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Dear Lewis:

Enclosed, please find
one bus ticket

and two silver dollars
for your trip to Michigan.

I'm really sorry about the loss
of your parents.

Your mom was my sister,
so that makes you family.

And I'll do my best to make you
feel right at home.

As Einstein said,
life is like a bicycle.

To stay balanced,
you got to keep moving forward.

And so will we.

I look forward to meeting you.

Your Uncle Jonathan.

P.S. Sorry for the stain
on the letter.

That's chocolate.

Mom, Dad, are you there?

Am I gonna be okay?

"Cannot say."

Gonna buy Charlie
a bike for his birthday.

Oh, he's gonna love it.

Emma Jean, bus is here.

Last stop: New Zebedee.

Oh, come on.

Don't kill yourself before
I've had a chance to meet you.

Lewis?

I'm your Uncle Jonathan.

Are you wearing a robe?

It's a kimono.

Oh.

Here, let me help you
with that.

Oh! Good Lord, what do you got
in this thing, encyclopedias?

Dictionaries.

Oh, you're serious.

I like new words.

I think they're very
pulchritudinous.

Well, welcome to New Zebedee.

Or should I say "salutations"?

You can look that one up.

I know what
"salutations" means.

Oh. Smart kid.

Uh, do you think
that we're gonna be home soon?

'Cause the Captain Midnight
show's almost on.

Uh, you don't have to worry
about that. I don't have a TV.

But I do have a big poker game
tonight, if you want to join.

Do you play?

Uh, no. I'm ten.

Duly noted.

Ah. Here we are.

Excuse me.

The Muggins Simoon.

Temperamental door handle.

Hop in.

Here we go.

Watch your tootsies.

All right, here we are.

You can get out here.

Here we go.

Home, sweet home.

Do you like...

- Halloween?
- Hmm?

Oh, no, I keep those up
year round.

Mr. Barnavelt!

Come on, darling.

Yes. Good puppy.

Mr. Barnavelt!

Ah, Mrs. Hanchett.

Marmalade.

Is that a robe?

It's a kimono.

You've been playing
your saxophone again.

Madame, not everyone
can appreciate the intricacies

of a free-form jazz odyssey.

I don't care what you play.

You're playing at 3:00
in the morning,

so I'm begging you...
Who is this?

Oh, this is Lewis, my nephew.

He'll be living with me.

You're responsible

for keeping
a human child alive?

That's right.

Good evening.

This way, Lewis.

I'll try to keep it down

around 3:00 a.m., but, uh...

them's my best jammin' hours.

And here we are.

Wow. You've...

That's a lot of clocks.

Well, what constitutes "a lot"

is really a matter
of personal taste.

For me, it's a perfect amount
of clocks.

Oh, sorry.

There's a deranged cuckoo
in there.

Your ratchet wheel's shot,

and the click spring's
not far behind.

Hello. You're Lewis, I presume.

How was your trip?

This old hag
is my next-door neighbor,

Mrs. Florence Zimmerman.

I am relieved to see
you didn't inherit your uncle's

- freakishly oversized head.
- Huh.

Says the woman who literally
looks like a Q-tip.

Oh, look,
the giant head is angry.

My God, did that withered

purple skeleton just speak?

It's nice to meet you.

- Lewis, are you hungry?
- Yes, please.

Florence, I'm gonna
show Lewis to his room.

For once in your life,
could you

make yourself useful
and whip up a batch

of those chocolate chip
cookies?

And how would you
like them, sir?

Stuffed down your throat
one by one

or crumbled up
and shoved into your pants?

Ignore her, Lewis. She thinks
she's smarter than me

because she's got more
college degrees.

No, I think I'm smarter
than you

because I'm smarter than you.

Shh!

But, Uncle Jonathan?

- Hmm?
- Don't I have to have dinner

before I'm allowed
to have cookies?

Well, why not just
eat cookies for dinner?

They're far more delicious.

I know. It's just,
we had these house rules.

Well, not in this house.

There's no bedtime,
bath time or mealtime.

You can eat cookies till you
throw up, for all I care.

You'll see... things are...

quite different here.

- All mine?
- All yours.

Although, why this is yours,
I have no idea.

You know it's about
the complete opposite

of real magic.

Well, it's the last thing
my parents gave to me

before the...

...the car crash.

I'm... sorry.

Uh, here.

Yeah, take that back.

Um, I have a tissue...

around here somewhere.

Ah.

Here you go. No, hold on.

Sorry. I didn't mean to, uh...

I didn't realize the ball
was of emotional significance.

Almost there.

Feel free to grab
any color tissue.

They're all the same.

Hey, gorilla groin.

Are we playing poker,
or am I playing solitaire?

Hold your horses,
you scarecrow.

Right?

Calling that a poker face
is an insult to faces.

Sore loser, frumpy.

Well, beat that.

Ugh.

- He wins... again.
- You're hustling me.

You've played before.

I haven't.

I swear.

Beginner's luck, I guess?

Well, I'm gonna drown
my sorrows in some hot cocoa.

- You want some?
- Yes, please.

- Florence?
- Delighted.

- Get your own.
- Choke and die.

So, how long have you lived
next door to Uncle Jonathan?

Oh, we've been friends forever,
ever since I came here.

Ran here, actually.

From Paris.

After the war.

And no, to answer that look
you're giving me,

your uncle and I
aren't anything kissy-faced.

- Gross!
- Ugh.

The word's "platonic."

That's right.

Look, your uncle
drives me nuts.

And he doesn't always smell
so terrific,

but he's gotten me out
of more tough scrapes

than I care to mention.

You know, I've found
that all one really needs

in this world
is one good friend.

Oh, but I'm sure
you've got lots.

Yeah.

Tons.

All my friends are...
really great.

Hmm.

Good night, Mom.
Good night, Dad.

I really miss you guys.

Love you.

Uh, Uncle Jonathan?

You've got to go
into the wall.

I am going in the wall.

You did not go into the wall
yesterday.

- I saw you. You did not go into...
- Hello?

Lewis, didn't see you there.

Big day. First day of school.

- How'd you sleep?
- Uh... fine.

How did you sleep?

Peachy. Like a baby.

Like a big, peachy baby.

Okay, off you go.
Knock 'em dead.

I played it perfect.

He suspects nothing.

43rd New
Zebedee Blue Ribbon Bake-Off...

Hold the door!

Clark, let's make a decision.

Herman.

Good hustle, Herman.

Thanks, Coach.

Woody.

We're even teams now.

Let's play ball.

Maybe next time, ankle biter.

Coach.

Come on, just pick him.

- No. No.
- Just pick him.

Come on.

Fine. All right.

You're with us.

You can play, right?

S-Sure.

I'm open! I'm...

Goggles, get up!
Come on, guys!

Down the court, down the court!

You all right?

- You good?
- Open your space up.

Come on, guys.
Open the space.

All right, get it.
Let's go, go, go!

Pass the ball!

- Goggles, what's going on?
- Come on!

Come on, let's go!

Defense, look alive!
Come on, look alive, guys!

- Shoot it!
- Goggles, make the shot!

- Come on! Make a shot!
- Oh!

Make a...
Not at me. The basket.

- Pass the ball!
- You gotta pass the ball, Goggles!

Goggles! Goggles, I'm open!

I'm sorry.

Guard your guys.
Guard your guys. Let's go.

- I'm open!
- Shoot!

- Shoot!
- Shoot!

- Nice shot, speedy.
- Thanks, Coach.

Attention, students.

Hi!

There he is... star forward
for the Minneapolis Lakers.

- How you doing, buddy?
- I'm good.

A vote for Tarby Corrigan
is a vote for pop

- in the drinking fountains.
- Thank you.

Hey. A vote for Tarby Corrigan
is a vote for pop

- in the drinking fountains.
- Please.

How is he gonna carbonate
the drinking fountains?

Whoa.

Don't just stand there.

- Can you pitch?
- Uh...

no, not very well.

I'll take what I can get.

Come toss me one.

Come on.

What are you doing here?

Where are all your friends?

Football practice.

Can't play.
Can't do anything.

My butt is just
warming the bench.

So, you're new in town.

- Where do you live?
- Kind of this big,

old place on the end
of High Street.

Wait.

You... you live
in the slaughterhouse?

I'm sorry.

The what?

Some old guy died there.

Now it's haunted.

Well, everyone says so.

Have you seen anything creepy?

No.

Well, last night,
I thought I heard something,

but it wasn't anything;
it was just my uncle.

What was he doing?

I don't know.
Just sort of wandering around.

I think he was looking
for something.

Maybe he was looking for an ax.

It's his house.

Why wouldn't he know
where his own ax is?

Maybe he hid it from the police
after the last murder.

Look, I'm just trying
to help us both out.

You can't vote for me
if you don't have arms.

Come on.

Lewis.

Lewis.

Lewis.

Sweetheart.

Hey, kiddo.

I missed you so much.

I miss you, too, Mom.
A lot.

Your dad and I,
we'd give anything

to be with you again.

You know that, right?

So...

how are you making out?

How do you like Uncle Jonathan?

He seems nice.

Just...

What?

Hey.

It's okay. You can tell me.

This house is scary.
And-and old and scary.

And there's all these clocks,
and I see weird stuff

out of the corner of my eye,
and...

I feel like...
I almost feel like

that Uncle Jonathan's
hiding something.

That's because he is...

hiding something.

From you.

I'm sorry, sweetheart,

but you're in danger.

Danger? Wh...

What danger? What do you mean?

You're gonna have to be brave.

But I... But, Mom, this is me.

I'm not brave.

First, you get the book.

Then you get the key.

Book.

K-Key...
What are you talking about?

Do you hear the ticking?

Brave.

Brave. Brave.

Come out, come out,

wherever you are.

You can't hide forever.

Help!

Help! Let me out!

Help, please!

Help me! Let me out!

It's me.

Down, boy!

I said down.

Go. Go on, go to your room.

Go on, get.

I'm sorry you had to see that.

No. No.

No, houses don't attack you.

And if they do attack,
you're definitely not

supposed to say,
"Sorry you had to see that."

Is this place haunted?

- Are you gonna ax-murder me?
- What? No.

You're gonna ax-murder me,
aren't you?

I'm not gonna ax-murder you.

Then what is going on?

Well, one thing's for sure.

The house likes you.

Houses don't like anything.
They're houses.

Do you know what
a warlock is, Lewis?

It's...

a boy witch.

Well...

I think they're a little more
than boy witches.

"Warlock.

"Noun.

A man who practices magic."

A boy witch.

Are you saying that...
you're a warlock?

Would it scare you if I was?

Well, are you a good warlock
or a bad one?

Ah. Depends on what
you mean by "bad."

I'm nice, but...
I'm not that good.

I'm just a parlor magician,
really, but, uh,

Mrs. Zimmerman, now,
she's nice and good.

Damn good.

Got a Doctor Magicorum degree

from the University
of Göttingen.

Why are you always
wandering around at night?

What is that ticking
in the walls?

You've heard that?

This house used to be owned
by another warlock,

Isaac Izard,
and his wife Selena.

He, uh...

passed away

and left a magic clock
in the walls.

Why?

Because he's a terrible...

Joker.

He's a practical joker.

Put a clock in the walls
to drive me nuts.

I try to drown it out
with all those other clocks,

but it doesn't really work,

so at night, I...

go around the house and...

search for the damn thing.

With an ax?

Sometimes I get over-enthused.
I'll admit that.

Do you have to be born
a boy wi...

a warlock?

No. Anyone can learn.

If they study,
practice hard enough.

- Can I learn?
- No.

- But you just said "anyone."
- Grown-up anyone.

There's charts and hieroglyphs

and stuff that would stump
a Harvard professor,

- and I don't have time to teach a...
- Please.

Please, please teach me.
Please, please,

please, please, please.

Okay! Have it your way.

Oh.

Let me know
when you've read all those.

Just for a start.

- Jack-o-lanterns.
- They scare away evil.

And iron does, too.

Well, it repels evil,
like bug spray.

And that is why we have
iron horseshoes,

and that's why cemetery gates
are made of iron.

Mm-hmm, mm-hmm, mm-hmm.

And how does one become
a full-fledged warlock?

You have to defeat
an evil spirit

by using your own magic.

That is absolutely right.

What smells of rancid sulfur?

Bad kitty!

Am I gonna have to defeat
an evil spirit one day?

Oh, don't worry.
Not for a long, long time.

You're perfectly safe.

That's safe?

As long as it's fed.

It used to be Florence's
pet garter snake,

William Snakespeare.

She tried to turn it purple.

The spell backfired.

Between you and me,

most of her spells
backfire these days.

- Why?
- Ah, you'll have to

ask her that one yourself.

What's all that?

Charms, hexes, wards, spells.

Evil can't come within 20 feet
of that cabinet,

much less open it.

What's in it?

You know how I said
there were no rules?

Actually, there's one rule.

Don't open that cabinet. Ever.

Or I'll toss you out
on your ear.

You understand?

This is pretty much
the only thing

I'm serious about,
so I need to hear you say it.

I understand.

JONATHAN and FLORENCE
Isaac!

Isaac!

- Isaac, don't do this!
- Stop!

Please! Isaac, don't do it!

Isaac!

Isaac, please!

Isaac.

The beginning...

and the end.

The alpha

and the omega.

Do you hear the ticking?

Well, I have scoured
the crawl space.

I found a dead mouse, but...

no clock.

You think reading that
for the millionth time

will turn up something new?

No, not really.

So...

you've told Lewis everything?

Well, not everything.

I think you should.

Isaac may be dead,
but he is still dangerous.

- If Lewis knew the truth...
- Well, we don't know the truth.

We don't know
where the clock is

or what it does,
except something horrible.

No, we gotta do
the responsible thing:

lie to the kid.

Hey, Lewis.

Hmm?

Why do you wear those goggles?

Captain Midnight wears a pair
just like these.

You ever seen his show?

He's indomitable.

He's what?

"Indomitable.

Adjective.
Impossible to defeat."

That's what they call him.

The Indomitable
Captain Midnight.

I just think it might be
easier for you if you...

lost the goggles.

Acted a little more...

you know, normal.

Oh.

You think?

I'm just telling you
as a friend.

Right.

Friends. We're friends.

Lewis!

Lewis!

Can't you see me?

Over here! Right here!

Lewis!

It's your Uncle Johnny!

I should go.

Probably.

Come on! Let's go!

Get in. Where's your goggles?

What are you doing here?

Oh, we gotta get some supplies.

Got a harvest moon tonight.

- It's perfect.
- Perfect for what?

For your first big-time,
serious spell.

Should I punch it?

You won't believe
what this thing can do.

Can we just go, please?

Well, doggone, that moon

will be gone next week
with the lunar eclipse coming.

Till then, let's keep on rocking.

"From Saturn to the sun,

"from the base to noble one,

"like the alchemist of old,

turn this dross lead
into gold!"

Wow.

That was really,

really...

...terrible.

I mean, just awful.

Hey.

You're reading it
like it's a Buick manual.

It's not what you say, Lewis.

It's how you say it.

You're the only you
in the whole universe.

That makes your style of magic

just crazy unique.

One in a hundred million
kajillion.

So I can give you
the right books,

teach you the right spells,
but that last one percent...

that's up to you.

So...

how do I find my magic style
or whatever it is?

It's in there somewhere.

You just have to quiet down
and listen.

Now it looks
like you're pooping.

Well, I don't know!

This all feels weird.

What's wrong with weird?

Weird's like the nuts
in my cookies.

It's the nuts
that make things interesting.

Let me show you
what a little weird can do.

Be a dear.

Fetch a knife
and stab me in the ears.

Well, for a boy
who loves words,

you're sure at a loss for them.

Uncle Jonathan?

You're way more than just
a parlor magician.

Have a look around.

Finally.

A smile.

I was starting to think
you were incapable.

Bad kitty!

You use the litter box!

All right.
I'm going to bed.

You're welcome to stay up
as long as you like, of course.

Uncle Jonathan?

- Hmm?
- Tonight,

that was the most splendor...

s-splendortas...

splendorific...

I don't know the word yet,
but thank you.

I just wish that I met you
a long time ago.

Yeah. Me, too.

Good night.

Why didn't I?

How come you left home?

Well...

truth is, my father...
your grandpa...

didn't like magic.

And he sure didn't like me
messing around with it.

We fought about it,
and we fought some more

until finally I just...

took off.

I was the black swan
of the family.

It's "black sheep."

Mmm... pretty sure it's "swan."

Is that why you didn't go
to Mom and Dad's funeral?

I don't really think
she would have wanted me there.

I don't know.

She missed you.

She talked about you
all the time.

Uh, good night.

Uncle Jonathan?

I think...

I think that I might be
a black swan, too.

Well, then I guess
we're a flock of swans.

A bevy.

It's called "a bevy of swans."

Right.

Whoa!

Guys! Guys! I'm floating.

- Oh, uh, uh...
- I don't know.

Levitaius dominungus!

- Uh, um... No, just...
- Put me... Chair!

- No, I...
- Chair! Guys!

Uh, uh...

- No, no, that's not right.
- Fiddlesticks.

Just get the...

Um, just one... just...

Seriously, are you almost done?

Please hurry up!

Water to the face
at a very high-speed pace.

Shut up. Shut up.
Stop laughing.

It's not funny.

You can control the energy

if you focus and channel it.

- Won't it kill me?
- Not if you focus.

Then you are the conductor.
Watch.

Show me what you got.

Oh! Chair!

Sorry, chair!

Ooh.

Not bad.

Oh.

Three gongs, Florence.

Last time, it was four;
now it's three.

What happens
when it gets down to one?

We'll hide in the basement,
like sensible people.

Okay, this is no time
for jokes.

Things have changed.

I know.

Lewis.

What happens if he's here
when it goes off?

He won't be, because we
are going to find it.

We just have to hold it
together.

Okay.

Sorry.

Let me get some butter.

Plaid button-down, please.

And will the Indomitable

Captain Midnight

defeat the dastardly
Comrade Ivan?

Maybe later, okay?

Come on, I'm gonna be late!

- See ya.
- Toodles.

I'm getting out of here.

No, stop!
Stop! You ain't going anywhere.

I foolishly walked into a trap.

Why, you double-crossing hound.

Stay.

I'll have your life for this!

Yes!

Chair!

And the winner of the

fourth grade
class president election is...

- Tarby Corrigan!
- Yeah!

Thank you.

Tarby. Excuse me.

Tarby. Congratulations, Tarby.

- Thanks, Lewis.
- If you want,

I can bring some cookies
tomorrow to celebrate.

Yeah, Tarby.
Go have a cookie picnic

here with the little runt.

Woody.

Just...

I'll catch up later.

Hey, you got your cast off.

Do you want to go hit
some balls?

Sorry.

The boys and me...

we're gonna explore
Wilder Creek.

Maybe another time.

I've got something
way better than that.

Oh, yeah?

My house.

Everyone's wrong, you know.

It's not haunted.

It's magic.

Magic?

Magic's not real.

It is real.

My uncle...

he's a warlock.

That's a boy witch. And...

I could teach you spells
to throw a curveball

or-or hit a home run

or throw a touchdown
every single time.

Cross my heart.

You can see for yourself.

So, where is it already,
you evil old coot?

The arm.

Blasted pigeons.

Got you.

I'll find you
that curveball spell.

Just give me a sec.

Whoa. What's in there?

Oh, I...

We're not allowed to open it.

Oh, yeah? Why not?

I don't know,
but it's my uncle's only rule.

Besides, it's locked.

No... it's not.

Tarby, I mean it. We can't.

Don't be such a scaredy-cat.

Maybe it's the spell
you're looking for.

No!

What's...

necromancy?

"Noun. The practice
of communicating with the dead

or raising them to life."

Put it back.

Raising the dead?

Now, that would be a trick.

- Put it back! We have to put it back right now!
- Stop.

Fine.

None of it's real anyways.

It's all just weird.

You're just weird.

Was that the Corrigan boy?

He was just leaving.

What were you two doing?

Nothing.

Uncle Jonathan, do you want to

- play ball with me?
- I can't right now.

There's something
I need to look into.

- Later, okay?
- Okay.

Isaac hid the room with a hex

so no one would find these,

but I can't make
heads or tails of this.

I know about every
magic language there is...

the Alberti cipher,
the Enochian glyphs...

but this...

Really?

Well, at least I lived to see

the purple pachyderm
get stumped.

I don't know how much longer

any of us will be living,
weird beard.

- Cranky old crone.
- Mush brush.

- Hag face.
- Oh, go braid your back hair.

I'd give you a nasty look,
but you've already got one.

Okay, okay.

You old yeti. Now, look.

What does this mean to you?

The omega.

Isaac talked about it
when he died.

The last letter
of the Greek alphabet.

And in early Christianity?

It means Judgment Day.

You all right, kiddo?

I'm okay.

You always were a lousy liar.

You're lonely, huh?

I just wish Jonathan
wasn't so busy.

I wish he could spend
more time with you.

It's okay.

What about Tarby?

Tarby hates me.

Oh, you can fix that.

Easy.

Just show him some real magic.

I can't do any real magic.

Yes, you can.

With the book, silly.

The one I told you to find.

Well, you found it, didn't you?

Book?

You mean the necromancy book
in the library?

Uncle Jonathan told me
never to even touch it.

Oh, he won't mind.

He's too busy anyways.

Take the book.

Show Tarby a real trick.

He's gonna be
your friend again.

I know it.

Tarby's a jerk, you know.

He runs for president
every year,

and he's always nice
until the election.

- After that...
- Hey! Over here!

...he goes back to being him.

You don't need him.

We could go look for spiders.

If you want.

Just leave me alone, okay?

Tarby!

Okay. You want to see
some real magic?

I'll show you.

Yeah?

You gonna saw a lady in half?

I'm gonna raise the dead.

You're a liar.

No one can raise the dead.

Watch me.

Unless...

unless you're scared.

You need a babysitter?

Fine, but this whole thing

is just gonna be
a big waste of time.

When?

Tarby!

Tarby?

Boo!

Tarby, that's not funny.

It is from here.

Well, come on, smart guy.

Who are we gonna wake up?

How about this one?

The lamb means
that it's a kid's grave,

and I don't want
to raise up a kid.

It's creepy that you know that.

This way, I think.

Nice trick
with the book, Lewis.

- I know that's you.
- No, it's not.

Is that it?

Yeah.

I think so.

Come on.

Okay.

"For thou who sleeps
in stone and clay,

"heed this call...
rise up and obey.

"Trek on through
the mortal door.

Assemble flesh
and walk once more."

So, what now?

That's it.

That's all it says.

See, I told you all this was...

Tarby?

Tarby!

Could you put those back,
please?

He's coming home!

- He's free.
- He's back!

He's awake.

He's coming home!

Coming home!

- He's coming home.
- He's awake.

Coming home. He's coming home.

- He's coming home.
- Coming home.

- He's back!
- He's coming home.

- He's awake.
- He's back!

He's coming home.
He's coming home.

That's not creepy.

Who'd be crazy enough

to bring Isaac Izard back?

Someone suicidal.

The house knows he's back.

Can you feel that?

Like a dog with rabies.

Knows his master's coming home.

I'm gonna need your help
on this one, Florence.

My magic won't be enough.

I'm barely qualified as it is.

I can't.
I'll-I'll just mess it up.

- I can't do this alone.
- Well, you won't have to.

- Lewis.
- What about Lewis?

He's stronger than you know.

And one and a half warlocks
is better than nothing.

- Just tell him the truth.
- No! He's just a boy.

You're the smartest witch
I've ever known.

You can cast spells
I can't even pronounce.

I said I can't.

I can't.

I'm sorry.

Look...

Isaac is coming back,

and we can't let him
get inside.

Well...

if your magic is off-limits,
then what's the plan?

I can still swing a hammer.

These are crazy people,
Marmalade.

Crazy people.

Do you think these are enough
to keep Isaac out?

Oh, yes.

Maybe.

I'm gonna get some more.

Uncle Jonathan?

Don't come up! I'm, uh...

I'm coming down.

Listen.

I-I need to talk to you.

Not a great time, Lewis.

I'm working
on a heavy-duty spell.

I want you to stay at Mrs. Z's

- for a few days.
- Come on.

I see the horseshoes.
I know something's wrong.

What are you talking about?
There... Everything's fine.

No, it's not.

You're right, Lewis.

Something is wrong.

- Something is very wrong.
- Florence.

He's got eyes, Jonathan.

It's our friend, Isaac Izard.

Except he's not our friend.

He's very wicked,
very powerful,

and I'm afraid he's back
from the great beyond.

Yeah, uh, that's what
I wanted to talk...

And when we find out
who's raised him from the dead,

they are going to be sorry...
very sorry.

Oh. Mmm.

Yeah, they... they sure will.

Look.

The truth is,

it's not safe for you here.

At least not now.

So go next door
with Florence, okay?

Everything's gonna be fine.

Come on.

Mrs. Zimmerman?

Uh, I'm sorry, dear?

What are you doing?

I'm just trying...

Nothing.

Wait.

Isaac and Uncle Jonathan
used to perform together?

They did everything together.

They were best friends.

They were?

Once.

Isaac was an orphan,

and Jonathan a runaway.

Neither of them had family.

All they had was magic.

And each other.

Then Isaac went away to war.

He was fighting in Germany,
when he went M.I.A.

Months passed.

Then, suddenly,
Isaac came back home.

But it wasn't the same Isaac.

He was different.

And angry.

And more powerful than any
warlock had the right to be.

How?

What happened to him?

We don't know.

All he said was he was lost
in the Black Forest.

Now, that is a very old place

with very old magic.

It's where the Brothers Grimm
wrote their histories.

You mean their fairy tales.

Now, we think that Isaac

met a dark warlock
in those woods,

a teacher who gave him

some terrifying,
forbidden books.

One of which is so dangerous

that your uncle keeps it
locked up in his cabinet.

Then Isaac abandoned
poor Jonathan.

No explanation.

And he found himself
a witch, Selena.

So spiteful and mean,
he married her.

And they locked themselves away
in the house.

Until one night last year...

Isaac performed
a blood magic ritual

that killed him.

What was the ritual for?

To make a key.

A clock key.

Of human bone.

We think his wife's bones.

We think Isaac killed Selena
to make it.

Uncle Jonathan said that you
were a really good witch...

even better than him.

I was.

Once.

My magic was the toast
of Paris.

You should have seen me
before the war.

I melted Salvador Dalí's watch
one time,

right off his wrist.

Then why can't you help us?

You know how magic comes
from the inside?

Well...

I got hurt one time.

Pretty badly.

And even though my outsides
got better,

my insides never did.

And so now, every time I try
to work any real magic,

it just comes out...

broken.

Now...

There's very few problems
in the world

that can't at least be helped

by a good
chocolate chip cookie.

Tarby. Tarby!

Not now, Lewis.
I'm late for gym.

- No, now. We gotta talk now.
- What?

- Let go!
- Where do you think you're going, huh?

The other night,
what we did in the cemetery,

we did something awful.

My uncle's in trouble.
We all are, and...

See, see, there's this clock.

Lewis, just stop.

Nothing happened
in that cemetery.

Look, I get it... you're scared.

I am, too. We're...

Woody!

- Let's get out of here!
- Let's go!

- Good morning, Miss Fisher.
- Woody.

I'm not scared.

And if you tell anyone
I was there,

I'll break both your arms.

You're just a weirdo.

"Indomitable."

Uncle Jonathan?

You in here?

No way.

Help me! Help, please!

Help! Uncle Jonathan!

Uncle Jonathan! Help!

Help me, please!

Get those papers!

Get, get, get. Get!

Are you all right?

What are you doing here?

I told you it's not safe.

I was being indomitable.

I suppose you were,
weren't you?

You can't do this alone.

You need help,

- and I can help you.
- No, you can't.

Actually, I can,
'cause I know how to read this.

But I'm gonna need
some Ovaltine.

Wait, I-I don't understand.

- You've seen this code before?
- Yes.

Comrade Ivan uses one
just like it

to send commands
to his Red Brigade.

- Comrade who?
- Comrade Ivan from the TV show.

But Captain Midnight always
stops him and decodes it...

with, uh...

this, the Captain Midnight
Secret Decoder Pin.

I don't believe it.

I don't
believe it.

Three Ovaltine shakes, please.

"With this clock, Selena and I

shall wipe
this filthy world clean."

It's a doomsday clock.

In a way,
it destroys everything,

but not by ending the world,
but sending it back

to the beginning.

If the planet
is one giant clock,

then this damn thing
is the winder.

He's winding it back

to the very beginning of time!

So everything goes

in reverse...
we grow younger and younger

until we vanish,
until there's no one left.

I knew Isaac was strong,
but this goes beyond anything

I ever thought
he was capable of.

When's it happen?

"When night's at its blackest."

The total lunar eclipse...
tonight.

All those moons painted
in my bedroom...

what if Isaac was studying them

and waiting
for the right moment?

That's what the gongs
are counting down to.

We'll take the gumballs, too.

Isaac's been here.

Isaac pulled all
the horseshoes off?

Burned 'em off, one by one.

Like ants
with a magnifying glass.

Ooh, just how powerful
is he now?

Death's been good to him.

Wait here.

Chair! It's okay, it's okay.

I'm here. I'm here to help.

It's okay.

You're okay.

He's torn the place to pieces.

He must have been looking
for something.

And I think I know what.

Well, what are we waiting for?

Let's get rid of it.

Uh, shouldn't this
be melting right now?

Too much
John the Conqueror root?

No.

Not enough goofer dust.

Oh.

Grains of paradise.

We don't have
any grains of paradise.

You know what?

- Maybe a pinch of motherwort.
- Uncle Jonathan?

How about some lotus root?

Yeah, yeah, more lotus root.

- Uncle Jonathan.
- Hmm?

This is my fault.

Lewis, you helped us.

You're the one
who decoded the blueprints.

No.

I mean I'm the one
who brought Isaac back.

Lewis?

What are you talking about?

I opened the cabinet.

I used your book.

I-I'm so, so, so sorry.

No, you couldn't have.
You don't know enough magic

to pull off a spell like that.

I just followed the directions.

I bled onto the book.

Oh, Lewis.

Blood magic?

That was my one rule.

I-I know. I'm sorry.

- And you broke it?
- I didn't mean to.

So you opened
a forbidden cabinet

and performed an unholy ritual

- on accident?
- Jonathan.

I didn't know Isaac was evil.

You never told me.

Oh, so this is my fault?

I didn't say that.

Then what are you saying?!

What the hell
were you thinking?!

I just wanted Tarby
to be my friend again.

And I want my parents back.

And I figured,
if it worked here,

I could go home
and try it on them.

I just want my mom.

I'm sorry.

It was a mistake.

You coming here.

Now, hold on, Jonathan.

No. No, please, please.

I'll-I'll make it up to you.

Please.

No. This is no place for a kid.

It's not safe for you here.

I was wrong to ever think
that it was.

But...

we're a bevy of swans.

I'm sorry.

You stay here.

Let me talk to him.

I know I've got
a Malleus Maleficarum

around here somewhere.

Should help with the key.

Go ahead, yell at me.

Call me some names.

No names.

Not this time.

Jonathan.

That little boy needs you.

But what he did...

He's a child.

Children make mistakes.
They get in trouble.

That's why they're children.

No, this is not swiping
a comic book, Florence.

This is... I-I...

I-I... I don't have
a choice here.

Of course you do.

You could stick it out.

No, no, when the going
gets tough,

you get going
right for the exit.

Like how you ran away
from your family.

Ran away? My dad threw me out!

And what about
your little sister?

She looked up to you.

She needed you,
and now she's gone.

And you're going to abandon
her only child.

Look, I don't know
how to take care of a kid.

How to talk to him,
how to keep him safe.

Especially now.

- I'm just...
- You're scared.

Yes, all right?

I'm scared... for Lewis.

Scared he'll get hurt.

Well, guess what, genius.

That is the whole point.

Having a child means
being scared for them 24-7

and doing it anyway.

It's the whole damn
job description.

And I would give everything
to have that job again.

To have my little girl
back to...

You know what?

I do have a name for you.

Jonathan Barnavelt,
you're a coward.

Mrs. Hanchett! Mrs. Hanchett!

- Lewis.
- He's free.

He's in there.
We gotta go now!

Well, who?
What are we talking about?

There is someone in your house!

- Please hurry!
- Who?

- Come on!
- Oh, take Marmalade.

Wait.

- Come on! Hurry! Please!
- Hold on.

- We don't care about the door!
- What? Lewis, it's cold.

- He's upstairs! I saw him!
- Oh, my God.

- He's in your house right now!
- Lewis!

- Please! Hurry! Hurry!
- Lewis! Lewis!

- Come on!
- Wait, hold on, Lewis.

- It's slippery, Lewis!
- Come on, run! Hurry!

- Mrs. Hanchett, hurry!
- Hold on!

It's slippery, Lewis! Stop!

You're not making any sense.

- What bad man?
- His name is Isaac.

- Isaac Izard.
- Isaac Izard?

Lewis, he's dead.

He died last year.

Stay here.

Uncle Jonathan! Mrs. Zimmerman!

It's locked.

It must be Isaac.
Out of the way.

Mrs. Hanchett,
get away from the door.

- Don't be ridiculous.
- No!

Hello, Lewis.

Mmm.

Stay away from her.

Why should I stay away

from my beautiful wife?

You're Selena Izard?

In the flesh.

Uncle Jonathan!

Lewis!

But... but you died.

Whoever said I died?

- Isaac!
- Isaac!

Isaac?

Isaac!

Is that bone?

Human.

He killed her
to make some sort of key.

I thought it was made from...

Not my bone, no.

That was a chunk
from the real Mrs. Hanchett.

Lovely woman.

That is, before I killed her
and took her place.

My wife.

She has a talent for disguises.

- I learned from the best.
- Aw.

Come give your mommy a kiss.

You.

It was you in my dreams.

I couldn't get near
that locked cabinet.

The charms were too strong.

But you... you could get
that nasty old book for me.

Raise Isaac for me.

You could do everything
I wanted.

And now...

you are going to get us
that clock key.

No, no, not... ah, not there!

Hmm.

Well, come on!

- Now you're just showing off.
- Lewis!

- Lewis!
- Lewis, where are you?

- Isaac took him.
- Yes, but where?

I think I know.

Uncle Jonathan!

- Lewis!
- We're coming.

Mrs. Zimmerman,
I'm over here! I'm over here!

Uncle Jonathan, over here!

Here! No, over here!

Help me!

Barnavelt and Izard,
masters of prestidigitation,

beloved by the crown heads
of Europe,

together again.

I'm sure you'll remember
my next trick.

- No! -FLORENCE: No!
- Uncle Jonathan!

Isaac, don't do this.

I like the boy.

An orphan with a love
for Captain Midnight?

Mmm.

Warms my dead heart.

Please don't make me
butcher him.

Give me the key.

You don't have to hurt anyone.

Just tell us...
where is the clock?

The clock is under
a witch's hex.

You'll never find it.

- This is over.
- Isaac, please.

There must be some part of you
that doesn't want this,

that isn't completely dead.

I was dead long before I died.

We know you went through

something awful during the war.

We all did.

Oh, on the contrary.

It's where I met my teacher.

My unit had been caught
in an ambush.

Everyone slaughtered.

I'd been left for dead.

I stumbled through
the Black Forest for days.

I chanted every spell I knew,
with one thought only:

"Make me powerful enough
to end this."

To erase the horrors
I had witnessed.

When I opened my eyes...

I saw him.

He offered me
something to drink.

For a small price, of course.

Suddenly, I had it.

The blueprints for the clock.

In my mind.

Clear as day.

That wasn't a warlock.

It wasn't even a human.

It was a demon,
you reckless idiot!

You summoned a demon!

Yes, yes.

Azazel, to be exact.

The fourth prince of hell.

Oh, he gave me
a wonderful gift.

The greatest magic trick ever.

I'm going to make people
disappear.

Spin the world back
until the dawn of time.

All that will be left...

- Selena and I.
- But...

if you go back
to the beginning,

history, humans, it will all
just start over again.

No.

I'll make sure people
are never born this time.

With the help of a friend.

Lewis's parents won't die
in that awful crash.

Your husband and sweet
little girl won't be killed.

They'll never have existed.

No people, no war.

Now, Jonathan...

The key.

Florence?

Now would be a good time...

for a little... magic.

Of all people, Florence,

I thought you'd want this.

I know what losing
your family did to you.

You're too sad and broken...

...to work any real magic.

Maybe I was.

But now...

I'm indomitable.

Marmalade, now!

- Where are they?
- They're gone.

Mind your step.
There's a tongue.

- I've got it.
- There's a big tongue.

So... creepy.

Oh, oh!

Uncle Jonathan!
Uncle Jonathan!

Lewis, don't freak them out!

Unhand me.
Let me go!

- Mommy. Mommy.
- Put me down! Stop!

Why won't you talk to me?

Why won't you talk to me?

Oh, my God! Oh, my God!

Hey, wait! Help us!

Jonathan!

- Let me go!
- Let go of me! Let go of me!

- Jonathan!
- Jonathan! Jonathan!

- Lewis, you okay?
- I'm okay.

Would you look at that?

Okay, let's get back in there.

What, with those
creepy metal monsters inside?

- They'll tear us to shreds.
- Florence, we have to find

Isaac and Selena.

You heard Isaac.
He's using a witch's hex!

I understand that.
So, should we just

sit around and try
to figure out the hex?

- No. We need a plan!
- We don't have time!

Guys!

Oh, my giddy aunt.

Don't worry. Their teeth
are made of pumpkin.

They can't really hurt us.

Okay, I made that up.

Some kind of ungodly adhesive.

I'm stuck!

Me, too.

You know, I didn't think

this is how I was gonna die.

Look! Mrs. Zimmerman,
grab my shirt.

I got you.

- Just chop!
- Lewis, hurry!

Chop! Chop!

God, I hate pumpkins.

Did you see that, Florence?

I exploded it with a psychic
energy blast. It worked!

Yes, Jonathan.
We're all very proud of you.

Did you see that I now
have the power?

Yes, I understand. Gold star.

Uncle Jonathan.

Uncle Jonathan, it's me.
Please wake up!

- Jonathan.
- Uncle Jonathan.

Jonathan, you've got to get up.

You've got to get up right now!

Uncle Jonathan!

What are you looking at,
you shriveled old prune?

I'm looking at you,
you dumb baby orangutan.

Aw, Lewis.

Oh, Florence,
you missed a spot.

Lewis...

I'm sorry, Lewis.
I'm sorry about everything.

It's okay.

- Me, too.
- Don't get me wrong.

Uh, this is lovely,
but there's only 18 minutes

till the eclipse.

And they've got the key.

How do we find the clock?

We can't.

It's got a witch's hex on it.

That means it's hidden
from every witch or warlock,

no matter how powerful.

Not even Florence
could find it.

There must be something

we're not thinking of.

Maybe I could find it.

I'm not a witch or warlock.

Well, not-not yet anyways,
but...

maybe if I tried some magic,

would that work?

Okay.

I'm ready.

Lewis, I don't know
about that 8 Ball.

Hey, this is my magic,
not yours.

Let's go.

"Locate. Verb.

To discover the exact place
and position of."

"Secret. Adjective.

Something that is kept
unknown or unseen."

"Clock. Noun.

"A mechanical device used
for measuring time.

"A timepiece.

A horologe!"

Wow.

- He is weird.
- Isn't he, though?

Locate the secret clock.

Locate the secret clock!

Please, Mom and Dad.

Tell me where the clock is,
please.

"Under the boiler."

Lewis, you genius.

Shall we?

Trick or treat!

- Mrs. Zimmerman?
- Hmm?

What is that?

Jonathan.

Open the door.

Working on it.

Jonathan.

Jonathan!

That's not helping.

Lewis.

Crack it open.

Even in death, so creepy.

Florence, I really have to pee.

Not the time, Jonathan.

Snakespeare!

- Mrs. Zimmerman!
- Florence!

Go! Go!

It's okay. She knows how
to handle Snakespeare.

Come here. Quickly.

Isaac!

Stop!

Please.

I taught you everything
you know, Jonathan.

I didn't teach you
everything I know.

My darling.

No!

Wait there, Lewis.

- No, I have to come with you.
- No!

There may be traps.

I have protection.

I feel something.

I got it!

Uncle Jonathan!

Uncle Jonathan?

Uncle Jonathan!

Shh, shh. It's okay.

It's okay. It's okay.

Shh. It's me, Lewis,
your nephew.

Shh, shh.

Lewis!

Come with us to the turret.

It's a special turret.

It'll protect us.

I like you, Lewis.

I like being your mom.

Forget about your uncle.

Soon, he'll be gone.

Like everyone else.

Uncle Jonathan?

Uncle Jonathan!

Huh?

Hey. I got you.

What?

Mom, Dad, what should I do?

"Say good-bye."

Say good-bye? I don't get it!

What do you mean?

Okay. Good-bye, guys.

I love you.

Look, my darling.

It's beginning.

The sands of time are shifting.

Quickly!

- Something is wrong.
- What is it?

Help me.

No.

Yes!

I'm gonna show you
what a little weird can do.

What?

Uncle Jonathan.

I'm back.

You did it.

You stopped the clock!

Do not tell Florence
about the baby body.

She'll never let me
live it down.

- I won't.
- You promise?

I swear.

- No baby body.
- Warlock secret?

Never happened.

You're the best.

You did it.

Toss me my trousers.

Not a word to Florence.
I'm serious.

Well, well, well.

Look what the cat threw up.

Whew!

Oh, you fixed Snakespeare!

Well, you stopped the clock?

Nah, I just wet my pants.

Literally.

Lewis stopped the clock.

Lewis.

You are indomitable.

Mrs. Zimmerman...

I'm sorry you lost your family.

I'm sorry you lost yours.

But maybe, would you want to be
a black swan with us?

Can I be a purple one?

Deal.

I would like that very much.

I don't want
the creepy little runt.

Think I want him?

You know what, fellas?

I don't really want to play
anyways.

Ball to the face

at a very high-speed pace.

What?!

Lucky shot.

We want Lewis on our team.

- No, we want him.
- No!

Rose Rita, right?

Mm-hmm.

Can I see your bug book?

I've seen you
with your dictionary.

You know the word is "insect."

But sure.

Wow.

You drew these?

These are really good.

You look like an insect.

I mean that as
the highest compliment.

That's how I take it.

- Bye.
- Bye.

Who was that?

Rose Rita Pottinger.
She's a friend.

She is?

- Is it kissy-faced?
- No, platonic.

Look at him playing it cool...
James Dean all of a sudden.

Uncle Jonathan, punch it.

Let's see
what this baby can do.

- Hi! We're home!
- Oh!

- You ready?
- Oh, yeah.

Stay.

You know, Jonathan,
you drive like an old grandma.

Oh, that's funny.
You look like one.

Guys, stop.
You're both super old.

Nice one, Lewis.

Gold star.

Bad kitty!

Use the litter box!

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