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The Tale of Many Faces 

A self-conscious teen model discovers a cult of girls run by an old crone who steals their beauty for herself.



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Episode cast overview, first billed only:
Jessica Welch ...
Mandy Schaffer ...
Girl '66' / Lorette
Irene Contogiorgis ...
Girl '90'
Madame Visage (as Ilona Utriainen)
Amanda Gay ...
Girl '87' / Lizzie
Karen Nicole Smith ...
Wardrobe Assistant
Melissa Amyoi ...
Girl '72' / Kayla
Satyam Archambault ...
Old Madame Visage
Kareem Blackwell ...
David Deveau ...


Emma doesn't have any luck modeling, but is approached by a woman looking for an actress at Mademe Visage's Theatre of Many Faces. She's given a powder for free that most actresses there are said to use, and suddenly finds she is the center of attention as a model. When she returns to the theater, the other members there who somehow all look pale and identical have her watch Mademe Visage stare into an empty book, and suddenly her face is on the page while her head is bare and shows no signs of life, then she touches Emma's face and steals her looks, as she's been doing for years to stay young. Emma sees that everyone else under Mademe's power is too afraid to disobey since they don't want to be cast out into the world where their strange empty faces will find them outcast, or torturing them with the Book of Punishment so they feel pain within the pages. However, she'll need help to fight Mademe and stop her from going after her friend Jessie next. Written by brainybrailler@comcast.net

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Plot Keywords:

face | book | pain | modeling | magic | See All (28) »


TV-Y7 | See all certifications »

Parents Guide:



Release Date:

4 June 2000 (USA)  »

Company Credits

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Did You Know?


One of eleven episodes where the Midnight Society didn't leave and douse the fire with the water-bucket (the last shot was of Vange after the others' joke on her). See more »


Jessie: [to Madame Visage with Emma's face] This is getting weird, Emma. I want to leave.
Emma: [from where she's held with her mask-covered faceless head turned away] That's not me, Jessie!
Jessie: OK, now I *really* want to leave...
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Are You Afraid of the Dark? Theme
Arranged and produced by Ray Fabi
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User Reviews

"That's not my face anymore - it's three hundred years old!!!!"
20 August 2015 | by (ukwitchcountry) – See all my reviews

I'm quite fond of this here effective episode that's all about a plain girl who longs to be a model stunner and who instead falls victim to a heartless old witch in sheep's clothing who steals the beauty of trusting young girls in order to preserve her own as well as teaching them the true meaning of being two-faced! If you're truly a fan of this show then you've really gotta take on board all of its endearing little quirks and love it for what it is, and uh, what it is...(groan!)will never grow old for me. It's my generation's Twilight Zone! Anywho, to me this is a great story that turns its sparse production values as well as the short running time to its advantage, and due to its interesting themes of the desire to be beautiful turned on its head as well as loss of identity and whether or not a face is all that makes a person who they are, feels like an episode that has a little more going on behind it than what you'd typically end up with when it comes to this series. Not saying it's genius or anything, but to me there's something striking about the faceless faces and how the girl helps the others to remember who they used to be, somebody had a little vision in mind here, and I think they did a terrific job of expressing it in the story. These episodes moved fast, and as an adult I'm very impressed with the ones that're able to establish setup, build and payoff in such a limited amount of time. The mere concept of this tale is spooky, and they make the most of it. It's also aided by some well done and sinister makeup effects. The reveal of what "Madame Visage" really looks like is genuinely bizarre and unsettling, it's one of the shows best shock moments! There's also something effectively eerie about all the silent figures wearing featureless masks, it really makes for a unique kind of atmosphere that you only get with that kind of imagery. Like in the closing campfire scene where the girl starts to get a little creeped out by her friends who are all wearing masks and deliberately acting weird even though she knows who they all are. Things can get scary fast when folks are wearing masks! So for goodness' sake, like ya face, because we come in all shapes and sizes and we're all beautiful in somebody's eyes. If everyone was beautiful, then really nobody would be because we wouldn't even know what it really was anymore, and every last damn human being on this planet is a unique and irreplaceable individual, even the bad ones! Sigh, sorry if all of the above was all melodramatic and cheesy, but that's something I like about this one too, it got me thinking! Okay see ya!

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