Last Friday, “Part One: Submitted for Your Approval” introduced a new take on the Midnight Society. A group of scary story loving young teens that realized they might actually be active participants in inductee Rachel’s (Lyliana Wray) initiation story about the Carnival of Doom. Director Dean Israelite and writer/director BenDavid Grabinski perfectly toed the line between nostalgia and reinvention, full of nods and homages to the genre, as they set up the introduction to Nickelodeon’s three-part revival.

While Part One delivered on getting us acclimated to the fully rendered world and its characters, the next installment drops the viewer into the deep end of Rachel’s nightmares made real. The narrative is propelled forward in a thrilling way, upping the ante for its plucky heroes and spinning the web of mystery wider.

In “Part Two: Opening Night,” Rachel has some serious explaining to do. The arrival of the Carnival of Doom is an awfully strange coincidence, after all. Rachel is just as in the dark; she thought it was nothing more than a recurring nightmare. Rachel is determined to investigate not just for an explanation, but because in her nightmares the Carnival is responsible for many children going missing. Gavin (Sam Ashe Arnold), Akiko (Miya Cech), Louise (Tamara Smart), and Graham (Jeremy Taylor) are well versed in horror, though, and want no part of it. After some convincing, the Midnight Society reluctantly agrees to accompany Rachel to the Carnival of Doom’s opening night. The horror, of course, deepens.

With introductions out of the way, the story and scares are allowed to take center stage. The personalities and relationships between the Midnight Society are fleshed out further, too. Especially for the awkward budding romance between Gavin and Rachel. Because Rachel is so used to being a loner, navigating the waters of friendship and more with the Midnight Society raises the stakes.

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Those stakes don’t just give weight to Rachel’s motivations; they’re also a clever workaround for having such horror savvy characters. The Midnight Society knows it’s a bad idea to even step foot on site of the strange carnival. They also know splitting up is a serious horror rule not meant to be broken, but Grabinski creates specific, plausible reasons for the characters to go against their instincts anyway. Naturally, it results in some tense moments of terror for the splintered group. The show once again demonstrates a knack for knowing when to go full throttle on the scares, and when to offer up needed levity.

If there’s one downside to the episode, it’s that the more it shows Mr. Tophat (Rafael Casal) outside of Rachel’s nightmares, the less intimidating he becomes due to the over-the-top theatricality of his performance. We’re still invested because so much of his backstory is still veiled in mystery, but less is more in his case.

By the end of Part Two, so many questions have piled up that it’s difficult to comprehend that it’ll all wrap up in Part Three. The answers behind the Carnival of Doom might come fast and swift in the revival’s finale, but it’s all centered around Rachel’s story. There are still four other members of the Midnight Society with scary stories of their own to share. At the carnival’s opening night, Graham is sporting a snazzy t-shirt of The Gate. It’s a perfect summation of why we’re sad to see the series wrapping up so soon; the tone, heart, understanding of horror, and balance makes this revival a ride we don’t want to end.

“Part Two: Opening Night” airs on Nickelodeon Friday, October 18 at 7:00pm (ET/PT).