Creating child-friendly horror is difficult. That’s not to say children aren’t easily scared –quite the opposite, really– but it’s not always easy for horror tv and movies aimed at a family audience to hit the mark. Perennial children’s Halloween favorites such as Hocus Pocus aims for humor more frequently than scares, whereas there are episodes of Rugrats that unsettled me in ways I wouldn’t experience again until I discovered David Lynch movies as an adult. It was in the spirit of conjuring family-appropriate frights that Walt Disney Pictures attempted to move away from its safe, staid image in the early 80s with an adaptation of Ray Bradbury’s seminal horror novel Something Wicked This Way Comes. Helmed by The Innocents director Jack Clayton with a script adapted by Bradbury himself*, Something Wicked bombed when it released to theaters in 1983. This is hardly surprising; while it’s not the family-ready thriller that Disney and audiences wanted, it’s a stellar adaptation of a horror classic that’s fiercely acted and rewardingly complex.

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The plot: As Mr. Dark’s Pandemonium Carnival materializes in Greentown, IL one October evening, 12-year-old best friends Will Holloway (Vidal Peterson) and Jim Nightshade (Shawn Carson) are drawn in by its allure. But soon the boys find out that the carnival can grant people’s deepest wishes –at a terrible price– and that Mr. Dark (Jonathan Pryce) is something more sinister than the showman he presents himself to be. As Mr. Dark seeks to end the boys’ meddling in his schemes, Jim becomes dangerously intrigued by the carnival’s dark promises, it comes down to Will’s aging father, Charles Holloway (Jason Robards), to save the souls of Will, Jim, and the Greentown itself.

From the film’s opening scenes, you could be forgiven for assuming Something Wicked this Way Comes  is standard Disney fare. The film lays it on thick with an adult Will Holloway narrating about the autumns of his youth as the boys run through the streets of an impossibly bucolic Greentown. Luckily, it’s not long before the horrors unfurl, and the bright and cheery opening becomes a counterpoint to the darkness that takes Greentown. The secret to so-called family friendly horror is a layering of scares that engage at different levels and ages, and Something Wicked This Way Comes. In spite of its 12 year old protagonists, the book and film are written squarely from the perspective of an older man looking back on his youth, and feeling the weight of the intervening years, and the adult horrors engage with those themes. As an adult, the consequences of the wishes granted by Mr. Dark linger and haunt, and Charles Holloway’s fears that his best years are behind him and that he may be unable to save his son hit particularly hard. Layered between the cerebral horrors that culminates in a tense library confrontation between Charles and Mr. Dark are visceral horrors such as Will witnessing his own decapitation and a swarm of tarantulas that are effective at any age (the latter in particular).

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This is all buoyed by a series of outstanding performances. While they occasionally stumble over some of the more stylized or inorganic dialogue, Vidal Peterson and Shawn Carson handle the weight of their roles well, particularly given the fact that they have to do a scene with –I cannot stress this enough– a swarm of 200 tarantulas. Carson, struggling with more emotional conflict than Will, is the scene stealer of the two, and the sadness and frustration that underpins his bravado is well realized. Pam Grier is alternately glamourous and menacing as the Dust Witch, luring the weak-willed to terrible fates at Mr. Dark’s Pandemonium Carnival. The all-stars of Something Wicked are Jason Robards and Jonathan Pryce, giving opposite, but complementary performances. Pryce is iconic from the moment he appears on screen. Pryce brings charisma and barely-contained menace to what’s already among the best literary villains. Bradbury originally sought Peter O’Toole or Christopher Lee for the role, and while both are legendary actors, I can’t see them topping Pryce’s work here. It’s really a story about Charles, and he projects a comforting warmth and sturdiness, even as he struggles with his own sadness and fears. The result is a conflict between mythic evil personified and an everyman that feels authentic and scary.

Walt Disney Pictures Welcome to the Black Parade

Something Wicked This Way Comes is shot more like an arthouse film than an early 80s live action Disney movie. Jack Clayton brings an auteur touch to a studio that’s typically a producer’s game. Veteran cinematographer Stephen H. Hurum places the camera in fascinating places and gives the viewer a lot to look at even during the simplest dialogue exchange. In concert with the film’s editing, it gives the film the quality of a Rockwellian dream or a nightmare depending upon the scene’s needs.

Something Wicked This Way Comes feels like a weirder movie than either Disney or audiences expected. It’s a faithful adaptation of a book that never lets the reader have a dose of small town nostalgia without a sense of dread to accompany it. It’s a movie that should play well for younger horror fans (particularly arachnophobic ones), and give older ones a lot to linger over well past the roll of the credits. It’s a movie that Disney couldn’t make today and it’s still astounding it got made then either.

*with, unbeknownst to Bradbury at the time, touch-ups by John Mortimer. To what degree Mortimer altered Bradbury’s version of the screenplay, I do not know.