] 391 00:16:47,758 --> 00:16:52,413 What if I said I could get your precious carnival back, 392 00:16:52,482 --> 00:16:55,137 and it would be bigger than ever? 393 00:16:55,206 --> 00:16:56,517 - Let me guess. 394 00:16:56,586 --> 00:16:58,517 Marcus Cochran sold his soul to the devil? 395 00:16:58,586 --> 00:17:00,000 - How did you know that? 396 00:17:00,068 --> 00:17:03,517 - This is our area of expertise, dude. 397 00:17:03,586 --> 00:17:05,931 - Fine. 398 00:17:06,000 --> 00:17:09,689 - You'll travel from town to town, 399 00:17:09,758 --> 00:17:12,034 and when you leave, no one will remember 400 00:17:12,103 --> 00:17:14,172 that you were even there. 401 00:17:14,241 --> 00:17:17,241 Their memories will be wiped clean. 402 00:17:17,310 --> 00:17:21,137 Your fears will give you vitality. 403 00:17:21,206 --> 00:17:23,379 You will live forever 404 00:17:23,448 --> 00:17:26,275 without gaining a wrinkle. 405 00:17:30,275 --> 00:17:33,034 - Well, that sounds too good to be true. 406 00:17:34,896 --> 00:17:36,172 What's the catch? 407 00:17:36,241 --> 00:17:39,206 - One day, a child will appear 408 00:17:39,275 --> 00:17:42,310 that will be impervious to your powers. 409 00:17:42,379 --> 00:17:45,068 That child will remember. 410 00:17:45,137 --> 00:17:49,827 That child could be your undoing. 411 00:17:49,896 --> 00:17:51,517 - Well, that's a killer twist. 412 00:17:56,689 --> 00:17:58,275 - What? 413 00:17:58,344 --> 00:17:59,655 - You're that child. 414 00:18:01,758 --> 00:18:03,931 - I am not. 415 00:18:04,000 --> 00:18:06,310 I'm--I mean, how could I be? 416 00:18:06,379 --> 00:18:08,310 - Rachel, you remembered. 417 00:18:08,379 --> 00:18:10,344 You're impervious to his powers. 418 00:18:10,413 --> 00:18:12,103 Therefore, you're the one who can stop him. 419 00:18:12,172 --> 00:18:13,896 - Why me? 420 00:18:13,965 --> 00:18:15,103 - It's a prophecy. 421 00:18:15,172 --> 00:18:18,379 So your destiny is to kill Mr. Tophat. 422 00:18:18,448 --> 00:18:20,724 So we have to win, right? 423 00:18:20,793 --> 00:18:24,275 ♪ ♪ 424 00:18:24,344 --> 00:18:26,310 Right? [bird caws] 425 00:18:28,689 --> 00:18:33,206 - She is the only one who could defeat him. 426 00:18:33,275 --> 00:18:35,827 But nothing is set in stone. 427 00:18:35,896 --> 00:18:38,827 Mr. Tophat will not go down without a fight. 428 00:18:41,172 --> 00:18:43,482 One of you will perish tonight. 429 00:18:46,172 --> 00:18:48,862 Let's hope it's him 430 00:18:48,931 --> 00:18:51,172 and not you. 431 00:18:57,068 --> 00:18:59,413 - How do we stop him? 432 00:18:59,482 --> 00:19:01,896 - The hat is the source of power. 433 00:19:01,965 --> 00:19:04,896 Get it and destroy it. 434 00:19:04,965 --> 00:19:06,068 - Then he'll lose his powers? 435 00:19:06,137 --> 00:19:07,931 - Then he'll lose everything-- 436 00:19:08,000 --> 00:19:10,689 his carnival, his mindless slaves, 437 00:19:10,758 --> 00:19:12,931 even his good looks. 438 00:19:13,000 --> 00:19:15,448 - How do we destroy it? - Burn it. 439 00:19:15,517 --> 00:19:19,448 The only way to destroy a magical talisman is with fire. 440 00:19:19,517 --> 00:19:22,896 I thought this was your area of expertise? 441 00:19:22,965 --> 00:19:24,724 - Oh, I--I knew that part. 442 00:19:24,793 --> 00:19:28,862 - Before the show, he will keep the hat in his inner chamber. 443 00:19:28,931 --> 00:19:30,689 Use this to unlock the door 444 00:19:30,758 --> 00:19:32,793 once your reach your destination. 445 00:19:32,862 --> 00:19:36,724 - This golden coin unlocks a hidden room 446 00:19:36,793 --> 00:19:38,620 here at the carnival, 447 00:19:38,689 --> 00:19:43,758 a room that contains all the secrets of this carnival. 448 00:19:43,827 --> 00:19:45,275 - I picked his pocket. 449 00:19:45,344 --> 00:19:47,413 [indistinct chatter] 450 00:19:47,482 --> 00:19:50,758 - Mr. Tophat knows what I look like. 451 00:19:50,827 --> 00:19:53,172 He probably knows what you three look like. 452 00:19:53,241 --> 00:19:54,793 How are we gonna walk around the carnival 453 00:19:54,862 --> 00:19:57,034 without being noticed? 454 00:19:57,103 --> 00:19:59,206 - Rachel, you were wondering 455 00:19:59,275 --> 00:20:00,862 when you were gonna get your own scary mask. 456 00:20:00,931 --> 00:20:03,862 [dramatic music] 457 00:20:03,931 --> 00:20:06,344 ♪ ♪ 458 00:20:06,413 --> 00:20:08,551 Submitted for the approval of The Midnight Society. 459 00:20:12,620 --> 00:20:14,551 - Let's do this. 460 00:20:14,620 --> 00:20:15,965 - I have a map. 461 00:20:16,034 --> 00:20:18,206 - Let's say we wanted to turn some stuff off. 462 00:20:18,275 --> 00:20:20,413 - Rides, specifically. - Hmm. 463 00:20:20,482 --> 00:20:22,689 You would have to go through the main entrance here, 464 00:20:22,758 --> 00:20:24,344 past the Tilt-A-Whirl, 465 00:20:24,413 --> 00:20:26,827 left--not right-- at the corndog stand, 466 00:20:26,896 --> 00:20:28,827 then you would find the control room here. 467 00:20:28,896 --> 00:20:31,137 Rachel, you have to go right-- 468 00:20:31,206 --> 00:20:32,965 not left-- at the corndog stand. 469 00:20:33,034 --> 00:20:34,379 Beware of clown security. 470 00:20:34,448 --> 00:20:36,344 The small one is blind, the tall one is deaf, 471 00:20:36,413 --> 00:20:38,448 but together, they are very formidable. 472 00:20:38,517 --> 00:20:42,034 Remember, his hat is in the inner chamber of his trailer. 473 00:20:42,103 --> 00:20:43,413 - I've always wanted to do a heist. 474 00:20:43,482 --> 00:20:45,241 - Yeah, let's do some crimes. - Can we focus? 475 00:20:45,310 --> 00:20:46,551 [man laughs wickedly] 476 00:20:46,620 --> 00:20:49,413 - Next. Come in, come on, come on. 477 00:20:49,482 --> 00:20:51,620 Nice masks. - Thank you. 478 00:20:51,689 --> 00:20:52,896 I designed them myself-- - Come on! 479 00:20:52,965 --> 00:20:54,103 - The trick is to-- I'll tell you later. 480 00:20:54,172 --> 00:20:56,068 [people screaming] [ride rattling] 481 00:20:56,137 --> 00:20:57,620 [indistinct chatter] 482 00:20:57,689 --> 00:20:59,137 - Step right up and try your luck. 483 00:20:59,206 --> 00:21:01,034 Three tries. 484 00:21:01,103 --> 00:21:03,034 - Come on. 485 00:21:03,103 --> 00:21:04,413 Commence with the distraction. 486 00:21:04,482 --> 00:21:06,793 - Let the distraction commence. 487 00:21:06,862 --> 00:21:09,793 [all panting] 488 00:21:09,862 --> 00:21:13,931 ♪ ♪ 489 00:21:14,000 --> 00:21:15,586 - Shh. 490 00:21:21,310 --> 00:21:24,206 [foreboding music] 491 00:21:24,275 --> 00:21:26,551 ♪ ♪ 492 00:21:26,620 --> 00:21:28,655 - You know, I don't mind hanging out with you 493 00:21:28,724 --> 00:21:30,793 while I'm wearing a mask. 494 00:21:30,862 --> 00:21:33,034 - You can't tell right now 495 00:21:33,103 --> 00:21:34,965 because you can't see my face, 496 00:21:35,034 --> 00:21:36,517 but I have the expression of a guy 497 00:21:36,586 --> 00:21:38,413 whose feelings are really hurt. 498 00:21:38,482 --> 00:21:39,896 [door creaks] - Shh, look. 499 00:21:39,965 --> 00:21:45,827 ♪ ♪ 500 00:21:45,896 --> 00:21:47,517 [all grunt] 501 00:21:47,586 --> 00:21:50,724 [machines blipping softly] 502 00:21:57,793 --> 00:21:59,482 - Rachel must be in position by now. 503 00:21:59,551 --> 00:22:02,241 - Which switches do we hit? 504 00:22:02,310 --> 00:22:04,137 - All of them. 505 00:22:06,000 --> 00:22:07,137 - What the-- [people shout] 506 00:22:07,206 --> 00:22:08,724 - What's happening? 507 00:22:08,793 --> 00:22:10,724 - That scared me. [people chattering worriedly] 508 00:22:10,793 --> 00:22:12,344 - Everyone, calm down. Wait. 509 00:22:12,413 --> 00:22:18,344 ♪ ♪ 510 00:22:18,413 --> 00:22:20,068 - I just want you to know. 511 00:22:20,137 --> 00:22:21,586 I always thought you were really cool. 512 00:22:21,655 --> 00:22:23,482 - Didn't know that was up for debate. 513 00:22:23,551 --> 00:22:25,931 - No, I mean... [tender music] 514 00:22:26,000 --> 00:22:28,103 Even when they used to call you "Loser-ese." 515 00:22:28,172 --> 00:22:29,965 ♪ ♪ 516 00:22:30,034 --> 00:22:32,586 What? 517 00:22:32,655 --> 00:22:34,793 - You can't see my expression, 518 00:22:34,862 --> 00:22:38,448 but I'm very touched. 519 00:22:38,517 --> 00:22:40,517 - Someone's messing with our electrical system. 520 00:22:40,586 --> 00:22:42,068 Everyone report to the control room. 521 00:22:42,137 --> 00:22:43,413 - Let's go. 522 00:22:43,482 --> 00:22:45,137 [soft dramatic music] 523 00:22:45,206 --> 00:22:46,793 - [gasps] [breathing heavily] 524 00:22:46,862 --> 00:22:53,724 ♪ ♪ 525 00:23:04,793 --> 00:23:06,413 Where's the hat? 526 00:23:26,793 --> 00:23:28,241 - Hey! 527 00:23:28,310 --> 00:23:29,793 One of you should call my phone. 528 00:23:29,862 --> 00:23:33,000 Maybe it's in here. - Good idea. 529 00:23:33,068 --> 00:23:34,482 [phone ringing distantly] 530 00:23:34,551 --> 00:23:36,827 - Do you hear it? Where is it? 531 00:23:38,758 --> 00:23:39,896 Where is it? 532 00:23:39,965 --> 00:23:46,896 ♪ ♪ 533 00:23:48,655 --> 00:23:50,965 [loud rattling] - [gasps] 534 00:23:51,034 --> 00:23:54,034 [structure rattling] 535 00:23:54,103 --> 00:23:57,137 [dramatic music] 536 00:23:57,206 --> 00:24:04,344 ♪ ♪ 537 00:24:20,241 --> 00:24:22,793 - [breathing heavily] 538 00:24:22,862 --> 00:24:24,241 - [panting] 539 00:24:24,310 --> 00:24:26,275 [both gasp] 540 00:24:26,344 --> 00:24:29,379 Hideo? [phone ringing] 541 00:24:29,448 --> 00:24:32,000 - Hello, Akiko. 542 00:24:32,068 --> 00:24:34,275 [ominous music] 543 00:24:34,344 --> 00:24:37,034 You lookin' for this? [phone clicks] 544 00:24:37,103 --> 00:24:39,379 - Hideo. No. 545 00:24:39,448 --> 00:24:43,413 ♪ ♪ 546 00:24:43,482 --> 00:24:45,689 - You came all this way to see me. 547 00:24:45,758 --> 00:24:47,379 I'm flattered. 548 00:24:47,448 --> 00:24:50,275 ♪ ♪ 549 00:24:50,344 --> 00:24:52,379 - [growls] 550 00:25:05,137 --> 00:25:06,275 - Gavin? 551 00:25:06,344 --> 00:25:08,448 - Hello, Rachel. 552 00:25:12,034 --> 00:25:13,551 You can't stop him. 553 00:25:16,655 --> 00:25:19,172 There's a reason you never had friends, Rachel. 554 00:25:19,241 --> 00:25:21,241 - This isn't you. 555 00:25:21,310 --> 00:25:23,206 You're under his spell. 556 00:25:23,275 --> 00:25:25,655 - We shoulda never let you into The Midnight Society. 557 00:25:28,344 --> 00:25:32,655 This will all be over soon. 558 00:25:32,724 --> 00:25:34,965 - What will? 559 00:25:35,034 --> 00:25:37,482 - Ladies and gentlemen... [mic squeals] 560 00:25:37,551 --> 00:25:41,344 May I present the star of tonight's show, 561 00:25:41,413 --> 00:25:43,137 Rachel. 562 00:25:43,206 --> 00:25:44,655 [cheers and applause] 563 00:25:44,724 --> 00:25:48,034 [dramatic music plays] 564 00:25:48,103 --> 00:25:51,448 For as long as I can remember, this has been a two-man show. 565 00:25:51,517 --> 00:25:54,034 But tonight, it will become a trifecta. 566 00:25:54,103 --> 00:25:56,000 For you see, ladies and... - What is this? [screams] 567 00:25:56,068 --> 00:25:58,137 - Isn't it obvious? 568 00:25:58,206 --> 00:26:00,551 This is a trap. [chuckles] 569 00:26:00,620 --> 00:26:02,482 Now, wave. Wave! 570 00:26:02,551 --> 00:26:05,275 - 'Tis no mere volunteer. 571 00:26:05,344 --> 00:26:07,413 - [chuckles] 572 00:26:07,482 --> 00:26:09,034 See, Bartholomew and I have been friends 573 00:26:09,103 --> 00:26:11,000 and business partners since the beginning. 574 00:26:15,344 --> 00:26:17,344 And now... 575 00:26:24,931 --> 00:26:26,965 - [grunts] 576 00:26:27,034 --> 00:26:29,620 - See, I knew one day a child would come 577 00:26:29,689 --> 00:26:33,448 that would be impervious to my powers-- 578 00:26:33,517 --> 00:26:36,137 the child that would remember. 579 00:26:36,206 --> 00:26:39,206 Now, the first time you came to the carnival... 580 00:26:39,275 --> 00:26:40,482 [man laughs wickedly] 581 00:26:40,551 --> 00:26:44,379 You were just like any other kid. 582 00:26:44,448 --> 00:26:47,413 And just like any other kid, 583 00:26:47,482 --> 00:26:49,689 you forgot the entire experience. 584 00:26:49,758 --> 00:26:52,275 Oh. 585 00:26:52,344 --> 00:26:55,068 But then, something wonderful happened. 586 00:26:55,137 --> 00:26:57,586 Some part of your subconscious 587 00:26:57,655 --> 00:27:00,931 held on to a vision of me. 588 00:27:01,000 --> 00:27:02,275 [cane taps loudly] 589 00:27:02,344 --> 00:27:06,137 - [gasps] - I could feel your fear. 590 00:27:06,206 --> 00:27:07,931 It was unique. 591 00:27:08,000 --> 00:27:10,586 It was different than anyone else. 592 00:27:10,655 --> 00:27:13,103 We were connected. 593 00:27:13,172 --> 00:27:15,724 And I suspected that you might be the one 594 00:27:15,793 --> 00:27:17,275 to come here and challenge me, 595 00:27:17,344 --> 00:27:19,862 but I couldn't know for sure, 596 00:27:19,931 --> 00:27:23,034 couldn't know until I saw you again 597 00:27:23,103 --> 00:27:25,448 outside of your dreams. 598 00:27:25,517 --> 00:27:27,896 When you came to the carnival a second time... 599 00:27:27,965 --> 00:27:31,068 Hello, Rachel. 600 00:27:31,137 --> 00:27:32,758 Welcome to the show. 601 00:27:32,827 --> 00:27:34,896 Then I knew it was you. 602 00:27:34,965 --> 00:27:37,448 So I took your friend. 603 00:27:37,517 --> 00:27:39,862 I just took him. 604 00:27:39,931 --> 00:27:43,413 And I built this tent and this carnival here, 605 00:27:43,482 --> 00:27:44,931 right in your own backyard. 606 00:27:45,000 --> 00:27:49,275 'Cause I knew you'd come looking for Gavin, 607 00:27:49,344 --> 00:27:54,344 which means that tonight is the night that your story ends. 608 00:27:54,413 --> 00:27:55,793 [chuckles] - No. 609 00:27:55,862 --> 00:27:58,103 - It's exciting! 610 00:27:58,172 --> 00:28:01,172 Oh, and one more thing. 611 00:28:01,241 --> 00:28:04,344 This hat. 612 00:28:04,413 --> 00:28:07,103 It, uh, 613 00:28:07,172 --> 00:28:09,689 does make me look great, 614 00:28:09,758 --> 00:28:13,137 but it has no power. 615 00:28:13,206 --> 00:28:15,482 The power is in the cane. 616 00:28:15,551 --> 00:28:18,482 [dramatic music] 617 00:28:18,551 --> 00:28:24,000 ♪ ♪ 618 00:28:24,068 --> 00:28:26,275 And showtime! 619 00:28:26,344 --> 00:28:29,517 [cheers and applause] 620 00:28:29,586 --> 00:28:32,655 - I hope you are ready for the main event. 621 00:28:32,724 --> 00:28:35,724 [chuckles darkly] 622 00:28:37,103 --> 00:28:38,655 - [whimpers] 623 00:28:38,724 --> 00:28:41,482 - We all love magic. 624 00:28:41,551 --> 00:28:44,586 Every man, woman, and child 625 00:28:44,655 --> 00:28:47,344 adores an illusion. 626 00:28:47,413 --> 00:28:49,551 We like being tricked. 627 00:28:49,620 --> 00:28:53,137 A new treasure being fooled. 628 00:28:53,206 --> 00:28:56,448 And tonight, you're going to witness 629 00:28:56,517 --> 00:28:59,482 a classic. 630 00:28:59,551 --> 00:29:03,137 We are going to put a girl in this box, 631 00:29:03,206 --> 00:29:07,379 and then I'm going to saw 632 00:29:07,448 --> 00:29:09,344 that girl 633 00:29:09,413 --> 00:29:12,137 in half 634 00:29:12,206 --> 00:29:13,344 with a chainsaw! 635 00:29:13,413 --> 00:29:16,103 [chainsaw roaring] 636 00:29:16,172 --> 00:29:18,793 [laughing] 637 00:29:18,862 --> 00:29:20,931 - [muffled speech, whimpers] 638 00:29:21,000 --> 00:29:23,586 - That girl, 639 00:29:23,655 --> 00:29:26,344 to be precise. 640 00:29:26,413 --> 00:29:33,517 ♪ ♪ 641 00:29:35,310 --> 00:29:36,827 - [grunting] 642 00:29:36,896 --> 00:29:40,137 - Now, if you think this is too cruel, 643 00:29:40,206 --> 00:29:43,448 if it all seems like too much to bear... 644 00:29:43,517 --> 00:29:45,620 [chainsaw roaring] 645 00:29:45,689 --> 00:29:48,379 ♪ ♪ 646 00:29:48,448 --> 00:29:51,310 Just remember, it's all... 647 00:29:51,379 --> 00:29:53,517 all: Part of the-- 648 00:29:53,586 --> 00:29:55,034 - [gasps] [audience chatters] 649 00:29:55,103 --> 00:29:56,517 [screams] 650 00:29:56,586 --> 00:29:59,827 - Show. [all gasp] 651 00:29:59,896 --> 00:30:01,241 - [grunts] - What's going on? 652 00:30:01,310 --> 00:30:03,379 - It's a long story. I'll explain later. Let's go! 653 00:30:03,448 --> 00:30:04,482 - Wait, why do you have Tophat's cane? 654 00:30:04,551 --> 00:30:05,758 - After them! 655 00:30:08,931 --> 00:30:10,827 - What are you waiting for? [crowd clamoring] 656 00:30:10,896 --> 00:30:13,206 - We should hide. - Follow me. 657 00:30:13,275 --> 00:30:15,827 This way. [all panting] 658 00:30:15,896 --> 00:30:18,517 In here. 659 00:30:18,586 --> 00:30:20,206 - Okay, uh, the last thing I remember 660 00:30:20,275 --> 00:30:22,034 was giving you the knife, going home, and then-- 661 00:30:22,103 --> 00:30:24,620 - Tophat took you. We rescued you. 662 00:30:24,689 --> 00:30:27,896 We're in Idaho. Graham drove--terribly. 663 00:30:27,965 --> 00:30:29,413 - We're in Idaho? 664 00:30:29,482 --> 00:30:32,000 - Okay, so, if we destroy the cane, we destroy Mr. Tophat. 665 00:30:32,068 --> 00:30:33,206 - Yes. 666 00:30:33,275 --> 00:30:34,793 - Well, how are we gonna do that? 667 00:30:34,862 --> 00:30:37,551 - The only way to destroy a magical talisman is with fire. 668 00:30:37,620 --> 00:30:38,931 So you didn't know that? 669 00:30:39,000 --> 00:30:41,310 That's like common knowledge, dude, keep up. 670 00:30:41,379 --> 00:30:43,275 - [gasps] - They went in here. 671 00:30:43,344 --> 00:30:45,620 - Come on! - Go! 672 00:30:45,689 --> 00:30:48,517 [water sloshing] - It's getting deeper. 673 00:30:48,586 --> 00:30:50,000 - Watch out for the skeletons. 674 00:30:50,068 --> 00:30:52,482 [eerie music] 675 00:30:52,551 --> 00:30:53,655 - This way. 676 00:30:53,724 --> 00:31:00,551 ♪ ♪ 677 00:31:00,620 --> 00:31:02,931 - Hey, guys, do you hear that? 678 00:31:03,000 --> 00:31:04,689 [loud thunk] [all gasp] 679 00:31:04,758 --> 00:31:06,655 [electronic blipping] - Go. 680 00:31:09,793 --> 00:31:14,034 ♪ ♪ 681 00:31:14,103 --> 00:31:16,620 - Guys? I can't see anything. 682 00:31:16,689 --> 00:31:18,551 - Me neither. 683 00:31:18,620 --> 00:31:20,206 - Louise? 684 00:31:20,275 --> 00:31:22,275 - [shallow breathing] 685 00:31:22,344 --> 00:31:24,034 Marco? 686 00:31:24,103 --> 00:31:25,551 - Polo? 687 00:31:29,068 --> 00:31:32,275 - Marco. 688 00:31:32,344 --> 00:31:34,689 - Polo. - [screams] 689 00:31:34,758 --> 00:31:42,000 ♪ ♪ 690 00:31:42,137 --> 00:31:44,034 - [screams] 691 00:31:44,103 --> 00:31:45,793 - Guys? - Where have you been? 692 00:31:45,862 --> 00:31:47,517 - I don't know. I got lost. 693 00:31:47,586 --> 00:31:50,103 Where are Louise and Akiko? 694 00:31:50,172 --> 00:31:51,379 - Louise? 695 00:31:51,448 --> 00:31:53,000 - Akiko? 696 00:31:57,310 --> 00:31:59,241 [ominous music] 697 00:31:59,310 --> 00:32:01,241 - [screams] - [gasps] 698 00:32:01,310 --> 00:32:03,724 - Gavin? 699 00:32:05,724 --> 00:32:08,413 - [cackling] 700 00:32:08,482 --> 00:32:11,413 - [panting] 701 00:32:11,482 --> 00:32:13,344 - [panting] 702 00:32:16,482 --> 00:32:19,275 - [screams] - Graham! 703 00:32:19,344 --> 00:32:22,724 Graham? 704 00:32:22,793 --> 00:32:24,689 [whispering] Graham? 705 00:32:26,896 --> 00:32:30,000 [soft dramatic music] 706 00:32:30,068 --> 00:32:32,724 - You have a choice, Rachel. 707 00:32:32,793 --> 00:32:34,793 You have my cane, 708 00:32:34,862 --> 00:32:38,172 but I have your friends. 709 00:32:38,241 --> 00:32:41,724 Bring me the cane, and I will let them live. 710 00:32:41,793 --> 00:32:44,482 You have three minutes. 711 00:32:44,551 --> 00:32:48,379 Meet me where we first met. 712 00:32:48,448 --> 00:32:50,551 [thunder rumbles] 713 00:32:50,620 --> 00:32:52,413 [laughs wickedly] 714 00:32:52,482 --> 00:32:55,413 [dramatic music] 715 00:32:55,482 --> 00:32:56,689 ♪ ♪ 716 00:32:56,758 --> 00:32:59,896 - [screaming] 717 00:33:01,448 --> 00:33:03,689 [grunts] 718 00:33:03,758 --> 00:33:06,724 [panting] 719 00:33:06,793 --> 00:33:09,310 [cane crackles] 720 00:33:09,379 --> 00:33:16,275 ♪ ♪ 721 00:33:21,275 --> 00:33:23,758 [all grunting] - Let me go! 722 00:33:31,655 --> 00:33:32,620 - [scoffs] 723 00:33:32,689 --> 00:33:34,862 [thunder rumbles] 724 00:33:36,655 --> 00:33:38,344 - Let my friends go! 725 00:33:40,586 --> 00:33:43,689 - The girl who remembers. 726 00:33:43,758 --> 00:33:47,206 Well, you know, 727 00:33:47,275 --> 00:33:49,862 if I'm being frank, I have to admit 728 00:33:49,931 --> 00:33:54,241 for as long as I can remember, I've been afraid of you. 729 00:33:54,310 --> 00:33:56,758 It didn't occur to me till just now. 730 00:33:56,827 --> 00:34:00,068 You're not my enemy. 731 00:34:00,137 --> 00:34:03,758 We travel from town to town, 732 00:34:03,827 --> 00:34:05,620 and I pour 733 00:34:05,689 --> 00:34:08,793 my heart out on the stage... 734 00:34:08,862 --> 00:34:12,275 [melancholy piano music] 735 00:34:12,344 --> 00:34:14,931 And no one even knows that I exist. 736 00:34:17,413 --> 00:34:19,931 Until you. 737 00:34:20,000 --> 00:34:23,482 - You remember I exist. 738 00:34:26,137 --> 00:34:29,655 We're not so different, you and I, Rachel. 739 00:34:29,724 --> 00:34:33,586 We both feel alone. 740 00:34:33,655 --> 00:34:36,827 We both wanna be noticed. 741 00:34:36,896 --> 00:34:39,793 We both wanna be known. 742 00:34:41,620 --> 00:34:45,344 So, how about a truce, huh? 743 00:34:45,413 --> 00:34:47,827 Yeah? 744 00:34:47,896 --> 00:34:50,827 You give me the cane, 745 00:34:50,896 --> 00:34:53,137 and I let your friends go. 746 00:34:53,206 --> 00:34:55,793 You go your way, 747 00:34:55,862 --> 00:34:57,379 and we go ours. 748 00:34:57,448 --> 00:35:00,931 And all you have to do is make sure 749 00:35:01,000 --> 00:35:05,068 that everyone remembers me and what I've done. 750 00:35:08,517 --> 00:35:10,931 - What can this cane do? 751 00:35:11,000 --> 00:35:12,517 - What can't it do? 752 00:35:12,586 --> 00:35:16,068 With it, I can do anything. 753 00:35:16,137 --> 00:35:18,655 I can control anyone. 754 00:35:18,724 --> 00:35:21,206 - Except me. 755 00:35:21,275 --> 00:35:24,034 - Technically. - Interesting. 756 00:35:26,620 --> 00:35:28,172 You took my friends. 757 00:35:28,241 --> 00:35:30,655 - Yeah? - You hurt people! 758 00:35:30,724 --> 00:35:31,965 - So what? 759 00:35:32,034 --> 00:35:35,827 - I'm not interested in a truce. 760 00:35:35,896 --> 00:35:38,172 [grunts] [men yelp] 761 00:35:38,241 --> 00:35:40,655 - No! - [screams] 762 00:35:40,724 --> 00:35:41,965 Ugh. 763 00:35:42,034 --> 00:35:45,344 [all panting] 764 00:35:45,413 --> 00:35:47,586 Get me that cane! 765 00:35:47,655 --> 00:35:49,379 - No! 766 00:35:49,448 --> 00:35:51,862 - [screams] [electricity crackling] 767 00:35:51,931 --> 00:35:54,862 [dramatic music] 768 00:35:54,931 --> 00:35:58,551 ♪ ♪ 769 00:35:58,620 --> 00:36:00,931 [groans loudly] 770 00:36:01,000 --> 00:36:02,448 - Stop! 771 00:36:02,517 --> 00:36:04,275 Ugh! 772 00:36:04,344 --> 00:36:07,103 [grunts angrily] 773 00:36:07,172 --> 00:36:08,896 - I'm not like you. 774 00:36:08,965 --> 00:36:14,793 ♪ ♪ 775 00:36:14,862 --> 00:36:16,379 I'm not alone. 776 00:36:16,448 --> 00:36:20,793 ♪ ♪ 777 00:36:20,862 --> 00:36:22,310 - No. 778 00:36:24,793 --> 00:36:27,034 - [grunts] - No! [screams] 779 00:36:27,103 --> 00:36:28,931 [fire whooshes] [all gasp] 780 00:36:29,000 --> 00:36:32,275 - [groaning] 781 00:36:33,586 --> 00:36:36,896 [staff crackling] 782 00:36:36,965 --> 00:36:39,931 ♪ ♪ 783 00:36:40,000 --> 00:36:43,103 [grunting] 784 00:36:49,344 --> 00:36:51,586 [chuckles] 785 00:36:51,655 --> 00:36:53,275 - Why are you smiling? 786 00:36:55,448 --> 00:36:59,517 - Because this is something you'll never forget. 787 00:37:01,275 --> 00:37:04,517 [groaning, grunting] 788 00:37:13,137 --> 00:37:16,241 [screaming] 789 00:37:32,793 --> 00:37:35,689 [soft dramatic music] 790 00:37:35,758 --> 00:37:39,344 ♪ ♪ 791 00:37:39,413 --> 00:37:41,000 - [laughs] 792 00:37:41,068 --> 00:37:42,931 [laughter] 793 00:37:43,000 --> 00:37:45,344 - We did it. - [squeals] 794 00:37:45,413 --> 00:37:46,551 We did it. 795 00:37:46,620 --> 00:37:48,344 - [gasps] 796 00:37:51,241 --> 00:37:54,103 - Hey, I'm very confused. 797 00:37:54,172 --> 00:37:56,448 - That makes sense. 798 00:37:58,655 --> 00:38:01,586 Rachel, I cannot believe you just burned that cane. 799 00:38:01,655 --> 00:38:04,448 You could have had anything you ever wanted-- 800 00:38:04,517 --> 00:38:08,068 fame and glory, a private island, 801 00:38:08,137 --> 00:38:10,620 a decent-sized trampoline, a velociraptor, 802 00:38:10,689 --> 00:38:12,931 and reusable chopsticks-- those things are awesome-- 803 00:38:13,000 --> 00:38:15,034 a lifetime supply of parmesan cheese, 804 00:38:15,103 --> 00:38:16,413 and a jet pack. 805 00:38:16,482 --> 00:38:21,620 - I already have everything I've ever wanted. 806 00:38:21,689 --> 00:38:23,172 [all chuckle] 807 00:38:23,241 --> 00:38:28,793 ♪ ♪ 808 00:38:28,862 --> 00:38:31,000 Come on, let's go home. 809 00:38:35,344 --> 00:38:37,000 - Someone stole my hand sanitizer. 810 00:38:37,068 --> 00:38:39,034 - You have ten more in your locker. 811 00:38:39,103 --> 00:38:44,068 Okay, but that was my only spare. 812 00:38:44,137 --> 00:38:46,551 -[screams] - [growls] 813 00:38:46,620 --> 00:38:50,137 [car horn honking] - Hey, what's going on here? 814 00:38:50,206 --> 00:38:51,655 - I'm sorry, you're just gonna have to wait 815 00:38:51,724 --> 00:38:52,965 until the director calls cut. 816 00:38:53,034 --> 00:38:55,241 - Director? These are my students. 817 00:38:55,310 --> 00:38:57,068 - No, sir, they're professionals. 818 00:38:57,137 --> 00:38:59,965 - Cut. Moving on. 819 00:39:00,034 --> 00:39:01,344 You keep this up, and I'll bump you up 820 00:39:01,413 --> 00:39:03,241 from associate producer to co-producer. 821 00:39:03,310 --> 00:39:05,689 - I have no idea what any of that means. 822 00:39:05,758 --> 00:39:07,517 - It means I really appreciate your help. 823 00:39:07,586 --> 00:39:09,586 - I'm not doing this for the credit. 824 00:39:09,655 --> 00:39:11,379 What are big brothers for? - [chuckles] 825 00:39:11,448 --> 00:39:13,793 Okay, I've gotta go. Thank you. 826 00:39:13,862 --> 00:39:15,379 More Rick Baker. 827 00:39:15,448 --> 00:39:17,551 - I wrote this for Akiko's movie. 828 00:39:17,620 --> 00:39:18,931 What do you think? 829 00:39:19,000 --> 00:39:21,517 - Honestly... [spooky electronic music] 830 00:39:21,586 --> 00:39:23,344 It rules. 831 00:39:23,413 --> 00:39:25,137 - Now wait until you hear the remix. 832 00:39:25,206 --> 00:39:26,344 - Looking good, Teen Wolf. 833 00:39:26,413 --> 00:39:27,689 - I better be looking good. 834 00:39:27,758 --> 00:39:29,275 Sat in the makeup chair for two hours. 835 00:39:29,344 --> 00:39:31,137 - Here, check this out. 836 00:39:33,172 --> 00:39:34,827 - Seems far-fetched. 837 00:39:34,896 --> 00:39:37,586 - Yeah, who would believe it? 838 00:39:37,655 --> 00:39:39,758 - Hey, you got any plans later tonight? 839 00:39:39,827 --> 00:39:41,241 - I've got something at midnight, 840 00:39:41,310 --> 00:39:42,724 but can't talk about it. 841 00:39:42,793 --> 00:39:45,137 - Hmm, secretive. Sounds interesting. 842 00:39:45,206 --> 00:39:48,793 - It is. [indistinct chatter] 843 00:39:48,862 --> 00:39:51,137 - Do you guys remember you were gonna kick me out of the group? 844 00:39:51,206 --> 00:39:53,206 - We were gonna kick you out? 845 00:39:53,275 --> 00:39:56,379 - I'm not sure. It was kinda left open-ended. 846 00:39:56,448 --> 00:39:58,137 But you were gonna have a vote. 847 00:39:58,206 --> 00:40:00,379 - Huh, really? 848 00:40:00,448 --> 00:40:02,206 I wonder how that would've turned out. 849 00:40:02,275 --> 00:40:05,448 - Guess we'll never know. 850 00:40:05,517 --> 00:40:07,344 [owl hooting] 851 00:40:07,413 --> 00:40:10,482 [soft dramatic music] 852 00:40:10,551 --> 00:40:17,448 ♪ ♪ 853 00:40:19,965 --> 00:40:22,517 - What? - It's time for the vote. 854 00:40:22,586 --> 00:40:23,862 - Vote? 855 00:40:23,931 --> 00:40:26,172 - To see if you get to stay in the group. 856 00:40:26,241 --> 00:40:27,655 - Who's in favor of Rachel staying 857 00:40:27,724 --> 00:40:29,758 in The Midnight Society? 858 00:40:29,827 --> 00:40:36,758 ♪ ♪ 859 00:40:43,862 --> 00:40:46,689 - [giggles] [laughter] 860 00:40:46,758 --> 00:40:49,172 - Guys. - We so got you. 861 00:40:49,241 --> 00:40:51,517 - Seriously. Why would we kick you out? 862 00:40:51,586 --> 00:40:53,758 You're the best thing to ever happen to this group. 863 00:40:53,827 --> 00:40:56,862 - Accurate, but can we never ever do that ever again? 864 00:40:56,931 --> 00:40:58,551 Very anti-adventure. 865 00:40:58,620 --> 00:41:01,379 - You handled yourself well, Graham. 866 00:41:01,448 --> 00:41:02,896 - [giggles] Thanks. 867 00:41:02,965 --> 00:41:06,068 - Something about our little adventure stuck out to me. 868 00:41:06,137 --> 00:41:07,689 Why Rachel? 869 00:41:07,758 --> 00:41:11,413 Why was she the one destined to stop Mr. Tophat? 870 00:41:11,482 --> 00:41:14,103 Akiko and I have been doing some research. 871 00:41:14,172 --> 00:41:16,620 The tragedy of Marcus Cochran's carnival 872 00:41:16,689 --> 00:41:18,379 turned one little girl into an orphan. 873 00:41:18,448 --> 00:41:20,482 Her name was Alice Hooper. 874 00:41:20,551 --> 00:41:22,620 - She was Rachel's great-great-grandmother. 875 00:41:22,689 --> 00:41:28,034 ♪ ♪ 876 00:41:28,103 --> 00:41:29,758 - [laughs] 877 00:41:29,827 --> 00:41:33,103 - Wait, so this girl became an orphan because of Mr. Tophat, 878 00:41:33,172 --> 00:41:37,137 and then her descendant was the one who ended up defeating him? 879 00:41:37,206 --> 00:41:39,827 - Pretty much. - That's an awesome twist. 880 00:41:39,896 --> 00:41:41,551 - [laughs] 881 00:41:41,620 --> 00:41:44,620 ♪ ♪ 882 00:41:44,689 --> 00:41:47,413 - Well, this sucks. - Why does it suck? 883 00:41:47,482 --> 00:41:50,241 - How's my story supposed to live up to that? 884 00:41:50,310 --> 00:41:51,689 - No pressure, Gavin, 885 00:41:51,758 --> 00:41:55,000 I was kinda wondering if you'd be any good at this. 886 00:41:55,068 --> 00:41:56,551 - Oh, well, this is me at my best. 887 00:41:56,620 --> 00:41:58,517 Just you wait. - [laughs] 888 00:42:00,586 --> 00:42:03,275 Submitted for the approval of The Midnight Society, 889 00:42:03,344 --> 00:42:05,965 I call this story... 890 00:42:06,034 --> 00:42:08,655 [fire whooshes] 891 00:42:08,724 --> 00:42:12,793 "The Return of the Ghastly Grinner." 892 00:42:12,862 --> 00:42:16,000 [grass rustling] 893 00:42:16,068 --> 00:42:18,172 [growling] 894 00:42:18,241 --> 00:42:21,103 - Did you guys hear that? - Nah, what? 895 00:42:21,172 --> 00:42:22,172 - Where is it coming from? 896 00:42:22,241 --> 00:42:24,965 [grass rustling] 897 00:42:25,034 --> 00:42:26,862 [growling] 898 00:42:26,931 --> 00:42:28,655 - I'm not ready for another adventure yet. 899 00:42:28,724 --> 00:42:32,206 - Guys, over there. 900 00:42:32,275 --> 00:42:34,551 [growling] - Can you guys see it? 901 00:42:34,620 --> 00:42:37,172 [dog barking] 902 00:42:37,241 --> 00:42:39,758 [laughter] 903 00:42:39,827 --> 00:42:41,068 - Jefferson. 904 00:42:41,137 --> 00:42:42,862 Jefferson! 905 00:42:46,655 --> 00:42:49,310 What are you guys doing out here? 906 00:42:51,137 --> 00:42:54,310 - Uh... 907 00:42:54,379 --> 00:42:55,793 - [whispering] Somebody say something. 908 00:42:58,379 --> 00:43:01,379 [dramatic music] 909 00:43:01,448 --> 00:43:03,793 ♪ ♪ 910 00:43:03,862 --> 00:43:05,137 Gavin? 911 00:43:05,206 --> 00:43:12,310 ♪ ♪ 912 00:43:14,241 --> 00:43:15,689 So, Adam... 913 00:43:18,655 --> 00:43:26,517 Do you like scary stories? 914 00:43:26,586 --> 00:43:30,413 - ♪ New school, new life, new locker ♪ 915 00:43:30,482 --> 00:43:34,241 ♪ With notes that make you wonder ♪ 916 00:43:34,310 --> 00:43:37,379 ♪ What kinds of stories ♪ 917 00:43:37,448 --> 00:43:40,896 ♪ Likes The Midnight Society ♪ 918 00:43:40,965 --> 00:43:45,586 ♪ She told the tales of Mr. Tophat ♪ 919 00:43:45,655 --> 00:43:49,517 ♪ A man that's friends to no one ♪ 920 00:43:49,586 --> 00:43:52,344 ♪ It's all part of the show ♪