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32 Facts About The Life Aquatic with Steve Zissou

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Let me tell you about my boat. The Life Aquatic with Steve Zissou premiered ten years ago this Christmas, so let's take another trip on the Belafonte, shall we?

1. The Life Aquatic with Steve Zissou was inspired by a single image director and co-writer Wes Anderson had of seeing the inner workings of a boat cut in half. The vision ended up in the final movie and was created using a massive set that measured 150 feet long and 40 feet high.

2. Anderson was also inspired to make the movie because of one of his childhood heroes: Jacques-Yves Cousteau, the popular oceanographer and adventurer. Many of the details in the movie mirror Cousteau’s real life. The character of Zissou was originally supposed to be named “Steve Cousteau,” and besides being an ocean-documentarian like the fictitious Zissou, Cousteau also had a research vessel named the Calypso (Zizzou’s is the Belafonte), which, like Zissou’s ship, had a mini-sub, a gyrocopter, and a research balloon. Cousteau's crew wore red knit caps and uniforms, and his son Phillipe was tragically killed in a plane crash.

3. Cousteau can also be found in other Wes Anderson movies: Max Fischer, the lead character from Rushmore, finds an inscription in the book Diving for Sunken Treasure by Jacques-Yves Cousteau and Philippe Diole, which leads him to Miss Cross. Also, a Richard Avedon portrait of Cousteau can be seen behind Owen Wilson and James Caan’s characters in Bottle Rocket when the two are at a party.

4. Besides the Cousteau influence, the now-famous blue polyester Team Zissou uniforms were also inspired by the uniforms worn by the characters on the U.S.S. Enterprise in the original Star Trek TV series.

The costumes were created by famed costume designer Milena Cononero, who is best known for working with director Stanley Kubrick on A Clockwork Orange, Barry Lyndon, and The Shining. She also worked with Anderson again on The Darjeeling Limited and The Grand Budapest Hotel,

5. Co-writers Wes Anderson and Noah Baumbach wrote the film over a series of lunches they had at a restaurant in New York’s Greenwich Village called Bar Pitti (they recorded the audio commentary for the DVD there too).

In fact, many details that found their way into the movie were inspired by the restaurant. Zissou’s homebase, called Pescespada Island, was named after the swordfish entrée on the restaurant’s menu (Pesce spada is Italian for swordfish), the three-legged dog Cody was named after a regular the two would converse with at the restaurant, and Ned’s trademark stoplight graphic on his official red Zissou cap was inspired by a similar hat that Wes Anderson saw on a teenager in Bar Pitti.

6. The character of Steve Zissou was written specifically for Bill Murray. Anderson originally told Murray about the idea for The Life Aquatic on the set of Rushmore. Anderson allegedly wanted to make the character an amalgamation of Jacques Cousteau, the character of Guido Anselmi played by Marcello Mastroianni from the Federico Fellini film 8½, and Murray himself. Murray has appeared in every Wes Anderson feature film so far except for Bottle Rocket.

7. Other roles in the film written specifically for the actors were Owen Wilson as Ned, Anjelica Huston as Eleanor, and Bud Cort as Bill the Bond Company Stooge.

8. Ned Plimpton wasn’t always the genteel southern man he was in the film. Anderson added that character detail after he heard Wilson doing an impression of Wilson’s Armageddon co-star—and South Carolinian—Will Patton.

9. Anderson and Baumbach based Steve and Ned’s paternity storyline on a similar story that alleges film director John Frankenheimer is the father of film director Michael Bay. Bay previously directed Owen Wilson in the film Armageddon.

10. The Life Aquatic marks the first collaboration between Anderson and Roman Coppola, who served as the film’s second unit director. Coppola would later go on to co-write, co-produce, and again serve as second unit director on Anderson’s The Darjeeling Limited, provide the voice of the Squirrel Contractor in Fantastic Mr. Fox, co-write Moonrise Kingdom, co-write and co-produce Anderson’s short film Castello Cavalcanti, and was a part of the special photography unit on The Grand Budapest Hotel.

11. The Loquasto Film Festival director who moderates the Q&A in the beginning of the film is real-life NYU film professor Antonio Monda. Anderson cast Monda because the two were friends and he needed somebody who could speak Italian.

12. Team Zissou’s sound man, Renzo Pietro, is played by the movie’s actual sound mixer Pawel Mdowczak. In many of his scenes he’s carrying a live microphone to capture real-time audio from each take.

13. Oseary Drakoulias, Michael Gambon’s character in the film, is based on infamous Hollywood producer Dino de Laurentiis. Drakoulias’ glasses are modeled after similar glasses worn by director Sergio Leone.

14. The film was shot almost entirely at the famed Cinecittà studios in Rome, Italy.

15. The Belafonte was a real British minesweeper ship—first launched in 1958—that was originally called the HMS Packington. It was later sold to the Navy of South Africa and renamed the SAS Walvisbaai before it was bought by the production designers on The Life Aquatic in Cape Town and towed all the way to Italy. After the film was completed, the boat was bought in 2006 by an anonymous millionaire, restored, and docked in Dubai. It now serves as a yacht named the Mojo.

16. The ship belonging to Zissou’s rival, Alistair Hennessey (played by Jeff Goldblum), was an operational NATO research vessel called the NRV Alliance that the production borrowed for various exterior shots. According to NATO and the Centre for Maritime Research and Experimentation, one of the ship’s main goals is to study the “reduction of ship-radiated noise,” as well as “to conduct a wide range of experiments in all the oceans of importance to NATO.”

17. Cate Blanchett’s character Jane Winslett-Richardson was modeled after primatologist and anthropologist Jane Goodall.

Blanchett’s character is pregnant during the film, and the actress had a body cast made in order to give her a fake pregnant stomach. Blanchett became pregnant in real life prior to shooting, so for half of the film she used the fake stomach and the other half she used her actual pregnant bulge.

18. Kumar Pallana, an actor who appeared in Anderson’s Bottle Rocket, The Royal Tenenbaums, and The Darjeeling Limited, was also supposed to appear in The Life Aquatic as Team Zissou’s cook, but his character was cut during the script phase of production.

19. The portraits of Zissou’s mentor, the fictional Lord Mandrake, are based on the likeness of photographer Jacques-Henri Lartigue. Much like Jacques Cousteau, Lartigue’s influence can be found in other works by Anderson as well. One of the most famous shots from Rushmore, which features one of main character Max Fischer’s many clubs, is based on a photo shot by Lartigue.

20. Before settling on Lartigue’s image as Lord Mandrake, Anderson wanted to use fellow director Nicolas Roeg for the part. But due to scheduling conflicts, Roeg couldn’t make it to Italy in time for what Anderson needed and the director had to back out.

21. If you look closely, one of the pirates is wearing a University of Texas knit cap. Texas is Wes Anderson’s college alma mater.

22. The moment when Steve pulls a gun on Jane while she’s interviewing him was entirely improvised by Bill Murray. Anderson thought it was so outrageously funny that he had Murray do it again in different takes and kept it in the movie.

23. Wes Anderson’s brother Eric and Owen Wilson’s father Robert both appear as Air Kentucky pilots at Ned’s funeral aboard the Belafonte.

24. All of the undersea creatures in the film were done using stop motion animation, and were created by legendary stop motion director and animator Henry Selick who is best known for directing The Nightmare Before Christmas. Selick and Anderson were originally going to re-team after The Life Aquatic on Anderson’s own stop motion animated film Fantastic Mr. Fox, but Selick dropped out of the project to direct his own animated feature, Coraline.

25. Selick’s Jaguar Shark puppet measured 3 meters long, and was the largest stop-motion puppet ever created. In order to give it a sense of floating through water, all the stop-motion animation on the Jaguar Shark was done upside down to make it sag against gravity.

26. Co-writer Noah Baumbach has a cameo in the film as Phillip, the assistant to Michael Gambon’s character Oseary Drakoulias. Anderson and Bambach would go on to work together again: Anderson produced Baumbach’s 2005 film The Squid and the Whale, and they also co-wrote Anderson’s adaptation of Fantastic Mr. Fox.

27. The stairs and door seen in the final shot of the movie is the actual a back entrance to the Quirinal Palace in Rome. Anderson discovered the location by accident while riding his bike around Rome looking for a particular gelateria.

28. The song "Let Me Tell You About My Boat" by the film’s composer Mark Mothersbaugh, which plays over the cutaway shot of the Belafonte, is actually the melody of the song “Scrapping & Yelling,” which Mothersbaugh wrote for Anderson’s film The Royal Tenenbaums, played backwards. Despite Mothersbaugh scoring all of Anderson’s films up to and including The Life Aquatic, it is the only one of Anderson’s films to include a song by Mothersbaugh’s band, Devo.

29. The Life Aquatic is the first Wes Anderson film not to include a song from The Rolling Stones on the soundtrack.

30. Musician and actor Seu Jorge, who plays Pele and can be seen singing David Bowie songs in Portuguese in the film, compiled all of the Bowie songs recorded during the movie and put them together in a record called The Life Aquatic Studio Sessions Featuring Seu Jorge.

31. The idea for the end credit sequence, in which all of the film’s characters—including Ned—return for a sort of curtain call, was taken from a similar sequence in the 1984 film The Adventures of Buckaroo Banzai Across the 8th Dimension.

32. A line in the end credits reads: “The filmmakers acknowledge that the real Steve Zissou is a prominent attorney in New York City specializing in complex federal litigation.” The movie studio had to negotiate with a real-life lawyer named Steve Zissou in order to use his name for the title character. According to the real-life Zissou, "It's been, to my surprise, a lot of fun, and I think Bill Murray is America's greatest living actor."

Additional Sources:

Blu-ray special features

The Wes Anderson Collection by Matt Zoller Seitz

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15 Surprising Facts About Steve Carell
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From the seven seasons he spent as the star of NBC’s The Office to leading man roles in comedy classics like The 40-Year-Old Virgin, Steve Carell has become one of Hollywood’s most in-demand funnymen. But he has proven his dramatic chops, too, particularly with his role as John du Pont in Foxcatcher, which earned Carell an Oscar nomination for Best Actor in 2015. Even if you’ve seen all of his movies, there’s probably a lot you don’t know about the Massachusetts native, who turns 55 years old today.

1. HE THOUGHT HE WANTED TO BE A LAWYER.

Steve Carell attended Ohio’s Denison University, where he received a history degree in 1984, and had planned to move on to law school. But when it came time to apply, he found himself stumped by the first question on the application: Why do you want to be a lawyer?

“I had never considered acting as a career choice, although I’d always enjoyed it,” Carell told NJ.com in 2011. “I enjoyed hockey and singing in the choir, and I didn’t think of them as potential careers, either … But I began to realize I really loved acting, and telling stories. Reading a book, watching a movie, going to a play, it’s transporting, and very, very exciting. And to be a part of that, creating things with your imagination, whoa."

2. HE WORKED AS A MAILMAN.

Shortly before he moved to Chicago and performed with The Second City, Carell worked as a postal carrier in the tiny town of Littleton, Massachusetts. Because the post office didn’t have its own mail vehicles, Carell had to use his own car. He kept the gig for just four months, then took off for the Windy City. “And months later, I found mail under the seat of my car,” he admitted. Carell also said it was the hardest job he has ever had.

3. HE WAS HIS WIFE’S TEACHER.

No, it’s not as risqué as it sounds. Carell met his wife, Nancy Walls, through an improv class at Second City; he was the teacher, she was one of his students. “I beat around the bush [before asking her out] and said something stupid like, ‘Well, you know, if I were to ever ask someone out, it would be someone like you,’” Carell told Details of his earliest attempts at flirting. “It’s so stupid, but it was all self-protection. She was the same way: ‘If somebody like you were to ask me out, I would definitely go out with him. If there was a person like you.’” The couple married in 1995 and have appeared in several projects together.

4. THE COUPLE HAD TO BREAK UP (ON CAMERA) ON THEIR 17TH ANNIVERSARY.

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For Lorene Scafaria’s underrated 2012 end-of-the-world dramedy Seeking a Friend for the End of the World, Steve and Nancy played a married couple who split up when it’s announced that an asteroid heading toward Earth will obliterate the planet in three weeks. Their break-up scene happens very early on in the movie, and they ended up filming it on their 17th wedding anniversary.

“She gets to leave me right at the beginning,” Carell told Parade. “They used the take where her shoe came off in the car, and she bolted across that field with one shoe on. I don’t think I’ve ever seen her run that fast. We shot the scene on our 17th anniversary. [The director] got us a cake and the crew sang ‘Happy Anniversary’ to us. It was very sweet, a very special night."

5. HE AND HIS WIFE AUDITIONED FOR SNL TOGETHER; ONLY ONE OF THEM MADE IT.

In 1995, the same year they married, both Carell and Walls auditioned for Saturday Night Live. Walls made it but Carell didn’t, which must have made for one awkward celebratory dinner. But it all turned out well in the end; Carell went on to become a household name and has hosted the show on two occasions.

6. HE WAS ONE HALF OF “THE AMBIGUOUSLY GAY DUO.”

Though he missed out on the chance to become a regular SNL cast member, there was a silver lining: He was free to say “yes” to taking a role on The Dana Carvey Show, a sketch show that SNL alum Dana Carvey created for ABC. Though it was short-lived, the show was full of amazing comedic talent; in addition to Carvey and Carell, the show featured Stephen Colbert, Bob Odenkirk, and Robert Smigel and a writers room that included Louis C.K., Charlie Kaufman, and Robert Carlock. The show marked the debut of Smigel’s recurring animated sketch, “The Ambiguously Gay Duo,” which followed the adventures of Gary and Ace, who were voiced by Carell and Colbert, respectively. After the show was cancelled, Smigel brought the “Duo” over to Saturday Night Live.

7. HE OWNS A GENERAL STORE IN MASSACHUSETTS.

While many A-list stars run side businesses—restaurants, wine companies, clothing lines, etc.—the Carells' second gig is a little less glamorous. In 2009, they bought the Marshfield Hills General Store in Marshfield, Massachusetts—where they spend their summers—in order to preserve it as a local landmark. 

“The main impetus to keep it going is that not many of those places exist and I wanted this one to stay afloat,” Carell told The Patriot Ledger. “Just generally speaking, there are not that many local sort of communal places as there used to be ... I think it’s nice for people to actually go and talk and have a cup of coffee and communicate with one another."

8. HE PLAYS THE FIFE.

Yes, Carell has got some musical talent and can actually play the fife. It’s a skill he acquired early in life, and shares with several of his family members. And it came in handy when he joined a reenactment group that portrayed the 10th (North Lincoln) Regiment of Foot, a line infantry regiment with the British Army.

9. HE WAS NOT THE FIRST CHOICE TO PLAY MICHAEL SCOTT IN THE OFFICE.

Though Michael Scott, the clueless manager of paper company Dunder Mifflin’s Scranton, Pennsylvania branch in The Office, is still probably Carell's best-known role, he wasn’t the first choice for the part. Paul Giamatti was reportedly the first choice, but he declined. Hank Azaria and Martin Short were also in the running. Bob Odenkirk was actually cast in the role because Carell was committed to another series, Come to Papa. But when that show was cancelled after just a few episodes, the role of Michael Scott was recast with Carell. (Odenkirk appeared in one of the series’s later episodes, playing a boss who was eerily similar to Carell’s Scott.)

10. WHEN CARELL LEFT THE OFFICE, THE CAST AND CREW “RETIRED” HIS NUMBER ON THE CALL SHEET.

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When Carell left The Office after seven seasons to focus on his film career, the cast and crew continued one tradition in his honor. “Steve was No. 1 on the call sheet because he was the lead of the show,” co-star Jenna Fischer told TV Guide. “And when he left, we retired his number. No one, ever since he left, was allowed to be No. 1."

11. HE WAS IN TALKS TO PLAY RON DONALD ON PARTY DOWN.

Before Party Down made its premiere on Starz with Adam Scott playing failed actor Henry Pollard, it was supposed to be an HBO series with Paul Rudd in the lead. And Rudd was pushing for Carell to play bumbling catering manager Ron Donald, as The Office didn’t get off to a great start and looked to be in danger of getting cancelled. Ultimately, HBO ended up abandoning the project, which Starz scooped up—with Scott as Pollard and Ken Marino as Ron Donald.

12. JAMES SPADER REALLY WANTED TO PLAY BRICK TAMLAND IN ANCHORMAN.

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Though it was The 40-Year-Old Virgin that turned Carell into a leading man on the big screen, his role as oddball meteorologist Brick Tamland in Anchorman brought him a lot of attention. But if James Spader had his way, Carell would never have appeared in the role at all. In a 2013 interview with Baller Status, director Adam McKay shared that before the film was even cast:

“I get a phone call and I hear that James Spader is obsessed with Brick's character. I say ‘James Spader? That is insane, will he come in and read?’ They say, ‘No, he's not going to come in and read; he's James Spader!’ James Spader and I end up talking and he called it about the Brick character. He thought it was one of the funniest character he ever read and we weren't even sure if it was going to work. He literally said, ‘I will do anything to get this role.’ Eventually, we were just like, ‘This is James Spader; he is too good for this role.’ But, he was right about how funny it was. The movie studio even questioned us and said how bizarre Brick is, and it wouldn't work. I felt bad we didn't cast James, but Carell was so good.”

Spader proved his comedic chops in 2011, when he was cast as Robert California, Michael Scott’s replacement on The Office (who quickly manages to convince the company owner to appoint him as CEO).

13. UNIVERSAL STUDIOS' EXECUTIVES WERE CONCERNED THAT CARELL WAS COMING OFF AS A SERIAL KILLER IN THE 40-YEAR-OLD VIRGIN.

Though it turned out to be one of 2005’s biggest hits, getting the tone right on Judd Apatow’s The 40-Year-Old Virgin proved to be a fairly difficult task. At one point, executives at Universal Studios expressed their concern to Apatow that Carell might come off as a serial killer to viewers.

"There is a fine line," producer Mary Parent told the Los Angeles Times. "Men and women alike could look at him and if he's too much of a sad sack, they will think, 'Dude, get a life.’” Apatow ended up adding several lines about the fact that Carell’s character could be a serial killer.

14. HE LEARNED MAGIC FROM DAVID COPPERFIELD.

In 2013, Carell played a magician in The Incredible Burt Wonderstone. In order to get the role just right, he went straight to the top: David Copperfield. The famed illusionist taught Carell and co-star Steve Buscemi a trick called “The Hangman,” and they were both sworn to secrecy. “I actually had to sign something that I would not divulge,” Carell told The Hollywood Reporter. “So that was kind of cool.”

15. HE OFFERED PRINCETON'S 2012 CLASS SOME TIPS FOR SUCCESS.

In 2012, Carell delivered a speech to Princeton University graduates—which included his niece—during Class Day. He ended his talk by offering some tips to the grads:

“I would like to leave you with a few random thoughts. Not advice per se, but some helpful hints: Show up on time. Because to be late is to show disrespect. Remember that the words 'regime' and 'regimen' are not interchangeable. Get a dog, because cats are lame. Only use a 'That's what she said' joke if you absolutely cannot resist. Never try to explain a 'That's what she said' joke to your parents. When out to eat, tip on the entire check. Do not subtract the tax first. And every once in a while, put something positive into the world. We have become so cynical these days. And by we I mean us. So do something kind, make someone laugh, and don't take yourself too seriously.”

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25 Future Stars Who Appeared on Are You Afraid of the Dark?
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A number of future celebrities stopped by Are You Afraid of the Dark? over its seven-season run—first from 1992 to 1996, and then again from 1999 to 2000 as part of Nickelodeon's SNICK lineup. Some were members of the Midnight Society, and some were merely there to help bring the creepy campfire tales to life. Here they are, on the 25th anniversary of the show's premiere, submitted for the approval of Mental Flossers.

1. RYAN GOSLING // SEASON 5, EPISODE 3

Fresh off his stint in The Mickey Mouse Club—and well before he was Young Hercules—Ryan Gosling appeared in the 1995 episode “The Tale of Station 109.1.” He played Jamie Leary, a T-shirt and flannel-wearing kid whose younger brother, Chris, is obsessed with death. To break him of his morbid obsession, Jamie locks Chris in a hearse, cautioning him to "keep it down, or you'll wake the dead!" before he leaves him there. (Nice brother!) Comedian Gilbert Gottfried also appears in this episode as a DJ at the titular radio station.

2. NEVE CAMPBELL // SEASON 3, EPISODE 13

Future Scream queen Neve Campbell played Nonnie Walker in the 1993 episode “The Tale of the Dangerous Soup,” in which recurring villain Dr. Vink makes a dish that requires a very special ingredient: his employees’ fear.

3. AND 4. EMMANUELLE CHRIQUI AND ELISHA CUTHBERT // SEASON 5, EPISODE 12

Future Entourage star Emmanuelle Chriqui had just five roles on her resume when she played Amanda, a teenage hospital volunteer who has to contend with a shape-shifting vampire, in “The Tale of the Night Shift.” 

Happy Endings and 24 star Elisha Cuthbert had a blink-and-you’ll-miss-her part in that episode, too. Series co-creator D.J. MacHale directed her in the episode, although he didn’t remember it. “There’s one scene where a nurse walks out of the room [in the hospital where a shape-shifting vampire was shacking up] and sees a little girl [who had shape-shifted from said vampire] whom she follows,” MacHale said. “And that little girl was Elisha Cuthbert. For all I know, that was the first time she was ever on camera, so that was kind of cool!” It was, in fact, Cuthbert’s first on-screen role; later, she would return to the series during its second run as Megan, a member of the Midnight Society.

5. MIA KIRSHNER // SEASON 1, EPISODE 5

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Before she starred in The Crow: City of Angels, Not Another Teen Movie, and The L Word, Mia Kirshner appeared in the 1991 episode “The Tale of the Hungry Hounds.” Kirshner played Pam Pease, a teenager who discovers her dead Aunt Dora’s horse riding jacket in a trunk in the attic … and promptly becomes possessed with Dora’s spirit.

Despite the fact that the show always begins with a campfire, this was the only episode to show a kid striking a match. “[Nickelodeon] didn’t want to teach kids how to strike matches,” MacHale told Splitsider. “They were afraid someone would burn their house down or something like that. So the campfire was always already lit when [the Midnight Society] showed up. There was one episode where someone did light a match when it slipped by Standards and Practices in an episode I directed. Mia Kirshner was the star in that episode, and in that scene, she had to light a lantern, and she didn’t know how to light a match! We practically had to fake it because she was like, ‘I’ve never done this before!’ Which I guess maybe gives credibility to Nickelodeon’s theory that we didn’t want to teach kids how to light a match.”

6. DANIEL DESANTO

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You probably recognize him as Gretchen Weiner’s kinda-sorta-boyfriend in Mean Girls, but before that, Daniel DeSanto was providing the voice of Carlos Ramon on the cartoon The Magic Schoolbus and playing Tucker, a Midnight Society member, on 65 episodes of Are You Afraid of the Dark? from 1992 to 2000.

7. EUGENE BYRD // SEASON 1, EPISODE 6

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Shortly after he played Eugene on The Cosby Show, Byrd booked the role of practical-joke loving Weeds in a 1992 episode, “The Tale of the Super Specs.” He buys his girlfriend, Mary Beth, a pair of weird glasses that allow her to see terrifying black-clothed beings from another dimension (who are even into playing creepy games of basketball!). Spoiler alert: The episode does not have a happy ending for Weeds and Mary Beth. Byrd would go on to star in shows like Ghostwriter, Bones, DaybreakCrossing Jordan, True Blood, and Arrow.

8. JOANNA GARCIA SWISHER

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Joanna Garcia Swisher—then just Joanna Garcia—had a few small roles on other series before she played Sam, one of the members of the Midnight Society, beginning in Are You Afraid of the Dark's third season. She later appeared in Party of Five and Freaks and Geeks and starred on the TV series Reba. More recently, she played Ariel on Once Upon a Time.

9. JAY BARUCHEL

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The Knocked Up and Man Seeking Woman actor appeared in a few episodes of Are You Afraid of the Dark?, including Season 6's "The Tale of the Zombie Dice” and "The Tale of the Walking Shadow,” and the Season 7 episode “The Tale of the Time Trap.” He made his first appearance in Season 5’s “The Tale of Dead Man's Float” (above), playing a little kid who, in 1954, gets attacked by a ghost in a pool (which was, naturally, built over a graveyard). When the pool is reopened in the present day, things don’t go so well.

10. HAYDEN CHRISTENSEN // SEASON 6, EPISODE 13

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Before he was Anakin Skywalker, Hayden Christensen played Kirk in the 1999 episode “The Tale of Bigfoot Ridge.” The episode involved snowboarding, some excellent ‘90s music, the search for a missing friend, and a ghost that kidnaps people.

11. EDDIE KAYE THOMAS // SEASON 3, EPISODE 9

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Future American Pie star Eddie Kaye Thomas had his first-ever screen role in Are You Afraid of the Dark? in the 1994 episode “The Tale of the Curious Camera.” He played Matt, a kid that nobody notices—unless they’re bullying him. When he fails to show up in his basketball team portrait, the photographer gives him an antique camera. But it’s no ordinary camera: Bad things seem to happen to anything Matt takes a picture of. It’s all fun and games when it’s a picture of the wall or a bully at school—less so after Matt accidentally snaps a photo of his parents. (This is probably an homage to the Twilight Zone episode “A Most Unusual Camera.”)

12. COLIN FERGUSON // SEASON 5, EPISODE 7

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This actor, who starred on the SyFy series Eureka, got his start on Are You Afraid of the Dark?. In “The Tale of C7" Ferguson plays Tommy, one of the spirits summoned from a nearby lake by an old jukebox.

13. RACHEL BLANCHARD

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Blanchard had a few roles under her belt when she played Kristen, a member of the Midnight Society, on 26 episodes of Are You Afraid of the Dark? from 1990 to 1993. Later, she played Cher in the TV version of Clueless, had a guest-starring role on 7th Heaven, and, most recently, appeared in the TV series Fargo.

14. AARON ASHMORE

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Now best known for playing Jimmy Olsen on Smallville and Steve Jinks in Warehouse 13, Aaron Ashmore had just one screen credit to his name when he played Billy in the 1993 episode “The Tale of the Thirteenth Floor.” In 2000, he appeared on the show again, this time playing Jake in “The Tale of the Lunar Locusts.” The episode starred figure skater Tara Lipinski, who played an alien named Ellen, and dealt with alien babies buried beneath a school football field.

15. JEWEL STAITE

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Firefly and Serenity star Jewel Staite appeared on two episodes of Are You Afraid of the Dark?. In the Season 3 episode “The Tale of Watcher’s Woods," she played Kelly, a sorta-snooty summer camp attendee who gets lost in a dark and dangerous woods. Then, in Season 4, she got to rock the truly '90s fashion combo of turtleneck and strong-shouldered blazer as Cody in “The Tale of the Unfinished Painting.”

16. CHRISTOPHER HEYERDAHL

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Now known for his roles on Van Helsing, Hell on Wheels, Caprica, and True Blood, and for playing Marcus in the Twilight series, Christopher Heyerdahl had just one screen credit to his name when he appeared on Are You Afraid of the Dark? in two Season 2 episodes. First, he played Nosferatu in “The Tale of the Midnight Madness” (above), and, just two episodes later, played Leonid in “The Tale of the Thirteenth Floor.”

17. CHARLIE HOFHEIMER

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The man who would play Peggy Olsen’s boyfriend Abe Drexler on Mad Men and later take a starring role in 24: Legacy appeared in two episodes of Are You Afraid of the Dark? in the mid-’90s: “The Tale of the Water Demons” in Season 4—he played Dean Wilson, the cousin of the bad boy main character—and Season 5’s “The Tale of the Unexpected Visitor,” in which we learn a very valuable lesson: Never hack into the satellites your dad is using for deep space research. Not even to get "World War Four: Their Finest Hour" for free.

18. GREGORY SMITH // SEASON 4, EPISODE 13

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Future Everwood star Gregory Smith played train-obsessed Tim Williamson in “The Tale of Train Magic.” When a ghostly conductor gives Tim a new car for his train set, Tim is transported onto train 713 ... which had actually crashed years earlier, killing everyone on board.

19. CHRISTOPHER REDMAN

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Yet another actor who appeared on multiple episodes of Are You Afraid of the Dark?, Christopher Redman played Mike Carter, big brother to a truly awful little kid who steals the money for their mom's birthday gift and buys a Nintendo game, in the Season 3 episode “The Tale of the Crimson Clown” and, in Season 4, played Simon Lewis in “The Tale of the Renegade Virus.” He would go on to have roles in StarGate: SG1, Touching Evil, and Saved. He also played Michael Travers in 25 episodes of CSI: Miami.

20. AND 21. A.J. BUCKLEY and TED WHITTALL // SEASON 5, EPISODE 8

After he appeared as camp counselor Lonnie in the 1995 episode “The Tale of Manaha”—which featured monsters hungry for human flesh!—A.J. Buckley played Adam Ross on CSI: New York, Ed Zeddmore in Supernatural, and Danny Crowe in Justified. And in just his second-ever role, Ted Whittall—who has since appeared on The L Word, Smallville, Once Upon a Time, and Beauty and the Beast—played an unnamed Park Ranger.

22. KYLE DOWNES

Now best known as Lizzy McGuire’s Larry Tudgeman, Kyle Downes appeared in two Season 6 episodes of Are You Afraid of the Dark?, playing two different characters. In “The Tale of the Forever Game,” he played Nathaniel, a guy trapped in a tree until he can win a Jumanji-esque board game, and in “The Tale of Vampire Town,” he played vampire slayer Adder Carballo.

23. VANESSA LENGIES

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The American Dreams, Stick It!, and Glee actress became a member of the Midnight Society in 1999, playing Vange on the show's final two seasons.

24. LAURA VANDERVOOT // SEASON 7, EPISODE 11

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After she played Ashley Fox in the 2000 episode “The Tale of the Laser Maze”—which involves laser tag, karate, and clones—Laura Vandervoot appeared in Instant Star, had a role in Ted, and played Supergirl on Smallville.

25. EMILY VANCAMP // SEASON 7, EPISODES 1, 2, AND 3

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The future Everwood and Revenge star played Peggy Gregory in final season's three-part opener The Tale of the Silver Sight. It was her first-ever on-screen role.

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