Are You Afraid of the Dark Wiki
Part Two: Opening Night
Season 8 , Episode 2
Air date October 18, 2019
Written by BenDavid Grabinski
Directed by Dean Israelite
Episode guide
Part One: Submitted for Approval
Part Three: Destroy All Tophats

Part Two: Opening Night, is the second part of the first season of the "Are You Afraid of the Dark? (2019)". It is the ninety-third episode in total.


When a friend's disappearance seems to be linked to Rachel's story, the Midnight Society decides to attend the Carnival of Doom. Is it the same carnival from her nightmares? And if so - how could that be possible?


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
  • Brandon Routh as Mr. Coscarelli (uncredited)
  • Malaika Jackson as The happy wife
  • Eddie Flake as The happy husband
  • Robert Mann as Ticketing Clown
  • Neezar Joseph as Male Stilts Clown
  • Diane Garceau as Female Stilts Clown
  • C. Ernst Harth as Chubby Clown
  • Jeff Gulka as Short Clown
  • Stephanie Van Dyck as Contortionist clown
  • Taz Vanrassell as The Creepy Tunnel of Love Operator


The mini series resumes with Rachel fearfully watching the scorpion at the window walk by. Now she trembles with anxiety looking at the carnival flyer. She is repeatedly saying to herself: "No!". Each member of the Midnight Society looks at their flyer, with complete frightened shock. Graham says that he is sufficiently spooked.

During class change, Rachel finds a sealed note in her locker. She opens in and it says: "EMERGENCY MEETING AFTER SCHOOL YOU KNOW WHERE - TMS.".

Rachel arrives to the clearing after school. As she arrives she can hear Graham say that he has never seen the clearing during the daytime before. Akiko comments that it looks super different and less spooky; during the daytime. Louise says that she prefers it to look spooky.

Gavin can see that Rachel has arrived and brings it to everyone's attention. The Midnight Society all look furious. Akiko tells her to take a seat and explain herself. Graham asks her what is going on here. Rachel tells them that she is just as confused as they are. Hearing this Louise and Akiko are shocked, and they ask her how that is possible. Gavin tells her that none of this makes any sense.

Rachel replies by saying that none of this makes any sense to her either. She says that she made up her story. She has nightmares about a creepy carnival. So she turned those nightmares into a story; and that was all. Hearing this, Louise defensively says that now the creepy carnival is real! Rachel replies by saying that perhaps it is not the same carnival. Also Mr. Tophat is not even on the flyer. Graham shows it her the flyer. He reminds her that it is literally called: "The Carnival of Doom".

Hearing this, Rachel says that perhaps it is a coincidence. Gavin now responds by saying that he stopped by to see it, before he came. He says that it looked just like he imagined it would.

Then all four of them inform her that they each googled: "The Carnival of Doom". Apparently the Carnival of Doom, has no social media presence at all. No website, no Wikipedia; nothing. It is as it just appeared out of nowhere. Gavin then suggests looking into places more psychical. Such as through old newspapers. Or looking through old books at the library. In a frustrated and exasperated response, Akiko says that she already did that. She says that she spend her entire lunch period doing that. It turns out that their are no answers anywhere.

Rachel tells them all that there is only one way, that they're going to find out. Whether or not it is the same carnival from her story: They all need to go together and see. Hearing this, Akiko, Louise, Graham and Gavin all tell her: no.

Finally Rachels informs them that there is something else that they all need to consider. She is so nervous about it, that she almost cannot say it out loud. She just hopes that she is wrong about this: In almost all of her nightmares about Mr. Tophat, they involve him kidnapping children. Which is just like her story. She reminds them that Adam Lynch went missing the same day that this carnival came to their town. Therefore she believes that Mr. Tophat took Adam.

Hearing this, the Midnight Society all stare in a shocked response.

Rachel now stands up taking a stand. She asks them all if she will still be going to the carnival alone. Or if they are all going to join her. After hearing her take her stand, they all respond to her in no uncertain terms: No!

Louise then declares this meeting of the Midnight Society to be closed. They all leave without saying goodbye. Or even looking back at her. Meanwhile Rachel stays behind. She sits down looking very scared and concerned.


Finally Rachel leaves the clearing. Ahead of her, she can overhear Akiko and Louise talking. Akiko tells Louise that perhaps letting her join the Midnight Society was a mistake. So perhaps at the next meeting, they should have a vote on whether or not she can stay in it. Louise tells her that they should discuss the matter more at school the next day.

Heartbroken, she goes home and sadly lies down. As she tries to rest, she can hear what Akiko said haunting in her mind.

Just before getting up, she gets startled. She can see Mr. Tophat on her ceiling! In flickering light, He motions to her to not scream. Then he drops a golden coin to her. She observes it. On one side is a scorpion. On the other side is a skull! When she looks up again; he is now gone. Now the coin has disappeared. She lies there nervously hyperventilating.

The next morning at school, Akiko meets Graham at his locker. She tells him her opinion. Also that at the next meeting, they should have a vote.

Rachel overhears them. Then walking by listening to a device, Gavin mistakenly bumps into her. He apologizes, and says that he came by her house to walk with her. But she was already gone. Feeling annoyed, she tells Gavin that today she decided to walk to school alone. Then she dismissively tells him that she is used to doing things alone. She leaves, as he looks somewhat disappointed.

At lunch Rachel sits alone. She looks nervous. Then she looks to the right. Here she can see the Midnight Society talking. She assumes that they are talking about her.

After lunch, Rachel has made a missing person flyer for Adam Lynch. She uses a photocopier to make copies of it. After school she is putting them around the public area. She is putting up so many, it looks as if it is a row of pictures from a school yearbook.

Suddenly she is cornered by the Midnight Society. She reacts feeling nervous, thinking that perhaps they're going to gang up on her. Still she calms down to hear what they have to say. Louise informs her that when this is all over, they will have some issues to discuss. But someone (Gavin) convinced them that they should not let her go to the carnival all alone tonight. Then Louise smiles telling her that they will help her find Adam. Then they all help her put up more of the flyers. She now smiles, realizing that she is no longer in this alone.

As the group approaches town square, they're now handing out flyers to people as well. Now Graham reveals something: He was in the Boy Scouts with Adam. Whenever they went camping, Adam would wonder off to pee. Then Adam would end up getting lost. So by the fifth time they asked Adam to stay home. So perhaps Mr. Tophat isn't real. Maybe the carnival is normal. Therefore Adam may just be wondering around the forest, enjoying nature. Hearing this, Akiko asks Graham what if Adam is not. And what are they supposed to do, if it really is an evil carnival. Louise suggests asking Akiko's brother for help. Since he is a police officer. Hearing this, Akiko just laughs. She says that her brother would never help them. Then Gavin suggest that maybe "someone else" (looking at Graham) can ask him for help.

Meanwhile, Officer Hideo Yamato is over at Adam Lynch's house. He assures Mrs. Lynch that he is doing everything that he can, to help find her son. On his way off his phone rings. Graham speaks to him in an Irish accent. He fibs saying that his name is Jonathan Townsend the Third. He tells Hideo, that he has a hot tip regarding the recent disappearance. He tells Hideo that he might find some clues, if he attends the opening night of the Carnival. Hideo asks him why he thinks that there is a connection between the two. Before Graham can answer, he gets nervous and stammers. Now he drops the accent, and says that he doesn't know. And that he should just go. Then he hangs up.

Afterwards they all agree to meet up at the carnival at 7:30 pm. After they leave, we see two rows of missing person flyers. Suddenly the ink starts dripping off of them. Almost like sudsy soap on a vehicle at a carwash. In no time at all, all of the flyers are now blank!

At home, Rachel is in her room. She is drawing again. She has drawn another picture of Mr. Tophat. Then she writes down: "AM I CRAZY?". Suddenly before her very eyes a pencil begins to move by itself. She trembles as she watches it cross out her question. Then it slowly writes to her. It asks her: "WHAT DO YOU REMEMBER?". She turns around to see Mr. Tophat at her side, smirking at her. She screams and wakes up. She realizes that she had another nightmare.

As she wakes up, she hears Gavin knocking at her window. He asks her if she is all right. She explains that she had another nightmare. Gavin tell her that everything will be all right. They are going to figure this out together. She says that he sounds like the parents from her story. Which they all know how that turned out. He says understands her concern. Then he asks her if her mom could drive them to the carnival.

Rachel's mom drives them to the carnival. On the way, she realizes that they almost held hands by accident. So she excitingly asked them if they're going to it together on a date. Feeling embarrassed she says that they're just going together to meet some friends. But it is not a date. She apologizes for her mom embarrassing them. He goes along with it saying that he had no idea that she liked him that way. She feels humiliated saying that she doesn't like him that way. And they are just friends; and that is it. He laughs it off saying he was just joking. She nervously laughs it off as well.

When arriving at the carnival, they meet up with Akiko. Akiko has brought another friend with her. This friend is a girl named: Josie. Josie says hi to them. Josie is Akiko's cinematographer. Akiko says she brought her because a good story is still a good story. Even at a creepy evil carnival. Rachel thinks it so cool that she and Josie make their own films.

Next Louise and Graham both arrive. Louise nervously says that they did not come together. Graham says that he doesn't know what it matters.

Akiko tells Josie to go on ahead, she needs a moment to speak to her acquaintances. She explains to them that she did agree to come to the carnival together. However she and Josie would like to do their own thing. If this really is an evil carnival, and Mr. Tophat is kidnapping children, it would be really help to gather some evidence of it.

Then Hideo passes by. He explains that he arrived because the past afternoon he got a strange tip off to come tonight and investigate the carnival. He said it was from a kid who did a poor accent. Hearing this Graham complains that his accent was good. Hearing this, Hideo realizes that his younger sister and her friends must have tried to prank him. He isn't mad, because at first it did sound like nonsense. However he spoke to Adam's mom. Then she explained his disappearance. Adam's mom said that he walks their dog every morning on the same route. Which leads up to where the carnival is being held. Therefore he felt that he should still look into it. Also to let him know if they see anything odd tonight.

So Akiko and Josie are off to make a slash expose. While four members of the Midnight Society are on a detective mission. Briefly together they all embrace the carnival.

Upon entry they're informed that they aren't not allowed to do any filming. But Akiko disobeys and does it secretly.

Louise is worried that being seen with Graham will ruin her social status. Which she worked so long to develop. Gavin assures her that she still is cool. Also that Graham is not such an uncool person. As she thinks he is.

Suddenly Graham panics when noticing that the ticketing clown is wearing glasses. Just like in Rachel's story. He panics that he may not have eyes! Hearing this they all get concerned. Before entering they ask him to show them his eyes. He seems confused and annoyed as to why he should. Then Gavin and Rachel insist. So he reluctantly opens his sunglasses. They are relieved to see that he does have eyes. Afterwards Rachel shows him a flyer. She asks him is he has seen Adam. The ticketing clown has no idea whom she is talking about. Then he gives her back the flyer, and she notices that is blank!

When she takes back her flyer, she is grossed out to see that she now has ink on her fingers. Along with the fact that all her flyers are now blank! Graham notices it to. He is also disgusted and gives her a disinfecting wiping cloth (which he always carries). Inside the carnival, Akiko and Josie take off. Graham tells Rachel that he never knew that organ music could be so terrifying. Since he is a music composer, he might have to use it sometime. Hearing this Rachel sounds a bit intrigued. She says she would like to hear it sometime.

Then she, Graham, Gavin and Louise meet up again. They are still not convinced that it is the same carnival. Since there is no sign of Mr. Tophat.

Suddenly Bartholomew announced on the speaker, that tonight's spooky festivities were about to begin. So everyone was to report inside the big tent. Hearing this announcement Rachel anxiously repeated every word as it was said! Rachel and the other three now bravely entered the big tent.

Inside the tent, Akiko sat with Josie and had her hide her phone in her popcorn cup, with a hole for the camera. Then she and Akiko began secretly filming. Then Bartholomew cordially welcomed everyone to the night's main event. Then he proudly introduced the carnival barker. Rachel sat in the audience trembling. She prayed that it would not be him. Bartholomew said he was the master of ceremonies, the king of the carnival and friend to no man... The one the only.. MR. TOPHAT! Everyone else applauded and clapped. As she and her friends fearfully watched the stage.

Suddenly the stage light shined directly onto Rachel. She was the center of Mr. Tophat's attention. He said hello to her, calling her by name. Then he welcome her to the show. As he insanely laughed she was almost frozen in fear. She then took out a flyer from her backpack. However the flyer was altered. It now said that she was the missing child! She screamed no. Then she came back to her senses. She was back in her seat in the audience.

Mr. Tophat then spoke to the entire audience. He informed them all that tonight was a very special night. Because tonight was opening night. Coming here tonight may have costed them no money, but it may cost them everything else. All he would like to ask them in return, is to have the greatest time imaginable. Then he welcomed them all to the Carnival of Doom. He explained to them that there would be thrills and chills. But to remember. No matter how real these things may seem: It's all part of the show! Then he explained that among the rides and attractions at the carnival was a small golden coin. Mr. Tophat then showed it all to them. Rachel told her friends that she had seen that coin in her nightmares. Mr. Tophat then explained that the coin granted admission. To a secret part of the carnival. So he asked them all if they would be the lucky person to find it. Hearing this, Rachel becomes convinced that the secret part of the carnival must be where Adam is being held captive. Then he ended his speech wishing them all luck. Then he reminded everyone that: It's all part of the show!

After Mr. Tophat left the stage, Rachel got a shocking surprise. In the far back, she could see Adam. He was standing there looking like a sleep deprived zombie! Then she got up and ran after him. She left so fast, Louise wondered where she was going. Rachel frantically called out his name. As she hurried through other people to find him. She could see him from a distance passing by. But he would not answer her. Then she came by a small drum. She stood on top and looked all around with great concern. But she lost sight of him.

Finally, Gavin, Louise and Graham have caught up with her. She tells them that she saw Adam. They are shocked. So they ask her if she is sure and where. Remembering her recent frightening experiences, she almost goes into shock. Louise helps her down asking her what is wrong. Rachel says that she thinks that she is losing her mind. Then Louise stares seriously. She says that perhaps they both are. Louise says that she can now see Adam as well. The four of them can now see Adam a little distance away. Adam gives them an insane smile. Then he vanishes. Graham says that the smile will haunt his dreams forever. Gavin asks them where he went. Rachel thinks that he went inside the tunnel of love. Instead Louise thinks that he went on the Ferris wheel. Then on the speaker, Bartholomew reminds everyone that the carnival closes at 10:00 pm. They realize that they don't have much time. So they split up into two groups: Rachel and Gavin goes into the tunnel of love. Louise and Graham will go onto the Ferris wheel. They need to keep their eyes peeled for the golden coin.

Meanwhile, Akiko checks on the progress of Josie's filming. So she checks her phone. However Akiko is furious and not the least bit impressed. Since Josie got footage inside the tent, but not of Mr. Tophat. Josie insists that she did capture him. So now Akiko realizes that when captured on film, Mr. Tophat appears invisible! It is confirmed when Akiko observes footage of a blank stage, but she can still hear Mr. Tophat's voice. Then Akiko is shocked to see that Adam was in the background!

Immediately Akiko phones her brother to inform him about what she saw. She tells him that she has proof that Adam is at the carnival. She proceeds to explain that she and Josie were filming in the big tent. Suddenly a tall intimidating sinister male clown on stilts notices this. He seems mad and he is growling! Also a tall female clown on stilts closes in on them as well. She gets so scared that she doesn't answer her brother and hangs up. Also a chubby clown and a short clown notice them as well. She and Josie run for their lives. As they all begin to chase after them. When Hideo gets no answer calling her back, he senses that something is wrong. So he presents his badge. He begins to ask to speak with someone in charge. However he gets no replies.

Meanwhile in the tunnel of love, it is dark and creepy. Gavin apologizes for what he said to her in the car. Nervously she says that it is all right. Then he asks her if she had a boyfriend in her old town. She says no she did not. Although she could have if she wanted to. But at time being she chooses not to. He says that he is feeling the same way at the time being. He is just waiting for the right girl to come along. Then we see that shrunken head like puppets from the ceiling keep flying down. They keep on startling them.

Over in Mr. Tophat's office, he is sitting down at his desk. He is stressing and stewing about the fact that Rachel is at the carnival. When suddenly Bartholomew informs him that Officer Yamato is here to speak with him. He is not very happy about this. Reluctantly he has him sent in. He tells him that he knows why he is here. It is about the missing boy. Before Officer Yamato can ask him how he knew, Bartholomew closes the door and blocks his way. Mr. Tophat then closes in on him. He tells Officer Yamato that he will shed some "light" onto the situation. From a distance we can hear Officer Yamato scream inside the office. As Mr. Tophat is heard laughing, as light keeps on flashing.

Back inside the tunnel of love, the ride is almost over. Rachel confirms that there was no sign of Adam. Suddenly in the shallow water, they can see the golden coin. Rachel reaches over to the side to grab it. But she cannot reach it.

Over on the Ferris Wheel, Louise and Graham are reaching the top. Then Graham gets scared expressing his fear of heights. Annoyed she tells him that she doesn't care. He is still worried, but she promises that nothing bad will happen. When suddenly the ride stops. Then all the lights in the carnival go out!

Back at the tunnel of love, Gavin holds her arm so she won't fall in, as she reaches for it. She almost gets the coin. But it is still too far. When suddenly terrifying skeletal zombies emerge! They scream and grab for them. As everyone begins to scream.

Meanwhile Akiko and Josie continue to run away from the clowns. As they are gaining on them. They are laughing and grunting, along the way.

Back on the Ferris wheel, Louise and Graham remain in their seat. They fearfully notice that the bolts connecting their seat are beginning to unscrew by themselves! Graham points it out, contradicting what she said earlier. Then everyone else begins to panic as well. Graham keeps on saying that they're going to die.

Back in the tunnel of love, the skeletal zombies keep reaching for Rachel and Gavin. She screams as they reach for them growling. Gavin tries to protect her by telling them to get off and push them away.

Back on the Ferris wheel, the bolts continue to manually unscrew by themselves. Graham continues to say that they're going to die. Even Louise is beginning to become scared now.

Back in the tunnel of love, Gavin continues to ward off the skeletal zombies. As Rachel screams for her dear life.

Akiko and Josie, are now at the end of the park. They attempt to hide inside a tent. Then a contortionist clown startles them saying: "Boo!". They stand up startled and scared. Now those four clowns show up and they have them cornered.

Back in the tunnel of love Rachel continues screaming for her life, crying for help. Gavin is getting tired warding them off. Suddenly the skeletal zombies all hiss. Then they all drop down in the tracks. Revealing to be robots.

Back on the Ferris wheel, Louise and Graham and terrified. Suddenly the bolts for their seat all screw themselves back in. Then all of the lights in the carnival all come back on. Everyone is shocked. Some are speechless, or just lost for words.

Now the clowns speak to Akiko and Josie. They are very friendly and polite. They remind them that upon entering the carnival they agreed to do no filming on either a phone or a camera. Therefore they have no choice but to forfeit their cellphones. Akiko believes this to be a fate worse than death. Still they reluctantly forfeit them. Then the clowns thank them. Then they ask them to have a fun night at the Carnival of Doom.

Suddenly everyone at the carnival, including Graham and Louise all realize that this was: All part of the show!

The people getting out of the tunnel of love realize this too. Rachel and Gavin both try their best to calm down and laugh it all off. They try their best to understand this as well.

Meanwhile, Josie tells Akiko that this is becoming too much for her. So she decided to leave. Akiko asks her what they will do about Adam. Josie tells her that it could have been anyone, that she saw on her phone. So she turns around and leaves. Akiko is mad at her, for abandoning her.

As the carnival wraps up, Rachel and Gavin meet up with the others. Graham says that they thought they were going to die. Until they realized that it was all part of the show. Gavin responds saying that he and Rachel had pretty much the same experience.

Akiko tells her friends that they had recorded the show and got footage of Adam. Until the clowns confiscated she and Josie's cellphones. On the speaker, Bartholomew announces that the carnival will close in five minutes. Hearing this, Rachel says that she isn't leaving. Until she finds Adam.

Akiko sees her brother passing by. She apologizes for not calling him back earlier. Hearing this he seems to have no recollection of anything his sister told him before coming to the carnival. Almost if his mind has been wiped. He has no memory of coming to the carnival on she and her friend's tip off. Or to search for Adam Lynch. He says that he only came to have himself a good time. Then he tells his sister to make sure that she and her friends get home safely. Akiko says that was mega creepy. So they will all be coming back tomorrow night, to get to the bottom of this. They all nod their heads in agreement.

Then they all leave. Rachel looks troubled. So Gavin asks her if she is all right. He promises her that they will find Adam. She nervously asks him that after they do find him, if they're going to cut her loose. She explains that she overhead Akiko and Louise talking the other day. In regards to a vote on it. Gavin tells her no. It is just that after she joined, everything got crazy so fast. Akiko was just being protective. Since she cares so much about them. He tells her it wasn't personal. Upset she says that it still felt personal.

Gavin then shows her the pocket knife. He explains that when an older kid in the group graduated, he passed it down to him. Apparently the pocket knife had been passed down in the Midnight Society for decades. He explains that he was once the new kid in the group as well. But that older kid always wanted to remind him that he did belong. Gavin now passes it down to her. Now he promises that as long as he is in the Midnight Society, he will make sure that she will be also. Hearing this she smiles, feeling reassured. She thanks him.

Gavin then asks her if he can walk her to school in the morning. She smiles saying absolutely. Finally they both go home.

The next morning, Rachel tells her mom that she and Gavin will be walking to school together. She hears the doorbell assuming that is him. Instead a handsome man named: Theo is at the door. He explains that he is Gavin's dad (Mr. Coscarelli). He is wondering where his son is. Since he wasn't at home, when he woke up this morning. So if either of them hear from Gavin to let him know right away. Mrs. Carpenter has developed an immediate crush on Mr. Coscarelli.

After saying goodbye, Mrs. Carpenter can see that her daughter is upset. Rachel mentions that Mr. Tophat must have kidnapped Gavin, after leaving the carnival. Hearing her daughter mention "Mr. Tophat" and the word "Carnival" her mom seems to have completely forgotten about it. Almost like the whole thing had never happened. Suddenly she looks at a copy of her missing person flyer. Much to her horror, it has been magically altered! It now says that Gavin Coscarelli is the missing child! With shock she tells her mom she needs to get to school right away.

After she is driven to school, she runs inside as fast as she can. She find Louise and asks her what they did last night. Louise has completely forgotten. Louise says she stayed home last night, and went to bed early. As she runs off, Louise asks her is she has seen Gavin.

She runs off to find Graham. She asks him if he remembers the Carnival of Doom. He says yes. Which at first makes her feel relieved. Until he mentions a classic similar movie. Which starred Bela Lugosi. He has no recollection of last nights events either.

Then she leaves school. She rides her bike all the way over to where the carnival was. Then much to her horror, the carnival has now vanished.


Rachel is so upset, that she begins to hyperventilate. She tells herself that this has to be a dream and a nightmare. She attempts to calm herself by repeating to herself a couple of times: It's all part of the show. Then she sees a dark small scorpion walking by. She stomps in it, killing it in its tracks. Then she says out loud: I'm going to end this!

  • This was the first time any version of the Midnight Society was shown holding a meeting in the afternoon.
  • One of the carnival-goers wears a mask of Zeebo.
  • 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.