A dark and brooding look at the sinful desires that corrupt people is not what you would expect out of Disney as a theater goer in the early Eighties. Yet that is exactly what this movie is. When a strange carnival named Dark's Pandemonium arrives at a small town, harrowing encounters with Dark and his minions follow. Soon the lives of the townsfolk are on the line, if not their very souls. Filled with horror, regrets, and menace the movie is ultimately about fathers and sons. UPDATED January 2014 with better screen captures and completely rewritten text.
The late Seventies had not been kind to the Walt Disney company at the box office. In an attempt to regain lost audiences the studio had been moving more toward the serious side in their films; starting in 1979 with The Black Hole and the dollowing year with The Watcher in the Woods. 1982 was supposed to be the year of big change with the experimental TRON and this gothic movie hitting theaters to revitalize the company’s box office success.
Alas, that plan fell apart due to a disastrous test screening that led to reshoots a year later designed to make the movie more acceptable to a family audience. However, those changes did not change the movie enough and the end result was still a dark and terrifying movie that was guaranteed to give small kids nightmares.
The film is set in Green Town, Illinois sometime in the 1920s, during that magical time of the year that happens in October when the leaves change colors and winter is just around the corner. Two boys, Will Halloway (Vidal Peterson) and Jim Nightshade (Shawn Carson), are best friends and blood brothers living in the sleepy town, doing the things boys do at that time when simple childhood begins to fade into the confusion of adolescence. Autumn, like Spring, can be a restless time of year for change is often unsettling to the human soul.
While things may not seem to ever change in the small towns the appearance of a vagabond lightning rod salesman hints at a storm beginning to brew. Tom Fury (Royal Dano) looks like he’s seen more than a few storms given how weather beaten he looks, almost a tattered scarecrow walking the roads. Accompanying the introductory scenes is narration by the adult Will (Arthur Hill) looking back on the events unfolding. A late addition to the film, this is limited to the opening and closing parts of the story.
Being inseparable buddies does not mean there isn’t friction between the boys. Said friction revolves around the subject matter of fathers. Jim’s dad left home for lands unknown across the seas years ago and Will’s is much older than normal with a weak heart. Under their cheerful exuberance of youth lurks fears engendered by both situations.
Both boys’ parents are present in their lives, aside from the missing Harry Nightshade. His abandoned wife (Diane Ladd) is a lesser presence and an early example of a latch key parent in some ways. There’s an impression of a soul adrift with her while we get to see a much more proactive parent in the form of Charles Halloway (Jason Robards). His constant presence in Will’s life is a vital part of the story.
Between the narrator’s descriptions and the interactions of the Halloway’s with various townsfolk, we are introduced to an array of characters inhabiting Green Town. School teacher Miss Foley (Mary Grace Canfield) is the aged spinster rumored to have once been the town beauty. The local barber Mr. Crosetti (Richard Davalos) is a somewhat creepy luster after women suffering from the desire for exotic females in a place that is anything but exotic. Mr. Tetley (Jake Dengel) sells cigars from his tobacco shop while dreaming of riches gained through the lottery.
Far more likeable is the final denizen shown, Ed (James Stacy). Having lost his leg and arm, the memories of being a football player with great potential haunt him but don’t stop him from being everyone’s friend. He’s a cheerful presence without a hint of malice or meanness to him.
Ill winds soon blow into town containing flyers for Dark’s Pandemonium and Carnival. Tossed into the air by a lone top hatted stranger, they fill the empty streets at the center of town. A growing sense of unease grips Mr. Halloway, made worse by a brief vision of a woman frozen in a block of ice. If you have ever been outside when the sky turns green and the wind picks up, that fearful potential of a tornado forming is what this scene evokes.
Events grow more disturbing when the sound of a train is heard in the midnight hours by the boys. Like a siren call, it beckons to Jim and off the two go to see the carnival pull into town. That arrival is like something out of a fever dream with the train whistle sounding like souls screaming in torment while statues at a local cemetery show a very strange reaction to the train going by.
The impossible and mysterious arrival of the carnival out of the blue spooks Will, but Jim can’t resist it in the least. Like his absent father, trouble lures him like a moth to a candle flame much to his best friend’s distress. Aside from the two male Halloways, nobody seems to care that the entertainers arrived with hardly any warning.
Night turns into day with the town turning out in force to check out the entertainment at Dark’s. Like most carnivals of old, it is a seedy revue filled with opportunities to throw one’s money away ranging from feats of strength to games of supposedly random chance. I can remember the small carnival that regularly came to the small town I grew up around and in. I can also remember them trying to get away with not paying a foster brother filling in for a sick worker.
So no, you don’t find the salt of the earth in carnies. But there are false promises galore…
One by one, the townsfolk prominently introduced earlier find their fondest desires being granted. One by one, they vanish, usually after meeting a strange woman (Pam Grier) of multiple outfits and appearances. Somehow she manages to be many places at once, including the tent with skimpily clad women dancing for an all male audience. Of course Jim has to see what’s going on in there to Will’s disgust.
Driven away from the “adult” entertainment, the boys look for something to interest them. An out of order carousel is also too much for Jim to resist, so the boys duck in there to check it out. Unlike all the other faded and worn attractions, this one gleams with ornate beauty and painted horses any kiddie cowboy would want to ride. Of course, the boys get caught.
Mr. Dark (Jonathan Pryce) and his looming henchman, Mr. Cooger (Bruce Fischer), are intimidating in different ways. The burly Cooger is all physical might while the snakelike Dark shows signs of being on the razors edge of going psycho. Yet his hypnotic charisma and tattoos intrigue Jim greatly.
Boys being boys and Jim being particularly sneaky, our heroes hide to see what goes on when darkness falls over the rides and attractions. What they witness is nothing less than supernatural for the carousel has the ability to make a person younger, in this case Mr. Cooger. Now a child (Brendan Klinger), he inserts himself in Miss Foley’s house leading to an unnerving confrontation that may prove to some that gingers really don’t have souls.
Things aren’t hunky dory at home for Will and Jim either. Coming home to find a boyfriend with his mother is an attack on his fantasies about his dad returning home someday. Unhappy, he begins pondering his options. Meanwhile, Will and his father have a long avoided heart to heart about a near tragedy in the past that neither have been willing to speak about.
The talk is a smashingly good scene and demonstrates why Jason Robards was one of my favorite actors growing up. Not only does it give insights into Halloway’s character, it is delicately handled producing a pitch perfect depiction of a sensitive boy trying to deal with complex emotions. Much is revealed and much is said between the lines in the quiet exchange that is one of my favorite scenes in the movie.
Dark’s granting of wishes leads to ironic damnations for citizens of the small Illinois town and soon threatens the protagonists directly. Souls are at stake, not just lives, leaving it up to two boys and a faltering middle aged man to save the day or die trying.
However, there are temptations yet to be offered by the mysterious Mr. Dark…
Thoughts
This is a flick that bombed in its 1983 theatrical release, but I loved it anyway. Known for being too intense and scary for younger children, it is no surprise it didn't find an audience, since it fell into a no-man's land between kid movies and the explicit hack and slash horror movies that were so popular in that era.
To me, it was a good movie that became even better once I saw it as an adult. The central protagonists are two young boys, but the story is more about their fathers. Both boys are deeply affected by the actions (and inactions) of their respective fathers and this is really at the core of the film.
Good and evil face off with a backdrop of human weakness made all the more relatable by the small town setting. In the end, the story is one of regrets and redemption filtered through the lens of that bond only fathers and sons can have. That is one of the reasons I love this film.
Terrific acting sets this endeavor apart from Disney’s other early PG rated movies. Jason Robards simply shines as Will's father, the town librarian feeling his age and weighed down by a bad heart. While his heart might not be healthy, it is one filled with love tempered by intelligence. On the other side, Jonathan Pryce is hypnotically evil as Dark, every movement filled with potential for explosive rage that is barely restrained. Truly menacing, he makes you uneasy every time he is on screen.
The sequences involving Dark's Pandemonium granting the secret wishes of the townsfolk and subsequent Faustian consequences are sinister fun. The subplot of Will and Jim's teacher is particularly poignant, set up early in the film and paying off later. But it is the scenes shared by Robards and Pryce that make this film for me. They are intense and layered, both actors playing their roles perfectly and perfectly off of one another. As they match wits, the tension rises leading to a confrontation in the town library that is very memorable.
Something to note while watching is how often the idea of light and dark is used. Representing good and evil, it also represented temptation and resistance. Example including Will and Jim’s hair colors, the weakness of Dark and his minions, and the reoccurring shots of the barber’s pole. The latter is also symbolic of that which is magical to kids which may appear mundane to adults. More on that in the spoilers section later.
Something Wicked This Way Comes was yet another troubled production for Disney. Budget problems struck again, a major scene was axed due to the effects not being up to snuff, and late re-shoots marred the production. Fortunately, most of the effects are, well, effective for the time.
Though it is not a letter perfect adaptation of the novel, Bradbury considered this one of the better translations of his works to the screen. This is despite the alterations to his screenplay for the reshoots. Apparently it was going to be even darker than what it ended up being.
Parents should be made aware that this intense movie is not for little kids. In fact, there are some scenes of violence and gore that make it unsuitable for most in the single digits. Also present are hints about adult sexuality that are subtle, but noticeable. Parental guidance is suggested by me, not just the review board.
I recommend this movie to Ray Bradbury fans, horror movie buffs, anyone who enjoys a morality fable, and to fathers and sons to share. While not perfect by any means, it is an overlooked film that should be seen by more people.
Technical
Having been released twice on DVD, once by Anchor Bay and then by Walt Disney, the comments apply equally to each version. I have the latter and that’s what the review was written from.
Two versions are on the single disc and you can select from Fullscreen or Widescreen in the menu. Fullscreen is 1.33:1 or 4:3 ratio while the anamorphic widescreen is 1.85:1. Each version takes up a layer of the dual layer DVD which partially explains some of the video issues.
This isn't the most pristine transfer, unfortunately. No remastering or cleaning has been done, so there are scratches and dirt visible in the picture. Also, contrast is not wonderful, colors are faded in places, and a few moments are very blurry.
Moving on to the audio, the DVD has been remastered with Dolby Digital 5.1 sound in English, French, and Spanish. I have no complaints about the clarity of the new mix whatsoever. Subtitles are available in the same languages except Spanish for some odd reason.
Other than the theatrical trailer, there aren't any extras. This is a bare bones release which is disappointing because I’ve read that the Laserdisc had an audio commentary by Ray Bradbury himself.
BEWARE! HERE BE SPOILERS!!!
The Dust Witch being used to seduce the barber and Tom Fury led to unhappy fates for both. Irony abounds in the nasty doings by Dark, as evidenced by his strapping the lightning rod salesman into an electric chair and blinding Miss Foley after restoring her youthful beauty.
Speaking of beauty, Pam Grier looked amazing in this film as the seductive witch. The only time she doesn’t is during the brief glimpse of the Witch as a creepy undead demon thing revealed by lightning. It’s old school special effects that scream Disney to me for some reason.
The infamous spider scene was one of the big changes from the reshoots. I’ve read different accounts that indicated the animated green tendrils of mist being the foe or that a mechanical hand was the opponent originally. Whichever it was, it really doesn’t matter since the footage is lost and this is all we have.
Spiders are still effectively creepy today, though tarantulas have long since lost their fearfulness in movies. But what impairs the scares is the distraction of seeing the older actors playing Will and Jim. Having aged a year at that critical fulcrum of adolescence, they are taller and their voices deeper, so it really jumps out at the audience – unlike the tarantulas.
The brief scene at the church service was a nice touch bringing a sense of safety in a now unsafe world. A brief reprieve before things got worse it also was reassuringly normal.
Parades are something loved by kids and many adults, yet this one was flat out sinister. Present in it were the transformed town members, unrecognized by their peers which is strange. Miss Foley looked particularly lost and desperate, though the best moment belongs to Ed. Now a boy, his tossing the football to Charles wasn’t sinister at all, but tinged with sad solemnity.
Anyone else think the masks worn by many of the carnies looked like the Batman cowl from the old 1940s serials with a pompom on top? Once I noticed this, I couldn’t ignore it.
Dark is incredibly menacing while remaining polite during his asking Halloway about Will and Jim’s identities. A raging beast trying to escape a cage is how I’d describe his internal emotions. Blood dripping from a clenched fist speaks volumes about the leader of the Dust People.
The way Halloway handles it was portrayed with some of Robard’s best acting of the film. Put on the spot and off balance, he finds some cold steel in his backbone dealing with intimidating Dark. Best of all was his moment connecting with Will through the delivery gate to deliver some fatherly reassurance.
There is something special about libraries to bibliophiles and pursuers of knowledge so it seemed fitting that Halloway and the boys would figure out what the carnival really was there. Once again the theme of fathers and sons plays out with the journal of Charles father playing an integral role in solving the mystery.
When I was young and first saw the movie, the part that always stayed with me was the battle of words in the library. Tearing glowing pages out of a journal while running down the years of an offer of restored youth made for a visceral image. Now that I’m older, the scene resonates more deeply thanks to a true understanding of years gone and forever lost that only age can provide.
Ah, barber poles. Born long enough ago to see a real one spinning and marveling at it, I can testify to the magic they held for young boys. When Dark snuffs it out with a wave of his fingers, it marks the end of childhood magic.
Mrs. Nightshade’s being lured to the carnival provides a short and very sad scene of her being warned off by Charles. It wasn’t just Jim wanting Harry Nightshade to return.
The finale had parts reshot, changing much of the ending from the book. Moving the action to the mirror maze made for a dreamlike atmosphere. Not very impressive is the effects in the scene showing Halloway’s despair over not having saved Will from drowning as a child aging him further.
It’s all the Dust Witch’s doing of course. I’ve decided to blame all the production problems on her.
Will’s cry of “I love you!” frees his father from the trance and they are reunited. Sweet, but it felt somewhat off. Also off was Tom Fury being hit by lightning and running into the maze to spear the Dust Witch with his lightning rod. In the book, he was turned into a dwarf and never got revenge.
Instead, Charles defeats the Witch by himself realizing that laughter and joy are poison to the Dust People. That’s why he says what he does to Will later.
The death of Dark is probably what most people remember from the movie. Some top notch practical effects were used to age him to a mummified corpse when the carousel spins out of control. It’s a nasty end to a nasty person.
Jim’s desire to be an adult nearly kills him, however he’s revived by Halloway’s doing silly things and laughing. It is explained out of nowhere that happy things hurt the carnies and the retooled ending cut the vital setup needed.
After the metaphorical storm comes the real thing that erases Dark’s Pandemonium from the surface of the earth. Nice touches included the fleeing carnival workers and the now real merry-go-round ponies. We are left to wonder if any of the lost souls escaped.
Day breaks showing the boys and Halloway running back to town. Their laughter fills the air and as they stop at the barber pole, it lights up and spins. Good has prevailed over evil, light over darkness.
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