A full moon peeps out from behind the clouds as we arrive under the clock tower at Ballarat train station.
A bespectacled man with a top hat and mutton-chop sideburns awaits our arrival.
"If you'd like to follow me to somewhere more isolated," he says in a menacing tone.
There is a chill in the air and the crowd of 24 are rugged up and ready to explore "Australia's most haunted city".
Our guide, Benjamin, appears to have freshly arrived from a Dickens novel, with fingerless gloves and a posh English twang.
He leads us away from the station and tells us to "mind the shallow grave" as we step over a speed-bump in the station car park.
We follow him down a narrow cobbled walkway and into a damp, pitch-black basement beneath Reid's Guest House.
In complete darkness, the goosebumps and neck hairs rise as we hear about the unexplained ghostly experiences others have witnessed.
It's an old bakery and people have smelled freshly baked bread and seen a woman wearing an apron covered in flour.
With the click of a torch, he illuminates the old baker's oven that hasn't been used for more than a century.