Although it may seem that making horror movies geared towards children is a waste of time, it has been proven time and again that a film does not need to rely on blood and violence to be frightening. A tight thriller that can invoke fear in an audience without resorting to cheap standby methods of shock can be even more effective than any gory slasher, causing a young viewer to remember their fright well into adulthood. 
In 1983, Walt Disney Studios took a stab at children’s horror with Something Wicked This Way Comes and, in the process, made kids everywhere afraid to go to carnivals.
Something Wicked This Way Comes is the story of two young pals, Will Halloway (Vidal Peterson, better known as The Elder on “Mork & Mindy”) and Jim Nightshade (The Funhouse’s Shawn Carson). The boys are typical childhood best friends, doing everything together and, because they’re boys, usually getting in trouble for it. One evening, they find a leaflet for a carnival that is coming to town, and, that night, the expo literally sets up in seconds. As the locals flock to the fair, one by one their most fervent wishes are granted; the ugly are made beautiful, the old are made young and the crippled are healed. The boys sneak over to an out-of-order tent where they find an old carousel. The carnival proprietor, Mr. Dark (Jonathan Pryce from the Pirates of the Caribbean movies), catches them and kicks them out of the tent, but not before giving them tickets to have their own dreams fulfilled. 
Sensing that something is not right, the boys flee, but come back later and see Mr. Dark put a man on the carousel and run it backwards, making the man change into a young boy before their eyes. After seeing the black magic in action, the boys now know that the carnival is not normal, and that Mr. Dark has more on his agenda than simply entertaining the masses. When the locals who have had their wishes granted turn up missing, Will and Jim enlist the help of Will’s father, Charles (All the President’s Men’s Jason Robards) to help them figure out Mr. Dark’s secrets and save the town from the evil circus.
Taking its name from Shakespeare’s “Macbeth” and based on the Ray Bradbury (“Fahrenheit 451”) book of the same name, Something Wicked This Way Comes is a perfect example of a children’s horror film. The screenplay, adapted by Bradbury himself, is a creepy supernatural story about loss of innocence and childhood. The movie, directed by Jack Clayton (The Innocents), is understandably light on violence and gore, but makes up for it with its understated scary mood and tone. Released at the height of the golden age of the slasher film, Something Wicked This Way Comes is scary in a very different way.
Mr. Dark is the type of character that haunts children’s fantasies. He dresses in black clothing with a top hat to match, and is the type of overly confident adult that children hate, always holding the upper hand. 
He is not outwardly fearsome, but not friendly, either. A master manipulator, he possesses magical powers, and seems to be able to brainwash people at will. The children are the only ones in town who see through Mr. Dark’s facade, the only ones who don’t fall for his seductive promises, and, therefore, the only ones with a shot at stopping him.
Although he’s the obvious leader of the carnies, Mr. Dark does not work alone. He has dozens of followers, including laughing midgets, bearded ladies, drumming clowns and a very creepy woman known only as The Dust Witch (played by Foxy Brown herself, Pam Grier). In one of the most memorable scenes in the film, the troupe parades through the streets of the town, ostensibly to promote the carnival, but in reality searching for Will and Jim, who are hiding in an underground sewer. The carnies march around, eyes darting back and forth, taking in every detail of their surroundings, looking for any trace of the two boys. Bearing an uncanny resemblance to the “one of us” segment in Freaks, the scene is the stuff of which children’s nightmares are made.
Another factor that contributes to the overall power of Something Wicked This Way Comes is the performance of the cast, most notably Jason Robards’ Charles and Jonathan Pryce’s Mr. Dark. Robards plays the frightened-yet-determined father perfectly, and Pryce is a very charming yet still unlikable villain. When the two men are onscreen together, their chemistry gives an electric, magical quality to the film that two different actors could not have achieved.
Just getting Something Wicked This Way Comes made was a nightmare in itself. Throughout production, Bradbury constantly clashed with Clayton and the Disney heads over content; Disney wanted the film to be more family-friendly, while Bradbury wanted a more faithful adaptation of his novel. After test screenings received negative feedback, Disney had Bradbury write two new scenes for the film. The new scenes, one where the boys are attacked by a bunch of tarantulas and another where Will and Charles are confronting Mr. Dark in a hall of mirrors, were shot long after the rest of the film and, therefore, the kids are noticeably older. Although the discrepancy is somewhat distracting, the added scenes are two of the most suspenseful and genuinely frightening in the film and their inclusion is essential to the overall effect of the movie.
As far as children’s horror movies go, Something Wicked This Way Comes is one of the best. It most likely won’t scare any hard-core horror fans, but those who remember it from their youth will also remember the sleepless nights that came after watching it.
