Last nationally aired episode; aired 11/08/97
On November 8th, the second (and conversely final) episode aired. Titled "Night Terrors", the guest cast along
for this ep were
Ray Wise (Laura Palmer's daddy on Twin
Peaks!) as McCaig; our Harry Groener as
The Smiling Man;
Anna Gunn as Angie Gilpin;
Pepper Sweeney as Deacon Gilpin;
Michael Suchanek as Keith Gilpin;
Michael Watson as Steve Turner;
Sarah Jane Redmond as Carla, and
Taylor-Anne Reid as Sarah.
The episode was written by Stephen Gaghan and
directed by Kristoffer Tabori.
Nathan dreams of walking in a frigid tundra-
like wasteland. In the distance he sees
Gail, and calls her name, but can't seem to
reach her. Finally he does and she confronts
him, asking "Why?" His only response is
"Don't go," and she turns into his dead
partner, McCaig. At this the ground beneath
Nathan's feet gives way and he plunges into
water, trapped under the ice, as Gail and
McCaig stare down at him. Nathan wakes in a
start from his dream and records the time
into his bedside tape recorder. (opening
Meanwhile Steve is still traumatized by his
near-death experience (he was run over by a dream train in the previous episode), a trauma which keeps
recurring in his nightmares. After waking
from another unsuccessful attempt to control
his dreams, a frustrated Steve is told by
Nathan that he's not ready to enter client
dreams. "How come I'm the one who's been in
the hospital and you're the one who looks
like hell?" he kids Nathan, who declines to
answer that one.
In the receiving room, the team
is meeting with the Gilpins, a family of an aunt and father whose young son is trashing his room in his sleep.
The boy Keith, whose father is a deacon, has
been heard talking about church in his sleep,
and his father fears that he himself may have
done something to turn the boy off church.
Alone, Nathan tries to get Keith to talk
about why he thinks he has nightmares. Keith
tells about his mother, who was put in an
institution. Later he tells the group about
"the Smiling Man", a figure in his dreams.
The team decides they are ready to make the
dream jump and find out what the Smiling Man
and the dream mean.
In the dream Nathan, Kate, and
Keith enter a large, gloomy cathedral. The
interior seems ravaged, dank and sinister.
At the rear a large cross appears carved in
the wall, and changes from a cross to a set
of double doors. Before the doors sits a
baptismal basin filled with water, which
unnerves Keith for an unknown reason.
Suddenly from nowhere appears a weird man
dressed in a dark suit. He is giggly and
full of tricks; he produces an action figure
by magic from the basin, which impresses
Keith. Turning his attention to Nathan and
Kate, the stranger orders them to introduce
themselves -- and the two find they cannot
speak. "Hickory dickory dock, no one knows
how to talk," leers the stranger, who then
introduces himself first as Cotton Mather,
then as Jonathan Edwards. Nathan and Kate
seem to think he's a harmless weirdo -- until
he announces, "You have no idea how long I've
been waiting for you...Nathan." Nathan is
startled to be addressed by the boy's dream
figure, and the Smiling Man suddenly breaks
into a horrific cartoonish grin.
Commercial break. Take a moment to scrape off the goosebumps. YIKES.
In the dream cathedral, the Smiling Man is playing the Toccata and Fugue in D minor on
the organ. He allows Keith to restore Nathan
and Kate's voices, and they immediately rush
to the boy's side. "Keith, that man is not
real," Nathan tells him. The Smiling Man
takes offense at that. "Why do you cry after
your dreams?" he challenges Nathan snidely,
and then proposes a game to Keith. Walking up to a
coffin-shaped obelisk, he vanishes behind it
and from the other side Nathan's dead friend
McCaig emerges. The hollow-eyed McCaig blames Nathan for his death. Nathan, unnerved, tells Kate to
have the team wake them up. The Smiling Man cheerfully offers another trick, and then appears at the pulpit. "Your father is definitely NOT in heaven!!" he bellows at Nathan. Nathan is obviously bothered by this cryptic statement and hustles everyone out of the dream. "Be seein' ya," giggles Smiley as they bail out.
In the waking world, Keith is disoriented by his frightening dream, but after some gentle coaxing from Nathan, the boy is willing to tackle it again the next night.
The team sits down to analyze the events of the dream. Kate identifies the Smiling Man as an "archetypal trickster", a universal dream figure that takes a different form depending on who is dreaming. She theorizes that Keith may have invented the trickster as a defense mechanism; he's keeping the boy from going through the church door to hide a mysterious truth. Mulling that over, the team takes a break, and Kate privately voices her concern to Nathan that his dreams are tainting the boy's too much. He assures her that he has more experience and knows what he's doing.....but doesn't seem too sure. In his next nightmare, McCaig lures him to a hole in the ice, beckoning Nathan to look down it. When he does so, Nathan suddenly finds himself trapped under the ice again -- and this time, Gail and McCaig kiss each other.
The next night Nathan and Keith make another dream jump. This time when they enter the church they see a woman carrying a baby through the door in the back. Keith goes through the door to find a huge sunlit lake, which scares the hell out of him. In the real world the sleeping boy starts heaving, under a seizure. Nathan and Kate wake up and after some medication, so does poor Keith. Nathan calmly assures the boy and the adults that they are close to figuring out what's causing Keith's sleepwalking, but the father is fed up. Shocked that his son had a seizure, he takes the boy home. This proves to be a mistake -- the next night Keith unconsciously goes to the kitchen, pulls out a huge knife, goes to the room where his aunt is sleeping and narrowly misses stabbing her.
Nathan visits Gail in a peaceful dream that's only briefly shadowed by McCaig, reading about the death of two in a newspaper. Nathan wills the ghost away but can't stay to enjoy more time with his wife, he's being wakened. Vince and Kate tell him about Keith's attack with the knife. At the Gilpins' home, Nathan urges the adults to tell him anything that might be causing Keith's fear of water. Guiltily, the dad shows Nathan a box of old newspaper articles which tell of terrible tragedy: as a toddler, Keith accidentally pushed his infant sister's carriage off a dock into the lake. "He doesn't even remember he had a sister," assures the aunt. Nathan disagrees, knowing it's the repressed memory that is hounding the poor kid and making him sleepwalk.
Meanwhile, Kate visits Keith's mother, who is residing at a mental hospital. The mother quietly blames herself for her daughter's death, and tells Kate that she's to be released from the hospital in two weeks. "What if Keith can't forgive me?" the mother worries.
The Gilpins allow Keith to return to the institute. Nathan and Kate return to the boy's dream, this time rowing up to the shore of the lake -- where the Smiling Man is lounging, taking in some rays. "Hope everyone brought their water wings," he giggles, then directs Keith's attention to a baby carriage sitting on a dock out in the water.
Nathan gets the boy's attention, telling him the the Smiling Man isn't real, he's a trickster who's trying to hide the truth. Now Smiley's mad. (And yes I am going to quote, because it's a great line:) "I'd never lie to you, Keith! There really is a Santa Claus, and I love your mother very much, and summer camp is for YOU, and the villains always blink their eyes, and children never lie. Or do they? Have you ever told a lie?" Keith shakes his head. "Wrong! You're lying now. But you want to tell the truth, don't you?" The boy nods. "Then you get out there and show us who's boss." So Keith goes up to the carriage and pushes it off the dock -- and it just sits there, magically, on top of the water.
The trickster then challenges Nathan to a sort of duel; if he wants to save Keith, first he'll have to go stand on the water next to the carriage. Nathan, fighting down his nightmare of the ice breaking, goes out to the carriage, and the trickster poses a riddle. "Can your baby sister walk on water?" he asks the boy menacingly. Poor Keith, the carriage is floating out there, so he answers yes. "Wrong answer," snarls the trickster, and Nathan and the carriage plunge into the lake. Nathan glimpses his wife kissing McCaig, from his nightmare, before they all wake up.
Keith is thoroughly shattered by this awful dream, but Nathan tells the dad that they have discovered what the night terrors were about, and that Keith will probably need counseling, but that the worst is over. But it isn't. After the adults take him home, Keith sets fire to the house.
(Last commercial, we promise. :)
In the wake of the fire, the team wonders what could have gone wrong. Nathan theorizes that Keith's dreams are trying to tell him that he isn't guilty of pushing the carriage, and with that out of the way there can only be one suspect: his mother. Determined to find the truth once and for all, Nathan coaxes Keith to go into the dream one last time, this time with his toy Hulk action figure as a safety.
Back on the dream lake. Everything happens as before, right up to when Keith is going to push the carriage off the dock. Nathan shouts "Hulk!" and the safety word causes Keith to stop. The Smiling Man is mad, his game having been ruined. But the boy has a riddle for the trickster. He tells Smiley to go stand out on the lake, and when he does, the boy asks, "Can you walk on water?" The trickster laughs, too clever for his own trick. Of course he can't walk on water! "Wrong!" calls the boy. "You can walk on water....if it's frozen." At that the entire lake freezes over like it's the middle of winter. The ice crackles around the Smiling Man's feet, and turns him into an solid ice statue.
Now, with all the nightmares out of the way, Keith can see what his true memories are. He sees himself as a baby, watching as a woman pushes his sister's carriage into the lake -- but only after removing the baby inside. It turns out not to be Keith's mom but Angie, his aunt. Keith wakes up in a rage and confronts his aunt in the clinic. "I saw you! You stole the baby!" Keith's father tells him that isn't true, but Angie breaks down crying, saying she was a better mother than Keith's mentally-unstable mom could have been. Nathan leads Keith's stunned father to the waiting room, where Keith's cousin Rachel is. They realize that she is the baby everyone thought dead all this time, that Keith has been growing up and playing with his sister this whole time. It's a happy end, of sorts. A family is reunited, and Keith will never have nightmares again.
Nathan doesn't get off so easily. Waking once again from the dream of drowning under the ice, of his wife running away with McCaig, Nathan dutifully records the dream and pitches a photograph of himself and McCaig into his fireplace. As the photo burns, McCaig's smiling face widens into the evil grin of the trickster, and Nathan suppresses a shudder. The End.
At the time Sleepwalkers was airing, my friend's family had moved into my house. It wasn't the greatest time; we were all going through a bad few months then, it was a dark, weird autumn that year. I remember all of us sitting around that evening watching TV in kind of a grumpy mood, only half-paying attention to the show, right up until the Smiling Man appeared. I still think that computer generated grin is probably one of the creepier effects I've ever seen.
It wasn't just the grin of course, it was everything: he was so creepy and sadistic and weird, he just had that certain extra decibel of yeeeg that made my skin crawl. He didn't seem quite real; like a painting brought to life out of a book of Grimm fairy tales. I kept thinking he was a stand-up comedian, it seemed like I'd seen him on some improv show. Even my friend, who hadn't spoken much that evening, couldn't help going "Who IS that guy?!" "That guy", of course, turned out to be Harry Groener. I remember later the next spring they reran one of his Mad About You shows, and I sat there, not knowing for sure it was him but still going "....brrrr..." And he was playing sweet bewildered Lance Brockwell, and being normal and funny and for some reason, that was even creepier. Harry has a bit of the Vincent Price syndrome; he's an extremely sweet guy in real life, and it makes these scary characters he does all the cooler. He is just deeply, deeply cool. He can almost do that smile all by his little self.....yikes. And yikes again. It's so creepy that I kind of can't actually look at that screen grab for very long. :)
After seeing some of his other work I think this ranks up there as one of his all-time best, more intriguing pieces; maybe the fact that the show was cancelled so fast adds to his mystery. His character is a total enigma because of it. Who or what was the Smiling Man? Was he really Keith's bogeyman, or was he Nathan's? I like to think he was kind of a combination of every birthday-party magician and comic book villian the kid had ever seen; maybe Keith and Nathan shared a phobia of the Joker from Batman or something. :)
Ordinarily a villain has something to point up his villainy. The Mayor of Sunnydale, for all his talk of being soulless had at least once been human; the Smiling Man is barely more than thought, and that's precisely what makes him scary. He's a void, he is the thing that goes bump in the night. He's whatever scares you most. This is of course the theme that was supposed to run through all the dreams on Sleepwalkers, but the Smiling Man personified it. If more people had just been able to catch the show before NBC cancelled, he would have been a ghoul on par with the X-Files' Cancer Man, or the Joker. (On the other hand, if NBC hadn't canceled the show we'd never have had the Mayor. So I guess it worked out for the best. :)
Unfortunately, the short span of the show means that this is the only ep in which the Smiling Man gets substantial screen time. He would appear very briefly one more time, however; in the episode titled Passed Perfection.
Trivia and ramblings
Ray Wise is, of course, the very scary actor who played Laura Palmer's father in the 1990 cult tv series Twin Peaks and in the 1992 film Fire Walk With Me.
Jeffrey D. Sams (Ben Costigan) worked with Harry Groener later in the 1998 Cupid episode "Heaven, He's In Heaven".
Jonathan Edwards and Cotton Mather were Puritan preachers in the New World. The fact that the Smiling Man names himself first one and then the other may be a hint at Nathan's own church upbringing.
The character of the Smiling Man may have
been based on the 1961 William Castle film
Mr. Sardonicus. This Z-grade thriller was
about a baron who suffers such a fright that
his face freezes in a permanent grisly grin.
In the seventh episode of Sleepwalkers titled "Cassandra", Vince gushes
that he's going to see a midnite matinee
after work, which includes a showing of Mr.
Sardonicus. It's entirely possible that
Stephen Gaghan may have seen the movie as a kid,
actually had a nightmare about some grinning
trickster type person, and created the
character from there. This is one of the
reasons it's too bad the show was cancelled,
these are things that would be nice to
I can't help it; I see a show, I like it, I make a soundtrack. Here's my tribute album:
Enter Sandman -- Metallica: I think the writers had to be listening to this song, they just had to. It's just too perfect. And can't you just imagine Harry Groener doing a cover??! :D Hey, if Pat Boone can do it..... Go here for the lyrics.
Silent Lucidity -- Queensryche: The band's epic (but soothing) ballad from 1990, about little boys in the dream state. Another one that just sounds like the writers had to be listening. Read the lyrics here.
6 Underground -- Sneaker Pimps: All of the "Becoming X" album fits, really, but this song particularly. The Pimps's sound is cool and dark and electric green. Click here for a 78 sec. wav of the song.
Dream -- Forest for the Trees: I loved this song even before it turned out to be one of two used in the promo commercials for the show. This song had come out that summer, and it's so sparkly, trippy, upbeat and fun. It was not a wide hit, and not even a very spooky song, which makes it strange that it happened to get picked for the promo. The other promo song was.....
In Dreams -- Roy Orbison: They only used the first line of this classic hit: "A candy-colored clown they call the sandman..." which played over a shot of Harry Groener's twisted grin in the promo. I remember this eerie, hollow voice singing, and thinking it was Chris Isaak or some cool alternative band, and here it was Roy Orbison. (Whom Chris Isaak idolizes, btw.) Creepy. The rest of it's actually a very pretty song.
No Tengo Dinero -- Los Umbrellos: Just a whim. I got the tape at the same time as the show, again; and the beat reminded me of the Smiling Man's hyper walk.
Elysium -- Portishead: Another whole album that could substitute as the soundtrack, but this song in particular is also a herky-jerky beat, quirky and evil at once.
What Would Happen -- Meredith Brooks: Well,
I wish it came as an instrumental. The guitar and bass are so eerie on this song. I think the first time I heard it was the night of the show, so that may be why it's in the mix; it's certainly not because of the lame lyrics. :)
Psycho Circus -- KISS: Yeah!! The ringmaster of the dark carnival!! Scary, baby!!
The Great Milenko -- Insane Clown Posse feat. Alice Cooper: Just to completely run the evil jester thing into the ground. :)
On Christmas of 2000, armed with a reliable mailing address and a lot of T-shirt paint, I crafted a fair-to-middling rendition of the Smiling Man as an action figure and sent it to the man himself, Harry Groener. He was extremely gracious and said it was great. :D (I really really like that guy, have I mentioned?!) At left is a very blurry photograph of the thing. I used a Walmart brand Plasma Glow Joker, shearing off the tails and painting the hair and suit with t-shirt puffy paint. (Thought I think model paint would probably be better.... by the time I finished it was slightly sticky and I was picking cat hair and crud off it... he didn't seem to mind, though.) At right you see it with the rest of my menagerie plus a pic from Sleepwalkers for reference.
In 2002, the series was released on Region 1 DVD in Germany (Harry's home country!) If you have a player that takes that region's DVDs, check out our links page for places you can buy them.
Anthony Larme very kindly supplied some brand crispy new screenshots of the episode! See them here! And while you're at it, please drop by Anthony's lovely Naomi Watts shrine to see his tribute to her. Thanks much Anthony!! :)
The Sleepwalkers images I originally had on this page were used with kind permission from Pam and Bonnie at the Bruce Greenwood Homepage. Go there to see lots more of Bruce, plus the only other complete Sleepwalkers ep guide on the web. Thanks girls!
The Somewhat Official Harry Groener Page -- what this episode eventually begat; my tribute to the very talented (and sweet) Broadway, TV, and film performer. Rock on Harry!!
Sardonicus pic from Dewey Webb Peep Show.
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