A kids’ sleepover is one thing, but throwing down sleeping bags with your kids under a shark tank tunnel is in another league (under the sea). It’s the norm at Ripley’s Aquarium’s Sleep with the Sharks Experience, something my two sons and I had the chance to submerse ourselves in after-hours at the aquarium.

It was our chance to explore all floors of the aquarium sans the noise and crowds. It was like they cleared it all out exclusively for us as VIPs, with only our red blinking light lanyards to guide the way. In a way, the silence was eerie—and the boys agreed. The fact that our sleepover fell on Friday the 13th and one of our Ripley’s guides was named Jason didn’t ease the fears.

But it turned out Jason was more standup comedian than serial killer and we all had loads of late-night fun. Starting with an 8 p.m. check-in and ending with bedtime around midnight, our guides packed in just about every add-on adventure the aquarium offers.

We caught the last dive show for the night in Rainbow Rock, when the sharks and fish munch on their last snack for the evening. We fed the stingrays skewers of whiting that they sucked up beneath their bellies like a vacuum as they glided through Ray Bay. We hunted for clues in a scavenger hunt that took us around every square inch of the aquarium, including the Pearl Harbor exhibit (a little haunting when it seems abandoned with old 1940s boogie-woogie Muzak left on in the background). We had a late-night snack of pizza and we drifted off on the glass-bottom boat to look down on more than 8,500 aquatic animals.

My sons’ favorite part, however, was the behind-the-scenes tour of the aquarium that not many are privy to. We were given a sneak peek into the mega-filtration engine room, the kitchen (where staff fillets fish for the fish), and the ultimate engineering feat of the pipes and pumps that fuel the magnificent machine that is the aquarium.

Experience it for yourself at Ripley’s Aquarium’s Sleep with the Shark Family Dates on September 22 and December 22 and Kids Night Out Sleepovers on August 1 and 8. For more info and reservations, visit ripleyaquariums.com.