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Disney's Nightmare Alley

One of the taglines for a theatrical poster for Disney's 1983 film adaptation of Ray Bradbury's 1962 novel Something Wicked This Way Comes proclaimed: "Something frightening. Something strange. Something different..." However, upon seeing this film for the first time as an adult during the height of the Covid-19 lockdowns in 2020, I didn't find this movie to be that scary, except for two scenes (more on them later), but it must have been strange and different for Disney at the time of its release. Sure, plenty of creepy imagery is depicted throughout the film, but nothing too traumatizing (it will be for children, though). That is probably one reason this movie isn't available to stream on Disney+ yet, although things can still change.


Given that Halloween is just around the corner, I thought it appropriate to share my thoughts on this dark fantasy film from Disney's Dark Age (a time of creative struggles and experimentation for the studio immediately following Walt Disney's untimely passing in 1966 until around 1988). Total disclosure upfront, because I have not read Bradbury's novel, I will be judging this adaptation based solely on its merits as a film. With that disclaimer out of the way, on with my spoiler-filled review.


The film adaptation of Something Wicked This Way Comes takes place in the small town of Green Town, Illinois, during the 1920s and centers around two young boys, the somewhat reserved Will Halloway (played by Vidal Peterson) and the more reckless and rebellious Jim Nightshade (played by Shawn Carson). Will lives with his emotionally closed-off and sorrowful father, Charles Halloway (played by Jason Robards), while Jim lives with his single mother (played by Diane Ladd). Soon after Jim is approached by a lightning rod salesman named Tom Fury (played by Royal Dano), who warns him about a coming storm, the two boys learn of a carnival coming to town. The fair arrives via train in the middle of the night (said train scenes were filmed on the Sierra Railroad near Sonora, California), and the two boys witness the carnival magically setting itself up.


Soon, many of the town's residents (including the amputee bartender Ed (played by James Stacy) and the boys' school teacher, Miss Foley (played by Mary Grace Canfield)) find themselves being drawn to the strange attractions and bizarre happenings begin to occur shortly after their visits. For instance, as Ed yearns for the days when he had both arms and legs, he ages backward to when he was a child, and after Miss Foley wishes to regain her youth, she mysteriously becomes young and beautiful again but loses her sight. The boys eventually meet the sinister head of the carnival, Mr. Dark (played by Jonathan Pryce), who begins to relentlessly pursue the two boys once they see too much, thus, starting a battle between good and evil for the boys' souls before it is too late.


Performance-wise, Will and Jim's actors are decent, but they could have been played by virtually anyone else. Not that their performances were terrible, but given the emotional and thematic depth of the source material, I was expecting a little more from them. Of course, I wasn't expecting them to deliver performances akin to Mary Badham from To Kill a Mockingbird (1962) and Henry Thomas from E.T. the Extra-Terrestrial (1982), but they got the job done regardless.


However, Robards and Pryce are the best parts of the movie. Robards breathes much humanity and relatability into Mr. Halloway's melancholy personality without becoming overly depressing for younger viewers. His backstory and arc of him being haunted by events from his past but rising to the occasion to defend his son Will and his friend, Jim, and all that stands for good in the town is both heartwrenching and inspiring for those who are struggling with depression, anxiety, and past trauma.


On the opposite end of the moral spectrum, Pryce (in his American film debut)'s turn as Mr. Dark has a genuinely menacing presence to him, with his calm yet restrained rageful demeanor (this is best exemplified in a scene where he clinches his fists so much that they begin to bleed) and dead and soulless glare makes him a highly underrated villain for a Disney movie. His dialogue is the best that the film has to offer, courtesy of Bradbury himself writing the screenplay (although the script got an uncredited rewrite by John Mortimer, much to the displeasure of Bradbury).


My favorite scene from the movie is the library scene, where Mr. Halloway and Mr. Dark trade literary excerpts from the works of people like William Shakespeare and Henry Wadsworth Longfellow and debate their opposing views on human joy and suffering, with exchanges from the following passage:

MR. HALLOWAY: I know who you are. You are the autumn people. Where do you come from? The dust. Where do you go to? The grave. MR. DARK: Yes. We are the hungry ones. Your torments call us like dogs in the night. And we do feed and feed well. MR. HALLOWAY: To stuff yourselves on other people's nightmares. MR. DARK: And butter our plain bread with delicious pain. So, you do understand a little. MR. HALLOWAY: You are known in this town. My father knew you. MR. DARK: Your father? The preacher? That half-man? MR. HALLOWAY: He lived on goodness. MR. DARK: Tasteless fare. Funerals, bad marriages, lost loves, lonely beds. That is our diet. We suck that misery and find it sweet. We search for more always. We can smell young boys ulcerating to be men a thousand miles off. And hear a middle-aged fool like yourself groaning with midnight despairs from halfway around the world.

This confrontation climaxes in Mr. Dark trying to persuade Mr. Halloway to tell him where Will and Jim are hiding in exchange for bringing back his youth. When Mr. Halloway refuses, Mr. Dark furiously rips pages from a book while counting down various years of age, metaphorically pulling years from Mr. Halloway's life.


This rivetingly written, acted, and directed sequence makes me wish that the rest of the movie was as excellent as this. Not that it is terrible, mind you. Clayton's overall direction is much more subdued and takes a more atmospheric and slow-burn approach to the creepiness with the occasional bursts of genuine scariness. Given his experience with the gothic psychological horror film The Innocents (1961), Clayton seemed like a natural fit for this production, for there are several quieter and more intimate scenes where the characters talk about their pasts or inner desires.


On the visual effects side of things, the mainly practical visual effects have aged pretty well for a 1980s movie, with exterior scenes in Vermont and plenty of sequences shot at Disney's Golden Oak Ranch in Southern California and the Disney studio's backlot. The overall visually warm and cozy settings go hand-in-hand with the film's overall nostalgic tone, which gradually transitions into the gothic lighting and freak show images of Mr. Dark's carnival and its inhabitants. I enjoyed both these visual styles as they provided a great contrast to each other, but I will admit that parts of the chaotic storm during the climax look like leftovers from Raiders of the Lost Ark (1981). That is fine by me, as I love the traditional cinematic use of physical props, miniature sets, and matte paintings. In one or two of the shots, there is also some early use of computer-generated imagery (CGI for short), but I will get back to that later.


The two scenes which I find genuinely scary are as follows: the first one happens after the two boys are caught witnessing Tom Fury being tortured via an electric chair, and as they are running, they come across a guillotine, and when its blade comes down on a mannequin with Will's likeness on it, with the bloodied head landing in a basket, it scares the boys, sending them running back home. This scene made me physically jump from my seat as the mold for the head looked quite realistic, and the resemblance to the child actor was uncanny. The second scene that crept me out occurred shortly after the guillotine scene when the two boys get ambushed by hundreds of Mr. Dark's tarantulas. The said tarantulas were real spiders crawling all over the child actors and in the bedroom, where they were hiding. On a technical side note, this scene (along with a few others during the climax) was reshot, as I could tell that the child actors had grown slightly taller than in the previous scenes.


Overall, I find the theatrical version of this movie to be okay. Robards and Pryce's performances carry the film, the overall production design is excellent, and the overarching themes are compelling, even if the child actors are slightly average in their performances. Clayton's subdued approach to the direction is effective, however, said direction clashes with the studio-mandated splashy visual effects-driven sequences.


For context, director Jack Clayton's original pick to compose the movie was French film composer Georges Delerue, who had previously composed two of Clayton's projects, The Pumpkin Eater (1964) and Our Mother's House (1967). Something Wicked This Way Comes was initially scheduled for a Christmas 1982 release. However, an extensive reworking of the film was ordered after a poor test screening in July 1982. One of the casualties from the said test screening was Delerue's score (which the Disney executives at the time, by most accounts, found too dark and not scary enough). James Horner (then fresh off the success of Star Trek II: The Wrath of Khan (1982)) was brought in on short notice to compose a new score, and in addition to expensive reshoots and new special effects sequences, the film was ultimately pushed back to and theatrically released on April 29th, 1983.


Georges Delerue considered his score for this movie among his best work and was greatly disappointed in its rejection. However, Delerue's entire rejected score was eventually released by Intrada Records, which released a limited edition soundtrack album in 2015. Listening to the rejected score on CD and comparing it to Horner's score has made me realize the power of music and how different composers and scores can drastically alter a film's tone and the audience's viewing experience.


For comparison's sake, Horner's score is dark in tone but with a fantastical and whimsical flair, almost akin to John Williams' musical compositions from the first three Harry Potter movies. On a side note, I cannot help but notice that parts of Horner's main theme for this film sound similar to "The Imperial March" from The Empire Strikes Back (1980). This similarity could be the product of Horner rushing to complete the villain's "approaching evil" theme but with enough lightness in it for families to watch.


In contrast, Delerue's score has an arguably much darker sound yet is richer and more mature in bringing to life the film and the novel's overall themes of evil, sorrow, regret, and the growing pains of the transition from childhood to adulthood. The movie soundtrack enthusiast in me has discovered that within this rejected soundtrack, certain instrumentals and cues share a similar emotional resonance and lyricism to that heard from the works of other legendary film composers like Bernard Herrmann, John Barry, and Jerry Goldsmith.


Another victim of this film's production nightmare was an elaborate special effects sequence involving Mr. Dark's carnival train, which would have shown the carnival's tents and ropes materializing out of the steam locomotive's smoke, tree limbs forming a Ferris wheel and spider webs morphing into a wheel of fortune, via a then-groundbreaking combination of early CGI and traditional animation. The said sequence went as far as being described in the May-June 1983 issue of Twilight Zone Magazine but was cut from the film at the last minute by the studio executives because they didn't find it convincing enough.


Given all this time I spent writing about the backstory for this movie, one would assume that the original cut no longer exists. However, not all hope is lost, though. For among Bradbury's personal collection of film and television recordings at the Center for Ray Bradbury Studies in Indianapolis, Indiana, is a VHS copy of Jack Clayton's director's cut of Something Wicked This Way Comes. While it obviously cannot be shown publicly without Disney's approval, one can hope that an official restoration of Clayton's original cut can one day be released for historical purposes. Who is to say whether I will enjoy this director's cut more than the theatrical version? For the time being, though, I will leave my judgments for that day. For those looking for a memorably dark Disney film this Halloween, I recommend this one but be warned, as it will probably frighten the little ones.


Final Score: 7 out of 10

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