Are You Afraid of the Dark Wiki
The Tale of the Thirteenth Floor
Season 2 , Episode 4
Air date July 10, 1993
Written by Anne Appleton
Directed by Michael Keusch
Episode guide
The Tale of Locker 22
The Tale of the Dream Machine

The Tale of the Thirteenth Floor is the Fourth episode of the Second season of Are You Afraid of the Dark?, as well as the Seventeenth episode in total.


Midnight Society Cast[]

Story Cast[]


The night begins with Frank, Gary and Kiki working on the campfire. Then, after the howling of a wolf is heard some distance away, Frank then asks them if they ever have the feeling like they're being watched. Then a flashlight shines into the faces of Frank, Gary and Kiki. Kiki squints and asks them to turn them off and Gary tells them that they know who they are.

Three flashlights are shown glowing and one of them asks who they are. Frank, annoyed, says he gives up, and they're surrounded by monsters and he's scared. The third person holding a flashlight says "you see us every week, but do you really know us?" The second person in the middle holding a flashlight asks "do you really know anyone?" The third person says "even yourselves". Then they shine the flashlights onto their faces revealing them to be Kristen, David and Betty Ann.

Betty Ann then says, "if you stare long enough you might even see a stranger here". Gary, getting a bit annoyed, asks them if there'll be a story tonight or will it be just games? A flashlight is shone into Gary and Kiki's faces again and the three of them head in to sit down. Betty Ann says her story is about the strangers among us. Betty Ann then sits down and says that we see them everyday, but never take the time to look, but if someone did, one might find that the scariest strangers are the ones inside ourselves. Gary, Kiki and Frank seemed to become excited upon hearing this. Betty Ann is handed the pouch of dust, throws some into the fire, and submits her approval for The Midnight Society, calling the story "The Tale of the Thirteenth Floor". She begins her story.


Betty Ann, tells the story. The story takes place in an old renovated apartment building with thirteen floors. The thirteenth floor was deserted; no one ever lived there. The last tenants had mysteriously disappeared years ago; vanished into thin air. The floor was dark, dusty and dirty, and full of old broken items and parts of furniture. The floor was frequently used as a playroom for two kids named Billy and his adopted sister Karin who lived on the twelfth floor. One day when the old elevator man Gus brought them up to play floor hockey, he, like many times before, warned them to be careful because the people who once lived there had just disappeared and no one knows what happened. Billy and Karin don't think anything will ever happen, but Gus is just concerned with them playing all by themselves alone on the said thirteenth floor. Gus then leaves in the elevator and goes back down.

Billy and Karin think Gus is talking crazy talk and joke about it for a moment. They then begin to play some floor hockey, as this is what Billy was very good at but Karin wasn't so good at it herself. Karin tried to shoot the ball they were using as a puck, missed it a few times, then shot it into the wrong direction. Billy criticizes her for missing the net. Karin gets annoyed and tells him that if she had his genes she could do it. Billy was confused at first. Karin clears herself saying it's not about his blue jeans, but his biological genes, and that her biological parents must have been klutzes like her. Billy gets fed up with her always using her adoption as an excuse for not being as good as he is at doing something.

Then a loud noise is heard from the outside and a bright clear and pink flashes of light shine into the thirteenth floor. Everything started rattling and shaking. The siblings got worried and decide it's time to leave. When they go to the elevator it took a really long time to get up there and they begin to worry. When it arrived, they didn't find Gus there. Then, someones asks them if they're going down. A tall, long haired man in a black uniform with a yellow emblem named Leonid pleasantly informs them that Gus had to leave for an emergency and he is filling in. Billy and Karin doesn't trust him and they decide to take the long way down using the stairs.

That night when Karin is sleeping in her bed her television comes on by itself. The television shows a man in a strange black uniform with a turquoise emblem, politely speaking to her asking her how she is doing. He informs her that "they" have come for a little visit. She asks the man on the T.V. if he is talking to her, he asks Karin what she thinks, and she tells him that she thinks that she is dreaming. The man smiles at her and the t.v. goes off by itself and Karin goes back to bed. The next day Karin and Billy as usual decide to go up and play on the thirteenth floor, but that day Leonid nicely tells them that they can't go up because the new tenants are fumigating that day. Karin and Billy are very surprised to hear there are actually new tenants there now. Leonid asks them if they're going down and Billy tells him no thanks and they head for the stairs again.

Karin later tells Billy that she had another of her recurring dreams about a man talking to her on her Television. Then Billy finds Karin a letter that she has gotten in their unit's mailbox. The letter had no stamp on it or any person's last name. Billy teases her saying maybe it's from a secret admirer. Karin tells him she wishes it were. When Karin looks at it, the letter is a mysterious strange invitation. She has been invited to come check out the new Toy Company on the thirteenth floor of the building. She says the Toy Company wants to test new toys and sports equipment on kids, and she is invited for anytime the next day. Karin, knowing she isn't very good at sports doesn't really want to go. So she gives the invitation to Billy but Billy convinces her to go thinking they might still give away some free stuff.

The night, Karin wakes up once again to her television coming on. That man contacting her is on it again. Karin tries to turn it off, but it won't turn off no matter how many times she tries. The man nicely tells her that they very much want her to come tomorrow. Because she's a very special person and it wouldn't be the same without her. Once the man on t.v. convinces her to come she goes back to sleep while the man on t.v. smiles and the t.v. turns itself off.

The next day Karin visits the Toy Company and she brings Billy with her. The Thirteenth floor has very quickly been remodeled and looks beautiful now. Different kinds of interesting gadgets and devices have been set up all around the floor. She meets a woman in a strange black uniform with a pink emblem named Olga. Olga is pleased to see Karin and only wants her to come in. Karin insists on Billy joining her and Olga reluctantly lets him in too.

Olga leads the siblings to another room and Billy asks her what they will get for testing out the toys and sports equipment. Olga asks him what he wants, and Billy says maybe some free stuff. Karin tells him that it can be arranged and Billy and Karin high-five thinking it's gonna be awesome.

They're taken into a room filled with all sorts of nice toys and interesting gadgets such as toy dogs, huge letter blocks, bowling pin sets, etc. Olga introduces them to her assistant the technician Raymond, who will explain how everything works. Raymond is annoyed to see that Karin brought her brother inside with her and Olga just hints for him to just go with it.

They are taken to a table game, where the object is to tap the right buttons to replay the right sequence they just heard playing first. This was a coordination game to see who can react the fastest. Karin at first doesn't want to bother playing it because she is certain she'll lose. Raymond convinces her to try it, because there are no winners or losers in the game. Billy seems to be doing good at the game at first and offers to help Karin but he is told not to.

Raymond, then turns a wheel, increasing the game's difficulty bit by bit. Karin starts doing better at the game. Eventually Karin is doing very well, and is happy and confident. For once, she is beating her brother at something. However, after the wheel on the wall was turned gradually increasing the game's difficulty, Billy starts to feel that bad and gets worse. Karin is now granted permission to try the next game, while Billy gets to keep trying the first game until he passes also. Billy is starting to look and feel sick. The elevator brings Gus up and he asks Olga if Karin will be ready. Olga tells him she will be but she brought her brother with her which gives them a little problem, this is because they don't have much more time and have to leave by six but Olga insists she'll be ready.

Next Raymond takes her to sit on a roller coaster seat set up on the floor. He politely tells her the next test is to stimulate parts of her brain that she has never used before. This will make her reach her full mental and physical powers faster. Raymond makes a giant letter block holding a yellow ball on top move closer to her. Karin is instructed to focus on it with her mind, then to open her eyes and point at it with her mind. She points at it and it begins to move.

Raymond is very impressed that she can do it. Karin has now developed some telekinesis and can move objects with her mind. Karin can't believe she's able to do it and she tries to get Billy to look at her moving the ball by itself. Billy is still trying to beat the coordination game, but he seems to be getting slower and more tired than he was before. Karin asks Raymond what is wrong with Billy but she gets no answer. Then instead he tells her that they're going on a trip. Raymond now goes over to the wall and turns the wheel all the way to highest setting. When he does so, Billy gets a shooting pain and Karin tells him to stop it because it's hurting Billy. Raymond explains he just stimulating the room to the atmospheric pressure of home to make sure she will survive there, she has no idea what he is talking about.

Raymond tells her once she reaches her medium capacity she'll be transferred to the ship. Karin protests that she doesn't want to go. Then suddenly he pulls off his entire face and reveals it has nothing but a solid, white blank face and his voice changes too. Karin screams in terror when she sees this and asks Billy to help her but Billy has passed out. Raymond has pressed a switch and her seat begins to rise up slowly into the ceiling with her screaming along the way. As it gets closer to the ceiling, a circular hatch opens and several blank-faced, white-colored aliens are nicely trying to welcome and reach for her.

Karin then remembers her new powers and uses them to turn off the opening ceiling, and to open her seat up and escape. On her way out she kicks Raymond in the face and he freezes in his place, but still thanks him for the powers and runs off. She runs over to wake Billy but he won't budge and she hears Olga coming and complaining about all the noise. She tells Billy she going to find help but Olga comes in and she hides inside a wall vent.

Olga restores Raymond's atmosphere and unfreezes him with a remote. Olga then explains that they have to hurry because they need to leave soon and they are running low on atmosphere. Karin hears them talking from in the vent. Olga explains that they need her, and she sees Billy passed out on the table and she says that earth children are such poor specimens, then Raymond finds Karin hiding in the vent. Karin runs through to the other end and down another path. Raymond tells her to come back because her trip is just beginning. Then as he is approaching her she focuses on making the ceiling tiles fall down and crash on him. This works and she runs off again.

Karin runs back through the air vent again and Raymond has already come back. She then tries to wake Billy again but he doesn't wake up. There is a message on the P.A. saying there is only twenty minutes left for the aliens. Karin turns off the atmosphere on the big wheel on the wall and Raymond freezes again. She swipes the remote control and hides behind the giants building blocks. Karin sneaks out, while Olga unfreezes Raymond by pressing a button under his shirt. Olga tells him to grab her because they're running out of time. She reopens the ceiling circle and the aliens begins to appear grabbing and reaching again.

Karin runs off to the elevator and she asks Leonid to take her to the twelfth floor. Leonid tells her that he thought they would all be going up together. She realizes that he is one of them too and she tries to freeze him with the remote, but it doesn't work. He reveals to her that they're not all robots and not to let her confusion blind her, and to listen to her instincts and follow her destiny. Also the time has come for her to expand her horizons to see another part of the universe. Karin thinks about this for a moment, but when she see his creepy white alien hands reaching for her she runs off scared.

Karin finally hearing that there are ten minutes to go, realizes she doesn't have much time to help Billy. She runs down the stairs and knocks on someone's door but no one answers. Then she remember the remote and goes back up. Billy has finally woken up and begins to move. She controls Raymond to hold Olga in place and they begin to run off and leave the floor. Then on their way out Leonid once again tries to persuade Karin to trust him and go with them. Leonid explains because it's beautiful there and she can fly like a bird there and see straight through to other worlds. Karin complains that she heard them say that Billy would die there. Leonid tells her he doesn't belong there. Karin tells him they just won't go and they run off. The P.A. now announces lift off in thirty seconds. Leonid tells her as she leaves that she's making a big mistake.

When Karin and Billy get back to their apartment they are relieved to be home. Then they see some flashing clear and pink light coming from outside. They look out the window as something is leaving their world and hear the loud noises of it as it takes off. Then suddenly the television comes on itself Karin says it's just like her dream.

Olga is on the T.V. this time and she isn't mad. She is very patient and friendly and just nicely explains that Karin hasn't been dreaming, and this was supposed to be Karin's rescue. This was because they left Karin on earth by mistake ten years ago. Olga would have explained everything when the proper atmosphere brought all her senses back. Olga now explains it's too late now, because they have run out of atmosphere and it'll be another ten years before they can come back again. As she is close to ending her message Olga turns into her true blank face white alien form.

Billy thinks it's all crazy talk and asks Karin what she is talking about. Then suddenly we see the atmosphere from the ship has changed Karin into her true alien form, just like that of Raymond and Olga, and Billy runs off screaming and scared after seeing her. Olga tells Karin good bye dear and they'll see her again in ten years.


As the story is ending, Betty Ann says that you may think you know someone, but think again.. and look a little closer! Everybody was silent, so Gary declares their meeting officially closed saying, "whoever you are?" and puts out the campfire.