Are You Afraid of the Dark Wiki
The Tale of Train Magic
Season 4 , Episode 13
Air date January 21, 1995
Written by Gerald Wexler
Directed by D.J. MacHale
Episode guide
The Tale of the Unfinished Painting
The Tale of the Dead Man's Float

The Tale of Train Magic is the Thirteenth episode of the Fourth season of Are You Afraid of the Dark?, as well as the Fifty-Second episode in total. Also, this episode was the Season Four finale.


Midnight Society Cast[]

Story Cast[]

Special Guest Star[]


The night begins with Gary, Tucker and Betty Ann working on getting the campfire going. Sam is pacing back and forth impatiently asking them all where Frank is? Sam complains saying, "He's not coming! Did he call you?" Kiki says, "Last I heard he was". Betty Ann says "Maybe he's grounded again". Tucker comes in and drops a heavy load of logs for the fire, says "Or maybe he chickened out about coming alone, he is afraid of the dark."

Sam, getting fed up of waiting so long says that he should have called and grabs her knapsack and leaves. Then she stops in her tracks as she sees a light flashing at her and hears the sounds of train tracks. Everyone else comes to her side to see what it is. Then it's Frank who comes walking in holding a flashlight and a battery-powered boombox stereo making the train sounds. He tells Sam "Relax because not everyone runs on the same schedule as you!"

Sam, a little annoyed, tells him "Cute!" and then goes and sits down. Gary say it's cool that they're going to hear a story about trains. Frank sits down on the Storyteller's Chair, and say that's not all, His story is also about wanting something really bad. So bad it's all you think about, and nothing else matters. But when you're finally get close to it, you can see the light at the end of the tunnel. Then you've got to watch out, because that light could be on the front of a big old train coming straight at you and you might have no place to run!

Frank, throws in the campfire dust to make the fire more intense while he submits his story for approval for The Midnight Society. He calls his story "The Tale of Train Magic" and begins his story.


Frank, tells the story. The story is about two brothers: Tim Williamson and Hank Williamson. Recently their father had died, who was a Train Conductor. Both boys were coping with their father's death in their own way. Hank was dealing with it properly more and more as time went on, he was an average teenager who enjoyed playing sports and other activities for boys his age.

His younger brother Tim on the other hand wasn't so much into sports. He loved trains and knew everything about them. He had a huge impressive model train set. It looked like the scenery of a mountain. He was always playing with it down in the cellar. Also he was always hanging out and helping at the Central Train Station. The same place where their dad worked. He liked to be around real trains just like their dad was.

One night, Tim and Hank were walking home on the train tracks that are near their house. Hank complains because he's trying everything to sign Tim up for the baseball team. But Tim doesn't care and never shows up for the tryouts. All Tim wants to do is play with his train set and hang out and help at the train station. They have an argument about Tim not doing anything productive, and Tim always wearing their dad's conductor's hat. Then Hank accidentally knocks it off and the wind blows it further down the tracks.

When Tim goes over to retrieve it from the fog, someone calls him by his name. The man is an old train conductor. He is holding an old-fashioned lantern. He tells Tim his name is Ray Lawson, and that he is the conductor of the 713 train. Which passes by every night, on track #1. He tells Tim that he has seen him on the tracks every night, and he's had his eye on him. Ray tells him that knows he wants to be a conductor. Then he tells him the 713 will be by soon and offers him his watch. He tells him that every conductor needs to have a watch. So if he takes it he can become a real conductor, just like him.

Tim is almost in a trance, slowly reaching out for the pocket watch. Then Hank calls for him asking him what's taking him so long. He tells Hank that he was just talking to a conductor. But when he turns around the conductor is gone. Hank now thinks that the conductor hat is on too tight. So now he is going nuts.

The next day Tim is at the train station again. He is helping his friend Cap Anderson: a maintenance worker who helps around the station. He is also an expert on trains. After helping carry luggage for Cap, he asks him what he knows about the 713 trains. The one that passes by on the tracks near his house. Cap laughs saying that if it went by it would be a miracle. Because no trains have gone by on those tracks in about 50 years. Since there are so many highways for driving now. Tim then helps the Station's Conductor make the final announcement. It for all passengers to board the train before it takes off.

Later, at their house Hank goes to the backyard. Just then Ray Lawson drops by and asks Hank to give Tim a gift from him. The gift is a part of a model train set. Which is a passenger car. When Hank calls for Tim, he turns around and Ray Lawson has disappeared. Tim, looks inside of the toy passenger car and he is very impressed with the detailed artwork and sculpting. He can even see that there is a conductor and passengers inside of it. Tim then attaches it to his train and turns his train set on.

Then suddenly, the sound of a train whistle blowing is heard, and it is getting louder and louder. Then all the lights start blinking and all the furniture begins to shake. Suddenly the room is filled full of bright light. When the light clears, Tim finds himself inside of a train. Where he meets several other passengers. He meets a soldier, a Gambler (who is eager to have someone knew to play poker with), and a Woman with a parasol. They all are dressed in old-fashioned clothes, and their skin is slight bit pale. They complain that Tim has no ticket. So he can't ride the train without a ticket.

Ray Lawson, meets with them and tells them that Tim is going to be the new conductor. So he doesn't need a ticket. He also tells Tim the passengers will be his responsibility now and tries to hand him his watch. Tim is shocked and scared to hear this. Now he runs over to the wall and pulls the emergency break, when Ray begs him not to pull it. Then suddenly, he has fallen on the floor back in the cellar of his house. Meanwhile the toy passenger car has fallen off the tracks and it is slightly smoking.

The next day, he tries to tell Cap Anderson everything that happened. Cap tells him it might have been a dream. Or it could have been train magic. Cap explains to Tim that most people only see trains as big old machines. Trains have more than that, they have their own language. The sound of wheels on metal and sharp whistling and the pure sound of bells. This is a train speaking, if one knows how to listen to it. In his office Cap then explains to Tim that a conductor's watch has the most train magic in it. Because nothing is more important to a conductor than keep track of time.

Cap Anderson, explains to Tim what was done many years ago before radios were invented. The station operators would leave messages for conductors on polls by the sides of the tracks. The Conductor would have to keep an eye out for a message. Then pick it up as the train drove by. Also back in that time, if the train needed to cross into the opposite tracks, the Conductor had to stop the train himself. He had to pull the railroad switch to change the tracks.

Then in 1915 (80 years ago from when this aired) Ray Lawson who was the conductor for the 713 train. He was given a message to stop his train and change the tracks at switch 224. This was because, further up ahead there was some work being done on the train tracks. However, Ray forgot to check his watch and fell asleep, so he never got the message. The tracks were not switched and the train derailed. It crashed, killing him and everyone on board.

Tim tells Cap he realizes that switch 224 is on the train tracks near his house. So the train must have crashed into his house. Hearing this Cap is really worried for Tim. He tries to shoo him away telling him to go and play video games or baseball. And just to stay away from trains and sends him home.

Cap, heads over to the train tracks, to approach Ray Lawson. He demands that he leaves Tim alone. Ray refuses saying he is going to be the new conductor. Then he hypnotizes Cap to become a passenger to ride on his train to lure Tim to come back. Tim saw everything happen from the bushes nearby. So he runs home in a panic. When he gets home Hank has just rented the video game Zeebo's Big House. Now he wants Tim to play it with him. Tim points out to Hank that Cap is now trapped inside the toy passenger car. Hank looks at it and realizes that the mini figure inside the passenger car does look like him. Hank thinking it's a joke, asks it if he still hangs out with his crazy brother.

Suddenly Tim's train set goes off automatically. Now they're both shocked. Tim figures out it's happening because the time is 7:13 pm and the 713 must have just left the station. He then begs Hank to listen to him and help him. Because Cap is now trapped inside of the 713 train. So when it crashes Cap will die. After realizing how serious and sincere Tim is acting Hank listens to him and agrees to help him.

Hank reluctantly agrees to wait by switch 224. To manually switch the train tracks when the 713 comes by. Hank thinks it's crazy because there hasn't been a train on the tracks for 50 years. Still he goes along with it anyways thinking it will make Tim happy. Tim turns on his train set and re-enters the passenger Car of the 713 train. Tim finds Cap Anderson sleeping in a chair in the back. So he tries to wake him up but he won't wake up. Tim runs over to the emergency break and tries to pull it. He pulls it several times and it doesn't work and he panics.

Ray tells him that he disconnected it. Meanwhile Hank gets the shock of his life when he sees and hears the train coming along. Hank panics as he tries to pull the jammed railroad switch. Back in the train Ray Lawson asks Tim if he thinks he would really leave the emergency break on. And make the same mistake twice. Also he closes in on Tim, throws away his Conductor's hat saying he won't need it anymore.

He approaches Tim and tells him since he loves trains so much, now he's going to get his own. He then tells him that in just a few more seconds The train will crash. Just like it crashed in 1915 and has been reliving the accident every night since it happened right on time. Then he laughs an insane laugh. Meanwhile Hank is still trying to switch the railroad switch. But it is still jammed, and the train is getting closer.

Ray tells Tim he made a mistake, and he's been trapped in the train ever since. But it doesn't matter because now he'll be gone. So now he plans to switch places with Tim and get his freedom. He once again offers Tim his pocket watch. Now Tim is once again in a trance and finally he accepts it. Suddenly, Tim is now wearing an official conductor's uniform. Then Ray laughs an insane laugh telling him to take care of his train. Meanwhile the train is just about to come by. Now Hanks really struggles as he still can't move the railroad switch.

Tim is still shocked that he's become the conductor. Then Cap wakes up from his sleep and tells him that it's train magic, of the worst kind. This encourages him to stand up to Ray. He calls out to Ray, and tells him that it's not his train and they're getting off. He drops the pocket watch and stomps on it. Then at the same time Hank has finally pulled the railroad switch. Hank falls back on the ground. Just as the ghost train comes speeding through in a flashing blinding light.

Tim and Cap are both freed, and all the passengers' spirits are now freed too. Tim tells Hank that he did it, he switched the train from track 1 to track 2. Just like the conductor was supposed to do 80 years earlier. When Hank asks what conductor, Cap point out to Ray's ghost and says that one. He explains to them Ray doesn't have a train or a watch anymore. He has nothing and now he is left to wander up and down the train tracks forever. Tim tells Cap that he doesn't think he'll be coming around the train station for a while. Cap smiles and is happy to hear this. Now he tells him that he looks forward to seeing him play baseball. Hank, still a bit confused, asks him what just happened here. Tim says he just got rid of a couple ghosts.


As the story ends, Franks tells his friends and the viewers that Tim learned about two kinds of magic. Train Magic, and the kind of magic that happens between brothers and friends. Frank then turns his boombox back on to play the Train sound effects again. Then everyone tells him it was a good story. Then Gary declares their meeting closed and puts out the campfire, and everyone heads for home.

  • Frank's last story. However, the book series later had stories by him, such as "The Tale of the 3 Wishes" and "The Tale of the Horrifying Hockey Team".
  • Frank's second story to not include Dr. Vink.
  • Also Frank's last appearance. In the beginning of the next season, Gary announces that he and his family moved away.
  • Seeing as how Frank & Sam have gotten really close now and since "The Tale of the Closet Keepers", it's possible that Frank and Sam originally were going to end up as a couple. However since Frank left the show before "The Tale of the Dead Man's Float" this idea was dropped and the concept of Gary & Sam as a couple went along instead.
  • Jesse Moss, who portrayed Hank Williamson later reappeared in the series again in the the episode "The Tale of C7" as Jason.
  • Jesse Moss' character may have been slightly based on the singer Hank Williams Sr, who was a country singer who sang some songs about trains.
  • Susan Glover, who portrayed The Parasol Lady, had previously appeared in the series before as Olga in "The Tale of the Thirteenth Floor".
  • Gregory Smith, who portrayed Tim Williamson, would later appear as Simon "Sport" Rocque in Nickelodeon's first movie Harriet the Spy in 1996.
  • Colin Fox, who plays the conductor in this episode, also plays a conductor on the TV series Tales From the Cryptkeeper in the episode "Transylvania Express".
    • Colin Fox appeared on the Goosebumps TV series as The Shopkeeper in "The Haunted Mask", as well as "The Haunted Mask II".
      • Colin Fox was also known later on for his portrayal as Charles the Butler in television series The Zack Files.
        • Colin Fox and Daniel DeSanto appeared together in the Disney movie Phantom of the Megaplex.
  • Terence Bowman, who portrayed The Gambler, later reappeared in the series revival. Next he portrayed Bob/Maintenance Man, in "The Tale of the Stone Maiden".
  • This was the fourth time that Zeebo was mentioned after "The Tale of Laughing in the Dark". The first time was in the "The Tale of the Lonely Ghost".The second time was in "The Tale of the Whispering Walls". Then the third time was during "The Tale of the Crimson Clown". The fifth time Zeebo would be mentioned again would be in the episode "The Tale of the Mystical Mirror".
    • This is the 2nd time the Zeebo's Big House Game was mentioned, after Crimson Clown.
  • DJ MacHale has stated that this is one of his favorites, and he feels it doesn't get enough attention.
    • When he first saw the script, he loved it so much that he knew had to direct it. He saved it for the end of the season and while he assumed he would be too tired to direct it at that point, he was still able to do it because he was so excited about it.
    • He also said this was one of the most fun to film as he got to played with model trains and full sized trains.