“We’re called The Midnight Society. Separately, we’re very different. But one thing draws us together: the dark! Each week, we gather around this fire to share our fears and our strange and scary tales.”


Are You Afraid of the Dark (AYAOTD :-P) is a kids TV show that was broadcast on Nickelodeon during 90-ties. In short it was something like Twilight Zone for kids, an anthology of horror like stories. However, nothing gruesome or disgusting, just a piece of traditional storytelling and honest film-making. I grew up in a post-communist country and I’m pretty sure AYAOTD was never broadcasted here, so I had to do some research and track down a few episodes. TV show itself is pretty good and stood a test of time. Episodes I have seen are very enjoyable even today so give it a whirl if you had a chance.


Around the height of the show’s popularity, Viacom decided to put the franchise to use in video games. AYAOTD is an interesting mashup of Myst-like point and click adventure and horror game such as 7th Guest. I dare to say that in certain aspects it is better than both. On October 31, 1928, famous magician Orpheo did his spectacular Teleportation Trick. Unfortunately, something went wrong and his daughter Elizabeth disappeared into limbo. It was first in the series of tricks that went wrong. Was it just a series of unfortunate events or perhaps something more sinister was going on? Orpheo slowly descends into madness and his famous theater turns into a relic of the past. Past followed by stories of the ghosts roaming its halls.

You are invited as a prospective member of Midnight Society to finish a story started by one of the founding members. Your actions follow the story of Terry and Alex, two young siblings who got involved in an old curse that encircle Orpheos theater. You walk around the old theater, explore various rooms, puzzle out what is going on and try to get yourself out alive. Most of the puzzles make clear sense and you are getting tips along the way. Afterall game is targeted at a younger audience. Exposition of the story is done through nice comic book style animations and notes spread around the theater.


The story of the game was written by Dan Duling, playwright, and screenwriter. He got involved in writing the story through his daughters who were fans of the show. Unfortunately, Dan himself confirmed few years ago that he doesn’t have the original story anymore. The short story was few pages long and Raymond Benson and his team extended it for the game’s screenplay. Speaking of Raymond Benson, a mastermind and main designer behind the game. His footprint in the game industry is quite enormous. While I believe AYAOTD is his masterpiece, he worked also as writer or designer on James Bond text games, Ultima VII, Return of the Phantom and Dark Seed 2. When browsing people involved in development I noticed few persons were coming from company ICOM Simulations, a company Viacom New Media was acquiring. The acquisition was completed in 1995.1 ICOM already had experience with FMV games thanks to the trilogy of Sherlock Holmes: Consulting detective I, II and III or Dracula Unleashed.

brainscanWhat is interesting about the in-game actors and production is that most of the characters were acted by one person and the voice over done later by another person. For example, the voice of Terry was provided by Blaze Berdhal known as Lenni from a kid show Ghostwriter while she was portrayed by Rebecca Arends. T. Ryder Smith, who voiced Orpheo, is probably best known for his role of Trickster in horror movie Brainscan (starring alongside Edward Furlong and Frank Langella, the image on the left). He also lent his voice to a famous Bioshock franchise. Orpheo is a bit over the top character, but it is awesome to hear his voice when he comments on your efforts hinting that you are doomed.

FMV segments of the Midnight Society has all the original cast from the TV show and contain original footage made for the game. Their segments are usually pretty short but they are implemented greatly into the gameplay. Most of the development team also contributed as actors. For example, famous Federico song, the dance was performed by Raymond Benson himself. Some of the monsters in the game were played by devs in the makeup.


Production values are enormous for the game of this era. Graphics is the combination of CGI and digitized components.  The game takes place in Orpheo Theatre and developers used Chicago’s Congress Theatre as a model. Theatre was built in 1926 and was closed after a series of code violations. Theatre is official Chicago landmark and will be hopefully renovated by 2017 after spending over 50 million USD.2 Check the screenshots below where some are digitized photos and some CGI environments. In some areas, CGI was used for practical reasons. For example, when the actual environments were not spooky enough. Parts that were left almost unchanged are the basement and the attic as they looked very creepy in reality. It is very interesting how digitized shots do not clash with purely CGI rooms. The atmosphere of the place looks amazing and creators also had their own share of spooky stuff while filming there. During the filming in the empty theater, an omniscient sound of organ suddenly began to play. It turned out that the repairman was scheduled that day to carry out the repairs.3

Occasionally very nice practical effects were used (example, below skeleton animation). A full-scale model was created and traditional stop animation technique was used for animating it. In some of the frames, you can see shadows creeping in on the green screen. Cleanup process and tools were not that advanced as they are today. Interestingly also, a lot of props were real. The Orpheos Museum of Natures Oddities used a lot of objects that could be found in the back room of Museum of Natural History.3

As for the FMV parts they can be divided into two groups. Encounters with ghosts of the former employees asking for help or giving hints. They are integrated directly into backgrounds and take an only small portion of the screen. Second is actual interaction with already mentioned Midnight Society. They occasionally comment your decisions, for example if you make a wrong move and kill your protagonists they will give you a chance to correct yourself and undo the damage done. Last but not least I have to commend the quality of the makeup and wardrobe used along with very fitting music produced by the Jason Nyberg.



Lastly, thanks to an amazing facebook group of the fans of the game, I have found out cheat codes that enable a lot of easter eggs hidden in the game. I did some screenshots of the extended credits scene and mixed them with concept art that I was able to obtain below. If you want to use the cheat code yourself you can (these were provided by Jim Weisz who worked on the game as an engineer).

There are 3 levels of access:
1) The Back Door. Find a quiet spot where nothing is happening – for example, the initial street scene after Alex finishes his speech. Hold down the Control key down and type FLORKIT (all caps).
2) The Evil Genius. Activate the Back Door. Go to the poster of Orpheo on the front of the theater. Once you’ve seen my picture, hold down the Alt key and type weisz
3) The Super Evil Genius. Activate the Evil Genius. Without moving, type nate


Overall, Are You Afraid of the Dark is an adventure that has unfortunately become a bit forgotten. But its production values, story and overall fun prove that FMV games can be great.

I declare this meeting of the Midnight Society closed!

I would like to thank Doug Heinlein who was so kind and provided concept art and amazing facebook group of fans who collected plethora of knowledge about the game and its development.

Concept Art:

Easter Eggs:

Post Credits scene with a lot of developers photos.

1. Wired.com: Viacom Doesn’t Suck
2. Chicago Tribune: Congress Theatre Plans
3. Are You Afraid of the Dark?: The Tale of Orpheo’s Curse facebook group

Sources and further reading: