Charles Halloway: "By the pricking of my thumbs, something wicked this way comes."

American horror film, released by the Walt Disney Company in 1983. The film was directed by Jack Clayton, and the screenplay was written by Ray Bradbury, after his own classic dark fantasy novel. Peter Douglas and Dan Kolsrud were the producers, Stephen H. Burum was the cinematographer, and James Horner was the composer. The movie's stars included Jason Robards as Charles Halloway, Jonathan Pryce as Mr. Dark, Diane Ladd as Mrs. Nightshade, Royal Dano as Tom Fury, Vidal Peterson as Will Halloway, Shawn Carson as Jim Nightshade, Bruce M. Fischer as Mr. Cooger, Ellen Geer as Mrs. Halloway, and Pam Grier as the terrifying Dust Witch.

If you've read the novel, you know the plot already. (And by the way, if you haven't read the novel, do so right away. It is the best work of dark fantasy ever and one of the best and most readable novels of the 20th century) Will Halloway and Jim Nightshade are two boys in a small town in the Midwest. Jim's father is dead; Will's father is Charles Halloway, an older librarian who masks his love for his son behind bookishness and fear of the future. One night, Cooger and Dark's Pandemonium Carnival rides into town aboard a train with no passengers and no engineer. Outwardly, it's a traveling carnival, but in truth, it is really an outpost of Hell, offering visitors their hearts' desires, twisted to destroy or enslave. When Will and Jim discover the truth, they are stalked by the evil Mr. Dark, and only Charles Halloway can save them from doom.

While Disney films have never been strangers to dark themes (Bambi's mother, Snow White's evil queen, Dumbo's nightmares, and the Sorcerer's Apprentice's marching brooms have reliably terrified children for decades), this is one of the only true horror movies that has come directly from the Disney studios, rather than from one of its subsidiaries. And in some ways, it's a failure. Some of the more amazing scenes from the book don't appear, or are unfortunately altered. The ending of the film is a special effects extravaganza that doesn't fit at all with the rest of the movie. There is never any real doubt that good will triumph over evil. And the film will leave most hardcore gorehounds snoring on their couches.

Charles Halloway: "I, uh, have the honor, sir."
Mr. Dark: "And have had for many years, I do believe. All those years living only other men's lives. Dreaming only other men's dreams. What a waste."
Charles Halloway: "Sometimes a man can learn more from other men's dreams than he can from his own. Come visit me, sir, if you wish to improve your education."
Mr. Dark: "I will, and I may improve yours."

But it is, nevertheless, a wonderful movie. Particularly impressive are Jason Robards' tired but heroic librarian, Jonathan Pryce's charismatic master of horrors, and former blaxploitation queen Pam Grier's mysterious but fearsome Dust Witch. The many moods of the novel are very well-adapted to the screen -- the delicious thrills and terrors of the carnival and circus, the joys of autumn, the secret sins and shames of small towns, the resentments of childhood, the regrets of adulthood. It does what all the best Disney films have done -- recreated the peculiar fears of childhood in a way that will frighten children and make forgetful grownups remember what it was really like. It's a nostalgic and romantic and (for the most part) quiet movie, but that doesn't make it any less unsettling.

Bradbury was unhappy with the final film -- he felt that many of Disney's changes to his script, including additional and unnecessary special effects sequences, wrecked the themes and story he was building on. But I don't think it can be questioned that what we have left, however flawed it may be, is an outstanding horror film that successfully translates childhood's terrors to the silver screen.

Fun trivia: Stephen King wrote a rejected adaptation for the movie, and Stephen Spielberg and David Lean were both considered to helm the film.

Charles Halloway: "Where do you come from? The dust. Where do you go to? The grave."

Some research from the Internet Movie Database (