[1] Emmerich's third film,[2] it starred Jason Lively, Jill Whitlow, Paul Gleason, Chuck Mitchell, and Tim McDaniel.

The boys end up with an old clock, inhabited with the spirit of Louis, Warren's grandfather's deformed butler.

The benevolent spirit, having appeared to Fred in the night, shows him a flashback of the day he and Warren's grandfather Karl died.

The dream inspires Fred in making a new script for which he builds an animatronic version of the butler, whose spirit proceedes to inhabit the artificial body.

The butler and the boys will help each other as they face a new problem: the son of Warren's grandfather's partner who managed to swindle Warren's family out of their property, Producer Stan Gordon, who wants the grandfather's heritage to be kept secret, and try to get Fred's new movie made.