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Narrator: First of all, it was October,
a rare month for boys,

full of cold winds, long nights,
dark promises.

Days get short.
The shadows lengthen.

The wind warms in such a way,

you want to run forever
through the fields,

because up ahead,

ten thousand pumpkins lie
waiting to be cut.

Narrator: It was the October
of my 12th year

when the seller of lightning rods

came along the road
toward green town, Illinois,

sneaking glances over his shoulder.

Somewhere not far back
was a terrible storm.

Even now,
on those special Autumn days,

when the air smells like smoke,

and the twilights
are orange and ash gray,

my mind goes back to green town,

the place where I grew up.

In my memory,
I'm back on main street again,

among the neighbors
who gave me my first glimpses

into the fearful needs of the human heart.

The cigar store was owned by Mr. Tetley,

a man obsessed with money.

Morning, Mr. Crosetti.

Narrator: Mr. Crosetti, our barber,
cut my hair a thousand times,

always talking about faraway ladies
he would never know.

I remember ed the barman,

yesterday's football hero.

Still haunted by 40-yard runs
down the dark fields of his dreams.

Our teacher was miss foley.

We couldn't believe it, but folks said
that once, before we were even born,

she had been
the most beautiful woman in town.

And of course,
I can still see Jim nightshade,

my best friend,
my blood brother, my shadow.

- Finished?
- Yes, miss foley.

- Then you may leave.
- Thank you, miss foley.

Quietly.

And let this be a lesson to both of you,

I will not have whispering.

- Never.
- Of course I can. I'm older.

You're not older.
We were born on the same night.

Yeah, I was born one minute to midnight
and you were born one minute after.

- You see?
- I won't always be younger than you.

- Will: Hey, Mr. Crosetti.
- Hello, boys.

Will: Hello, Mr. Tetley.

Oh, now, don't be messin' up my work.
All right, come on, I'll race ya.

Man: Hellfire storm's a-comin'.

An electric storm to clean your streets
and wash away your troubles.

- So buy one of these lightning rods...
- Both boys: Tie!

Some folks need special protection.

I can sniff out
which of your old homes is in danger.

Some folks draw lightning to 'em
as a cat sucks in a baby's breath.

Narrator: But I suppose that this
is really the story of my father,

and that strange, leaf-whispery Autumn,

when his heart
was suddenly too old and too tired,

and too full of yearning and regrets,

and he didn't know what to do about it.

- Hello, son.
- You saw me.

What can I find you
that'll keep you awake all night?

Let's see, travelers to the north pole?
Wild west. Zane grey, huh?

- I don't think so, dad.
- Well, I thought all boys liked adventure.

- I don't know. Do all fathers?
- Jim: Mine sure does.

He's in Africa right now.
The gold coast of Africa.

But he's coming back real soon,
and he's bringing me a present.

He's bringing me a parrot.
The letter said a green-and-yellow one.

And a native spear, and a war drum,
and a necklace made of human teeth.

Oh, yes, and a shrunken head.

- Have you ever seen a shrunken head?
- Only yours.

Shh, boys. Now, young Jim nightshade,
what can I find you?

Something from the arabian nights, now,
full of magicians and monsters? No?

Let's see. Drums of doom?
The saga of the thunder lizards?

No thanks, Mr. Halloway.
Something about headhunters.

They're my father's friends right now.

Look, who are you fooling?
Your father doesn't ever write.

That's better than
a father who's afraid...

My father's not afraid of anything.

He's just a bit old, that's all.

- That doesn't mean he's afraid.
- Doesn't it?

Anyway, my father's here.

Yours isn't coming back, is he?
Not ever.

One day. You'll see.

Shh, listen. Can you hear?

- What is it?
- Listen. Why don't you ever listen?

- I am.
- Like music.

I don't hear no music.
It must be that old wind again.

- Oh, do you live hereabouts, boys?
- These are our houses.

One of which, as I listen to it,

has murmuring timbers.

Can't you hear it? Who tells ya?

Tom fury tells ya.

- Your house is in need of protection.
- Which house?

- This one.
- It's his house.

- Now, your names, gentlemen?
- Will halloway.

- Jim nightshade.
- Well, Mr. Nightshade, sir.

You just go right in and tell your father

that Mr. Tom fury of the lightning rods

presents his compliments,

and your house
is in very urgent need of protection.

- All right, I'll tell my father that.
- Jim!

You want to say something, will halloway?

Will, what kept you so late?
Your supper's ready.

Coming, mom.

- Later.
- Yeah.

Jim? Is that you, Jim?

Yes, mom.

Darling, can you get yourself
something to eat out of the icebox?

There's a ham in there,
and some peanut butter.

Mother's just all tired out, darling.

Jim, what are you doing?
Cat got your tongue?

- Oh, we're buying a lightning rod, mom.
- Don't make jokes, please.

- Well, my father said yes.
- Well done.

Now, which one will you have? This one's
got old Chinese hen tracks on her.

- A rod invented to catch...
- I'll have this one,

with the beetles on there,
like an Egyptian scarab.

Good boy. Once the lightning rod
on the pyramids of Egypt.

Trained for 3,000 years to pitch
the lightning back to the high heavens.

And it's yours for...

How much you got there, boy?

- It's yours.
- Thank you.

You're welcome, Mr. Nightshade, sir.

"Eight, seven, zero,"

which surely has to be lucky.

Do you ever play the numbers,
Mr. Halloway?

Me? No. Never take risks.

Well, you should, sir. One day
I'm gonna win that $100,000 number.

And it won't be ten-cent cigars
for us then, Mr. Halloway.

It'll be the big,
imported Havana specials,

rolled on the plump,
smooth thighs of Cuban ladies.

Mr. Halloway.

- You can't smell it, can you?
- Smell what?

Powder. Lady's powder and perfume.

The sweet smell of rustling petticoats.

Smells to me like
we're going to have visitors.

Elegant visitors. Beautiful ladies.

You'll have to make do with
the ladies you've got here, Mr. Crosetti.

We don't get any visitors in this town.
Not in October.

Or any other time of the year,
come to that.

Do you know what you need,
Mr. Halloway?

A touch of crosetti's color restorer.

Make you feel years younger.

I wish it were that easy.

Oh, doc, did you see what
Northwestern did last week?

Northwestern, 20 seconds to go,

they got the ball,
he fades back for a pass.

Touchdown. Wins by two!

- Ed, doc.
- Charlie.

Do you have any idea
what Northwestern's gonna do this week?

Now, you remember your heart.
Just one drink and one cigar.

Oh, come on now. You know what
they're gonna do?

They're gonna kill 'em.
That's what they're gonna do.

Boy, I tell ya, I wish I was out there
to run, to throw, tackle...

Touchdowns. There's nothing like it,
to smell that grass, to run...

Halloway: Ed.

- Boy, ain't you somethin'.
- Always was, always was.

- To your health, doc.
- Wait a minute. To Northwestern.

Northwestern.

Will: Jim!

Jim.

Jim, why don't you ever answer?

I've got half a mind
to throw this darn thing away.

- And get yourself burned?
- Yeah.

Hey, look. A carnival.

Saturday 24th. Why, that's tomorrow.

Pretty big wind blowin' today,
huh, will boy?

One of the stone lions
blew off the library steps.

Prowlin' around town now.

Lookin' for some juicy, tender
young Christian to eat, I don't wonder.

You got something there, dad?

Huh?

No.

You seem sad tonight, huh?

Oh, it's will.

He makes me feel so darn old.

A man should be able to
play baseball with his son.

Baseball is not necessary.

Not with a heart like yours.

He'll forgive you that, hm?

Halloway: Hm.

Maybe so.

You know...

I feel restless.

Must be a storm comin'.

Will: Dad?

Will!

Will, the carnival's come.
The carnival's come!

- In the middle of the night?
- Hell, yes. Come on!

- But how could...
- Come on!

Will: Jim, don't.

Halloway: Well, what is it, son?

Can't sleep?

Oh, well.

Me neither.

I thought I heard a train.

Couldn't be, though.
Not this time of night.

No, it couldn't have been.

Couldn't be a carnival, could it?

Not in October.

I mean, you never saw no scraps of paper,
did you? Not about any carnival comin'.

Three o'clock.

They call it "the soul's midnight."

- Do they? Why?
- I don't know.

I guess it's a time
when a lot of people die.

Uh, old people.

I only meant old people.

Old people?

Will, uh...

We should have a talk sometime.

Just you and I.

- What about?
- Oh, about when you were small.

That, um... picnic that we took
down by indigo river.

Look, son, I know you got
a fright then and...

I better get back to bed now.

Mom wouldn't like us up this late,
talking.

She'd say we got to think of tomorrow.

Yeah, yeah.

Guess you're right, son.

Woman: I want you to remember,
you boys have to stay with your father.

Man: Now, Billie, don't start
picking on them already.

Will: It's nothing but
a plain, ordinary old carnival.

Jim: No, it can't be.

It can't be ordinary.

We just couldn't see it
last night in the dark.

- It's ed.
- Hey, ed.

Your prize, sir. A free pass
to our fabulous mirror maze.

Thank you. Come on.

Ed's voice: Boy, [tell ya, I wish
I was out there

to run, to throw, tackle...

Touchdowns. There's nothing like it,

to smell that grass,
to run on the field...

- Jim: Want to go in?
- Will: No.

No?

Those mirrors... they're like last night.

Jim: Miss foley. Are you all right,
miss foley? Here we are. Are you okay?

Jim, will.

My two whisperers.

I'm all right now.
Yes, of course I am. Silly.

I must be tired out, I guess.

Why, it's so bright in there.
So beautiful, so strange.

It must have dazed me.
I don't quite remember.

I must get home.
My little nephew's arriving.

Is she ”I?

I don't know. Must be a shock, though,
staring in all those mirrors.

Especially if you have a face like that.

Woman:
I can see your place of work, my good sir,

and a red, white and blue pole turning.

It's a miracle.

Your eyes see everything.

Woman: Only, I think there is something
missing from your life.

Something that could make you so happy.

Ladies.

You have lived here a long time
without the scent of ladies' skin.

They're waiting for you, my good sir.

Call them.

- Number two.
- Two! Number two, that's me. That's me!

That's my number. I won it. I won!

- So it is, sir. So it is.
- I won it! I won at last!

- No need to agitate yourself.
- You don't know how long...

One thousand. Now, here's one,
two, three, four, five,

six, seven, eight, nine, ten.

One thousand dollars.
And may I offer you a cigar, sir?

- Oh, thank you.
- A genuine Havana special.

Rolled for you on the smooth,
plump thighs of Cuban beauties.

And a free pass

to our magnificent Ferris wheel,
compliments of the management.

Oh, thank you. Oh, number two.
Who would have believed it?

Oh, this is my lucky day.

This is my lucky day.

Uh, may I, uh, join you?

Oh.

Oh, this is my lucky day. I just won
a thousand dollars and I have it here.

And now I get to sit next to,

if I may say so,
a very beautiful... woman.

It's a...

It's a lucky day. Number two.
I won it on number two. Did you know that?

Man: Step up, step up,
ladies and gentlemen.

- See the exotic dancers from the erotic...
- Come on, Jim.

You don't want to see this.
Come on!

You've never seen before.

These are dancers that will
thrill you, chill you...

Jim, come on.

Sorry, boys. Too young.
Come back in ten years.

- I just saw...
- Shut up.

Man: Lucky, lucky, lucky...

Jim: Ooh.

Look at this one.

Wow!

This one's my favorite.

Put them down, Mr. Cooger.
Bring them back to earth again.

The sign says "out of order," boys.

Or don't they teach you reading
at this town's academy?

Introductions all around?

My name is Mr. Dark.

I advise you to respect it.

Of dark's pande-minium carnival?

Isn't he the brave one?

Show's over, boys.
All that's fit for you to see.

Why don't you come back later,
for free rides on these exotic animals?

See all the fun of the fairground.
What do you say?

Go on. Go on, take them.

I bet you somethin' goes on after sundown.

We gotta stay and see.

We can't stay after it closes.

They'll Chuck us out.

Not if they can't find us,
they won't. Come on.

Jim: Come on.

Mr. Dark: Mr. Cooger, are you ready?

My gosh. Look.

- It's going the wrong way.
- Backwards.

Look at Mr. Cooger.

It's late. Time to go back to your work.

Mr. Cooger.

Jim: Come on!

- Look, it's miss foley's house.
- Will.

Look, look. There.

Who's that kid she's got in there
with her?

Don't you know, will?

- What are you playin' at?
- I want to warn miss foley.

Don't you lie to me, Jim.
That's not what you want to do.

You want to meet that... that... thing.

No!

No, oh, my gosh. Come on.

Land sakes, who is it?
My two little whisperers.

We wanted to see...

If you were quite all right, miss foley.

Yeah, we were kinda worried.

That's very considerate of you boys.
I was just a little faint, I guess.

Why don't you step inside?
Come in, will, come in.

My nephew robertjust arrived,
and I baked a whole batch of cookies.

Come in. Robert?

I'd like you to meet
my young nephew, Robert.

- Miss foley...
- Swell.

Hi. Glad to meet you.

Miss foley, we came to warn you.

- Warn?
- Yes.

He... he won't be in school Monday.
He's sick.

- Miss foley: Oh?
- Yeah.

See ya!

What you up to, Jim?

You touched his hand. His horrible,
devil's hand, and you touched it.

Oh, shh.

Will halloway,
you wicked, wicked hooligan.

- But I didn't...
- Little liar. You stay right there.

I'm coming down. Come back here.
Come back here this minute.

I'm going to call your mother!

- Dad.
- What's the trouble, boy?

Mom?

Jim.

Oh, honey, supper's over. It's late.

Well, we've already had our supper.

But, I'll fix you something real nice.
Okay?

- You hungry?
- No. It's all right, I guess.

Jim?

Well, just now, you know,
you seemed kinda glad to see me.

- Well, at least you weren't the, uh...
- Mm, I wasn't the devil? Was that it?

I guess.

Will...

About that picnic
down by the indigo river...

- It's getting late...
- Now, now, you sit, son.

- Sit until this is finished and done with.
- What?

The talk we were tryin' to have
last night.

It's one we should've had a long time ago,

about that strong old current that swept
you way out in the middle of the river.

And I stood there and watched...

Tied to the riverbank and helpless.

'Cause I had a dad who didn't think
it was right to teach boys to swim.

Well...

There was a man standin',
drinkin' liquor out of a stone bottle

on the other side of the river,
and he dove in after you.

Dove in without even taking his boots off,
and pulled you out of danger.

I guess you must've been
all of four years old at the time.

I knew someone caught hold of me.

Someone who wasn't me.

No one else knew who it was, but I did.

It was Harry nightshade, son.
Your friend Jim's dad.

A couple of years
before he lit off across the seas

and was never seen in this town again.

Mr. Nightshade did your father's work.

I can't forgive myself for that...

Or him either, I guess.

But I'll tell you somethin', son.

When you see the end of things
comin' close and starin' at you,

it's not what you've done that you regret,
it's what you didn't do.

And most of all...

That afternoon at the river,
when there was nothin' I could do, will.

Blame my father, if you like.
Blame me.

We gotta stop blaming sometime.

I wish you could be happy.

Well... just tell me I'll live forever.
Then I'll be happy.

Dad, don't talk death.
Someone'll hear you and...

Dad...

Guess I kept you up kinda late.

Up you go.

- Do you want to come up this way?
- Hm? Uh, I don't think so.

- Because you're welcome.
- Uh, no. I want to finish my cigar.

- I don't want to ditch you.
- I gotta lock up, will.

Why do boys always
keep their windows open?

Jim: Warm blood.

Warm blood?

That was your father's problem.

What are you doing still awake?

Do I look like him?

I mean, do I look like my father?

Too like.

The day you leave home,
my Harry will be dead forever.

- Go to sleep now, sweet dreams.
- Good night, mom.

Good night, darling.

Yes, please.

Please.

Please.

Help me!

Please, help me!

Please, help me!

Will: Jim?

You're ditching me.

Jim!

- Where are you goin'?
- Back to the merry-go-round.

Oh, no, you ain't.
He'll be there, that Mr. Cooger.

Making himself so big and tall
and strong... he'll kill us.

Let go. Let go, or so help me...
I'll remember this when I'm...

- When what?
- When I'm older, darn it. Older.

When you're older?

- I didn't mean...
- Oh, yes you did!

If that darn merry-go-round
could make Mr. Cooger younger...

Why, you think you'd be older if you got
on it and went the other way around.

Is that what you figured out
in your little mind, Jim nightshade?

You'd be two feet taller,
looking down at me...

And you'd ditch me.

Wait!

Mr. Cooger: That's the trouble,
those two boys. Should we...

Mr. Dark: Just make certain
they don't interfere in our work.

Oh, doom, damnation,
death and destruction.

Who tells you?
Tom fury tells you.

Tell me when, you old fool.
When is the lightning due?

I am Tom fury.

Did I take the name?
No, sir. The name took me...

I must know.
Lightning reveals our dark corners.

Rain washes away our dust.
Tell me when.

What color is lightning?
Where does the thunder go when it dies?

- Will: Mr. Crosetti.
- Jim: And Mr. Tetley!

What country does the rain come from?
Who knows? Tom fury knows.

If I show her to you, your bride...

You will tell me when the storm is coming.

Most beautiful.

More beautiful than pocahontas,
than Helen of Troy...

Mr. Dark: You will tell me
when the storm is coming.

When comes the storm?

Oh, Tom fury says the lightning
shall jump the world,

and make men hop and skip
like scalded cats.

You fool. Lightning shall
make you hop and make you tell!

Tom fury: Ohh...

Storm due... due...

- Tom fury has a secret!
- When?

Tom fury:
So has the lightning and the thunder.

Will: Stop. Stop it!

Mr. Dark: Those boys...

They've seen too much.

Hunt them down...

And bring them back to me.

It's that Jim nightshade. And take
your hat off. He's a bad influence.

- But, mom...
- Don't you "but, mom" me.

How dare you sneak out this late?

I want no excuses.
Now march, right upstairs.

Yes, go up, son.

You know, I never liked my father either,
a lot of the time.

- Was grandpa a good man?
- Everyone thought so.

- And he knew about evil?
- He talked a lot about it.

Really knew?

We had devils for breakfast,
lunch, and supper in our house.

I believe in devils.

But if you're a good person,
they can't hurt you, can they?

Am I... a good person?

I wouldn't count on your mother's answer
right now, but I think you are.

Yeah.

Drink your milk, then.

Maybe we'll talk tomorrow.

Dad?

Hm?

Be careful, dad.
Something's going on.

Something?

Just be careful, okay?

Okay.

Quick, will, quick!

Listen to that.

Quick, Jim, this way.

Look out!

So, when the mom

of endless light is waking

and shades of evil

from its splendors flee

amen

Hey, a parade!

No.

A search... for us.

We can't go home.
They'd follow us and kill our folks.

- Hello?
- Dad, they're after us.

- Look, son, you come home. And...
- I can't.

Will?

- Will: They're coffins.
- Jim: Yeah, kid size.

Man: Hi there!

Ma?

Woman: I love the parade.

- Hey, Charlie.
- Huh? Doc.

Charlie, look here. The bar is empty.

First time in 20 years,
there's nobody there.

- Ed must've just taken off.
- He wouldn't do that. That's not like ed.

Doc: Now, that's odd.

It sure is.
Hey, doc, have you seen will and ji...

Excuse me, gentlemen. I am a stranger
in this town. Perhaps you could help me.

My name is dark.
I'm looking for two young boys.

- Town's full of them.
- Yes. No doubt, sir. No doubt.

But these boys in particular,
they're two of a kind.

Much of a height. One towheaded,
the other black as pitch.

You could take them for blood brothers.

- What have they done?
- Done, sir? Why, nothing wrong, surely.

No, they're two lucky lads
who've won prizes at the carnival.

I merely wish to give them the valuable
rewards that they so richly deserve.

Can you help me?

Excuse me. See you, doc.

Charlie?

Dad.

- Lose something, sir?
- Uh...

Uh, folks around here all seem to be
taking a holiday, hm?

Must be the carnival.

These boys I'm looking for,
perhaps you know them?

Halloway: Hm...

Won prizes, I think you said.
Lucky fellers.

- Have a cigar?
- No.

Well, now, I wouldn't uh,

want a couple of kids
to miss out on their good fortune.

Let me see, that one.
Yes, I know him well.

- His name's, uh...
- Yes?

Uh, Milton blumquist.

And that... oh... that's Avery Johnson.

Yeah. Fine boys, fine.

Both of 'em quite a credit
to this little town,

if you want to know the truth.

I do want to know the truth, sir.

And the truth is that you are lying.

You see, I already have their names.

I got them from a blind girl,
used to be a teacher hereabouts.

A poor creature by the name of foley.

Will is the fair-haired,
and Jim, the dark.

Now tell me, old man, what's your name?

Halloway, sir.

- Charles William halloway.
- Oh, yes. The town's librarian.

Halloway: I have the honor, sir.

Mr. Dark:
And have had for many years, I believe.

All that time spent living
only through other men's lives.

Dreaming only other men's dreams.

- What a waste.
- Sometimes a man can learn more

from other men's dreams
than he can from his own.

Come visit me, sir, if you would
wish to improve your education.

I will. And I may improve yours.

Boys, what the hell's goin' on?

Come to the library tonight.

Jim: That's why they had the parade,
so they could find us and kill us.

Will: And so, we had to hide,
because, well... who'd believe us?

- Halloway: I believe you.
- Jim: You do? But we're not grownups.

That's why I believe you.
Now, listen to this.

Diary of my father, Charles Herbert
halloway, minister of this town:

"October, 1891.

"We have had no good fortune since
there arrived here the Autumn carnival.

"It seems strange to speak of such things
in these enlightened days.

"A poor, lame servant girl
went to the fortuneteller

"to inquire how she might run.

"Her leg mended...
And then she ran mad.

"It seems they destroy people
by granting their dearest wishes,

"as has been the way of the devil
since god created the world.

"Old folks of this town say they remember
such a carnival of evil

"visiting many autumns past,
in the days of their youth.

"The traveling people swore
they would return, some other Autumn.

"Each time their visit ended
with a most unusual storm."

- It's Mr. Dark.
- Go on, son. Hide, quick.

"By the pricking of my thumbs,
something wicked this way comes."

"Then rang the bells both loud and deep,
god is not dead, nor doth he sleep."

"The wrong will fail, the right, prevail,
with peace on earth, goodwill to men."

It's a thousand years to Christmas,
Mr. Halloway.

You're wrong. It's here in this library
tonight, and can't be spoiled.

Did will and Jim bring it with them
on the soles of their shoes?

Then we shall have to scrape them.

Will?

Jim?

Free rides on the merry-go-round.

How would you like to be
king of the carnival, Jim?

The ruler of the rides?

How would you like to be grown up, Jim?

How would that feel, huh?

Not to be looked down at.

Not to be told to run away and play.

To be trusted.

To be feared.

To know what grownups do behind
locked doors when children are asleep.

Come out to me, Jim.

I'm the father you've been waiting for...

My son.

I know who you are.

You are the Autumn people.

Where do you come from?
The dust.

Where do you go to? The grave.

Yes.

We are the hungry ones.

Your torments call us
like dogs in the night.

And we do feed, and feed well.

Halloway: You stuff yourselves
on other people's nightmares.

And butter our plain bread
with delicious pain.

So you do understand a little.

You are known in this town.
My father knew you.

Your father. The preacher?
That half-man?

- He lived on goodness.
- Tasteless fare.

Funerals, bad marriages,

lost loves, lonely beds.

That is our diet.

We suck that misery and find it sweet.

We search for more, always.

We can smell young boys
ulcerating to be men a thousand miles off.

And hear a middle-aged fool like you
groaning with midnight despairs

from halfway around the world.

Your books cannot hurt me, old man.

Yes, old.

Because your heart is old.

Listen to it.

You tell me where the boys are hiding,
and I can make you young again.

I could turn your years back for you to...

Let's say, 30?

Now speak, or you've missed it.

Going...

It's gone.

Thirty-one.

Thirty-two, 32?

Year of a man's prime,
loved by many women.

You might still learn to swim.
Thirty-two, going...

Gone. Thirty-three, 34.

Thirty-five, 35?

Oh, 35.

Time to father a family, build a fortune.

Thirty-five, a year when you could run
up the stairs without panting for breath.

Thirty-five.

Gone, 36...

Thirty-seven.

Where are they? Thirty-eight.

Hear your heart, hear my count.

Thirty-nine.

Now, 39, a fine year.

Still young, 39...

Gone. Oh, oh!

Forty, 40, and hear your old, old heart!

Dad, no. Don't listen!

And is that the voice
of green grass and sunshine?

Sweet Eden's child,
the innocent young will?

Forty-two.

Forty-th ree.

Forty-fou r.

Forty-five, 46,

forty-seven, 48, 49, 50, and 52.

Your loss!

- You fool.
- Damn you.

A taste of death?

So you'll know it
when it comes again, soon.

Jim? Will?

It's time to go.

Jim nightshade.

What a good...
What a proper name for a carnival.

Dark and nightshade's
pandemonium carnival.

That's your name, Jim.

Mr. Nightshade.

Will, then.

Will?

Your mother was at the carnival tonight.

She rode the carousel.

She went backwards and forwards...

Until she was quite, quite mad.

You should've heard
the one single sound she made.

Come out now.

Jim?

Jim, you're the clever one.

You tell me where your friend is hiding,

and I can guarantee you
a very special reward.

Now, where would you be filed, I wonder?

Under a for adventure...

Or b for boys?

J for Jim...

Or n for nightshade?

H for halloway...

Or h for hidden?

Well, here's a couple of fine new books.

I'll enjoy cutting this one's pages.

Mom!

Seems I made a little mistake.

It must've been your mother,
Jim, at the carnival.

Poor thing.

What a tragedy.

Still, you won't be needing her anymore.

Look. You have a fine, new mother now.

Time to quiet these two chatterers.

Time to still these two whisperers.

Lose their tongues
until I choose to find them again.

Woman: Quiet, you two chatterers.

Still, you two whisperers.

And give him a brief taste of death,

so that he may recognize it
when it comes again.

Woman: Old man,
hear your heart beating.

Slow, now.

Slower...

Woman: Slower...

Slower...

Slowest.

What times we're going to have,
Jim, you and I.

Dark and nightshade.

Nightshade and dark.

And will...
We'll ride him backwards, shall we?

Turn him into a little baby,

a plaything for our little friend here.

Harry, is that you?

Oh.

Oh, I'm sorry, Mr. Halloway.
I... I was expecting somebody else.

See, I have a message, I have a ticket...

- Whatever the messages...
- What are you doing?

They'll be lies.
Believe me and go home.

No. I have to wait here for Harry...

Go home, Mrs. Nightshade, for god's sake,

- go home!
- No!

The man coming for you
isn't your husband.

But... they told me...

Dad!

Mr. Dark's voice:
Not dead yet, Mr. Halloway?

Come looking in my mirrors
for another chance?

Shall I help you find it?

Would you know it if you saw it?

Here the mirror of dreams, of beauty.

Can crosetti tell you
of incredible loves he never lived?

Over here.

See the mirror of riches beyond wishing,
where Mr. Tetley's buried.

Halloway!

Look. Look here for the great and famous.

Ed, the barman hero
of all the football years.

All his cheering crowds gone.

Here, the looking glass
of pride and ruined vanity,

where wars of time are fought and lost.

And now this.

This is your glass of darkness,
Mr. Halloway.

Its name, regret.

Its sum, despair.

Mr. Dark's voice:
Drink deep its funeral sights and sounds.

Your failure as a father and as a man.

Your son hates you.

You've lost him. He's mine,
and young Jim nightshade, too.

Drown, halloway.

Drown in your regrets.

Dad!

Dad, please!

I love you.

I love you.

I love you!

Dad! Dad! Please!

I love you!

King of the carnival, my son.

Will: Jim!

My partner, forever.

Will: Jim!

Jim! Jim, no!

Don't ditch me!

Jim, please.

- Don't die.
- Stop that, do you hear? Stop it.

Tears, that's what they like!
My god, how they like tears!

Look, that's no way to save young Jim.

Jump around, eh?
Whoop and holler.

Go on, look at me, eh?
Look at me.

I'm the great whooping crane.

Whoop, whoop, whoop.

Come on, happiness makes 'em run.

Dad, look.

Hey, dad, he's alive! Jim!

Halloway: Let's get outta here.

And tie!

Jim: For my father,
being old was all right now.

He had freed himself from the shadows,
and liberated our town.

So, I think he knew
on that bright morning,

that he'd made a memory

that would live as long as sons tell sons
about fathers they love.