Are You Afraid of the Dark? (2019): Season 1, Episode 3 - Part Three: Destroy All Tophats - full transcript

With her friends' lives at stake, Rachel decides to take charge and end Mr. Tophat's reign of terror. Will this story have a happy ending - or is the Midnight Society doomed?

- 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 ♪