Are You Afraid of the Dark Wiki
Part Three: Destroy All Tophats
Season 8 , Episode 3
Air date October 25, 2019
Written by BenDavid Grabinski
Directed by Dean Israelite
Episode guide
Part Two: Opening Night
The Tale of the Haunted Woods

Part Three: Destroy All Tophats, is the third part of the first season of the "Are You Afraid of the Dark? (2019)". It is the ninety-fourth episode in total.


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?


Midnight Society Cast[]

Episode Cast[]

  • Rafael Casal as Mr. Tophat
  • Michael Adamthwaite as Bartholomew
  • Cardi Wong as Officer Hideo Yamato
  • Fiona Vroom as Hannah Carpenter
  • Milo Shandel as Mr. Jones
  • Forrest Rozitis as Adam Lynch
  • Nadia Vanessa Rose as Mrs. Lynch
  • Iris Truong as Josie
  • Amelie Love as Teen Actress
  • Jude Wilson as Teen Actor
  • Robert Mann as Ticketing Clown
  • Lars Grant as The Scary Clown in the Water
  • Charlotte Marcynuk as Alice Hooper


In a flashback to the year 1944, a carnival barker is shown. He is being interviewed and photographed by the press. The carnival barker is addressed to as: Mr. Cochran. Mr. Cochran looks very much like Mr. Tophat.

A reporter tells him that the whole town is buzzing with anticipation. Over the opening night of his carnival. Then she asks him what inspired him to set it up in the first place.

Mr. Cochran replies by saying that his father had one dream: That he would succeed, where he could not. Mr. Cochran explains that his father had the worst luck. No matter how hard he tried. Things never seemed to go his way. When he was very young, he got sick. Then he died; poor and destitute. The only possession that he left to him was a golden coin. Which he always carries around with him.

Mr. Cochran then explains that he came to the country with one goal: To become the man, that his father knew he could be. He wanted to grab the American dream with both hands. And never let it go. Then he remembered a story that his father told him. About his one good memory as a child: The day that the carnival came to town. Afterwards he knew from then on what would lie ahead for him. What he would dedicate all of his time to: Bringing everyone the very show that would be seeing this very evening.

Then a reporter interrupts him. He asks Mr. Cochran what he has to say about their being reports that he was behind schedule. Yet he was refusing to delay the opening.

Another reporter asks him if it was true that his rides may not be ready yet for paying customers.

Feeling pressured and annoyed. He responds by saying that these reports are nonsense. Since this carnival is his legacy. Therefore he would not jeopardize his good name, by putting people in danger.

Back to present day (when this aired) The mini series resumes. Rachel finally calms down and returns to school.

She places a written message to Graham, Louise and Akiko. It tells them: "EMERGENCY MEETING. YOU KNOW WHERE AFTER SCHOOL. CAN'T WAIT TILL MIDNIGHT. -RACHEL."

Rachel waits for her friends at the clearing after school. Upon arrival Louise asks her if she is all right. Since she left during first period. Without telling anyone why. Rachel doesn't say why. Instead she just asks what is more important: If any of them have heard from Gavin. Louise and Akiko both say no. Then Graham says no as well. But he and Gavin don't really communicate with each other. Outside of the clearing.

Then Rachel begins hearing familiar things. Beginning with Graham saying that he has never seen the clearing during the daytime. She tells him that yes he has. She tries to explain to him that they were all at the clearing during the daytime; two days ago. Hearing this he seems stumbled and lost for words.

Akiko says that during the daytime, the place looks super different like less--. Rachel interrupts her and says: Spooky. Akiko is shocked, wondering how she knew what she was going to say.

Rachel then stared at Louise, saying Louise prefers it to be spooky. Hearing this Louise looked surprised. Graham then asks Rachel if she can now read their minds. She says no, but he tells her that he is thinking of a number between one and seven. Rachel gets a bit defensive. She says no, she does not have psychic powers. But she does need to tell them all something.

First she asks them when Graham auditioned to join the group, what his first story was. Akiko says it was about a vampire leprechaun. Akiko reveals that her first story was about a cursed pet shop. Graham reveals that Louise's first story was about an alien abduction. Akiko thinks it didn't really count. Since it was science fiction.

Rachel then gets to her point, by asking them what her first story was. The three of them now have no recollection of it. Hearing this, Rachel is shocked and a bit disappointed. Since she told them a story good enough to join their group. However none of them can now remember what it was.

She proceeds to hand out some drawings to possibly jog their memories. One is of Mr. Tophat. The other drawing is of Bartholomew. Rachel then tells them that she told them a story about a carnival. Along with an evil man named: Mr. Tophat. Then after waking up the next day, they all discovered that the carnival was real! It came to their town. First Adam went missing. Then Gavin went missing next.

Rachel informs them that they have all told scary stories around the campfire, for longer than she can imagine. But right now, they're in the middle of a real one! Now they have reached the final act.

Rachel says that she knows what they're going to say and do: Right now they're going to say that they cannot help her. Then tomorrow, or the day after, they're going to change their minds.

Rachel gets to the point by saying that she just cannot wait for them to say no right now. Then change their minds a day or so later. This can be a story with a happy ending. But only if they decide right here and now, to believe her. Rachel finishes by taking a stand. Then she asks them if they're in or out.

Rachel smiles after seeing that none of them have said no, or walked away. Louise asks what her plan is. Rachel looks to Akiko saying that first they're going to find her phone. Hearing this Akiko is very surprised to hear that she knows that her phone is missing. Rachel reminds her that scary clowns at the carnival confiscated it. Hearing this Akiko states that she hates clowns. Rachel says they will find her phone (by tracing it). Then they will find Adam and Gavin as well.


At a computer, Rachel helps Akiko trace her cellphone. It is located to be within Idaho. Now Rachel shares an interesting face: She is from Idaho! Now the Carnival of Doom has arrived to perform in her former hometown!

Next Rachel asks Akiko if Josie's photos and video upload to the cloud. Rachel explains to her that last night, Josie had filmed a video. Therefore it may within the cloud now. Akiko emails Josie to check for it. In no time at all Josie's replied to Akiko. Josie's reply includes the video clip. Along with the message: "Uh Lol I don't know where this came from? I don't remember shooting it????".

They watch and review the video clip. It was inside the big tent, where Mr. Tophat was making his big announcements and speeches. Although Mr. Tophat appeared invisible on film, his voice could still heard loud and clear. Within the back of the tent, they could all see Adam! Rachel tells them that tomorrow, they will need an adult who can drive them to Idaho. An adult they can trust, and someone with authority. Rachel looks over and stares to Akiko. Akiko realizes that she obviously means her older brother. But Akiko claims that he would never help them.

The four over then walk over to Hideo, and Rachel asks him. Much to Akiko's surprise, he at first says he might be able to help them. He explains to his sister that her friend gave him a very convincing speech. However, in order to drive them all the way to Idaho, he will need more than a speech. Now Rachel shows him the video clip of the big tent. The one where Adam can be seen in the background. This is more than enough to convince him to help them. Akiko is shocked. Now she asks Rachel to teach her Rachel ways.

Hideo proceeds to drive his younger sister and her friends to Idaho. During the car trip, Rachel reflects on her recent memories about meeting and getting to know Gavin. Now she begins to miss him. Graham dozes off and tilts his head on Louise's shoulder (she has fallen asleep as well). Akiko and Rachel think it looks cute. Just before Rachel can take a picture of it, Louise wakes up. She is grossed out and tries to push him away. Hideo stops to relieve himself at a public restroom. He wants to go now. Since they still have fifty miles to go. Once inside, Hideo begins hearing a creepy voice whispering. It keeps on calling out his name. Suddenly the lights begin to flicker off and on. Then hundreds of dark small scorpion emerge from the sinks and urinals! They all close in on him. Feeling terrified he backs away. But the door is jammed. Hideo now screams bloody murder for his sister's help. As the scorpions all gang up on him, in the flickering light!

Nearly fifteen minutes later, Akiko and her friends are still waiting. Akiko becomes concerned. Since he should have been back by now. So she asks Graham to go and check the restroom. Due to his germaphobia, Graham refuses to go inside a dirty public restroom. So he persuades Akiko to check herself. Akiko reluctantly does so. She carefully calls in at the door (to ensure no strangers are there). She gets no replies. Then she is startled when the door slams shut. Suddenly a golden coins rolls over on the floor. It spins around in circles. Then it falls down the floor drain. As Mr. Tophat can be heard laughing.

Next, when looking at the three mirrors, she can see her reflection in all three of them at once. Suddenly her reflection in the middle stares to the reflection on the left and laughs. Suddenly Mr. Tophat appears in her third reflection on the right! She backs away startled. Suddenly she can see her brother in all three mirrors at once. Hideo has been captured by Mr. Tophat! Now he calls out to her, begging for her help. Then suddenly they vanish. Akiko is now devastated that her brother has been captured by Mr. Tophat!

Outside the restroom, Akiko is now furious with Rachel. She states that it is all her fault. Rachel assures her that they will find Hideo. She explains that she never meant to put any of them in danger. Akiko madly states that first Adam went missing, then Gavin did and now her brother has. Also things were perfectly normal before she showed up. So perhaps asking her to join their group; was a mistake. Hearing this Rachel says not again. They all sound confused. So Rachel explains that they were previously thinking of voting her out the group before. So now it is happening again. Hearing this Akiko says that actually doesn't sound like a bad idea.

Rachel promises an upset Akiko that they will find her brother. But for now, they need to keep on moving. Also to find someone else who can drive. Louise then reveals that Graham has his learner's permit. Hearing this Graham feels pressured. He says that he barely feels comfortable driving regular cars. Let alone a police cruiser. Akiko tells Graham that he cannot use his germaphobia to get out of this one. This time it is about being a friend, and helping a friend rescue her kidnapped brother. So Akiko asks him if truly is her friend. Hearing this, Graham reluctantly agrees. So he accept the keys. Then he proceeds to drive them the rest of the way. However he is driving very slowly. Since he is becoming so nervous about being caught by other police officers. He is beginning to feel nauseous now. They remind him that driving to slowly will look inconspicuous. Therefore he reluctantly begins to drive at a normal pace.

They finally arrive to the Carnival of Doom in Idaho. They observe the carnival from behind a fence, before planning their strategy. Just as they take off, they encounter Bartholomew! It is almost like he has been expecting them. As terrified as they are, they are shocked to hear that he is not here to hurt them. Instead he has come to help them. Since Mr. Tophat must be stopped once and for all. To let them know what they are all dealing with, he tells them all a story.

The story is about a man named: Marcus Cochran. A man with big dreams that turned into nightmares. Marcus Cochran came to America with a dream of building a carnival. One like no one else had ever seen. He gave everyone his word, that he would not jeopardize his good name, by putting people in danger. Then opening night came. Marcus was behind schedule. He hadn't had enough time to test all of the rides for safety. Therefore the merry-go-round collapsed. A mother, father and four of their five children were all killed in the accident. Only their youngest children a little girl had survived. Since she hadn't been on the ride. She was now all alone and became an orphan.

Marcus Cochran immediately went into hiding. He was on the manhunt by the police for manslaughter. Soon an unseen man with a deep sinister voice found him. He made him a deal: He could give him his beloved carnival back. Also it would become bigger than ever. Sure enough this unseen sinister sounding person was the devil, and Marcus Cochran sold him his soul.

The deal would be that he would travel from town to town. After leaving, no one would remember that he was even there. Their memories would be wiped clean. Their fears would give him vitality. Which would enable him to live forever. Without ever aging.

The only catch was, that one day he would encounter a specific child. He or she would be imperious to his powers. He or she would remember. They would have the power to stop him and become his undoing.

Afterwards, Graham, Louise and Akiko all stare at Rachel. She is confused for a moment. Until Akiko points out to her, that she is that child. She is shocked and denies this at first. Then Graham reminds her that she was the one who remembered. Therefore she is impervious to Mr. Tophat's powers. Therefore she is the one who could stop him. She is shocked wondering why her of all people. Graham tells her that it is a prophecy. So it is her destiny to kill Mr. Tophat. Therefore they just have to win.

So they all look to Bartholomew to ask him if this is right. Bartholomew tells them that she is the only one who could defeat him. However, nothing is set in stone. Mr. Tophat will not go down without a fight. Bartholomew now takes a stand and approaches Rachel. He says that one of them will perish tonight. Hopefully it will be Mr. Tophat, and not her.

Rachel then asks Bartholomew how to stop him. He informs them that his top hat, is his source of power. If they destroy it, Mr. Tophat will lose everything: His carnival, his mindless slaves. Even his good lucks. In order to destroy the top hat, they must burn it. Since the only way to destroy a magical talisman is with fire.

Bartholomew informs him that before the show, Mr. Tophat will keep his hat in his inner chamber. He then gives Rachel the golden coin. He tells her to use it to gain access to it. When asked how he got it, he says he pickpocketed Mr. Tophat earlier.

Rachel informs her friends that Mr. Tophat already knows what they all look like. So they will need a way to walk around the carnival without being noticed. Hearing this Graham reminds her that she asked him when she would be getting her own Midnight Society mask. He tells her that now is as good a time as any. Therefore Graham gives her a mask. Which she humbly accepts.

Now Bartholomew shows them all a map he has. He instructs them where to go to tamper with the controls to cause diversions. However, they must be on the look out for clown guards. Bartholomew reminds Rachel where exactly the top hat will be, before the show.

Now they are all set and head off to the carnival. Sure enough the same ticketing clown with the glasses is here. He does not recognize them in their masks. As the carnival commences, Graham, Louise and Akiko found the control room and are about to begin their distractions. First they help Rachel find Mr. Tophat's trailer and make sure she gets in without being noticed. However Rachel needs to wait until two clowns leave from the door. Finally the others make their move and sneak into the control room. Immediately they hit all of the switches. All the lights and power in the carnival go out. Before Rachel sees her chance to sneak in, she can hear Mr. Tophat messaging the clowns that someone is tampering with their controls. So they must report to the control room and investigate. These clowns leave. So now Rachel can finally sneak inside the inner chamber.

Inside the inner chamber, Rachel finds a black and white swirl striped plaque on the wall. This plaque his a coin imprint in the middle. Intrigued she realizes that this is where she is to place in the coin in.

Meanwhile, Akiko tells Louise and Graham that her phone may be nearby. Therefore if they call it, then she can find it. They can hear it ringing, but they cannot find it anywhere.

Finally Rachel places the coin into the imprint. Then the entire inner chamber begins to rumble. This makes her really nervous. Then the doors begin to part themselves open with bright light shining through. Feeling successful, she moves onwards to the next step.

Meanwhile Akiko's phone keeps on ringing. When suddenly Hideo approaches them. Hideo has become a mindless clown slave. He is wearing a striped shirt. Also his face has had clown make-up applied to it. He is holding her ringing phone. He says hello to her. Then he taunts her. He asks her in a crazy tone if she has been looking for it. Akiko is devastated to see that he has become a clown slave. Also Adam joins his side. He speaks to them in a hypnotized tone. He tells them that he is flattered. Since they came all this way to see him. Now Hideo and Adam close in on the three of them. They are hissing and growling. Then they capture them!

Over in the inner chamber, the doors open and Gavin is now present. He speaks to her in a cold and patronizing tone. Gavin tells her that she cannot stop Mr. Tophat. Also there is a reason that she has never had friends. It is because she brings on all of this drama. Rachel tells him that she know that this isn't him. She tells him that he is under his spell. He ignore this. Instead he tells her that they never should have let her into the Midnight Society. Also that this will all be over soon. Confused, she asks him what will.

Suddenly Bartholomew comes forward and makes an announcement. He says: "Ladies and gentlemen. May I present the star of tonight's show: Rachel!". Now all of the lights come on and an audience all claps. She is very surprised to discover, that she is on stage in the big tent! Bartholomew says that as long as he could remember, this has always been a two man show. But tonight it will become a trifecta. She is shocked wondering what is going on.

As she nervously backs away, she is apprehended by Mr. Tophat! He reveals to her that this was all a trap. Bartholomew didn't help them. He set them up! In fact, since the very beginning he and Bartholomew have been equal partners!

Suddenly, with a wave of his cane all members of the audience all pause and freeze in time. Mr. Tophat explains to her, that he knew that one day a child who would be impervious to his powers would come forward: A child who would remember. He reveals to Rachel that after the first time she left the carnival she forgot all about it. Just like everyone else did. However a part of these memories stayed within her subconscious. Which kept visions of him. What she thought was her nightmares and stories, were just her own confused memories. He tells her that he could feel that her fear was unique. In fact it was different from everyone else. He felt that they were connected.

Therefore he suspected that she would be the one to come and challenge him. However he didn't know for sure if it would be her. Until he saw her outside of her dreams. When she came to the carnival for the second time. After testing her, by then he knew for sure that she was the one. So he kidnapped her friend, and built this carnival in her old hometown. Since he knew that she would come looking for him. Which means tonight, is the night that her story ends. Hearing this she cries: "no!". As he laughs with insanity.

Feeling overconfident, he informs her about something. His top hat has no power. The power is in his cane. To demonstrate, the orb on the cane lights up. Then with a wave he unfreezes the audience. In response they all clap and cheer. Bartholomew announces that the big event is coming up.

Rachel is dragged to the stage vigorously by Gavin. Her hands are tied behind her back and her mouth is gagged. Mr. Tophat informs the audience that since they all love magic, they will be seeing a classic trick. They will be putting Rachel into a box. Then they shall be cutting her in half, with a chainsaw! Akiko, Louise and Graham all help set up the box. Since they are now under his spell. Meanwhile Hideo is warming up the chainsaw!

Mr. Tophat laughs with insanity as Rachel cries trying to mutter for help. As Gavin drags her to the box. Suddenly Rachel remembers that the Midnight Society has a special pocket knife. Also that Gavin recently passed it down to her. She takes it out of her back pocket and begins to cut loose her ropes.

Mr. Tophat tells the audience that if they think that this is too cruel. If it all seems too much to bear. Then just remember: It is all part - -. Rachel gets free just it time. She runs towards him and grabs his cane. She then whacks him hard across the sternum, and he goes flying. Rachel yells to him: "Of the show!".

Mr. Tophat loses his gaze. Now all four of Rachel friends come back to their senses. She explains to them that it is a long story. Which she will explain later. Just it is time to go. So they all make a run for it. Confused Gavin asks her why she has the cane. As they run off, Mr. Tophat can be heard yelling for everyone to go after them.

After finding a place to hide, Gavin says the last thing he remembered was giving her the knife. Then heading for home. Akiko reveals that Mr. Tophat kidnapped him, but they recused him. Now they discuss that since they have the cane, they need to destroy it. So they'll need to come across a fire.

Suddenly they are found. So they all run off to hide in the tunnel of love. Gavin warns them to watch out for the skeletal zombies. Rachel leads the way. But there is thick fog in the air. Which makes it difficult to see. Suddenly they all lose each other. So they try Marco Polo. Then one by one, a water soaked zombie drags them all under the water! Until Rachel is all alone!

Mr. Tophat then announces to her. He tells her that she has a choice. Since she has his cane and he has her friends. If she returns the cane, he will let them live. So she has three minutes to return the cane to where they first met.

Instead Rachel tries to destroy the cane manually. She uses all of her strength and might to smash it on an iron railing. But to no avail. Then before her very eyes, the orb on the cane lights up.

Finally she reluctantly returns to the entrance of the big tent. Here all of her friends are being held prisoner by a henchman.

She demands for Mr. Tophat to let her friends go. Responding in an upset tone, he speaks with her. He tells her that for as long as he could remember, he feared her. However, it did not occur to him. Until just now that she is not his enemy. It is just that nobody else besides her knows that he exists. Until she remembered that he existed. So now he feel that they're not so different from each other. They both feel alone, and want to be noticed. Also to be known. Now Mr. Tophat proposes a truce between them. If she gives him the cane, she will let her friends go. All she has to do, is to make sure that everyone will remember him.

Rachel then madly asks him when the cane can do. Mr. Tophat says it can do pretty much anything. Also control anyone. Well, all except for her.

Rachel then madly reminds him that he took her friends, and that he hurt people. Therefore she isn't interested in a truce between them. She uses the staff to ward off the henchman holding her friends. They all get slammed into objects behind them. Next she uses the cane to electrify Bartholomew. Afterwards her collapses in his tracks.

Then she tells him that she isn't like him and she isn't alone. Then she throws the cane into a nearby fire. He screams as it gets destroyed in flashing flames.

Mr. Tophat crouches down. He looks to her with one final smirk and chuckle. He explains that this is something that she will never forget. Now Mr. Tophat beginning twitching and writhing in agony. As his hair grays. As he true age catches up with him. Then he passes away from old age.

Afterward Rachel and all of her friends rejoice and celebrate they victory. Akiko hugs Hideo, relieved to see him coming to his senses. Adam comes to his senses as well, feeling very confused. Graham mentions that with the cane, Rachel could have gotten anything she ever and will always want. Looking at all of them she says she already has everything that she ever wanted. Which is: Friends. Now they all head for home.

A short time later, Akiko is now filming a werewolf movie. Mr. Jones complains that they're holding up traffic. Hideo is her associate producer. He tells him to wait until she calls cut. He complains that he is their teacher. So they should listen to him. Akiko thanks him for all of his help. Hideo says that it is what big brothers are for.

During a cut, it turns out that Gavin is playing the werewolf and Graham is producing the music. So Akiko has changed her mind about working with her friends, on her productions. Rachel shows Gavin a news flyer. It reveals that the two mean girls who went missing, have now reappeared. Next Gavin asks Rachel what her plans for tonight are. She says that she will be meeting them at midnight at the clearing. However she is still worried about the upcoming vote to keep her in the group. He says that they will just have to wait and see.

That night at the clearing, they all meet together. At first they all just stare at Rachel. She asks them what is going on. Akiko says it is time for the vote. She asks who votes on Rachel staying in their group. Nobody seems to raise their hands. Rachel looks as though she may cry. When finally they all do and agree to let her stay in. They all laugh and say they just wanted to get her going. Louise says that she is the best thing that ever happened to their group. Graham agrees, but begs to never have to go through it again. Louise reminds him that he handled himself well. Hearing this he smiles and thanks her.

Then Louise reveals the big mystery: Why was Rachel the chosen child? Louise and Akiko have done some thorough research. It turned out that the little orphaned girl who lost her family was named: Alice Hooper. Alice Hooper was Rachel's great-great grandmother. Therefore Alice Hooper's descendant would be destined to stop Mr. Tophat once and for all. Graham says that this sounds like an awesome twist. Gavin seems disappointed. He is up for telling a story. So now he feels his story won't be able to live up to that. Rachel tells him that she was wondering if he would be any good at story telling.

With renewed confidence. He submits his story for the approval of the Midnight Society. His story is called: "The Return of the Ghastly Grinner".


Suddenly Gavin's story is interrupted. They all get nervous hearing the leaves rustling and some creature growling. They all get scared as the noises greatly intensify. Graham says he isn't ready for another adventure yet. Then Rachel points out where all of these noises are coming from. As they all nervously embrace whatever it is, Jefferson comes forward barking. So they all laugh. It turns out that Adam was just taking his dog for a late night walk through the woods. Adam asks them all, feeling puzzled on what they're all doing out here. Rachel looks to each member for an approving nod. She finally gets the okay from Gavin. So Rachel asks Adam if he likes scary stories.

  • This was the first time that an outsider stumbled upon the Midnight Society clearing on his or her own.
  • There is a reference to the Ghastly Grinner from "The Tale of the Ghastly Grinner". It is unclear if Gavin knew Betty Ann or another Midnight Society alumni who heard her original story, although he was known to have held onto the pocket knife of a former member who graduated from their school.
  • Jeremy Ray Taylor was also in Goosebumps 2: Haunted Halloween as Sonny.
  • Tamara Smart is well known for appearing in 2017 The Worst Witch television series. She portrayed Enid Nightshade.