As winter nears and darkness falls, the demons and creatures that lurk behind the walls of the Eastern State Penitentiary emerge for a vicious romp.

This historical site that jailed the infamous Al Capone (in a rather nicely furnished cell) and the celebrated bank robber Willie Sutton transforms itself into a place of "Terror Behind the Walls" for 29 nights through early November. Jolting surprises that are not for the faint of heart fill the 45-minute experience, which focuses more on startling moments than creepy visuals.

And it's not just at the hulking old stone prison on Fairmount Avenue in Philadelphia that folks are lining up and paying for the privilege of being scared silly.

At this time of year, haunted houses sprout like thorns in a witch's garden.

In Glen Mills, younger thrill-seekers can get their goose bumps pumped at the Bates Motel and Haunted Hayride at 1935 Middletown Rd. (Route 352). Admission to the motel is $12 for all; hayride tickets are $15 for adults and $12 for children. Actors in the 140-member cast are trained to know when the fright has gone too far for a visitor and, if necessary, will ask parents whether their children would like to be escorted out.

"Not everyone may get scared coming through, but everyone will be entertained," owner Randy Bates assures.

Ready for an even more terrifying trip? Try the Fright Factory at 2200 S. Swanson St. in South Philly, a block south of Snyder Avenue. Admission is $30 for all ages.

"We have people crying and screaming all night long, and the only time the actor is to let up is if the customer is in some kind of medical distress - asthma, fainting, those kind of things," says co-owner Robert Dudzieck. "Beyond that, everyone is fair game."

However, there is a strict no-touching policy for the actors. "Good actors don't need to touch you to scare you," says Dudzieck.

(Don't take that for granted at the Bates Motel, however, where the staff members will sometimes brush your hair or grab your ankles just to get you moving along.)

At Eastern State, which is open year-round as a historic site, the Halloween horror experience starts before the actual haunt. Staff members collecting tickets ($32.50-$37.50) are covered in gory makeup and have a hair-raising habit of snapping or snarling as visitors scramble into lines for the start of the show.

Jenny Tomczak, an employee in a guard costume at the front, gives a mischievous grin at every arrival, staring them down with her red and blue contacts.

"I'm a mild-mannered insurance agent by day. And by night, I chill people's hearts," she giggles.

Victims pass through six zones of terror in the dark old prison: classification, lockdown, Detritus (a new feature that takes visitors for the first time ever into the prison greenhouse, where moving vines hang from the ceiling), infirmary, experiment, and night watch. Prison guards lose control and prisoners run rampant, trolls chase victims and visitors desperately try to escape the building through back alleys. One zone is a three-dimensional, colorful dreamland, and another features a revolving, dizzying tunnel.

Monsters, inmates, guards, and doctors are dressed to chill, with makeup of the same brand that is used on Lost and Pirates of the Caribbean - at a cost to the prison of about $700 per night. Nineteen makeup artists work two hours each night to give 170 actors in custom-made costumes as much authenticity as possible, creating the illusion of a zombie with wet blood on its head or a man with a gaping hole in his stomach.

It all makes for a scary time, but if a creature comes on too strong, a visitor has only to say the magic words - "Monster, be good" - and the actor will fall back. The trick is intended for the benefit of frightened children, but I must admit that I used it once.

"Not many would ever want to call the penitentiary their home, but this building is really my home in Philadelphia," says show manager Amy Hollaman. "The smell of the place, the look of the place, the energy . . . and it's all for a good cause." Money raised from "Terror Behind the Walls" goes to support preservation of the prison as a historic landmark.

So this Halloween, escape harsh reality and mundane problems by letting some serial killers, trolls, and crazies chase you. But after the show, just remember, you can't say "Monster, be good" to a crying baby in a movie theater, or to a tyrannical boss.

Nearby Haunted Houses

Terror Behind the Walls at Eastern State Penitentiary 22d Street and Fairmount Avenue. Admission: $32.50-$37.50. Information: 215-236-2985,

Horrorfest at Shady Brook Farm

931 Stony Hill Rd., Yardley. Admission: $18.

Information: 215-968-1670,


Fright Factory

2200 S. Swanson St., Philadelphia. Admission: $30.

Information: 215-334-4678,

Bates Motel

1835 Middletown Rd., Glen Mills. Admission: $12-15.

Information: 610-459-0647,

Haunted House in the Hollow

881 Highland Rd., Newtown. Admission: $14.

Information: 215-860-6855,

Pennhurst Asylum

Church Street and Bridge Road, Spring City. Admission: $15. Information: 855-428-6800,

LuLu's House of Horrors

5140 Butler Pike, Plymouth Meeting. Admission: $25. Information: 610-828-9050,