Over the past decade, much has been learned about the ocean's secrets and especially about the creatures of the deep sea. The deepest parts of the oceans are currently the focus of many new discoveries in both the physical and biological sciences. Middle school students find the deep sea fascinating and especially seem to enjoy its mysterious and "spooky" side. This article presents a fun activity that gives middle school students a feel of the deep-sea environment. This activity includes the following: (1) discussions of how life can survive in a cold, dark, and high-pressure environment; (2) details about some of the animals that are residents of this area; and (3) discussion of why animals would benefit from the ability to produce living light. Even if the students are not able to understand the biochemistry of living light, they could see the relationship to the deep-sea environment and the benefit to an animal for this kind of adaptation. As part of the wrap-up of this activity, students get black-and-white line drawings on heavy card stock that are relatively detailed and accurate representations of a deep-sea animal species. Glow-in-the-dark fabric paint is applied to the animals according to where they have photophores. Each student does his or her own painting. The animal can then be cut out and glued to a craft stick. After the paint and glue dry, students can do a number of things to experience the deep-sea environment. To show what bioluminescence may look like in the deep sea, take students into a dark room and let them "swim" their fish around. Students who have carefully applied paint to the correct areas of the fish can find other members of their species in a dark room. If several students have the same fish species, it gives them a great feeling for what it must be like for an animal to be alone in the dark trying to find company or food, or to try to determine the size of the fish from the type of light patterns it emits. By becoming a bioluminescent deep-sea animal, students can experience the need for adaptations in animals of the deep sea, and extend that to more familiar and perhaps less obvious adaptations all animals need to survive. (Contains 3 figures and lists 5 online resources.)