Original subtitles

- Mr. Cochran! - Mr. Cochran.

- Mr. Cochran, the whole town is buzzing in anticipation

of the opening night of your carnival.

What was your inspiration?

- My father had one dream--

that I would succeed where he could not.

See, my father had the worst luck.

Life dealt him a bum hand.

No matter how hard he tried,

things never seemed to go his way.

And when I was very young, he got sick,

and then he died,

poor and destitute.

He left behind only one possession.

A gold coin.

This one.

This one, here.

I came to this country with one goal--

to become the man my father knew I could be.

I wanted to grab the American dream with both hands

and never let it go.

And then I remembered a story my father told me

about his one good memory as a child--

the day the carnival came to town.

And I knew then what would lie ahead for me.

What I would dedicate all of my time

and talent and resources to.

I would dedicate it to bringing you the very show

that you will see this evening.

It is the end result of all of my labor.

The ma-- - Mr. Cochran.

What do you say about reports that you're behind schedule,

yet refusing to delay the opening?

That your rides may not be ready for paying customers?

- I would say that those reports are nonsense.

This carnival is my legacy,

and I would not jeopardize my good name

by putting people in danger.

- ♪ When I'm a human fly ♪

♪ I, I said F-L-Y ♪

♪ I say buzz, buzz, buzz ♪

♪ And it's just because ♪

♪ I'm a human fly ♪

♪ And I don't know why ♪

♪ I got 96 tears and 96 eyes ♪

♪ I got a garbage brain ♪

♪ It's driving me insane ♪

- Hey, are you okay?

You left class during first period

without telling anyone why.

- Has anyone heard from Gavin?

- No.

- Yeah, me neither.

But we don't really, like, talk.

Or text.

Our relationship is mostly non-verbal.

You know, I've never seen this place in the daytime before.

- Yes, you have.

- Uh, what?

- You were here two days ago.

- No, I wasn't.

- Looks super different, like, less--

- Spooky?

- How did you know I was gonna say that?

- Louise prefers it spooky.

- Rachel, are you reading our minds right now?

- No, I--

- Oh my God, Graham, psychic powers aren't real.

- I am thinking of a number between one and seven.

- Right? - No.

I don't have psychic powers.

But I do need to tell you guys something.

When Graham auditioned to join the group,

what was his story?

- Something about a vampire leprechaun?

- It wasn't a vampire leprechaun.

- You literally told a story

about a leprechaun who drinks blood.

- But that doesn't make it a vampire.

Mosquitoes drink blood. Are they vampires?

- What was Akiko's first story?

- A haunted pet shop, right?

- Cursed pet shop.

- And Louise? - Alien abduction.

- Which I still say doesn't count because it's sci-fi.

- It was really scary.

- It's still sci-fi.

- Have you seen "Fire in the Sky"?

It's an alien abduction movie.

I asked my mom if I was allowed to see it.

She said, "No, you're too young."

I watched it anyway.

You know what I realized that night?

I was way too young

because it was the scariest thing I've ever seen.

- What was my story?

- It was-- - Um...

- Um... - I--I don't know.

- I have no clue.

- So you're all saying,

I told a good enough story to join your ranks,

and none of you can remember what it was?

- How is that even--

- Possible? Good question.

- Bartholomew?

- I told you a story about a carnival

and an evil man named Mr. Tophat.

Then we all woke up the next day

to discover the carnival was real.

It came to this town.

And then Adam went missing.

And now Gavin's gone missing.

You've all sat around this campfire and told scary stories

for longer than I even know.

But right now, you're in the middle of a real one.

And we've reached the final act.

I know what you think.

You're gonna say you can't help me.

And then tomorrow or the day after,

you're gonna change your minds.

But I don't have time for that.

This can be a story with a happy ending...

But only if you decide right here and now to believe me.

Are you in or out?

- I guess this is the part of the story

where the hero gives a really impressive speech.

- So do you have a plan?

- We're gonna find your phone.

- How did you know my phone was--

- Gone?

Scary clowns took it at the carnival.

- I hate clowns.

- So we're gonna find your phone, and when we do,

we're gonna find Adam and Gavin too.

- The carnival goes from town to town.

We need to know what town it's in now.

- All right, my phone's in Idaho?

- Idaho? - The potato state.

What? I know state facts.

- Literally everyone knows Idaho is known for potatoes.

- Oh, yeah?

Well, I bet you didn't know

that Ernest Hemmingway wrote several of his books there.

And then when he died...

- Do we actually need Graham's help?

- Yes, we do.

- Boom.

- Does anyone else wanna know additional bit of Idaho trivia?

I'm from Idaho.

The Carnival of Doom is stopped in my old town.

Do Josie's photos and videos upload to the cloud?

- Yeah. Why?

- There's a video she shot last night that we need.

- All right, let me email her.

- Guys, here it is.

Guys, hurry.

- Yes.

Did not cost you money. - That's Adam.

- Wait, so this Tophat guy is-- is invisible?

- Magic evil powers.

- Right. Got it.

- We need an adult to drive us to Idaho tomorrow--

someone our parents would trust.

Someone with a sense of authority?

- Hideo?

My brother will never help us in a thousand years.

Scratch that-- in a million years.

In a trillion years!

- I might help you.

- He said "might."

- Well, your friend gave a very convincing speech,

but if I'm gonna drive the four of you

all the way to a circus in Idaho--

- Carnival.

- To a carnival in Idaho,

I'm gonna need more than a speech.

What's this supposed to-- - Did not cost you money.

- That's-- - Adam.

- And it may cost... - I'm driving you to Idaho.

- Wait, you're gonna help us?

- Of course. - Why?

- As I said, your friend is very convincing.

- Teach me your ways.

- ♪ I've made mistakes ♪

- I don't get it.

You claim to be a rebel

and then you turn around and say that horror has rules.

- It does. Otherwise, it's anarchy.

You think that aliens are scary and that makes it horror.

- You're right. Aliens are scary.

No one's denying that.

But being scary isn't enough.

- Yes, it is. That's literally all it is.

If it's scary, then it's horror--bottom line.

- I lost my phone. Was that scary?

Yes. Does that make it horror?

Absolutely not.

- Actually, Rachel said

you got your phone taken away by scary clowns.

That's horror.

- Fair point.

- Do I have to sit in the middle?

Yes.

- ♪ And then my eyes got used to the darkness ♪

♪ And everyone I knew ♪

♪ Was lost and so long forgotten ♪

- Rachel! Rachel!

- What? - Can I borrow your phone?

I need to get a picture of this.

- Buh, buh, buh, buh, buh...

- Oh, my gosh. This is so cute.

- Get a picture of what?

Oh, my God!

- Can you wait? We're almost there.

- We have 50 miles to go.

- Yeah, you shouldn't hold it.

It's really bad for your bladder.

It--it could explode.

- Not sure your science checks out, Graham.

- Well, if you wanna Google it, then fine by me.

In the meantime, I'll be using the commode.

Hideo...

- Hello?

Hideo...

Hideo...

Akiko! Akiko!

- It's been 14 minutes.

- He had to go really bad.

- No one has to go that bad.

- He should eat more fiber.

- Graham, you should go check on him.

- Me? Why me?

Akiko should go. Hideo's her brother.

- I am not going into a weird,

men's rest stop bathroom, Graham.

- Okay, did Mr. Tophat make you all forget

about my serious germophobia?

- Okay, fine, whatever. I'll go.

Hideo?

Random dudes?

- Help me, Akiko, please.

Please, please, please.

- No.

- We'll find Hideo.

- You did this. - Me?

- Hey, hey. Rachel is trying to help.

- Adam's gone, Gavin's gone, and now my brother's gone.

- But I never wanted to put any one of you in danger.

- All I know is our lives were perfectly normal

before you showed up.

Maybe inviting you to join the group was a mistake.

- Not again. - Again?

- You were gonna have a vote. - About what?

- About keeping me in The Midnight Society.

- That's a good idea. - Hey!

I get it, tensions are high,

but I think we all just need to take a breather.

- I've never seen her so upset.

- We'll find Hideo.

- But we have to keep going.

If only one of us could drive.

- Well, one of us has a learner's permit.

- No way! - Graham!

- I don't even like driving regular cars.

You know that. And you expect me--

you expect me to drive a cop car.

Are you insane?

There's no way I'm getting behind the wheel of that thing.

- You can't use your germophobia

to get out of this one, Graham.

Mr. Tophat took my brother.

So are you my friend or what?

- Friends.

Obviously.

- Are you gonna throw up? - No.

- You look like you're gonna throw up.

- Stop telling me that! - You're driving way too slow.

- Rachel, I am in a cop car.

I can drive as slow or fast as I want.

- It looks conspicuous.

Are we almost there?

- You've only driven two miles. - I hate this so much.

- Ugh, this is gonna take longer than I thought.

- Guys.

Come on, let's go.

- This is really scary, guys.

- This feels like "Ocean's Eleven."

- I agree.

- We have the element of surprise.

No one knows we're here. - Let's go.

- You must be Rachel.

- Who are you?

That's Bartholomew--

tall, bald, beard, missing one arm.

I recognize him from your drawings.

- I'm not here to hurt you.

- You're not?

- I'm here to help you.

Mr. Tophat must be destroyed.

- Why should we trust you?

- I have a story to tell.

A story about a man named Marcus Cochran.

A man with big dreams that turned into nightmares--

- Okay, look, we love stories, but is there any possible way

you could give us the abbreviated version?

I've got a brother and some friends to save.

- This story will explain how you can save them.

- Oh. Okay, um, cool.

Then proceed.

- Marcus Cochran came to America

with a dream of building a carnival

like no one else had ever seen.

- This carnival is my legacy.

And I would not jeopardize my good name

by putting people in danger.

- Then opening night came.

Marcus was behind schedule.

He hadn't had the time to test all the rides for safety.

- The merry-go-round collapsed.

A mother, father, and four of their five children

perished in the accident.

Only their youngest daughter survived.

If only he hadn't been in such a rush.

If only he had taken the time

to do everything right.

All the money, blood,

and sweat he had poured

into his precious carnival

had gone down the drain.

- Marcus Cochran?

- You got the wrong guy, mister.

- I never get the wrong man.

What if I said I could get your precious carnival back,

and it would be bigger than ever?

- Let me guess.

Marcus Cochran sold his soul to the devil?

- How did you know that?

- This is our area of expertise, dude.

- Fine.

- You'll travel from town to town,

and when you leave, no one will remember

that you were even there.

Their memories will be wiped clean.

Your fears will give you vitality.

You will live forever

without gaining a wrinkle.

- Well, that sounds too good to be true.

What's the catch?

- One day, a child will appear

that will be impervious to your powers.

That child will remember.

That child could be your undoing.

- Well, that's a killer twist.

- What?

- You're that child.

- I am not.

I'm--I mean, how could I be?

- Rachel, you remembered.

You're impervious to his powers.

Therefore, you're the one who can stop him.

- Why me?

- It's a prophecy.

So your destiny is to kill Mr. Tophat.

So we have to win, right?

Right?

- She is the only one who could defeat him.

But nothing is set in stone.

Mr. Tophat will not go down without a fight.

One of you will perish tonight.

Let's hope it's him

and not you.

- How do we stop him?

- The hat is the source of power.

Get it and destroy it.

- Then he'll lose his powers?

- Then he'll lose everything--

his carnival, his mindless slaves,

even his good looks.

- How do we destroy it? - Burn it.

The only way to destroy a magical talisman is with fire.

I thought this was your area of expertise?

- Oh, I--I knew that part.

- Before the show, he will keep the hat in his inner chamber.

Use this to unlock the door

once your reach your destination.

- This golden coin unlocks a hidden room

here at the carnival,

a room that contains all the secrets of this carnival.

- I picked his pocket.

- Mr. Tophat knows what I look like.

He probably knows what you three look like.

How are we gonna walk around the carnival

without being noticed?

- Rachel, you were wondering

when you were gonna get your own scary mask.

Submitted for the approval of The Midnight Society.

- Let's do this.

- I have a map.

- Let's say we wanted to turn some stuff off.

- Rides, specifically. - Hmm.

You would have to go through the main entrance here,

past the Tilt-A-Whirl,

left--not right-- at the corndog stand,

then you would find the control room here.

Rachel, you have to go right--

not left-- at the corndog stand.

Beware of clown security.

The small one is blind, the tall one is deaf,

but together, they are very formidable.

Remember, his hat is in the inner chamber of his trailer.

- I've always wanted to do a heist.

- Yeah, let's do some crimes. - Can we focus?

- Next. Come in, come on, come on.

Nice masks. - Thank you.

I designed them myself-- - Come on!

- The trick is to-- I'll tell you later.

- Step right up and try your luck.

Three tries.

- Come on.

Commence with the distraction.

- Let the distraction commence.

- Shh.

- You know, I don't mind hanging out with you

while I'm wearing a mask.

- You can't tell right now

because you can't see my face,

but I have the expression of a guy

whose feelings are really hurt.

- Shh, look.

- Rachel must be in position by now.

- Which switches do we hit?

- All of them.

- What the--

- What's happening?

- That scared me.

- Everyone, calm down. Wait.

- I just want you to know.

I always thought you were really cool.

- Didn't know that was up for debate.

- No, I mean...

Even when they used to call you "Loser-ese."

What?

- You can't see my expression,

but I'm very touched.

- Someone's messing with our electrical system.

Everyone report to the control room.

- Let's go.

Where's the hat?

- Hey!

One of you should call my phone.

Maybe it's in here. - Good idea.

- Do you hear it? Where is it?

Where is it?

Hideo?

- Hello, Akiko.

You lookin' for this?

- Hideo. No.

- You came all this way to see me.

I'm flattered.

- Gavin?

- Hello, Rachel.

You can't stop him.

There's a reason you never had friends, Rachel.

- This isn't you.

You're under his spell.

- We shoulda never let you into The Midnight Society.

This will all be over soon.

- What will?

- Ladies and gentlemen...

May I present the star of tonight's show,

Rachel.

For as long as I can remember, this has been a two-man show.

But tonight, it will become a trifecta.

For you see, ladies and... - What is this?

- Isn't it obvious?

This is a trap.

Now, wave. Wave!

- 'Tis no mere volunteer.

See, Bartholomew and I have been friends

and business partners since the beginning.

And now...

- See, I knew one day a child would come

that would be impervious to my powers--

the child that would remember.

Now, the first time you came to the carnival...

You were just like any other kid.

And just like any other kid,

you forgot the entire experience.

Oh.

But then, something wonderful happened.

Some part of your subconscious

held on to a vision of me.

- I could feel your fear.

It was unique.

It was different than anyone else.

We were connected.

And I suspected that you might be the one

to come here and challenge me,

but I couldn't know for sure,

couldn't know until I saw you again

outside of your dreams.

When you came to the carnival a second time...

Hello, Rachel.

Welcome to the show.

Then I knew it was you.

So I took your friend.

I just took him.

And I built this tent and this carnival here,

right in your own backyard.

'Cause I knew you'd come looking for Gavin,

which means that tonight is the night that your story ends.

- No.

- It's exciting!

Oh, and one more thing.

This hat.

It, uh,

does make me look great,

but it has no power.

The power is in the cane.

And showtime!

- I hope you are ready for the main event.

- We all love magic.

Every man, woman, and child

adores an illusion.

We like being tricked.

A new treasure being fooled.

And tonight, you're going to witness

a classic.

We are going to put a girl in this box,

and then I'm going to saw

that girl

in half

with a chainsaw!

- That girl,

to be precise.

- Now, if you think this is too cruel,

if it all seems like too much to bear...

Just remember, it's all...

all: Part of the--

- Show.

- What's going on?

- It's a long story. I'll explain later. Let's go!

- Wait, why do you have Tophat's cane?

- After them!

- What are you waiting for?

- We should hide. - Follow me.

This way.

In here.

- Okay, uh, the last thing I remember

was giving you the knife, going home, and then--

- Tophat took you. We rescued you.

We're in Idaho. Graham drove--terribly.

- We're in Idaho?

- Okay, so, if we destroy the cane, we destroy Mr. Tophat.

- Yes.

- Well, how are we gonna do that?

- The only way to destroy a magical talisman is with fire.

So you didn't know that?

That's like common knowledge, dude, keep up.

- They went in here.

- Come on! - Go!

- It's getting deeper.

- Watch out for the skeletons.

- This way.

- Hey, guys, do you hear that?

- Go.

- Guys? I can't see anything.

- Me neither.

- Louise?

Marco?

- Polo?

- Marco.

- Polo.

- Guys? - Where have you been?

- I don't know. I got lost.

Where are Louise and Akiko?

- Louise?

- Akiko?

- Gavin?

- Graham!

Graham?

Graham?

- You have a choice, Rachel.

You have my cane,

but I have your friends.

Bring me the cane, and I will let them live.

You have three minutes.

Meet me where we first met.

- Let me go!

- Let my friends go!

- The girl who remembers.

Well, you know,

if I'm being frank, I have to admit

for as long as I can remember, I've been afraid of you.

It didn't occur to me till just now.

You're not my enemy.

We travel from town to town,

and I pour

my heart out on the stage...

And no one even knows that I exist.

Until you.

- You remember I exist.

We're not so different, you and I, Rachel.

We both feel alone.

We both wanna be noticed.

We both wanna be known.

So, how about a truce, huh?

Yeah?

You give me the cane,

and I let your friends go.

You go your way,

and we go ours.

And all you have to do is make sure

that everyone remembers me and what I've done.

- What can this cane do?

- What can't it do?

With it, I can do anything.

I can control anyone.

- Except me.

- Technically. - Interesting.

You took my friends.

- Yeah? - You hurt people!

- So what?

- I'm not interested in a truce.

- No!

Ugh.

Get me that cane!

- No!

- Stop!

Ugh!

- I'm not like you.

I'm not alone.

- No.

- No!

- Why are you smiling?

- Because this is something you'll never forget.

- We did it.

We did it.

- Hey, I'm very confused.

- That makes sense.

Rachel, I cannot believe you just burned that cane.

You could have had anything you ever wanted--

fame and glory, a private island,

a decent-sized trampoline, a velociraptor,

and reusable chopsticks-- those things are awesome--

a lifetime supply of parmesan cheese,

and a jet pack.

- I already have everything I've ever wanted.

Come on, let's go home.

- Someone stole my hand sanitizer.

- You have ten more in your locker.

Okay, but that was my only spare.

- Hey, what's going on here?

- I'm sorry, you're just gonna have to wait

until the director calls cut.

- Director? These are my students.

- No, sir, they're professionals.

- Cut. Moving on.

You keep this up, and I'll bump you up

from associate producer to co-producer.

- I have no idea what any of that means.

- It means I really appreciate your help.

- I'm not doing this for the credit.

What are big brothers for?

Okay, I've gotta go. Thank you.

More Rick Baker.

- I wrote this for Akiko's movie.

What do you think?

- Honestly...

It rules.

- Now wait until you hear the remix.

- Looking good, Teen Wolf.

- I better be looking good.

Sat in the makeup chair for two hours.

- Here, check this out.

- Seems far-fetched.

- Yeah, who would believe it?

- Hey, you got any plans later tonight?

- I've got something at midnight,

but can't talk about it.

- Hmm, secretive. Sounds interesting.

- It is.

- Do you guys remember you were gonna kick me out of the group?

- We were gonna kick you out?

- I'm not sure. It was kinda left open-ended.

But you were gonna have a vote.

- Huh, really?

I wonder how that would've turned out.

- Guess we'll never know.

- What? - It's time for the vote.

- Vote?

- To see if you get to stay in the group.

- Who's in favor of Rachel staying

in The Midnight Society?

- Guys. - We so got you.

- Seriously. Why would we kick you out?

You're the best thing to ever happen to this group.

- Accurate, but can we never ever do that ever again?

Very anti-adventure.

- You handled yourself well, Graham.

- Thanks.

- Something about our little adventure stuck out to me.

Why Rachel?

Why was she the one destined to stop Mr. Tophat?

Akiko and I have been doing some research.

The tragedy of Marcus Cochran's carnival

turned one little girl into an orphan.

Her name was Alice Hooper.

- She was Rachel's great-great-grandmother.

- Wait, so this girl became an orphan because of Mr. Tophat,

and then her descendant was the one who ended up defeating him?

- Pretty much. - That's an awesome twist.

- Well, this sucks. - Why does it suck?

- How's my story supposed to live up to that?

- No pressure, Gavin,

I was kinda wondering if you'd be any good at this.

- Oh, well, this is me at my best.

Just you wait.

Submitted for the approval of The Midnight Society,

I call this story...

"The Return of the Ghastly Grinner."

- Did you guys hear that? - Nah, what?

- Where is it coming from?

- I'm not ready for another adventure yet.

- Guys, over there.

- Can you guys see it?

- Jefferson.

Jefferson!

What are you guys doing out here?

- Uh...

Somebody say something.

Gavin?

So, Adam...

Do you like scary stories?

- ♪ New school, new life, new locker ♪

♪ With notes that make you wonder ♪

♪ What kinds of stories ♪

♪ Likes The Midnight Society ♪

♪ She told the tales of Mr. Tophat ♪

♪ A man that's friends to no one ♪

♪ It's all part of the show ♪