[gasping]
[eerie laugh]
[screaming]
[eerie laugh]
[gasps]
Help me, Rachel.
[organ playing]
This can't be real.
Wake up, please wake up.
Hello, Rachael.
- Welcome to the show. - No!
[gasps]
It was just a dream.
It's just a dream.
[music playing]
[children giggling]
[door opens]
You still haven't finished unpacking?
Soon!
It is your first day of school and we are in a new town.
This is a very big deal!
Why are you so caffeinated?
I haven't even had coffee yet, can you believe it?
That's how excited I am about this!
Aren't you excited?
Rachel? Rachel!
Rachel!
♪ Now I'm back in the city ♪
♪ The lights are up on me ♪
Rachel?
This is a chance to reinvent yourself, you're starting with a blank slate!
You get to decide who you want to be.
Rachel!
♪ All your darkness has come back to you in time ♪
♪ Brace yourself world ♪
♪ It's about to blow your mind ♪
♪ It's coming 'round Like a shockwave ♪
♪ It's comin' round like a shock ♪
Hello, young man!
Hello... lady.
We're your new neighbors!
Right, uh...
- I noticed. - Rachel!
Say something to the boy.
- I'm Rachael. - Was that a question?
No, no, I mean, um...
Gavin.
See? Making friends already.
Are you thinking about that boy?
I mean that young man was a real Timothee Chalamet.
- Did I say that name right? - No, it's Chalmet--
I think.
I mean he looks like he could be
the love interest in a teen romance movie, doesn't he?
Mom!
What? He's handsome!
It's the first day of school, honey! This is the best day ever.
♪ On to the ever-moving Onward song ♪
♪ And all that was Is left in the past ♪
Now listen, honey I am so proud of you--
No more speeches.
You love me, I get it.
You also think I'll make friends this time around,
which is excessively optimistic.
I'm just gonna do my best, okay?
That's all I ask.
You know, I'm rootin' for ya, I am your biggest fan!
I know, Mom.
Love you!
Be careful!
[screaming]
♪ Through my mailbox A letter dropped ♪
♪ An invitation to a rock n' roll hop ♪
♪ Sent to me by a friend of mine ♪
♪ Who lives in a castle with Frankenstein ♪
♪ Goin' out tonight To do the rock n' roll dance ♪
- Hey Nick, what'd you do that for? - Dude, I'm sorry.
♪ The band was gray And the floor was white ♪
♪ Creepy cats rockin' Side to side ♪
♪ Up one side, down the other ♪
Need some help?
Uh...
Not many things I'm good at,
but I've mastered the art of opening these death traps.
The trick is you gotta...
- Oh, back, got it, yeah. - You gotta...
You gotta...
Nice going, Adam!
Apply force the first time.
They get pretty sticky, and then...
Huh?
[bell ringing]
It didn't work.
I appreciate the attempt.
Oh, I see we have a new student.
All right, come on up to the front of the class.
Okay everybody, please be quiet while the new girl introduces herself.
Hi, I'm Rachel Carpenter.
You'll have to speak up, I don't think they can hear you.
Hi, I'm Rachel Carpenter.
And tell them something about yourself.
I'm...
New.
[laughter]
Well, thank you for sharing that very...
informative information with us today.
I'm assuming that you all know that the square root of 64 is eight...
Hey! Strong speech.
Thanks, I put a lot of work into it.
I can tell.
I'm Graham.
Watch horror movies?
Yeah, just a suggestion.
Have you seen The Changeling?
Have I seen The Changeling?
Please.
Wait, have you seen The Changeling?
[school bell rings]
Page 24 by tomorrow, alright, thanks everybody.
No way.
Just a drawing.
Oh, that's a smoothie, that's a malty smoothie.
Graham, you're the hero, you can do this.
Nope.
Okay, don't puke.
Mr. Tophat.
Sorry, it's taken.
- Mind if I join you? - Are you serious?
You are serious.
Oh... wow.
- I'm bad at talking to people. - That's okay.
- I like silence. - Awesome.
[school bell rings]
Hey, Libby!
I'll see you guys later.
See ya.
I can't believe you did that.
I know it's slightly creepy to take this picture without her knowing--
No, I mean I can't believe you took it out of the trash.
You wash your hands 50 times a day.
At that moment, my curiosity outweighed my germaphobia.
- Has that ever happened before? - Never.
You might have something here, talk to Kiko.
- See you later, Louise. - No!
- Oh no, it's a Zombie! - Cut, cut, cut!
The line is, "Oh, my God, it's a zombie."
- Does it really matter, Kiko? - You're fired.
- You're joking. - Am I?
[screaming]
I knew that was a kid... in makeup.
You haven't picked a brain yet.
The good one.
Hey, Kiko.
When you gonna let me do the music for one of your productions?
- I don't work with friends, Graham. - That's a weird rule.
I must push my collaborators.
I'd be too worried about your feelings.
[sirens]
Party's over.
Sargento's finest.
We've received many complaints from the neighbors in the area.
Can't imagine why?
Something about a slide covered in blood?
It's corn syrup.
I also heard there were explosions, plural?
Please, those were very minor pyrotechnics.
I've got it all under control.
[explosion]
I'm sorry!
That's a wrap, everyone, great work today.
It seems like it'd be kind of cool to have a cop as a brother.
How?
I don't know, if you got a ticket, maybe he could help you with that?
I don't drive.
So you really took a piece of paper out of the trash?
Yes, why is that so surprising to everyone?
Right, because it's totally out of character for me.
- What's the new girl's name? - Rachel.
And she asked you if you'd seen The Changeling?
Yep.
Not terrible.
It shows some promise.
Let's see if she's got the right stuff.
I realized what went wrong yesterday.
I should've used my other shoulder, I'll get it right this time.
Oh.
Adam, save me a spot at lunch.
TMS?
What is scarier, a vampire or a werewolf?
Put your answer in the wall behind the curtain in the theater classroom.
P.S., do not tell a soul about this or you'll be disqualified.
A vampire is much scarier,
a werewolf only changes during the full moon,
a vampire is a vampire every night.
Would you rather be a ghost or a zombie?
I'd rather be a ghost.
Ghosts at least get to keep their personalities.
Besides, sometimes I feel like a ghost already.
Would you rather spend the night in a haunted house or a cemetery?
I'd sleep in a cemetery, that sounds peaceful,
unless it's raining, then I'd risk staying in a haunted house.
P.S., is the house haunted by scary ghosts or nice ghosts?
That makes a big difference.
Congratulations, you have passed the challenge.
Be there at midnight.
Who are these guys?
I can do this.
[gasps]
Almost there.
Hello?
Is someone there?
Don't be scared, don't be scared, don't be scared...
Don't be scared.
[gasps]
This is a bad, bad, bad idea.
[gasps]
[children giggling]
Rachel.
[screams]
Put this on.
Now.
Take a seat.
- You have passed the initial trial. - Trials?
There is one final step.
You'll meet us at the exact same place tomorrow at midnight.
You have 24 hours to come up with a story.
- A story? - A truly scary story.
If we like your story, you'll join our group.
If we don't, we will never contact you ever again.
You get one opportunity, Rachel. Do not waste it.
I'm gonna need more than a day to come up with something great.
That's all you get.
I declare this meeting of the Midnight Society closed.
Do not tell anyone about us.
Coming, coming, coming.
Oh, Rachel?
There's someone here to see you.
[laughing]
I know.
Hey.
- Hi. - Good morning.
Hi.
Your mom and I were just talking about the hot summer nights here.
Well, I just figured you could give your mom the day off
and walk me to school today?
It's not that far.
Plus, it's good exercise.
Sure.
Whatever, I guess I could walk.
Cool.
So... I saw you last night.
- When? - At 2 AM.
You were climbing in your window.
I was at a party.
- Oh, really? - Oh, sure.
- I love partying. - Yeah, cool.
Oh.
What was that?
Practically saw a light bulb appear over your head.
I'm trying to come up with a good idea for a story.
Oh, for what?
For class.
What class?
A story class?
What kind of story?
I have to come up with something scary, I can't decide what to do.
That's easy.
We're all afraid of something.
I'm afraid of vampires, spiders, pop quizzes.
What are you afraid of? What scares you the most?
Um...
I know what I'm going to write about.
Glad I could help.
Me too.
Lightening always strikes in a concentrated area.
Why am I telling you this now?
[gasps]
Let's do this.
Bring on the bag.
I'm ready.
Toss a handful of this into the fire.
Every story begins with these words,
followed by the title of your story.
Submitted for the approval of the Midnight Society, I call this story
The Tale of Mr. Top Hat and the Carnival of Doom.
They called it the Carnival of Doom.
Her parents promised her it wouldn't be that scary.
- Wow! - Isn't that something?
The Carnival of Doom lives up to its name, huh?
Come on!
They promised her it would be fun,
but what they didn't know was she liked being scared.
Is it really free admission? I mean, what's the catch?
No catch my friend, tonight only, come right in.
Or at least she did.
Okay, come on.
Because after that night, she never set foot in a carnival again.
[screams]
The young girl grabbed her mother's sleeve--
Wait, wait, the clown had no eyes?
- Yes. - Nothing at all,
like nothing in his eye sockets or anything?
Look, if the story is too scary, I can always tone it down for you.
Too scary, what?
I mean, if anything, it's not too scary enough.
Please continue.
As I was saying,
the young girl grabbed her mother's sleeve and told her what she saw.
He has no eyes.
Have him take off his glasses, you'll see.
Your glasses, would you mind?
Not at all, ma'am.
Seems like someone is letting her imagination get to her.
Maybe this is too much for you, you want to go home?
Nothing bad will happen to you, I promise.
You can trust me.
If only her mother knew how wrong she was.
Popcorn, honey.
Everyone enter the big tent.
Tonight's group festivities will begin right inside.
Everyone report directly--
[applause]
Welcome to tonight's main event, I am Bartholomew.
It is my honor to introduce to you the master of ceremonies,
King of the Carnival, Emperor of the Night,
and friend to no man.
[applause]
You may call him...
Mr. Tophat!
[applause]
Ladies and gentlemen, boys and girls,
cats and dogs, ghouls and goblins,
fast zombies, slow zombies, creatures of the night,
enemies of the day, lovers of fun
and haters of everything good and decent.
Welcome to the Carnival of Doom.
Ladies and gentlemen, please forgive these technical difficulties.
- What's going on? - Let's just wait.
We'll be right with you in just a moment.
We should go home.
It's alright.
[both screaming]
Very good scream, use that one later.
But don't be alarmed, everyone. It's all part of the show.
You may experience things here that are going to shake you...
to your very core, right down here.
But just remember everyone, it's all part of the...
Show.
She understood what was happening.
They were putting on a show, she liked being scared.
This was fun.
Oh, now the real fun begins.
[evil laughter]
Outside of this tent, adventure is in store.
We've got rides, we've got food, thrills,
danger, whatever you could possibly want.
Whatever you could possibly feel.
But remember, no matter how it may seem,
it's all part of the show.
[applause]
- Let's go on some rides! - Sure.
Whatever you want to do honey, let's go, fun.
- That was fun. - Oh, I gotta go to the bathroom.
- Want me to come with you? - I'll be fine.
The Carnival of Doom was too big for someone so small.
Little did she know one wrong turn would lead her to a place
where no child is meant to be.
[gasps]
Mr. Tophat?
Hello.
Is this... part of the show?
What's wrong, little girl?
I thought you liked being scared?
That scorpions were crawling out of his pant leg?
- Yes. - And he took one and he ate it?
Just let her tell the story, Graham!
Graham, is it?
This is not the Graham you know,
this is an entirely different one that you don't know.
Well, I like that Graham.
- Really? - Yes.
Please continue.
To make matters worse,
the young girl ran directly into the two meanest girls in her school.
What's wrong, little girl?
- Someone looks scared. - Looks like someone's gonna cry.
Don't go back there, please.
Why, is there something back there we can't handle?
We're not babies.
We're gonna tell everyone in school you couldn't handle the carnival.
It's not--
Mr. Tophat's back there, he's... evil.
[laughing]
It's all part of a show, you baby.
Come on, let's go check it out.
She watched them leave. She hoped she was wrong.
She hoped they'd be safe.
She begged her parents to go.
He ate a scorpion! He ripped it out of the ground.
She knew they weren't safe.
The young girl woke up the next day
and her memories from the previous night felt more like a nightmare
than something she actually experienced.
She was grateful it was all over.
And in breaking news,
two middle school girls have been reported missing.
Police have begun the search with the help of friends and family.
Sources say that neighboring counties
will also be donating resources in the coming days
until the girls are found.
Both parents and police urge anyone
who may have had recent contact with the girls
to come forward, as any and all leads will be crucial in this case.
They were at the carnival.
I told them not to go back there.
What carnival?
The Carnival of Doom.
[laughter]
Such a dramatic name.
You don't remember it?
I'm sorry, honey.
I honestly don't know what you're talking about.
We went there together.
The three of us?
Sweetie, are you okay?
There was no sign of the carnival.
No one in town even remembered that night.
Not her parents, not her friends, not her teachers.
No one.
And in time, the girl forgot about the carnival, too.
And the man in the top hat faded from her memory.
The two girls were never found.
The end.
Let me guess...
Adam?
You didn't know it was me?
It literally never occurred to me.
I thought I asked you too many questions.
Had to make sure you wouldn't rat us out.
I'm Louise, by the way.
And this guy over here who couldn't handle your story is Graham.
I handled it.
We know each other.
- You were scared out of your mind. - Yeah, but that's a good thing.
I want to be scared, I like to be scared.
Why am I the only person that understands that concept?
And this is Kiko.
Greetings and salutations.
You took off your masks,
you told me your names.
Does this mean what I think it means?
You do the honors.
- Welcome to the club, Rachel. - Well, it's a lot of pressure.
Hope you can handle it.
Don't worry, I can.
I declare this meeting of the Midnight Society closed.
I'll have to tell you about my first story sometime.
It was about a leprechaun who drank blood.
A vampire leprechaun?
No, it's not. No, it's complicated.
You can annoy her another time, Graham!
Do you want to know a secret?
You're not annoying.
Well I knew that part.
I thought you would tell me an actual secret.
Hey.
Do you want to walk home together?
If you don't mind me asking, why--
- Why do we choose you? - Yeah.
It was your drawings.
What drawings?
There was one of Mr. Tophat and one of a giant spider.
- You all saw my drawings? - Yeah, they were amazing,
really creative stuff, and,
more importantly, they were pretty scary.
Thanks.
So how long have you been in the Midnight Society?
Around two years, I think.
I wouldn't have guessed you like scary stories.
I mean, I guess I don't know much about you.
Oh.
Okay, uh...
I don't eat meat.
That's not like an ethical choice, I just I don't like it.
- Right. - The taste, I don't know.
Sometimes I worry people will think I do that just to seem interesting,
but then I remember it doesn't matter what people think, so...
Right.
I like the Knicks.
What do you really want to know?
Why do you like telling scary stories?
I think I prefer listening, actually.
Yeah, it's fun to see what people come up with.
Because that's the whole fun of the Midnight Society, right?
We get scared, we get to let our imaginations run wild,
but then we get to go home and sleep, safe and sound in our beds,
knowing that the real world is much simpler,
and nothings out there going bump in the night.
Yeah.
Hey!
- Goodnight, Rachel. - Goodnight, Gavin.
[thunder rumbling]
Come on, Jefferson.
No, Jefferson! Come back, wait!
Adam? Adam!
Jefferson, where's Adam?
Adam!
[thunder rumbling]
I'm over zombies, next movie is werewolves.
It's a really underused genre.
- Cops. - What?
Dale?
What's wrong?
Hey!
When do I get my own scary mask?
We don't talk about TMS at school.
Oh, sorry, sorry, my bad.
But the answer is... soon.
Alright everybody, settle down, take your seats.
Okay, quiet, please, quiet.
Got something I need to share with you.
- You got fired? - Jeremy, come on.
Alright look, it appears that one of your fellow students
went missing this morning.
Adam Lynch. Now if any of you have seen him,
or know anything about it, please come talk to me
or someone in the principal's office, okay?
Now on a more positive note.
Let me have those back please, thank you.
There's a really fun thing going on this weekend.
Carnival's coming to town this Thursday.
Oh my God.
Shhh.
It's all part of the show.
[evil laugh]
Adam went missing the same day the carnival came to town.
We should go tomorrow night.
We'll figure this out together.
Welcome to The Carnival...
Of Doom.
Remember, it's all part of the show!
Our lives were perfectly normal before you showed up.
I never wanted to put any one of you in danger.
Now are you in or out?
Do you have a plan?
Your destiny is to kill Mr. Top Hat.
We have to win... right?
Right?
What's wrong, little girl?
[screaming]
I thought you liked being scared?
Rachel!
I'm going to end this.
Let's go!
[laughing maniacally]
- This is where the fun begins. - I'm ready.