• Year: 1983
  • Director: Jack Clayton
  • Starring: Jason Robards, Jonathan Pryce, Vidal Peterson

The 1980s were an experimental decade for Disney, leading to not one, but two Faustian films.

But seeing how this movie does not exist, let’s look at the other.

The one that is still comfortable to talk about is 1983’s Something Wicked This Way Comes, an adaptation of Ray Bradbury’s novel of the same name. What a title. Even before you start the movie, the title has sucked you in—both a reference to Macbeth and a hint of the nightmares that will follow.

The movie was made over a decade after Walt Disney’s death, but it’s dripped in the early 20th century small town charm that he loved so much. Greentown, Illinois is essentially a moving Norman Rockwell painting, and I mean that in a good way. There’s the elderly teacher who used to be a knockout, the football player who never made it to the big time, the pet shop owner who always wanted to be a lumberjack, you know the drill. Even before the carnival comes, we’re immediately sucked in by the feel of autumn in this town.

Best friends Will Halloway (Vidal Peterson) and Jim Nightshade (Shawn Carson) discover a carnival has come into town in October, long after the season has ended. I like how these two characters fit tropes without being cliched. Will is definitely more of a dutiful son, while Jim is more rebellious, but it’s not overdone. The child actors do alright. They’re not spectacular in any scenes, but there isn’t anything that brings the movie to a screeching halt.

Carnivals are always a bit creepy, and to a wholesome small town, they are definitely something bizarre, but there’s also something enticing about them. Mr. Dark’s Pandemonium Carnival takes both of these sides to an extreme. It’s led by Mr. Dark (Jonathan Pryce) and features such tempting attractions as a Hall of Mirrors that shows you your idealized self and a carousel that changes your age depending which direction you ride it. The carnival will grant your wishes in the classic “deal with the Devil” fashion—you’ll get your wish, but there will always be a loophole. When the elderly teacher wishes to be young and beautiful again, she gets it, but she is struck blind and can never see her own beauty. When the local barber asks for a beautiful woman, he is turned into one. Plus, anyone whose wish is granted also joins Mr. Dark’s carnival of souls.


So is Mr. Dark the Devil? YES! Okay, I’m sure there are some out there who would argue that since he’s never mentioned by name, it’s not guaranteed, but let’s take a look at it. Carnival of souls? Check. Quick deals that will ultimately screw you? Check. Defeated by goodness and love? Check. Will’s father (Jason Robards) reads up on when the carnival came through town before, and says it grants people’s wishes and destroys their lives “as has been the way of the Devil since God created the world.” There’s also a good bit of subtext in the scene where Charles confronts Mr. Dark, saying “I know who you are.” He does follow it up by calling him one of the “autumn people,” but the implication is definitely there.

Like so many portrayals of the Devil, Pryce’s is very much “the other.” Unlike the clean-cut, all-American, hardworking folks of Greentown, he is bearded, British, and thrives on those who wants to get rich quick. He’s not the sleazy huckster of The Devil and Daniel Webster, but more of an imposing and charming conman. Yeah, you know he is a conman, but he’s affable enough that you’re still drawn to him.

Pryce’s Mr. Dark is a perfect foil for Will’s father Charles, and the scenes they share together are thoroughly enjoyable. As entertainingly devilish as Pryce is, Jason Robards is the best part about this movie. He’s an older man (Robards was 60ish at the time) who has a very young son, and he wishes he could be a better father. It’s rare we get to see this kind of father-son relationship on screen, and it sort of makes me wish we got to see it more. Robards pours so much heart into every line, but also sometimes saying just as much with what he doesn’t say. For example, he never has a line like “Son, I know I won’t be around for much in your life. I may never see you get married or have children,” but we know that this is exactly what he’s feeling.

Charles also has some regret about not being a good enough father in the past. There’s a great scene where he tells Will about the time he couldn’t save him when he was drowning, since his own father never taught him how to swim. It’s just heartbreaking. We get the impression, just from a few lines of dialogue and some facial expressions, that Charles’ relationship with his father wasn’t bad per say, but it was a bit distant. Charles is trying to do better with his own son, and by the end, he realizes he is. Plus, it’s nice to see a film centering around kids where a parent actually does something helpful.

Of course, it’s Charles’ insecurity that Mr. Dark preys on, tempting him with youth over and over again. In one of the most memorable scenes, he rips out pages of the town’s history as he offers Charles various years of his life back.

That’s right, Jonathan Pryce just made counting scary.

And that leads us to what this movie is best known for—being a horror film brought to you by Disney. The carnival scenes in particular have all kinds of weird imagery on display, and plenty of people remember being scared to death of this movie as children. I never saw this movie as a kid, but I can see how it affected some. The problem with the “scary” scenes is that they’re just so random. Why is there a scene where Will sees himself decapitated?

Disney presents The French Revolution.

Will and Jim are running away from Mr. Dark, and out of nowhere, Will sees his own head get cut off by a guillotine, and it’s never spoken of again. It just doesn’t make any sense. Why does Mr. Dark invade the boys’ houses with spiders (Ok, it’s a dream he causes, but still)? I guess for some it’s scary, but it just feels so out of place.

The atmosphere is great and eerie, but the scares are all over the place. The only ones that are really effective are the ones where Mr. Dark is threatening Charles’ worst fears. When he rips those pages out of the book, it’s chilling. The scariest moment is when he actually gives Charles a taste of death, so he’ll know when it actually is coming. It’s internal horror, unlike the hit-or-miss visual scares throughout the film.

There’s just so much going on, from many characters getting a little bit of focus, to a good number of plot threads. There’s Charles feeling insecure as a father, Will and Jim investigating the carnival, Jim’s father not being around, Jim being tempted to join the carnival, Charles looking for a way to stop the carnival, the whole thing with the teacher wanting to be young again…it’s a lot to contain in 95 minutes. Another half hour would have really done this movie a lot of good. I suppose that’s the blessing and curse of working with Disney—you’ll get a gorgeous, atmospheric film, but it will also try to be for everyone.

The ending works alright, as Charles finds himself in the hall of mirrors, knowing his son is lost in there. He views the scene of his son drowning, but hearing him cry out, Charles punches the mirror, shattering the illusion and instead seeing himself saving his son. It really is a poignant moment, and it’s a great message about forgiving yourself. He’s been replaying the scene over and over in his mind, and only he himself can shatter the image.


Mr. Dark’s defeat is a bit overblown, as this expression of love forces his carousel to rapidly age him, killing him after a few go-rounds. I don’t know, maybe it would have been more interesting if the carnival just left town, because it wasn’t going to be successful in Greentown anymore. Of course, all the souls from the town are released back as well. We end on a scene of Charles deciding to embrace the years he has left, acting young but not lying to himself.

Not surprisingly, Something Wicked This Way Comes had a lot of trouble during production, from fired composers to many re-writes and re-shoots, so it’s kind of amazing it turned out as coherent as it did. That said, I have to judge it for what it is. The stuff I like most is probably not the stuff people talk about most. Some of the creepy stuff works, but I just love the feel we get for this small town. It just kind of puts you in a mood, like Halloween is just around the corner. Most of all, I love Jason Robards’ performance. He really is the star here, and his character arc could have been focused on more. Let’s check out the final score.

Story (14/20 Points)

A lot is going on at once, and some of it works really well. It’s a bit too busy for a 90 minute movie, though, and it makes some things feel a bit rushed. The stuff between Will and his father is pretty great. The scene at the end where Charles saves his son and the glass shatters creates a great emotional climax.

Faust (10/20 Points)

Well, none of our main characters actually make a deal with the Devil, but since it’s the two boys who are drawn into the carnival and tempted, I’m counting them. They have some good discovery scenes early in the film, but when the big dramatic scenes come at the end, they’re only okay.

Devil (16/20 Points)

Jonathan Pryce is genuinely creepy when he needs to be, particularly in his confrontation with Charles, but at some points he’s just a bit too over-the-top. Pryce is a great transformative actor, and it’s incredible that he did this and Brazil in a period of just a few years.

Supporting Characters (16/20 Points)

Jason Robards is the best part of the film, hands down. We know everything we need to know about his character from his first few scenes, and he just has so much heartbreak in all of his lines. The film is loaded with other minor characters, who I feel would have been expanded on more if the film had a greater run time.

Experience (18/20 Points)

A few effects are a little cheesy, but for the most part, this is a great visual and musical experience. James Horner’s score is perfect, capturing both the horror and the wonder. Like so many great Disney films, it just captures its environment, and that’s really what draws you in right from the start.


I may not have the die-hard nostalgia so many have for this film, but I enjoyed it enough. It’s definitely worth a watch, and even though the scary stuff doesn’t all work, it just feels like October. I could easily see myself going back to it around Halloween simply for the experience it creates.

Next week, the Karate Kid himself Ralph Macchio delves into a blues legend in 1986’s Crossroads.



2 thoughts on “Something Wicked This Way Comes

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