With the second episode of Nickelodeon’s reboot of Are You Afraid of the Dark?, Opening Night, The Midnight Society begins to face their fears as they enter the Carnival of Doom.

As we catch up with The Midnight Society after their classmate Adam (Forrest Rozitis) goes missing, we seem them rightfully begin to question how Rachel’s (Lyliana Wray) story has become real. I actually like how Rachel’s placement in the group is questioned by the everyone else and there’s a debate as to whether or not she’ll be allowed to stay. It came off more realistically and even if it the moment was obviously not going to last for long, it made the group feel like real kids and leads to a very touching moment between her and Gavin (Sam Ashe Arnold) later in the episode. Things before the group enters the carnival are pretty much typical filler with some flirting between Gavin and Rachel and some more strong comedic relief from Graham (Jeremy Ray Taylor) with him enlisting the help of Akiko’s (Miya Cech) brother Hideo (Cardi Wong) to investigate the carnival. There’re also some solid scares with Mr. Tophat (Rafael Casal) haunting Rachel at every turn and a pencil coming alive, which was a little gimmicky and dumb, that leads to a nice jump scare.

The real scares and fun come from the Carnival of Doom with an onslaught of creepy characters to scare The Midnight Society and a great performance from Casal. Mr. Tophat is easily one of the strongest aspects of the show as Casal gives him a dominating demeanor with a charming attitude that has an underlying sense of dread. Every scene with him is an absolute treat and he’s in full command of the show – especially with some of the carnival’s creatures at his disposal. From a tunnel of love full of skeletons to tall clowns terrorizing all of those that enter, the horror fan in me almost wishes that this carnival was real because it looks awesome – except without the kidnapping obviously. It’s a great setting that’s well utilized with the group splitting up to find Adam, who gives them a perfectly creepy smile when they see him.

Within them exploring the carnival, we also get some more insights with the group that are solid, but a little mixed at times. Akiko is still one of my favorites with her being a full on cinephile and Graham had my heart when he gave a classic Tarantino quote before entering the carnival. The one member that’s a little weak, though, is Louise (Tamara Smart) as her desire to maintain her popularity status just feels forced and her dislike to be seen with Graham just comes off like an unnecessary attempt to create conflict. With only one episode left, it’s unfortunate that Louise won’t likely find a stronger purpose – especially because Smart gives a solid performance. The big highlight, for me, is still Gavin as he sheds some light on his past in the group with a nice gesture to make Rachel feel more welcomed into the group.

Gavin’s strong impression is actually what makes the end of this episode so surprising and impactful as even the end of Rachel’s story comes true with Gavin seemingly going missing and everyone forgetting that they even went to the carnival. It’s a legitimate surprise that comes with an even more surprising cameo from Brandon Routh, who always puts a smile on my face, and it’s great to see that Rachel’s story has truly come to life. It not only does a great job digging into its premise but sets up Rachel’s desire to change the ending. With her stomping a scorpion into the ground and uttering a singular line that things are about to end, things are only about to get scarier as she takes on Mr. Tophat once and for all.

Are You Afraid of the Dark? doesn’t miss a beat with its second episode as it ups the scares and creates some fun surprises. With only one episode remaining, the stage is set for a strong finale filled with true terror and more fun character moments that, hopefully, could make us see The Midnight Society return in the near future.

Watch the Trailer Here: