The Tale of Many Faces
Season 7, Episode 12
Air date June 4, 2000
Written by Alan Kingsberg
Directed by Lorette LeBlanc
Episode guide
The Tale of the Time Trap
The Tale of the Night Nurse

The Tale of Many Faces is the Twelfth episode of the Seventh season of Are You Afraid of the Dark?, as well as the Ninetieth episode in total.


Midnight Society Cast

Story Cast


The night begins, with Vange playing around and roaring in a spooky skeleton mask. She laughs taking it off and says how much show loves masks, because when you put one on it changes who you are. She gives Quinn a clown mask and tells him he can be goofy. Then she hands. Megan a masquerade mask and tells her she can be glamorous.

Next she gives Andy a facial mime mask and tells him he can be mysterious. Then Tucker jokingly asks her is she has any masks to make one look taller. She says no, but she has one that might make you feel sick, she gives him a frightening monster troll mask, and he happily puts it on and wears it. Andy says he really likes the clear masks that changes your face just a little bit, because they are very creepy.

Vange, sits down on The Storyteller's Chair. Then she explains that the thing about masks, is that they can let you be whoever you want to be, but underneath it, you are still you. Just no one can tell, because they can't see beneath the mask. 

Vange then explains, her story is about the horror  of losing what's behind the mask. Behind the mask is the one thing that makes us different from everyone else, which is our personality. If we lose our personality, nobody would know us and nobody would care. We would be all alone, and forgotten!

Vange throws in the campfire dust to make the fire more intense while she submits her story for approval of The Midnight Society. She calls her story "The Tale of Many Faces" and begins her story.


Vange, tells the story. The story begins with a photo shoot. A french photographer named Jacques from a magazine company named Spree, is holding auditions. First he takes photos of Emma, who is a pretty teen model with brown eyes and short reddish brown hair. Emma has a lack of confidence in herself, and doesn't make the cut. Then next, Emma's friend Jessie auditions, she is a gorgeous brunette, with long hair and striking brown eyes. Jessie nails the photo shoot, and is chosen by Jacques to be the next Spree Sweater girl. Jessie is thrilled and all her friends are happy for her, but Emma walks off disappointed.

Then in the dressing room, Jessie comforts her and tells her she'll make the next cut. Also to not give up because she's beautiful too. Emma doubts herself, because she has thin lips and a slightly big nose. Suddenly a gorgeous blonde girl appears, she tells Emma that she is indeed beautiful. She asks her if she's interesting in performing in the theater. Emma is awestruck hearing this and says that she's only dreamed of doing it. The girl explains she's a talent scout, from "The Madame Visage Theater Company", she gives Emma her card and tells her to come and check the place out if she's interested.

Feeling she has nothing to lose, Emma goes to theater. When entering the building, it's very quiet. She meets a teenage girl with short hair, wearing a light blue housecoat and a porcelain mask. The teenage girl seems very nervous and walks away. She Meets another blonde girl in the same mask, but a green house coat. This girl is very hostile, asking her what she wants. Emma explains that she's come to see Madame Visage. Emma is lead the way and asks her why they are wearing the masks, she is told that they're rehearsing a play.

Emma, is shown to the dressing room. Soon she's greeted by Madame Visage, who's a gorgeous woman, wearing golden silk robes with feather trim and a golden turban. She asks Emma if she's still interested in joining her theater. Emma says that she is. Therefore Madame Visage inspects her face, seeing great potential, saying she'll be perfect for the lead role in her new play. She advises Emma to properly prepare for it, by constantly using her special face powder. Madame Visage, explains it was created over three hundred years ago. The powder, conditions the skin, giving it amazing properties. Emma can just see by looking at Madame Visage, that she's living proof that the powder works. So she is more than convinced to try it. Madame Visage tells her to use the powder constantly, before coming back the next day.

After, Emma leaves Madame Visage goes to deal with a disobedient worker. The girl (girl #90) is the same nervous short haired girl Emma saw earlier. She is very nervous and trembling with anxiety and hyperventilating. She is held in place by two other masked girls. Madam Visage, asks for the "Punishment Book", The poor girl cries and screams bloody murder and isn't seen again.

The Next day at Spree, Jessie is posing beautifully for her pictures, when Emma stops by. Emma's skin is now glowing and she looks radiant. Jacques doesn't recognize and is stunned by her beauty and how he ever overlooked her the other day. Emma, begins posing as Jacques takes pictures of her posing. Jacques, is so impressed and convinced with Emma's new found beauty, he chooses her to be the cover girl for Spree magazine. Emma is rejoiced and Jessie is so happy for her they hug and everyone else claps.

In the dressing room, Jessie asks her how she improved her appearance so soon. She tells Jessie, it's from using the special face powder given to her from Madame Visage, who wants her as the lead in her next play. Emma says goodbye to her and heads back to the theater. When Emma is back in Madame Visage's dressing room, she excitingly tries to explain her good news her. However Madame Visage, isn't paying attention or even seems to care. Because all she's interested in, is how much better Emma's face is becoming.

Madame Visage, claps her hands saying Emma is ready, and two masked girls enter the room. The girl in the green housecoat from before and some other blonde teenager. The girl unlocks a cabinet, and gives Madame Visage a special book. The book contains life like pictures of many girl's faces. She explains to Emma that they are her "other" faces. Emma thinks she means pictures of other actresses she's worked with. Emma is excited, saying someday she hopes she'll soon be in the book too. Madame Visage tells her " Sooner than you think. "

Madame Visage then tap her face, and taps the book. Then her face literally appears in the book. The two masked girls hold in restrain. She turns around to approach Emma, who is horrified to see that Madame Visage has no face. Madame's face has a pale blank complexion, no pigments, nose, lips or eye color. She is a terrifying site, Emma screams as Madame Visage slowly approaches her and touches her face. When touching it, her face instantly transfers onto Madame Visage. Then watching in the mirror, Emma watches with horror to find our her face has been stolen and she now belongs to Madame Visage as a slave.

The girls are forbidden to use names and refer to each other by numbers. The girl in the green housecoat is #66, who seems to be a head girl and trusted assistant to Madame Visage. The blonde girl is #87. The #87 gives her a blue housecoat and a facial mask to wear.

Jessie has curiously followed Emma to the theater to meet Madam Visage and try out the powder for herself. She calls all around and gets no answer. Until suddenly she bumps into Madame Visage who, Jessie believes is Emma in costume rehearsing. Seeing her as a next potential victim, Jessie is lead to the costume room and gratefully allowed to begin using as much of face powder as she wants.

Emma asks #87 why all the other girls faces were taken. She is told that Madame Visage, is a powerful malevolent witch. A witch who has been stealing girls faces to stay young for centuries. Also she doesn't just want the faces to stay young, she also uses the faces for acting in her plays. The captured girls are her slaves. They now willingly assist Madame Visage and help make her costumes. Also she explains that Madame Visage can't be stopped, because she is too powerful. If they don't obey her, she'll kick them out, where everyone else who sees them may laugh ridicule them. The only worse fate is being trapped into the punishment book, because once inside it they'll never be seen again.

Emma and #87 form an immediate bond, She encourages her to remember what she looked like. Then #87 decides to show Emma, her face in the book. Emma is Shown #87's face and explains that without a face, no one can understand your emotions and how you feel and soon enough you just stop caring and give up. Emma then helps her remember that her name is Lizzy, and tries to encourage her to use her name again. Emma notices a cabinet nearby that's locked. Then #66 catches them, and prepares to report them for snooping through through the books. Realizing #66, has the cabinet key she fights her for it and swipes it, in return #66 runs off to report to Madame Visage. They unlock the cabinet, to find it contains the punishment book. The book is filled full of many captured girls in pictures of them screaming. Also a small old brown binder is found, it's contains the face of a elderly woman. This is assumed to be Madame Visage's real face.

Madame Visage, keeps encouraging Jessie to keep using the powder. Then #66 reports to her, Jessie finds her to be a little creepy. Madame Visage goes to take care of the situation. Emma and Lizzie are trying to run away with the punishment book, but there are girls everywhere they turn. Madame Visage corners them, she tells them that and their punishment will more severe than imaginable. Emma stands up to her and tells her that she can't steal peoples faces and she may have their faces but they're still the same person. Madame Visage scoff at her and says a face is who you are and she's been getting away with it for centuries. Emma tells her she's wrong and is gonna stop her once and for all. Therefore she throws the punishment book into the fireplace.

When it's was thrown in #66 screamed no! (possibly she has friends and family trapped inside) Madame Visage laughs and retrieves the book, claiming it can't be destroyed so easily. Then Emma and Lizzie are restrained by the other girls. Jessie is present now and thinks things are getting really weird. Emma and Lizzie and brought to the dressing room, each restrain by two girls. Jessie is getting really freaked out and wants to leave. Emma explains to her that isn't her. Seeing this Jessie is really freaked out now, but can't leave because now she is held in a restrain too.

Madame Visage stands before all the girls and explains that the two girls broke her rules and are going to be sent to the punishment book. Emma tries to encourage the girls to try and remember their names and to fight back. Emma then explains that their faces may have been taken, but their still who they always were and they don't have to live this way. Suddenly Lizzie steps forwards and says her name and that she has a brother named Bill and a dog named Maggie. Then #72 says her name is Kayla, #83 says her name is Hillary and she misses her parents. Madame Visage is furious having repeatedly told them all to be quiet. and demands the punishment book but Kayla won't give it to her.

Madame Visage, takes it herself. Then she taps Lizzie, who in a flash disappears into the punishment book. Next Madame Visage closes in on Emma. She tells Emma, the girls and the faces are all hers and she owns them all. Then just before she reaches Emma, #66 realizes the truth and stands up to her and says her name is Lorette and she doesn't own her. Then two girls tightly hold Madame Visage in a restrain. Lorette and Emma decide it's time to give Madame Visage her real face back. Emma walks up to Madame Visage with the binder with her original elderly face. Madame Visage begs her not to, because the face is three hundred years old.

Then Emma taps the face onto Madame Visage, and her true old age is restored. Then suddenly she plops down on her desk and faints. When Emma checks on her, she has instantly died from old age and has become a skeleton. Jessie who has seen the whole thing is just shocked and speechless.

Then slowly Emma and the rest of the girls take off their masks. They're all ecstatic and rejoiced to find out they have gotten their faces back. Emma recognizes Lorette saying she knows her. Lorette apologizes for Madame Visage using her face to lure her to the theater, and Emma and Lizzie hug. Meanwhile, Jessie is puzzled as she looks through what used to be the punishment book which is now just full of blank pages.


As Vange ends her story, she says that it doesn't matter what mask you wear, beneath it, you're still you and no one can ever take that away, and says "The end".

Then her four friends sit there wearing their masks and don't acknowledge her. She is a little nervous saying that she said "The end". The her four friends slowly get up and walk up to her. Vange is getting scared and tells them that they are starting to creep her out.

They slowly walk up to her, and she tells them to stop over and over again. Finally, they take off their masks and tell her it was a good story and begin laughing, Megan says "Boo! We gotcha!" Vange says "Very funny." and smirks.

  • One of eleven episodes where the New Midnight Society didn't leave and douse the fire with the water-bucket (the last shot was of Vange after the others joke on her).
  • Sarah Edmondson, who portrayed Emma, previously appeared in the episode "The Tale of Bigfoot Ridge" as Gina.
  • Martin Watier, who portrayed Jacques, previously appeared in an episode of the original series a few years before. He first appeared in "The Tale of the Dangerous Soup" as Paul.
  • Irene Contogiorgis, who portrayed Girl #90, previously appeared in an episode of the original series. She first appeared in the episode "The Tale of the Night Shift" as The Beautiful Girl. Also, she co-starred in that episode with Elisha Cuthbert portraying The Young Girl.
  • Amanda Gay, who portrayed Girl #87/Lizzie, previously appeared in an episode of the original series. She first appeared in the episode "The Tale of the Unfinished Painting" as Jenna.

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