Fans of the original Nickelodeon series Are You Afraid of the Dark? should prepare themselves for one major format change in the reboot: Instead of just sharing their fireside tales of ghouls and lake monsters and other things that go bump in the night, the new members of the Midnight Society will actually find themselves inside the story. And while the three episodes of the miniseries are all separate, they'll all be centered around the group's showdown at the Carnival of Doom, as one character's chilling nightmare will come to life.

The decision to focus more on the pint-sized storytellers and let them experience the horror action this time around was the result of creator BenDavid Grabsinki wanting to know what it would be like to be invited into the group and how it would feel to be under the pressure of telling one of the stories around the campfire. But even more than that, he said, it was about the characters themselves.

"The fun of that idea is the Midnight Society are fundamentally horror nerds who know everything about stories that are scary, and having them deal with that creates a different dynamic because they know how these things play out," he said. "They're detectives ... they'll interrupt people and say, 'Oh yeah, we understand — we know what's going on here,' which can annoy some of the characters because they know the tropes."

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The new Midnight Society is made up of several kids, and each of them has their own story to tell. The key members include Miya Cech as Akiko, whom the actress describes as an "aspiring director who loves horror" and is very "no-nonsense and lays the facts down." Then there's Jeremy Ray Taylor's Graham, whom the actor says is both a vintage horror fan and a "giant germaphobe." "He's scared of everything, but also when it comes to his friends, he puts that aside, he does everything for them," Taylor explained.

Sam Ashe Arnold stars as Gavin, the "popular kid" who gets weak in the knees for the cool new girl Rachel, played by Lyliana Wray. "He's a member of the Midnight Society, and he is cool around pretty much everyone but Rachel. It's a weakness for him. He turns into a goofball," Arnold explained.

Perhaps Gavin's reaction is about more than just a schoolboy crush, though, because it turns out that Rachel's the catalyst for all of their problems. "One of her drawings gets noticed — of Mr. Tophat — by Graham, and she gets to join the Midnight Society," explained Wray, who described her character as shy and awkward, but a very talented artist. "She tells her story about Mr. Tophat and the Carnival of Doom. And they all wake up the next day and discover that the carnival is real."

Lyliana Wray, Sam Ashe Arnold, Tamara Smart, Jeremy Taylor, and Miya Cech, <em>Are You Afraid of the Dark</em>Lyliana Wray, Sam Ashe Arnold, Tamara Smart, Jeremy Taylor, and Miya Cech, Are You Afraid of the Dark

Mr. Tophat, a character created for Rafael Casal as an "evil Willy Wonka" type, presides over all the mayhem afoot in this crazy carnival adventure. He's the master of ceremonies at the Carnival of Doom, as well as the "protagonist" in all of Rachel's dreams (and nightmares). And although the choice to go for a Jack Skellington-type of persona might've been risky, everyone knew right away that Mr. Tophat was just the thrill the show needed as soon as they saw the first footage.

"More than scary, it was just awesome. It looked really, really cool," Casal said of his well-documented reaction to the first take. "The first time you see the shots you decide whether or not you buy it, and we knew in that moment that oh, yeah, this is working. This villain has to be the polar end of terror, so it has to sell. I was excited that it worked."

"He's either a really awesome bad guy or he's David S. Pumpkins," Grabinski added of his villainous creation. "He wasn't David S. Pumpkins, so we knew we did a good job."

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Producer Matt Kaplan — who moved the project from Paramount, where it would've been a film, over to Nickelodeon when Brian Robbins was named head of the network — said that while the primary challenge was to pivot to the Midnight Society as the centerpiece of the story, maintaining the eerie essence of the original, which had been his favorite show, was also essential. "I think we wanted to make sure that not only do we lean into the Midnight Society and dive deeper into their characters ... [but] how do we maintain that level of scares," Kaplan said.

In addition to plopping the characters in the middle of nowhere, in a creepy carnival set into the woods, producers also aimed to recapture the spirit of the vintage version through Easter eggs, like an intro that honors the original and some familiar baddies among Mr. Tophat's kaleidoscope of carnival minions — among them, Zeebo the Clown and the Ghastly Grinner. Plus, some scenes borrow largely from the creators' favorite episodes. Grabinski, for example, pointed to "The Tale of the Dead Man's Float" as the episode that "traumatized" him in his youth, and since that segment revolved around a skeleton and a pool, it likely inspired the miniseries' use of several water sequences in the new iteration. "I just wanted to do a bunch of homages. There are multiple scary water moments of things coming out of the water. And I don't want to spoil it, but I will tell you that they are probably the scariest stuff on the show," he said.

While Are You Afraid of the Dark? is currently being presented as a miniseries, Kaplan said that there could be more where that came from. "I think we all went into this with the intention that there would be many, many, many more," he admitted, adding that the structural shift of the Midnight Society becoming players in their own stories is here to stay. "I think we'll always lean into the Midnight Society, how that story unfolds, whether you go with an anthology, whether you go extend it into more episodes, that's something we'll react to when we see what people think."

Are You Afraid of the Dark is a limited, three-episode series that premieres on Nickelodeon on Friday, Oct. 11 at 7/6c. Parts two and three follow on Friday, Oct. 18 and Friday, Oct. 25 at 7/6c.

<em>Are You Afraid of the Dark?</em>Are You Afraid of the Dark?