Fear has a very specific smell. According to Ray Bradbury, it smells like cotton candy and ozone, the scent of a traveling carnival arriving on a train in the middle of a cold October night. If you grew up in the eighties, the Something Wicked This Way Comes movie was likely the reason you stayed away from the local fair. Honestly, it's a miracle this thing even got made under the Disney banner. At the time, the studio was desperately trying to shed its "G-rated" skin, resulting in a dark, atmospheric, and deeply troubled production that almost didn't see the light of day.
You've probably heard the rumors. The original cut was too scary. The music was too depressing. The kids aged six months between scenes because of the massive re-shoots. Most of that is actually true.
The Nightmare of Greentown
The plot is basically every kid's worst nightmare. Two best friends, Will Halloway and Jim Nightshade, live in a sleepy Illinois town. Then Mr. Dark’s Pandemonium Carnival rolls in. This isn't your typical "win a giant teddy bear" setup. Mr. Dark—played with a terrifying, silky menace by Jonathan Pryce—doesn't want your tickets. He wants your soul. He offers the townspeople their deepest, most desperate desires. The old schoolteacher wants to be young again. The man who lost his limbs in the war wants them back.
But there’s a catch. There's always a catch.
Everything in this movie feels heavy. It’s not just the "scary carnival" trope. It’s about the fear of growing old and the regret of a life half-lived. Jason Robards, as Will’s father Charles Halloway, delivers a performance that is frankly too good for a "kids' movie." His library monologue about the nature of evil and the "Autumn People" is legendary. It’s the kind of writing you just don't see in modern blockbusters.
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Why the Production Was a Disaster
Disney spent roughly $19 million on this, which was a fortune in 1983. They hired Jack Clayton to direct because he had done The Innocents, a masterpiece of psychological horror. But when the first cut came back? Disney panicked.
It was too "art-house." It was too slow.
The studio ordered millions of dollars in re-shoots. They added the famous (and slightly traumatizing) spider attack sequence and a more "magical" ending involving a CGI-heavy storm. This is why the kids look noticeably older in certain shots—the gaps between filming were massive. Even the original score by Georges Delerue was tossed out for being "too sad," replaced by a more frantic, energetic soundtrack by a young James Horner.
What Really Happened with the Special Effects?
- The Carousel: That creepy merry-go-round was a real 1918 antique restored for the film.
- The Spiders: They used actual tarantulas. Apparently, several escaped on the Disney lot, leading to years of terrified janitors.
- The Mirrors: The mirror maze scene used over fifty hand-cut mirrors to create that disorienting, soul-crushing effect.
Is It Finally Streaming?
For the longest time, the Something Wicked This Way Comes movie was the "lost" Disney film. It wasn't on digital. It wasn't on Netflix. If you wanted to see it, you had to hunt down a used DVD or the rare 2021 Disney Movie Club Blu-ray.
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Good news: As of October 2025, it has finally landed on Disney+.
It’s sitting there next to Mickey Mouse and Frozen, which is hilarious considering it features a scene where a boy sees his own severed head in a guillotine. If you're looking for a "gateway horror" film for a kid who thinks they're tough, this is the one. It’s PG, but it’s a 1983 PG, which basically means it would be a hard PG-13 today.
What Most People Get Wrong
A common myth is that Ray Bradbury hated the movie. In reality, he wrote the screenplay himself. While he was frustrated with the studio interference and the loss of some of his "lyrical" moments, he later admitted he loved 90% of the final product. He especially loved Jonathan Pryce.
Pryce’s Mr. Dark is a masterclass in villainy. He doesn't scream. He doesn't transform into a CGI monster (mostly). He just smiles and tears a page out of a book, and you feel your heart sink.
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Actionable Insights for Fans
If you’re planning to watch—or re-watch—this classic, here is how to get the most out of the experience:
- Read the book first: Bradbury’s prose is like poetry. Knowing the internal thoughts of Charles Halloway makes his scenes with Mr. Dark hit ten times harder.
- Watch the library scene twice: Pay attention to the lighting and the sound design. It’s widely considered one of the best "good vs. evil" confrontations in cinema history.
- Check the background: Look for the "freaks" in the carnival scenes. Most of them are the townspeople who made deals earlier in the film. It's a grim detail that’s easy to miss.
The Something Wicked This Way Comes movie remains a weird, dark outlier in the Disney catalog. It’s a film about the transition from childhood to the cold realities of being an adult. It’s messy, it’s beautiful, and it’s still one of the best things to watch when the leaves start turning brown.
To truly appreciate the legacy of this film, your next step should be to look up the "Disney Dark Age" of the late 70s and early 80s. Research titles like The Black Hole and Return to Oz to see how the studio nearly reinvented itself as a purveyor of nightmare fuel before the 1989 Renaissance changed everything.