Are You Afraid of the Dark Wiki
The Tale of Watcher's Woods
Season 3 , Episode 3
Air date January 22, 1994
Written by Gregory Kennedy
Directed by David Winning
Episode guide
The Tale of Apartment 214
The Tale of the Phone Police

The Tale of Watcher's Woods is the Third episode of the Third season of Are You Afraid of the Dark?, as well as the Twenty-Ninth episode in total.


Midnight Society Cast[]

Story Cast[]

Special Guest Star[]


That evening there is a slight thunderstorm, with lightning flashing every now and then. Betty Ann is seen speaking to an unidentified person sitting down wearing a potato sack as a blindfold. She tells the person as soon as the others get there, she'll take the bag off. Tucker comes in whining because of the storm. He tells the stranger that because of the storm, they might get electrocuted, so it had better be worth the risk.

Kiki, asks who the mystery guy they've been hearing so much about is. Everyone else stands around as Betty Ann pulls off the bag and presents Sam to everyone. Tucker is stunned that Sam is a girl, while Kiki is confused by her name. Sam explains her full name is Samantha and that her friends call her Sam. Frank comes up and introduces himself to her, holds her hand tells her that she is the hottest thing around the camp fire. Sam tells him that he can call her Samantha and tightly shakes and squeezes his hand. This makes him back off in pain, Tucker is impressed and says that "the babe's got bite."

Gary seems to instantly like her and proceeds to ask her if she knows the rules. Sam says she does, which is she tells a story and if they like it, she can join their group. Sam sits down next to Betty Ann who wishes her good luck.

Sam tells them she had plenty of stories she could have told them, but she picked one that seems to fit the night's setting. There are many ancient legends of the woods. Legends of spirits such as the Manitou and Wendigo. Whatever happened, she asks, to these spirits once people showed up to destroy their world? Many moved on, she says, but some say the most evil ones never left. With twisted hearts full of revenge, for all who dare disturb their home. Betty Ann throws in the campfire dust to intensify the fire to show her how it's done and Sam submits her story for the approval of The Midnight Society, calling her story "The Tale of Watcher's Woods".


Sam tells the story. The story takes place at a girls' summer camp called "Camp Grindlestone". It centers on two very different girls. Sarah an ambitious overachiever who earned every medal a trailmaker could earn, and was looking forward to the challenges awaiting her on her first time at the camp. The only problem was that she was always so busy with her activities, that she never made much time for friends. Kelly on the other hand, wasn't much for camping. She had been to the camp before and she hated it. She had a lot of friends at home, and she certainly didn't want to be at camp again.

As Kelly is pulling in her heavy trunk of clothes, she and Sarah both accidentally bump into each other. This made Kelly accidentally drop her trunk. Then it broke open and some of the clothes spilled out. Kelly rudely snapped at Sarah for making it happen, and told her not to touch her stuff. Sarah introduced herself to Kelly and told her it was her first time at the camp. Kelly didn't bother introducing herself, and wasn't too excited to hear they were going to be in the same tent together.

Later that evening, Kelly and some of her campers were mocking Sarah's trailmaker's vest. Kelly makes some very patronizing jokes about the badges and achievement on the vest and her friends laughed along with her. Meanwhile another friend was busy playing the piano. Sarah comes in and tries to make friends with the girls. Then she asks if they know where her trailmaker's vest is. Kelly hides it, lies, and says no. Sarah then notices an intriguing shrine on the wall.

The shrine is in memory of three young girls who went missing and were never seen again. The plaque has three black and white old-fashioned pictures of trailmaker girls and three golden whistles below each picture. The message on the plaque says "Never enter Watcher's Woods; ever!". Curious she asks what Watcher's Woods is. When she asks, Sylvie (the girl playing piano) suddenly stops and all is quiet. Kelly tells her since she is new, she will tell her. She tells her that Watcher's Woods is a place where people just mysteriously disappear and vanish. It is said to have been happening for centuries. Indian tribes, colonial soldiers, pioneers, all have disappeared and were never seen again.

Sarah asks with some disbelief where the woods is. She is told that it keeps moving around from one forest to another. It is like a shark looking for victims, and once you realize you are inside it's too late. Sarah with disbelief again, says it just sounds like a stupid camp story. The she asks why it's called Watcher's woods. She is told by another girl, because few people have ever escaped and when they do they go crazy. They tell her it's controlled by The Watcher. The evil demon who rules over the woods and picks out it's victims.

Next Kelly tells Sarah that the three girls on the plaque were said to have disappeared into Watcher's Woods in 1919. Also tomorrow would be the 75th anniversary of when it happened. Those trailmaker girls went on a hike and were never seen again. The only thing, that searchers ever found were their whistles.

Kelly then taunts her asking her if she wants to go for a hike in Watcher's Wood. Then suddenly Kelly sees a rat and runs off scared, then Sarah teases her about it. Then Sarah finds her trailmakers vest on the chair, realizing Kelly did lie about taking it.

Then next day the camp counselor pairs all the girls up into teams of two. Their goal is to collect as many specimens as they can for their nature medals, and to be back before dark. Against their will the counselor pairs Kelly and Sarah together. The counselor paired them together, because Kelly had been to the camp before and knows the woods. So she can show Sarah around. Sarah mockingly tells her maybe they can find watcher's woods. Before they go the counselor warns them not to light any fires, so they can avoid any accidents. Sarah is eager to start, but Kelly rudely tells her to stay out of her face.

Later while walking through a trail in the woods, much to Kelly's annoyance Sarah is reviewing some trailmaker instructions. Such as when getting lost, to blow loudly three times on your whistle to call for help. Kelly is about to light a cigarette and smoke. Then Sarah takes them away and questions her about it. Sarah makes her stop because of the warning they were given. Kelly, annoyed says that she's not into the earning medals thing. And she suggests they just sneak back to camp. Sarah objects and wants to continue saying she likes it and it's why she is there. Kelly complains she is there because her parents want her out of the house for two weeks.

Kelly, tells Sarah she knows the woods pretty well. So she can show her where a rare pheasant's nest is. Sarah gets excited agrees, now they head off to find it. When they approach the bushes to where Kelly says it is, Sarah gives Kelly her backpack and heads on in. Kelly ditches her and walks off. Soon Sarah comes back out and realizes that Kelly tricked her and heads off to find her. Soon Kelly realizes that she is lost. She looks at her compass which seems to be spinning around like crazy. Kelly is getting nervous and freaks out a bit. Suddenly her and Sarah's backpacks vanish into thin air.

Kelly then heads down a path to a little neck of woods. Kelly can't make heads of tails of where she is going. When she tries to turn back she can't leave because the bushes are in the way now. She gets confused because the path that was there, now seems to be gone.

Later on at nighttime, Sarah is now lost as well. she calls out loud for Kelly several times but gets no answer. Eventually a deep demonic voice quietly calls out to her: "Sarah!". Sarah turns around and follows the sound to a tree. Then a man's face instantly appears. He tells her " my woods!". Sarah screams in terror and runs off.

Kelly is now deep in another part of the dark woods. She is getting very tense and nervous, but she tries to stay calm and keep her cool. She tells herself that she can get through it. Suddenly as she walks ahead, she sees a green light coming through some trees. Thinking it might a way out she walks over to it. Now she walks through a short path of twisting branches. Then she comes up to a rotten bloody head impaled on a stick, backing away in disgust. Then she finds a small campground lit in dark green moonlight. The campground has old-fashioned items, such as a very old phonograph record player and bamboo furniture. She calls around several times to see if anyone is there. Then after not getting any answers, she can see nobody is in the tents, so she is about to leave. Then suddenly she steps into a net trap and is raised into the air. Three old woman approach her. The leader tells her: "Welcome to watcher's Woods deary". This causes Kelly to immediately scream in terror.

The three old woman are ghosts and witches, or better known as hags. They're dirty, unkempt and are wearing worn out dirty clothes or cloaks. The leader: The Boss Hag has dark brown hair, The second one has silver gray hair and wears a brown head band and looks somewhat ill. The third one seems to be wearing a dirty trailmakers coat and has a big bow on her head. The Boss Hag, ties her between two trees and paints a yellow x across her pink jacket. Kelly asks who they are but they don't answer. The Boss Hag says it took them 75 years but they finally found the person who took their whistles. The Headband Hag comments about how long they waited. The Bow Hag says she isn't sure if she is the right person. Now the Boss Hag lights up a flaming arrow and threatens Kelly. She tells Kelly to tell them where their whistles are, or she'll shoot. When Kelly doesn't answer Boss Hag shoots. Kelly screams in terror as the arrow is shot at her. She flinches as it's about to hit her. Luckily the yellow painted x made the arrow invisibly go right through. So she is left completely unharmed.

Believing this has struck great fear into her, The Boss Hag asks her again where their whistles are. Kelly figures out that the three of them are the missing trailmakers who have been missing since 1919. Sarah has now also stumbled upon the strange green light, and she has found the camp. Sarah sneaks in and very carefully spies on them. The hags unaware of how much time has gone by, or due to their still childish attitudes, believe that Kelly is the one who stole their whistles and left them behind. They tell her that the Watcher captured them and promised to set their souls free when they found their whistles. However, The Watcher knew that it was obvious it would never happen. So they've been kept prisoner ever since. Soon Kelly will be old and dead just like they are, and become one of them too.

Kelly tells them she knows where the whistles are, and if she is set free she'll go get them. The trio of hags think it over together at first. Then the Headband Hag magically sets her free with Kelly promising she'll come back with the whistles. Then on her way out, The Boss Hag reconsiders. She tells tells her they don't believe her. So they trap her in a tree branch cage. Possibly they can see right through her and they can just tell that she is unkind, untrustworthy and dishonest. To torment her, The Boss Hag can guess that she is afraid of rodents. So she places a bucket full of white rats beside Kelly's cage. This causes Kelly to constantly back away feeling tense.

Sarah who has sneaked into the camp talks to her from behind the tree branch cage. Kelly apologizes to her for everything that has happened, and for getting her into the mess. She explains that three ghost hags think that she stole their whistles from them and that she would never do that. Suddenly the ghost hags appear wielding a machete causing them both to scream.

Boss Hag asks what they should do with their other visitor. The Headband Hag suggests they work on their survival medals and hunt her for food. Sarah tells them she knows where the whistles are and she will run back and get them. The Boss Hag agrees on the condition: They will keep Kelly prisoner and if she doesn't come back before sunrise she'll be food for the mice and the newts.

Sarah runs back to the camp at full speed. She gets a bit lost and navigates by finding the north star. Suddenly she can her that evil demon like whispering voice calling to her: "Sarah". Sarah asks what it wants. The Watcher's face appears in a puddle and tells her: "I'm watching you!". She ignore it and continues along her way. Then The Watcher's calls out to her again, and she trips and falls down. Now a rotten corpse pops out from the ground. The skull on the corpse looks like a rotten bony skeleton face with eyes. Then the whole corpse pops out of the ground and morphs into The Watcher. The Watcher, tells her that she fascinates him, and he needs another precious soul like hers to add to his precious woods and he asks her to join him.

With Kelly's cigarette lighter, she lights it and threatens to torch his woods. Unless she will leave her alone. The Watcher, seriously backs off and vanishes into the ground. Sarah continues running at full speed. She heads back to the cabin she smashes the glass on the shrine open and retrieves the three whistles. Meanwhile back at the ghost hags camp, Boss Hag realizes it's almost sunrise and Sarah is not back yet. Possibly thinking Sarah isn't keeping her word, they decided to work on their cooking medals. So they prepare to cook Kelly and they begin to sharpen their machete.

Sarah runs in with the whistles just in time, but she trips and falls down. So one of the whistles fell into the bucket of rats. Sarah not realizing she lost one throws them over to the hags. The Headband Hag complains that they need three whistles to break the spell not two. The Bow Hag, mad about how she got their hopes up tells her what a nasty trick it was. Sarah begs them to let her find the third one. Then they all say at the same time: "Too late!". Now Sarah is magically strapped to a board and a jagged blade is going drop down on her!

Sarah is begging Kelly for help, Kelly can see where the third whistle is. So she tells them it's over in the rat bucket. Boss Hag doesn't believe her and tells them not to listen. Just as Boss Hag is about to have the Headband Hag cut the rope to drop the blade, Kelly faces her fears. She puts her hand into the bucket and gets the whistle. She blows it then throws it over, just it time before the blade comes down on Sarah. As the whistle is retrieved Sarah is magically released. The hags in shock can't believe that they finally have them. Then together they blow on their whistles three times. Then they glow and vanish. Afterwards everything from their camp is gone. Now nothing is there. Except now Sarah and Kelly find three trailmakers signs. The sign is a symbol saying: "I've gone home".

On their way back to the camp, as their heading up the road a really old-fashioned car slowly drives by. The driver politely nods to them. In the back seat are the three trailmaker girls from 1919. They all smile and wave to Kelly and Sarah as if to say thank you as they drive on by. What we can see is that watcher kept his word, and he did release them when they found their whistles. Now they're either going back to their own time or they are crossing over into the afterlife. Then the camp counselor and all their fellow campers show up looking thrilled to have found them.


As Sam, ends her story she asks them all how she did. Gary and the others all huddle together to come to their unanimous decision. Gary is about to tell her "I don't know how to tell you this.." Sam taking it well tells him that she understands and it's okay and thanks him for the chance. However what Gary means is it's gonna be hard calling someone who looks like her "Sam" and they all smile as Gary welcomes her into The Midnight Society. She shakes hands with everyone and Sam smiles in victory.

  • One of the only Nickelodeon shows to show a character about to light a cigarette.
  • Second time for showing the lighting of fire, when Sarah lit Kelly's lighter threatening The Watcher.
  • This was the only initiation that didn't take place in a season opening (Tucker was inducted just after Kristen and David left the Midnight Society, but Sam wasn't introduced until two weeks later. This made it one of the few times that two events' being mentioned as a certain time apart matched their events played out by air date).
  • One of twenty-one episodes where the Midnight Society didn't leave and douse the fire with the water-bucket (Sam was being congratulated on joining).
  • Sam's first story.
  • Jewel Staite who portrayed Kelly later reappeared in the show again. Her next appearance was in the season 4 episode "The Tale of the Unfinished Painting" as Cody.
  • Tom Rack who portrayed The Watcher had previously appeared in the season 1 episode "The Tale of the Pinball Wizard" as The Security Guard and The Sheriff he also co-wrote that episode.
  • Sheena Larkin who portrayed The Boss Hag, Previously portrayed Nanny in "The Tale of the Lonely Ghost" reappear in the series several times again.  The third time she reappeared as Sara Simpson in "The Tale of the Room for Rent" The fourth time she reappeared as Hermione St. Claire in the episode "The Tale of the Walking Shadow". The final time she reappeared in the three part episode, season 7 premiere "The Tale of the Silver Sight" as Grandma Aggie, in the series revival.
  • Babs Gadbois who portrayed the Bow Hag, reappeared two mores times in the show. The second time she portrayed the Old Ms. Valenti in "The Tale of the Mystical Mirror". The third and last time she portrayed Gwen in "The Tale of the Walking Shadow". in the series revival.
  • Sheena Larkin & Babs Gadbois who portrayed Boss Hag and Bow Hag, later reappeared together in the series revival episode "The Tale of the Walking Shadow", as Hermione St. Claire & Gwen.
  • In production order, this episode comes before Apartment 214. However, that episode has Betty Ann saying Sam will be introduced "next week", putting Sam's first appearance before this moment.