Something Wicked This Way Comes: Revisiting a Dark Disney Classic

Last Updated on June 2, 2023

At the end of the 70s and beginnings of the 80s, Disney decided to take a turn into a darker side of cinema, at least for them.  In 1979 they released The Black Hole, a sci-fi epic which had among its cast Anthony Perkins, best known for Psycho as well as a space station manned by animated corpse/robot hybrids.  The film would include an ending which would literally show the villain of the piece in hell in penance for his crimes for all eternity.  The following year would be another creepy sci-fi entry The Watcher In The Woods.

Following these films would be the gory fantasy epic Dragonslayer. That film actually showed a real Disney Princess being eaten by blind baby dragons on camera.  So to round out a really fantastic run of DARK movies the House of Mouse went all in with a fantasy film that covered themes of death, lust, magic, the devil, and child murder.  For the kids!

Something Wicked This Way Comes was written by fantasy and sci-fi legend Ray Bradbury.  It was part of the Green Town Trilogy of books that were released over a number of decades, beginning with Dandelion Wine and ending with Farewell Summer.  The novel takes place in Green Town, IL, a place heavily inspired by Bradbury’s own birthplace of Waukegan.  

The film would bounce back and forth for years, with Bradbury actually writing the story as a screenplay first, expanding a short story called Black Ferris into the longer script in the late 1950s.  Silver Screen star Gene Kelly was going to direct it, surprisingly enough, but no studio ever showed enough interest.  Eventually in 1962 Bradbury converted the screenplay to a novel and got it published.

A little over 10 years later another screen legend, Kirk Douglas, was going to produce and star in a film based off the novel.  This would have his son Peter producing and would have been in conjunction with Paramount.  But yet again, the film would never take off.  

At one point Steven Spielberg was talking about taking it on and directing and that actually would have been pretty epic I suspect.

Eventually in 1981 Disney took hold of the property with director Jack Clayton who had been chosen by Bradbury after having worked together previously and who had at one point been on deck to direct early in the 70s.  Peter Douglas was still a producer, but Kirk wouldn’t be starring in the film.  

Shooting would start in late September of 1981 in California with the area being made to look like a mid-west small town in the beginnings of fall.  Bradbury’s original novel was set in the 60s, when it was written.  But the film would be moved to the 30s, the same time Bradbury would have been the age of the boys at the center of the film.

Something Wicked This Way Comes opens with a narration by the adult version of Will Holloway, one of the two best friends who encounter a mysterious carnival one haunted fall day that descends on their home of Green Town.  Green Town is a small village in IL where everyone knows everyone, and the residence appear content with their lot in life…all reserved passions and secrets.  But on this day, that all starts to change.

Will and his best friend Jim Nightshade (one of the coolest names I’ve heard) are two scamps who get into trouble but nothing truly bad.  And when we meet them, they are in trouble for whispering in class to each other by their stern teacher Miss Foley.  Will’s father is an older man with a fairly young son.  Charles Holloway is in his 50s and appears tired and continually reminded that he’s got a son that’s full of all the life and verve he no longer seems to have.  We’re also introduced to other members of the community, the town barber, the cigar store salesman, and a double amputee bartender who was once a football star.

On this particular day the carnival is coming to town as a top hated figure starts tossing posters into the air, making their way about the city to announce their arrival.  Almost at the same time a lightening rod salesman named Tom Fury, a teller of tales and sell of rods arrives.  Jim purchases one and affixes it to his home.  

Much like a storm, the carnival arrives out of nowhere, in misty smoke as if part of the steam of a night train.  Overnight it’s set up in total with rides, games of chance, and tented attractions all for the town to marvel at.  Everyone shows up at the carnival, but almost as quickly as the attractions were there, Will and Jim realize that something is not right, and they see their fellow towns folk start to succumb to the temptations offered by Mr. Dark.   All of your deepest desires can be yours but at a heavy price.

Soon Mr. Dark realizes that the boys know the truth of the carnival and he begins searching for them in earnest with the help of some of his attractions.  Will’s father has to protect the two boys, but will he have the strength to resist the answer to his most secret dreams and wishes?

Something Wicked This Way Comes had a great cast making up its list of characters starting with Will’s father, Charles Holloway who was played by the legendary Jason Robards who brings a weariness to Charles and a spine of steel when the time comes.  There’s something sort of perfect with how Robards plays the character and I think everyone can see a bit of their own father in him.

Will and Jim were played by Vidal Peterson and Shawn Carson.  Interestingly, the two young actors had actually auditioned for the others role.  In the end they got switched and each had to change their hair color, with Peterson bleaching his dark hair and Carson dying his blonde black.  

The lustful barber Mr. Crosetti was played by Richard Davalos.  Davalos had played James Dean’s brother in East of Eden and had a long history in TV work.  James Stacy who played Ed the bartender was a film and TV actor who actually had lost an arm and leg in a motorcycle accident in 1973 but returned to acting after the tragedy that also resulted in the death of his girlfriend.  Mary Grace Canfield, who played the longing for her lost beauty teacher Miss Foley was a familiar face to TV viewers from her role in Green Acres as Ralph, but she had a very lengthy film and TV career through the early 90s.  Diane Ladd would play Jim Nightshade’s mother who was still pining for the husband who abandoned her and her son.

The mysterious Tom Fury, purveyor of the lightening rods was played by Royal Dano.  Dano was another character actor who had a massive career in TV and film but also had the added Disney connection of being the voice of Abraham Lincoln for Disney’s animatronic Lincoln for Disneyland’s Great Moments with Mr. Lincoln.  Walt Disney himself chose Dano for the voice which has continued to be used.

But the carnival are where some of my favorites are.  Firstly Pam Grier, the legendary actress and the only woman I’ve seen make men actually shake and sweat in person when they met her (no joke…full grown men were in awe and unable to speak and who could blame them) played the Dust Witch, one of the mysterious and most powerful of the carnivals denizens.  

Angelo Rossitto who many would recognize from his later turn as the Master part of MasterBlaster in Mad Max Beyond Thunderdome would be one of the unnamed workers but one of the most memorable.  This wouldn’t be the first time Rossitto would be involved with a carnival in film.  He was one of the truly gifted actors in Tod Browning’s Freaks in 1932 and would appear in a number of classic genre films over the years.

But the leader of the carnival Mr. Dark stuck with me, and no doubt stuck with all the kids who saw this film that probably shouldn’t have.  Jonathan Pryce was a relatively unknown actor when he was chosen to play the menacing and magical Mr. Dark.  Something Wicked This Way Comes was one of his first feature films.  Pryce won the role after names such as Christopher Lee and Peter O’Toole were being bantered about for the part of Mr. Dark who may or may not have been the devil.  Pryce was gloriously sinister, and I will to this day put his scene with Jason Robards in the library tearing away years from the pages of a book as one of my favorites in the genre.  

Something Wicked This Way Comes did not have an easy path ahead of it while in production.  Bradbury’s script got a rewrite requested by the director without Bradbury even knowing about it or being asked.  Then when director Clayton turned in his version of the first cut, Disney didn’t like it and had it re-edited and additional scenes made and shot.  

When you see the film, you will notice right away some of these scenes which included a tarantula attack sent by the Dust Witch to terrify and destroy Will and Jim.  The actors look older and taller in this scene, which lasts long enough that even Lucio Fulci would possibly say it was too much.  And bonus, they used REAL tarantulas…and in some shots it looks like they are being thrown at the kids.  Granted there are fake ones being used but at least 200 of those things are real.  200.  Nope…I’m out.

While this scene is pretty cringe and eek inducing (remember this was supposed to be a kids movie) there are other shots that are equally surprisingly adult.  Will seeing his own bloody stumped severed head from a guillotine while fleeing the carnival is one that stands out.  

Another is just what happens with Mr. Crosseti, the barber.  At the carnival, after talking poetically about how he can simply dream about the petticoats and perfumes of exotic women, Crosseti is pulled up on stage in what is Mr. Dark’s equivalent of a peep show tent of veiled female dancers performing.  Crosseti is overwhelmed, sweaty and giddy and this is the last we see of him…until later.  Crosseti got his wish but when we see him again it’s clear he’s changed.  While it isn’t said aloud Crosseti has been turned into a bearded lady.  He now is the very thing he always wished for, an exotic and perfumed woman.  

That’s Dark’s twisted sense of irony and it applies to all of the carnival’s victims who wind up working for the carnival after their wish is granted…most likely forever.

Then there’s the ending with Mr. Dark getting trapped on the carousel and aging insanely fast, becoming a withered husk on camera in a horrifying display.  This was actually done by the amazing and epic Stan Winston, and you can tell because it’s, as I said, horrifying.  FOR THE KIDS.

The films changes, supposedly to make it more kid friendly, really didn’t.  Tonally Something Wicked This Way Come remains very dark.  The test screenings reaction led to some additional special effects and a complete redo of the score, with James Horner redoing the entire soundtrack from Georges Delerue.  Horner’s score reminds me a lot of the score for Harry Potter in the feel and sound.  Delerue’s score, which was actually released, and it definitely has a sinister and other worldly sound to it.  I think I prefer it…embrace the Dark as it were.

It wasn’t a box office smash, not even making half its budget back when it was released.  And again, much like Dragonslayer it was due to Disney not really knowing what to do with a film with that sort of adult sort of tone.  But eventually VHS and Laserdisc got the film an audience.  

Something Wicked This Way Comes is a forgotten Disney classic in a way.  It’s not really been given the love it deserves or a truly great release on Blu Ray.  It’s a beautiful film with a lot of atmosphere and those great Disney animated special effects.  But the subject matter goes a little deeper than I think adults and kids in the 80s were expecting.  Rewatching it today, a little older and a little wiser the film hits harder and the subtext is unnerving.

Bradbury’s story is all about the dark (there’s that word again) side that is hidden within not just small-town America but within everyone.  The desires of the townsfolk of Green Town represent a number of the 7 deadly sins.  The barber’s lust, the teachers vanity, the cigar salesman’s greed, and the bartenders envy are their downfalls and even though the ending is supposed to be a happy one we don’t actually see them restored back to themselves.  As Dark’s withered remains are picked up by his dwarf assistant, we have no indication that their curses have ended.

The carnival comes during the Fall, when the summer is dying, when the leaves are falling, and winter is coming to steal away the light.  The Autumn People who feed on the misery and failed dreams of people.  Dark and his troupe never say they are demons but for however long there has been envy and lust, you assume they’ve been there too.  Dark, while never really called Satan, may have been the inspiration for the devil.  

Mixed within this is a tale about death and aging, about embracing who we are and how children can remind us that we are that much closer to the grave and what we once were.  There’s a bittersweetness to this in Something Wicked This Way Comes.  Regret is the sin that Charles Holloway has committed in spades.  There’s also a lot of guilt within him for not being the man he feels his son wants him to be.  And this is where Mr. Dark really sets his claws into him.

When Mr. Dark is first seen by Charles on the street, tossing out his ads the window in front of him holds within it a coffin.  Within the window is reflected Dark…a premonition of what may lay ahead.  Charles is a librarian who has read about great adventures and ideas but has not really lived any of his own.  He couldn’t even save his own son because he never learned how to swim, and another man had to do it…something that has haunted him for years. 

Charles is middle-aged, closer to the end of his life than the beginning and Mr. Dark senses the layers of regret within him and uses them against him.  But Charles didn’t need any sort of grandiose life, what he needed and what he received was the love of his son.  And that is what saves the day at the end, allowing not only Will to live but Jim Nightshade as well and the ruin of Mr. Dark.  

This film hits harder if you’ve lost your dad as well, I’m not going to lie.  Within Will and Jim’s stories I think there’s an interesting parallel where Will has a father he doesn’t appreciate, and Jim has a father he idolizes but who left him.  Charles Holloway is actually who this film is really about, he’s the hero.  A father who finds his child loves him and learns to accept and love himself without regret.  

I recommend finding Something Wicked This Way Comes and rewatching it or watching it for the first time.  If you haven’t seen it in a long while I think you’ll be surprised at how layered this little gem from the vaults of Walt Disney is.  A tale of the prisons our own regrets can trap us in and how a fathers love can save the day and fight the dark inside and out.