Some Case Wicked This Way Comes

Well ghosts and goblins, it’s time for part 2 of our month of Disney Halloween! This week, we’re covering one of the scariest and most obscure Disney Live-action releases! 

Everyone knows that the 80s was the scariest decade for Disney movies. In animation, there were dark flops like The Black Cauldron. But live-action was the real horror show. Three of the scariest films ever released by Disney came out during this time, two of which we’ve already covered on this show. They were: The Watcher in the Woods, Return to Oz, and finally now, Something Wicked This Way Comes. 

Tonight, we’re taking you to Dark’s Pandemonium Carnival on the edge of Greentown, Illinois. We’ll walk through the mirror maze as we discover our deepest desires…or our greatest fears. Come join us, won’t you? By the pricking of my thumbs...Something Wicked This Way Comes!

From Short Story to Screenplay to Novel to Screenplay Again

  • In the early 1930s, a carnival came to the small town of Waukegan, Illinois. Among its visitors, there was a young boy that would grow up to be one of the most famous authors of the 20th century; his name was Ray Bradbury. Even as a child, Bradbury was a fan of horror and fantasy. The first film he ever saw was The Hunchback of Notre Dame. Lon Chaney’s portrayal of the main character inspired him, as did Chaney’s other movies. So, gazing at the mysterious oddities of the traveling carnival sparked Bradbury’s imagination, and gave birth to an idea for one of his most popular novels. 

  • One member of the carnival was a man named Electrico, that would shoot electricity through his body every night as part of his show. Electrico took Bradbury around the carnival to meet everyone there. This encounter was so influential to him, that Bradbury later said that Electrico was largely responsible for his career as an author. 

  • Ray Bradbury drew from these influences for a short story published in 1948 for a horror pulp fiction magazine called Weird Tales. This story followed two boys as they visited a mysterious carnival, with a Ferris Wheel that could change the age of a person by just moving forward or backward. 

  • A few years later, Ray Bradbury met up with actor Gene Kelly. He was really impressed with a film that Kelly had just directed, and Kelly asked Bradbury if he had a story he’d like to make into a film. Bradbury decided to repurpose Dark Ferris into a screenplay. Gene Kelly tried to get funding to make the film but was unsuccessful. So Bradbury re-purposed the story once again into a novel. 

  • Something Wicked This Way Comes was published in 1962. The novel also followed the story of two boys, and how their lives changed when a sinister carnival came to town. The story focuses on the relationships between Will Halloway and his father, and between Will and his best friend, Jim Nightshade. 

    • Will and Jim complement each other, exhibiting opposite traits while remaining best friends. Will is blonde, while Jim has dark hair. Will was born one minute before midnight on October 30th, while Jim was born one minute after midnight on October 31st. As they run together through the town, Will speeds up to keep with Jim, while Jim slows down to keep with Will. 

    • Alternatively, Will’s father, Charles Halloway, and the carnival owner, Mr. Dark, are antagonistic foils. While Halloway represents the light in Will and Jim’s life, Mr. Dark represents the evil threatening to snuff that light out. 

  • This coming-of-age tale steeped in darkness was a big hit, and it was only a matter of time before it would be adapted as a film, as that was Ray Bradbury’s intention for the story before writing the novel. Many producers and directors expressed interest, including Steven Spielberg. But, when director Jack Clayton mentioned to Bradbury his desire to adapt the book, Bradbury handed over his hefty 257-page screenplay. 

    • Clayton worked with Bradbury on a new screenplay, cutting down several pages a day. Together they decided to place the story in the 1930s, because as Clayton would later say, “...children, like the ones Ray had written about, just don't exist anymore. A carnival coming to town used to be a big event years ago, but now what with the advent of television, something like that hardly causes a ripple.”

    • Another big change was the relationship dynamic between Will and his father. Charles Halloway is an old man in Will’s eyes and the film emphasizes how much this upsets Charles. For the film, Clayton and Bradbury portrayed their relationship as a tense one that deepens over time, while in the book, Charles and Will have a sweeter relationship from the beginning. 

  • After finishing the screenplay, Clayton and Bradbury brought the project to several studios that passed. Eventually, they ended up at Walt Disney. Clayton hadn’t directed a film in 9 years and was excited to get back in the director’s chair. Filming lasted 90 days, from October to December, and took place almost exclusively on the Disney lot and the Disney ranch. In fact, the water tower shown in the movie is the Disney water tower, re-painted to say Greentown!

Synopsis

It’s late October in Greentown, IL when a strange carnival comes to town. Best friends Will and Jim go exploring and discover that under its friendly facade, the festival is much more sinister than it seems. As adults in the town start to go missing, the boys realize that the carnival feasts on the desires of men and uses them to do their bidding. 

Making Of

Usually, we run through the facts of how a movie is made, but this week we’re doing something a little different. We understand that this movie is fairly obscure, and many listeners may not have seen it--or at least maybe it’s been a long time. So, we’re going to run through some of the biggest scenes in the film while discussing how it was made! Hopefully, this will give listeners more context. 

The top portion shows the matte painting. The middle shows the matte painting and the projection. The bottom image shows the final product.

  • Something Wicked This Way Comes begins with an ominous and energetic theme, written by the late great composer James Horner. Originally, the score was written by another composer, Georges Delerue. Disney felt that his score was too somber for modern audiences, and made the switch to Horner, much to Jack Clayton’s dismay. But, Ray Bradbury ultimately agreed that Horner truly brought the magic with his score. (Here is a link to some of the original music for you to enjoy!) 

  • The first image on-screen is the train, bringing Cooger & Dark’s Pandemonium carnival to town. This scene was originally CGI, but it was eventually deemed to be too hokey for the dark and menacing tone of the beginning. Throughout the film, there aren’t very many visual effects. This was due to the fact that TRON was in production at the same time, and took most of the focus in terms of effects. Jack Clayton also fought against the use of too many effects, leaving more for the audience’s imagination. 

    • The title sequence was actually a practical effect, with the letters of the title appearing to look like liquid. It was actually re-dyed milk on a metal plate.

  • “First of all, it was October, a rare month for boys.” When the audience sees Greentown for the first time, we hear a narrator introduce the story. The first spoken line was also the first line of the book’s prologue. When filmmakers decided they wanted narration, they had Ray Bradbury himself record it. But, as Ray himself put it, he “didn’t do a very good job.” 

    • The beginning establishes the main characters and the setting. We see Tom Fury, a lightning-rod salesman, walking down the road with Greentown, IL in the distance. Of course, the town is fictional and not actually along that road. So, the footage of Tom Fury was combined with a matte painting of the town. This effect was used several times in the film. The matte paintings are put onto glass and an area is left open where the live-action shots are projected. It is composited in this manner and filmed together to produce the final result we see. (You can see this in the picture above.)

      • This beginning is meant to seem quiet and mundane. Jack Clayton said,  “You can only make a fantasy - or even a farce for that matter - only provided you root the beginning in reality. Something Wicked starts very normal-ly and from that...it’s just my theory, whether it will work or not we will just have to wait and see." 

    • The production team built the entire town square on the lot, and Bradbury said it was so similar to the town he grew up in, that he felt like he was visiting home again. Many of the sets were composites, meaning they were actual buildings with several enclosed rooms and floors, and many of them were connected. 

      • Many of the outside scenes were shot in the early part of the day to get a gloomier look. When this wasn’t possible, the production team would “silk” over the top of the set to soften the natural light. 

    • Just after the narration introduced Will and Jim, we see them running through the town, ending up at the library. Many of these shots are continuous, and the camera was mounted on a car so it could follow the running boys. 

  • “But I suppose that this is really the story of my father.”

    • The library that Will and Jim enter was a detailed set, designed to look like the Carnegie libraries donated to many small towns in the 1920s. This scene introduces Charles Halloway, Will’s father, and sets up his dilemma of being a man too old to keep up with his growing son. This is also where we learn that Jim doesn’t have a father, though he pretends that his father writes to him. 

      • Jack Clayton didn’t like doing several takes with young actors because their acting tended to fall apart after saying the same lines over and over again. So, scenes like this have very minimal cuts. 

    • Now that the film has implied Charles’ desire to be young, we see him interact with the other adult characters. This scene sets up their unique wants, as the barber wishes to be with women, the cigar store owner wants money, and the barkeep wishes to be an athlete again. 

    • After this, Charles encounters the first piece of the carnival in his own town, the “most beautiful woman in the world” encased in ice. The red ring on her hand glows, which was one of the many visual effects that producers added after the first cut of the film was too ambiguous. Clayton and Bradbury didn’t initially agree that audiences needed to see effects to understand the magical aspects of the film, but felt that most of the effects added did enhance the story. 

  • The Carnival arrives

    • Will and Jim are safely home in their beds when they awake to the sounds of a train. Their bedrooms were composite sets, and very difficult to film in. So, sometimes the ceiling had to be taken out in order to fit all the filming equipment. 

    • The boys sneak out of their windows and run to see the train. This scene was shot on the Disney ranch, and bright lights were flashed on the boys’ faces to make it appear as if a train was passing by. The moment that the train stops, a carnival appears out of nowhere. 

      • Filmmakers used miniatures to show the carnival as a whole, while individual sets were built for the actors to interact with. 

      • In this scene, we meet the dust witch character for the first time. She’s dressed in a black costume of spider lace. In the book, the witch is more fairytale-like, but in the movie, they combined this character and “the most beautiful woman in the world.” Ray Bradbury loved the costume for this character. 

    • After Will returns home from seeing the carnival, he confronts his father who was also out late. This encounter shines a light on the tension in their relationship. Instead of using multiple cameras to shoot this scene, they utilized the lighting to get the audience to focus on specific characters at certain times. The key light is on Charles, played by Jason Robards, because this scene is about him and his regrets. 

  • “It’s just an ordinary carnival” 

    • The boys return to the carnival in the daytime, and are almost disappointed to discover that it is a seemingly ordinary carnival that just looked evil at night. But, while they explore, the audience witnesses the adults become consumed by their own desires. 

    • The boys walk past a tent of dancing women, and Will wants to keep walking. But, Jim peeps through a hole in the fabric to watch the dancing ladies. 

      • Set designers specifically made the carnival appear weathered and broken down, with ripped canvases and unkempt attractions. It added to the creepy aesthetic, but it also proved how old the carnival itself was. 

      • This scene replaces a moment in the book, when Jim witnesses something happening with adults in their bedroom at night. Will wants to keep walking, but Jim can’t tear himself away. This speaks to the difference in their characters and how even though they are the same age, they are at different places mentally. 

    • The boys sneak into the off-limits part of the carnival and run into Mr. Dark, the man that runs the place. At first, his face is shrouded in darkness to symbolize the presence of his evil. 

      • Before sending the boys away, he shows the boys the shifting tattoos on his hands, which seems to be his carnival trick. To achieve this effect, the director projected the image of a kaleidoscope onto Jonathan Pryce’s arm. 

  • The backward carousel

    • Convinced that something strange might happen at night, the boys stay behind and sneak back into the carousel’s tent. They watch as the ride runs in reverse, lowering the age of the man riding it until he becomes a little boy!

    • Filmmakers used a real carousel for the scene that they found on Long Beach. They took it apart and shipped the parts to Los Angeles, where it was rebuilt on the sound stage. 

      • The director overlayed past frames to get the dragging, blurred effect as the carousel ran.

    • The man, Mr. Cooger, is one of the carnival owners in the book. He turns into a little boy to do Mr. Dark’s bidding. The boy that played this role was very young and didn’t really understand what was happening. This helped bring a creepiness to the character. 

  • The talk on the porch

    • After returning home, Will has another talk with his father. It’s in this scene that we realize that Will almost drowned as a younger child, and Charles was unable to save him. Will had been saved by Jim’s father, and Charles has felt like a failure ever since. 

    • This scene was cut up by the studio, making it one of the choppier scenes in the movie. It also has the tightest close-ups in the entire film, as it’s an important moment for both characters. 

    • At the end of the scene, Will challenges his father to climb up the side of the house and into his bedroom window. Charles refuses, because Jack Clayton felt it would build the tension between the two characters. 

      • In the book, Charles rises to the challenge and almost falls. But Will saves him, setting up the final act when Charles must rise to the challenge of saving his own son. 

  • Seeing something they shouldn’t

    • Miss Foley, Jim and Will’s teacher, looks into her mirror and sees a younger version of herself. She so desperately wants to be young again, and suddenly becomes her younger self...but immediately goes blind. 

      • To create this sequence, filmmakers used a sodium vapor technique that predates green screens. It’s a version of matte photography that allowed them to overlay images in a realistic way. 

    • After seeing the magical power of the carousel, Jim also gives into his desire to be grown, and heads to the carnival to make his wish come true. Luckily, Will stops him. The boys discover all the adults in the town under the tent, and Mr. Dark has Tom Fury, the lightning salesman strapped to an electric chair. Mr. Dark demands Fury tell him when the next storm is, for storms wash away the carnival.  

    • The sky in this scene was created by using a cloud tank. The bottom layer of the tank is salt water, while the top layer is freshwater. Various liquids are injected into the tank to create clouds! 

    • From this point on in the movie, a lot of visual effects were added to enhance the story. This involved adding hand-drawn animations of dust, smoke, and glowing objects. A green, hand-drawn smoke follows Will and Jim as they run home. 

  • The Spider scene

    • The first cut of Something Wicked did not do well with audiences. The film went through major cuts, and some re-shoots were done for the ending. Originally, there was a scene that involved a giant hand reaching into Will and Jim’s bedrooms. The hand was animatronic, and didn’t seem to look real enough to keep the scary tone of the movie. 

    • So, about one year after initial filming, the actors that played Will and Jim had to return to shoot a new scene that involved hundreds of tarantula spiders. Jack Clayton had to be careful which angles to shoot the boys from, because it was obvious that they had grown. In fact, the actor that played Will had to wear a wig.

    • The scene features a lot of real spiders, which gave most of the crew a bad allergic reaction. The special effects team also built animatronic spiders, but they didn’t match up to the real ones. So, the spiders under the blankets on the boys’ beds are actually animatronic. 

  • The Parade

    • After experiencing the horrible night terror of the spiders in their beds (a vision sent by the Dust Witch, presumably), Will and Jim are certain that Mr. Dark is searching for them because they’ve witnessed too much. 

    • Mr. Dark leads a parade through the town, and for the first time, we see all the people that he has tricked and transformed, but none of the other townsfolk seem to care. Charles Halloway notices when a young boy shows up, wearing the exact clothes of the barkeep, a man that had lost his leg and arm. The little boy catches a football the exact same way the barkeep would, confirming Charles’ suspicion that something nefarious is going on. 

    • Mr. Dark approaches Charles and asks about Will and Jim, showing him tattooed images of them on his hands. The images were photos of the boys that the make-up department had to draw on Jonathan Pryce’s hands. When Charles refuses to give the boys up, Mr. Dark closes his hand so tightly, that blood drips from it. This effect was achieved with a simple sponge with cosmetic blood. 

  • “By the pricking of my thumbs” 

    • The most intense scene of the film takes place in the library, as Will and Jim hide from Mr. Dark. Charles tries to hold him off, buying the boys more time, but Mr. Dark proves to be too powerful. This was Ray Bradbury’s favorite part of the movie. Jonathan Pryce and Jason Robards (who played Charles) were able to act out the scene over and over to give the director lots of different options for the final cut. The scene took a week to shoot.

      • This scene involves pages being ripped from a book. As each page falls to  the floor, it glows. An animator has to use rotoscoping to trace the images frame by frame to add the effect. 

    • This is the scene where the audience learns about Mr. Dark and who he truly is. They are “the hungry ones” that feed off the desires of men. As Mr. Dark attempts to tempt Charles, he quotes the song, “I heard the Bells on Christmas Day.” The song is heavily featured in the book, and Ray Bradbury felt it appropriate for the story. Mr. Dark is mocking the idea of love and goodwill. 

    • Mr. Dark then breaks Charles’ hand, solidifying his defeat. This was a prosthetic hand, and the scene was initially too gory and had to be cut down. Mr. Dark then finds the boys and steals them away, as a Dust Witch gives Charles a “taste of death.” As Mr. Dark pulls the boys away, he shuts off the barber pole in the town, symbolizing the end of life. 

  • The Mirror Maze

    • When Charles awakes, he runs to the carnival to save the boys and gets trapped in a mirror maze. This was another scene that needed to be re-shot. If you look closely, Will is wearing the same wig in this scene that he wears in the spider sequence. 

      • Originally, the scene showed Charles running through a series of mirrors with older men without their false teeth on the other side. This represented his fear of being too old, but the climax didn’t work well with the test audiences. 

      • So, the story was changed, and Charles instead saw the memory of him failing to save his son. Special effects artists added rounded edges to the mirrors so that the audience understood that he was looking in a mirror and not a screen or a doorway. 

    •  Charles is able to break through the mirror and save Will, as Tom Fury defeats the Dust Witch. But, their troubles aren’t entirely over until Mr. Dark accidentally falls victim to his own tricks and is forced to age rapidly on the carousel. 

      • This scene was far too extensive in the original cut, which made the audience laugh. 

    • The scene ends with the carnival being swept up in a cloud that was created with a cloud tank. The miniature carnival was shot upside-down, and filmmakers simply dropped the pieces from the ceiling!

    • After the carnival is swept away, Will, Jim, and Charles all head skipping back to Greentown. The light on the Barber’s Pole flicks on again, and everything seems to be okay. 

Starring

  • Vidal Peterson as Will Halloway

    • He also played the elder in Mork and Mindy!

  • Shawn Carson as Jim Nightshade

    • This was his biggest role.

  • Diane Ladd as Jim’s mother Mrs. Nightshade

    • Diane has been in many films including National Lampoon’s Christmas Vacation.

  • Jason Robards as Will’s father Charles Halloway

    • Jason had several credits, such as Little Big League and Parenthood to name a few.

    • He was Ray Bradbury’s first choice for the character! The two got to know each other well during filming. 

  • Jonathan Pryce as Mr. Dark

    • Jonathan has also been a well-known actor in things as recent as Pirates of the Caribbean and The Crown.

  • Royal Dano as Tom Fury

    • He was in a lot of things, even Killer Klowns from Outer Space!

  • Pam Grier as the Dust Witch

    • Pam is an influential woman who starred in blaxploitation films in the 70’s like Foxy Brown. She now has an autobiography Foxy: My Life in Three Acts. 

Reception

  • When the test audience watched Something Wicked This Way Comes, they did not give it a good reception. According to Ray Bradbury, at least ¼ of the film had to be changed. 

  • The movie was a commercial flop, making only about half of its budget. It’s not available to stream, and is still relatively obscure. But, Ray Bradbury was incredibly proud of it. 

  • The movie won two Saturn Awards for Best Fantasy Film and Best Writing. It was also nominated for several other awards, including best director. 

  • In 1983 Roger Ebert gave it three and a half stars and wrote “It's one of the few literary adaptations I've seen in which the film not only captures the mood and tone of the novel, but also the novel's style...In its descriptions of autumn days, in its heartfelt conversations between a father and a son, in the unabashed romanticism of its evil carnival and even in the perfect rhythm of its title, this is a horror movie with elegance.”

Something Wicked This Way Comes is dark and magical. Pressing play on this film is like opening a time capsule to 1980s Disney, when they weren’t afraid to get truly scary. The film is frightening for children and adults alike, but for different reasons. For children, the fears are literal, like darkness and spiders. For adults, the frights are more abstract: like failure and weakness. And this story makes us all face the question: If you were faced with the chance to fulfill your deepest desires, what price would you pay? 

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80's, Film History, Horror, PodcastAdam OsburnSomething Wicked This Way Comes, Ray Bradbury, Disney, Mr. Dark, Novel, Spooky, October, Mirror Maze, Jack Clayton, Carnival, James Horner, Halloween