Are You Afraid of the Dark Wiki

The Tale of Mr. Tophat and the Carnival of Doom is the story told by Rachel in the first episode of the 2019 Are You Afraid of the Dark? miniseries.


Story Cast[]

  • Nevis Unipan as Story Girl
  • Matty Finochio as Story Father
  • Laura Bertram as Story Mother
  • Robert Mann as Ticketing Clown
  • Michael Adamthwaite as Bartholomew
  • Rafael Casal as Mr. Tophat
  • Summer Barkwell as Mean Girl #1
  • Kristina Plant-Vega as Mean Girl #2


Rachel tells her story. The story begins when a little girl (the same one crying out to her for help from her nightmare) is being taken to a carnival with her Mother and Father. It was called: The Carnival of Doom. Her parents promised her that it would not be scary. Instead they promised her that it would be fun. But what they didn't know was that she liked being scared. Her parents were amazed that the admission was free. It was almost liked it sounded too good to be true. But the clown ticket vendor assured them that it was free for this night only.

Until that night, the little girl enjoyed getting scared. But after that night she never set foot into a carnival ever again!

The first frightening thing that she saw, was when the clown ticket vendor looked at her. He smirked at her. Then opened up his sunglasses to reveal to her that he had no eyes! She screamed at the sight of this. Then tugged on her mother's sleeve crying for help.

Meanwhile a chubby masked male Midnight Society Member interrupts Rachel. He was shocked to her that the clown had no eyes. She assured him that he indeed had no eyes in his eye sockets. Hearing this Rachel tells him that if her story is getting too scary, then she could tone it down for him. Hearing this he nervously laughs it off. Then he fibs saying that it does not sound scary enough. Then a masked female Midnight Society Member tells Rachel to continue.

Rachel continues saying: Then she tugged on her mother's sleeve crying for help. She told her mother what she saw and to ask she and her father to ask the clown to explain himself. The girl along with her parents went back to the clown ticket vendor. The Mother asked him he would mind opening his sunglasses. The clown was more than happy to oblige. So he opened his sunglasses. This time he revealed that he did have eyes. She was shocked and skeptical to see this. The Mother told the Father that she was letting her imagination get to her. Then the girls Mother asked her if she wanted to go. Since the carnival was becoming too much for her. Afterwards her Mother promised her that nothing bad would happen that night. And that she could trust her.

Rachel then tells everyone that if only the Mother knew how wrong she was.

Soon the little girl and her parents heard an announcement. It was that the night's spooky festivities were about to begin. So everyone was asked to enter the big tent. They sat in the audience, where the little girl sat nervously. She just starred onwards.

Inside the tent, an intimidating man appeared on the stage. He was bald, bearded and he was missing an arm. He welcomed everyone to tonight's main event. He introduced himself to be Bartholomew. He then introduced the master of ceremonies and the king of the carnival. Emperor of the night, and friend to no man: Mr. Tophat. Everyone enthusiastically cheered and clapped as Mr. Tophat entered the stage. He was the same Carnival Barker from Rachel's nightmares.

Mr. Tophat cordially welcomed everyone to the Carnival of Doom. Everyone sounded pleased and applauded. Then suddenly all the lights went out. Bartholomew told everyone it was just technical difficulties and things would be fixed soon. The light girl became nervous and panicked. She asked her parents if they could go just home. Suddenly as she turned around, she was face to face with Mr. Tophat, as the lights came back on. He told her that it was all right. She screamed and backed away.

He was impressed saying that she could use a scream like that later on. Mr. Tophat told everyone to not be alarmed. Since everyone then would be seeing, was all going to be part of the show. Then he she said that they may experience things at the carnival that may shake them down to their very core. But to just remember that it is all part of the show. Mr. Tophat began to seem friendly. He politely gave her parents a peck on the cheeks. They were both smiling and laughing. Even the little was beginning to smile and laugh. She was now convinced that everything that the saw and would be seeing, was all going to be part of the show. Now she began to calm down, relax and enjoy herself.

Mr. Tophat then announced that the real fun was about to begin. Then briefly both Mr. Tophat and Bartholomew laughed together insanely. Then Mr. Tophat explained that outside the tent, there was rides, food, thrills and danger. Whatever they can possibly want, and could feel. But to remember. How real it may seem: It's all part of the show! Afterwards everyone clapped. She smiled in excitement. She and her parents then went onto some rides. Before they began the little girl went to the bathroom.

Rachel explains that Carnival of Doom was too big for someone so small. One wrong turn could lead her to a place where no child was meant to be.

Along the way she nervously bumps into a man on stilts. He laughed it off and kept on walking. Then she passed by a snake handler. Finally she encountered Mr. Tophat. He was sitting on a stool by a lantern. She called out to him. Then he viciously said: "Hello". He slowly picked up a dangling little scorpion. He raised it to his mouth. Then he began to eat it. She fearfully observed this. Then she asked him it was also part of the show.

Slowly she fearfully observed many more scorpions escaping from his pant leg. As Mr. Tophat just sat there and grunted. Then he turned around. In maniacal tone he asked her: "What's wrong little girl? I though you like being scared!". As he began to laugh she screamed and ran for her life.

Once again Rachel is interrupted by the chubby Midnight Society member. He cannot believe that scorpions were crawling out of his pant leg. Getting a bit exasperated she says yes. He quips that Mr. Tophat actually ate one. When the same Masked female Midnight Society member throws something at him. She gets annoyed and tells him: "Just let her tell the story Graham!".

Hearing this, Rachel now realizes that the guy who keeps interrupting her is really Graham. He nervously denies it. He says that he is a different Graham. She grins to him saying that she likes the Graham that she already knows. Then she is asked to continue.

As Rachel continues she says that the little girl only made matters worse. She ran into the two meanest girls from her school. They taunted her telling her in a patronizing tone that she looked scared. Also that she was going to cry. She begged them not to go back there. They ask her if she didn't think they could not handle it. Since they weren't babies like she was. Then they told her that they would tell everyone at school, that she could not handle the carnival. She tried to explain to them, as she was too scared to speak, that Mr. Tophat was back there. Also that he was evil. Hearing this, they just laughed it off and didn't believe her. Addressing her as a baby they reminded her that it was all part of the show. So they ignored her warning and went back there.

Rachel explains that the little girl watched them leave, hoping that she was wrong. She hoped that they would be safe.

The little girl found her parents. She explained to them what she saw. She begged them to go over and see for themselves. Also to see if those two girls were still there. They never did, and she just knew that they weren't safe.

The next day, her memories from the previous night had all felt like a nightmare. Instead of something she actually experienced. Now she felt grateful that it was all over.

At breakfast the following morning, the television was on. A breaking news report came on. It said that two middle school girls had been reported missing. She slowly walked to the television to see their picture. She immediately recognized them: The two mean girls from the carnival!

She now feels guilty and tells her parents that they were at the carnival. Also she had warned them not go in the back. Hearing this her parents have seemed to have forgotten all about the carnival. Almost like the events of the previous night had never happened. She was shocked to hear this. She reminded them that they all went there. Still they now seemed to have no clue as to what she was talking about.

She bolted to the door, got onto her bike and rode over. When she arrived to where the Carnival was, she starred in shock. Where the carnival once was, was nothing but open road and forest. No tire tracks, display stand markings in the ground. As well as no tent poles or holes in the ground. As she stood there, things began to spiral around out of control from the shock.

Also nobody in town even remembered it. Not her parents, neighbors, friends, teachers or classmates. Eventually she forgot all about the carnival as well. And the man in the Top hat faded from her memory.


Rachel ends her story by saying that the two girls were never found. Then she ends it by saying: The end.

  • This was the only time Rachel told a story.
  • This is the second story written by a Midnight Society member that proves to be more than make-belief. This previously happened with Gene's story "The Tale of the Silver Sight", which was later investigated by his grandsons Gary and Tucker and the Midnight Society of the time.
  • This is the only story known to have been an almost complete retelling of a past experience. Everything in "The Tale of Mr. Tophat and the Carnival of Doom" happened to Rachel earlier in her childhood. The only deviations are that the girl in the story has no name and her mother is portrayed by Laura Bertram rather than Fiona Vroom. The mean girls who go missing in the story are announced found in the front page news after the defeat of Mr. Tophat in "Part Three: Destroy All Tophats".
  • This is the only story told to the Midnight Society that is deliberately forgotten by those who heard it. This is due to Mr. Tophat's spell causing only Rachel to remember the Carnival of Doom.
  • This segment of "Part One: Submitted for Approval" contains the longest gap between a cast member's appearances in the series. Laura Bertram portrays the mother in "The Tale of Mr. Tophat and the Carnival of Doom", just short of twenty-four years since her last appearance as Laurel in "The Tale of the Mystical Mirror".