Are You Afraid of the Dark Wiki
The Tale of the Water Demons
Season 4 , Episode 3
Air date October 15, 1994
Written by Scott Peters
Directed by Ron Oliver
Episode guide
The Tale of the Long Ago Locket
The Tale of Cutter's Treasure

The Tale of the Water Demons is the third episode of the Fourth season of Are You Afraid of the Dark?, as well as the Forty-second episode in total.


Midnight Society Cast[]

Story Cast[]


The night begins with Frank, walking in shining a flashlight. He calls around if anyone else is there but no one answers and nobody is there. He notices a backpack on the storyteller's chair, he looks into the side pocked and finds a sky blue small diary with the name Samantha on it revealing it to be Sam's diary. He reads through it, smiling happily when he finds a paragraph that says reading it out loud "I don't know how to tell him, how special he is to me. I know I give him a hard time, because I don't want anyone to suspect my true feelings for Frank. He is touch, amazed and shocked after reading this and carefully put it back when he can hear his friends coming in.

Lead my Sam he happily welcomes her, and she stands between Gary and Kiki smiling she asks him what's up? He asks her if there is anything special she wants to tell him? Sam pokes his finger on the side of his face and ask "Uh yeah, is that a fresh zit?" Tucker and Betty Ann standing in the back and everyone else smiles and laughs and she says just kidding gotcha! He still smiles and says it's okay, he tells her she doesn't have to pretend anymore. Sam is confused and asks him what he is talking about?

He admits to her and everyone else that he peeked at her diary and found out her true feelings about him. Sam looks at it and says it's not her diary, Gary takes a look at it and says it's in Tucker's handwriting. Tucker smiles as if he's going to being laughing and Kiki holds and restrains Frank back as he instantly gets furious and threatens to beat him up and tear him apart screaming at him humiliated. Tucker gets nervous and hides behind Betty Ann's back. and Kiki tries to calm Frank down saying "whoa! big fella".

Betty Ann, stands up for Sam and gets mad and snaps at Frank about looking through Sam's things, even though it wasn't her he still thought it was hers. Sam mad asks Tucker why he did it? Tucker says it was to prove a point, "That he has a death wish" asks Frank still furious and angry. No. The point he was trying to prove was for his story, hearing this Frank just shrugs it off and goes and sits down.

Tucker then sits down on the storyteller's chair, he tells them all you shouldn't mess with other people's stuff, no matter how much you are tempted. Because you could really regret it, Gary says "you touch my stuff all the time." He tells Gary that he's his brother and he wouldn't hurt him and he's alive. But don't mess with the dead, no matter what.. don't take their stuff!

Tucker, 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 the Water Demons", and begins.


Tucker tells the story. The story is about a teenager named Shawn Mackenzie. Shawn had been going through a period of disobedience and rotten behavior. Therefore his mom sent him to spend the summer in the country with his strict uncle and his cousin Dean Wilson.

Around the first afternoon or so when he got there. Shawn was just being miserable, he was hanging around in his uncle's general convenience store, with his cousin Dean who was working hard and sweeping the floor. While he was just sitting around moping and complaining that there was nothing fun to do. Because the country had almost no one under fifty living in it, no girls to hang out with and no movies to go see. Also he was counting down how many days of the summer remained until he got to go back home. Also Shawn kept on stealing gum and candy when his uncle was not around, but Dean tried to stop him and make him pay for it.

Soon Dean comes back looking almost scared and creeped out, Shawn asked him what was with him. Dean said it was because he needed to go and make a coffee delivery over to the Westchester Mansion. Hearing this Shawn was actually excited and intrigued because Captain Abraham Westchester, made his fortune pillaging and looting sunken ships around the world. Dean doesn't want to go because it's getting late and dark and he's think he is creepy and crazy. Shawn wants to go because they think since the Captain is rich, so they'll get a big tip for making the delivery and talks Dean into going right away.

The Mansion is right next by the edge of the ocean, when they arrive, there is a note on the door instructing the delivery people how to get inside and what pantry to put the coffee in. Then to just charge to his Westchester credit account. When they enter the inside of the mansion, Shawn is just amazed and astounded by the glass display cases full of priceless and valuable items that the Captain had found in shipwrecks. Items such as Old antique pistols, spyglasses, jewelry such as solid gold and gold encrusted rings, necklaces, bracelets and pocket watches. Shawn picks one up to look at it and Dean insists he puts it back, because he doesn't want the crazy sea captain mad at him, Shawn gazed a long time at the solid gold pocket watch.

Then Dean went over to the kitchen and placed the coffee into the pantry. When he came back to the display room, he didn't see Shawn so he called for him a few times with no answer getting worried. Then Shawn jumped up from behind saying roar and scared him. Dean was mad at him, and snapped at him for being an idiot .and they begin top push each other around. Then Shawn pushed Dean into the bookcase and suddenly the bookcase turns out to be a false revolving wall.

When entering the room, it was revealed to be a Sea Captain's study, Captain Westchester stands up, he's terrified and backs away saying "Please don't hurt me!, Please I'm sorry" backing away more and more terrified." Until he realizes it's just two young boys who delivered his coffee and put it where the note said to. The Captain calms down and apologizes for seeming so foolish. Because he's a little edgy and doesn't get much sleep. Dean in fact mentions he looks like he could use more, drinking cup after cup of coffee he mentions he's barely had more than a catnap of sleep in the past three years.

Shawn, interested in him asks him about his lives work. He tells them he did pillage and loot sunken ships, but he doesn't anymore. He would find and collect anything in the sunken ship that looked valuable. Shawn thinks it's cool, but The Captain approaches him up close. He snaps at him asking him if he really thinks that it's cool to slide a ring of a bony finger? Or to pull a necklace off a rotting skull? Shawn says yeah, but The Captain snaps at him saying it isn't. Because the reason he can't sleep now is because he's been cursed by the sea, for what he has done. Whenever he falls asleep he is visited by Water Demons. They are the angry spirits of the victims who died at sea, they come back looking for what was taken from them. Also The Captain says they want to drag him back to their watery grave, as payback for stealing their valuables; They're not at rest so they won't let him rest. Both Dean and Shawn think he's crazy and don't believe him and leave. Then on the way out the solid gold pocket watch that Shawn was staring at earlier is no longer in the display case, so it's hinted that he stole it.

On their way out, The Captain is sitting in his chair desperately trying to stay awake. He drifts off to sleep and suddenly the ocean outside his house begins to get really foggy. Then a group of the Water Demons have arrived in the pea soup fog walking up to the mansion, their shadows being seen hint that they are coming closer and closer to the mansion. The suddenly just as they're almost there, The Captain wakes up in shock and alarm, and the Water Demons and all the fog vanish.

At the Wilson's house, Shawn's uncle tells them it's time for bed. but Shawn complains because it's too early. His uncle tells him when he lives in his house, he'll follow his rules and he won't put up with what his mother puts up with. Shawn, gets mad and tells him, that he won't sleep under his roof then. He leaves the house and walks a little distance away. The night is getting very cold, windy and foggy. He finds the outdoor hammock with a blanket at the Westchester mansion and falls asleep in it.

Soon, Captain Westchester has finished his last cup of coffee, and falls asleep in his chair once again. Then Dean goes looking for Shawn as this happens. This once again summons the Water Demons to the land. First on their way they know Shawn stole the pocket watch, so they gather around the hammock he is sleeping in. When water drips on his face from them. he wakes up to see them all closing in on him. They are soaked and slimy with clear and green slime all over their skin and their soaked clothes. A few of them are men and a few are women. Dean runs over to where he can hear him screaming. They slowly keep following him, until he tries hiding inside a nearby woodshed. He is huddled on the bottom shelve hiding and he sees the fog coming through the floor boards and the demons instantly appear. They beginning trying to grab for him all muttering to him "grave robber!" He screams repeatedly.

Then he grabs an air horn from the shelf above, and tries to honk it to wake up The Captain. He tells them that they've got the wrong guy, trying to honk the horn again. Dean hears the horn honking and finds the shed and sees the demons before his very eyes. They are still trying to grab Shawn. Finally the air horn wakes up Captain Westchester and the fog and the Water Demons all vanish.

They head over to the front door of the mansion to see the slimy foot prints. Then they are startled when tapped on the back. Turns out it's Captain Westchester and he sees the slimy hand prints on Shawn shirt. He informs him that he's been marked with the mark of the water demons. He them claim that it  proves to  them that for an old man, he isn't so crazy after all.

They head inside and enter his study room. They look through a telescope at a buoy in the ocean in his backyard. He tells them that thirty years before (1964 to be exact), a yacht called the Del Rio crashed on the rocks. The crash happened during a storm at the very spot and there were no survivors. This was the only shipwreck that he looted from that happened in the ocean in his backyard. The day when he looted the sunken ship, was the same day the Water Demons began to come after him. Because since he lived so close by, the Water Demons knew exactly where the grave robber lived. Also, he begun to time his sleep being able to wake up just before they would reach his door.

Finally he explained that he tried to make it up to them, by dumping all their jewels and treasures back into the ocean. However even after he did this, they still kept coming after him. Dean asks him if he gave everything back. Captain Westchester said not everything, because some of the pieces he traded for other things. Therefore, he didn't actually return everything. Dean suggests he dump into the ocean the traded collection he got in exchange. Hearing this, the Captain agrees and is eager to load the boat and dump it all that same night. Shawn isn't so sure he wants to do it at night. Then he is convinced when the Captain reminds him they're now after him too.

Captain Westchester, Shawn and Dean arrive at the dock. They  preparing the boat to dump the stuff at the buoy. Shawn comes by and accidentally hits the Captain on the back of the head with a big rowing oar. This causes Captain Westchester to pass out cold. Also the oar falls down and knocks Dean's glasses into the ocean. Dean can't make the trip because he can't see without his glasses. Also someone has to stay behind and keep the Captain awake or the Water Demons will get him. So reluctantly Shawn, agrees to do it and screams to his cousin"you keep him awake!"

When he rides the boat out to the buoy, he says " Here's your stuff! hope you like it!" and one by one he drops things into the ocean like gold and gilded goblets, plates and a candelabra. Just when he is about to throw in the last item ,the Water Demons emerge from the water. They gathered all around the boat, holding onto the rim. The Water Demons grab him and keep shaking the boat, and he keeps reaching for the the last item he dropped. When he gets it, he drops it into the ocean and yells "Now leave us alone!". Realizing it worked and the Water Demons are gone he feels victorious and begins laughing his head off.

When Shawn gets back to the dock, Captain Westchester is still passed out cold from the blow to his head from the oar. They suggest bringing him to a doctor, and Dean tries to find his glasses. Suddenly, just as Dean is looking into the ocean, a Water Demon emerges from the water. The Water Demon viciously pulls him in head first. Shawn keeps on screaming to let him go. Then he realizes he too didn't give back everything. He still has the solid gold pocket watch he stole earlier. He yells out "Is this it? Is this what you want? I'm sorry I took it! I was wrong! And The Captain was wrong! We're sorry!", then drops it into the ocean. Then suddenly Dean swims back up soaked to the bone, gasping for air but he's fine. Then Captain Westchester wakes up, relieved to find out everything was given back to the ocean and the demons will leave him alone from now on.

Also looking over to the nearby barrel, it seems the Water Demons returned Dean's glasses. Next we now see Shawn being a little more nicer and working in the general convenience store sweeping. Also he mails Dean back the money to pay for all the chocolate bars and gum he's recently eaten.


Tucker ends his story saying "The End". Sam not mad anymore smiles and tells him nice story. Kiki says "all right", Frank still a bit mad tells him he's still not off the hook for the diary prank yet. He is told to lay off and Gary puts out the fire and they head for home. Kiki finds someone forget their backpack and Gary says it's Tucker's. Inside the backpack are a number of items all belonging to Gary, such his super specs glasses, a piece of fake vomit and his magic book. Kiki then finds a note fall out of the bag that reads " Dear Gary, thanks for letting me borrow this stuff. Sorry I didn't ask first. P.S. What're you doing in my knapsack? Didn't you get anything out of my story? - Tucker".

  • At the end of the episode, Gary opens Tucker's backpack. One of the items Gary removes is a pair of Super Specs; which were a subject of a previous story that Gary told in Season One.
  • During this time, Tony Sampson was well known and admired by his fans for his portrayal as Flash/Keith Haldane on The Odyssey television show. He later went on to voice Eddy in the hit Cartoon Network show Ed, Edd, n Eddy.
  • Charlie Hoffheimer who portrayed Dean Wilson, quickly appeared in the show again in the season five's episode "The Tale of the Unexpected Visitor", as Jeff Sherman.
  • Griffith Brewer, who portrayed Captain Abraham Westchester, previously appeared in the series two times before. The first time he appeared in "The Tale of the Captured Souls", as the Old Peter, The second time he appeared in "The Tale of the Phone Police" as The Phone Company Manager. The fourth time he made an uncredited appearance as The Old Nathaniel in the series revival's episode "The Tale of the Forever Game".
  • According to creator DJ MacHale, the initial script for this episode came to be too long so some scenes had to be cut.
    • He stated that this episode is one of his favorites.
  • The concept of this episode is likely an homage to John Carpenter's The Fog.