The 13th Floor


What happens when you mix Ray Bradbury, the director of THE INNOCENTS, Kirk Douglas’ son and Walt Disney Productions? You get SOMETHING WICKED THIS WAY COMES – a box office flop now revered as a masterpiece of horror fantasy.


For those few unsuspecting kids dropped off at the theatre by the parents to see the latest offering from the Maus Haus in 1983 they had no idea what they were in for when they first glimpsed Dark’s Pandemonium Sideshow as Halloween came early in all its misshapen nightmarish glory.

Originally intended as a vehicle for Gene Kelly to star and direct, Ray Bradbury expanded his short story “The Black Ferris” into a screenplay. Although the short story ran in Weird Tales magazine and had been adapted by EC Comics in THE HAUNT OF FEAR No. 18, Bradbury was frustrated by the failure to finance the film, so he turned the script into a full-fledged novel, SOMETHING WICKED THIS WAY COMES.

MR DARK parade search

First published in 1962, SWTWC was acclaimed as a masterpiece by critics and fans alike. Its poetic dreamverse of unspeakable horrors set in a Norman Rockwell small town setting (cribbed from Bradbury’s own youth) was wild and unrelenting in its phantasmorgical tale of unrepentant desires and longings as a mysterious dark carnival preyed upon unwary small town folk.


Like the Mirror Maze, its reflections of myriad possibilities and long lost forgotten dreams, SWTWC’s road to screen realization was a tangled mire of shattered hopes and false starts.

After abortive attempts to enlist directors as diverse as Sam Peckinpah and Steven Spielberg to bring the novel to celluloid life, the film rights were sold to Kirk Douglas’ Bryna Productions as a producing vehicle for his son Peter Vincent Douglas.  Douglas then brought the project to Walt Disney Productions, then under the aegis of Ron Miller. Attempting to rebrand itself in the early 1980s, Disney was hoping to usher in a new renaissance spearheaded by their dark Tolkien-esque animated fantasy THE BLACK CAUDRON and the then-innovative computer graphic intensive TRON.

With a script by Bradbury himself, Jack Clayton (who established himself as a master of subtle horror storytelling with THE INNOCENTS) was tabbed to direct the fear fraught opus.

While Bradbury had envisioned either Peter O’Toole or Christopher Lee to embody the serpentine, shivery allure of Mr. Dark, the role fell to then-unknown 34 year old Jonathan Pryce who created a portrayal for the ages.


Ostensibly a Faustian-like tale of secret desires and longings granted by the devilish carnival king, the real crux of the story is the relationship between an aging librarian, Charles Holloway (Jason Robards), who is filled with regrets; his son, Will (Vidal Peterson); and Will’s blood brother/BFF Jim Nightshade (Shawn Carson). On the cusp of puberty (“a rare time for boys”), the two twelve year-olds ache and strain to grow up in a world they can barely comprehend much less control.

SOMETHING WICKED THIS WAY COMES, Vidal Peterson, Jason Robards Jr., Shawn Carson, 1983, (c)Buena Vista Pictures

The film opens to the strains of  a freshly minted James Horner score heralding the arrival of a spooky train, and as the music wails like a vengeful banshee, the title, SOMETHING WICKED THIS WAY COMES, is scrawled. It seems to burning though the screen, tapping the inner fears lurking within the hearts and minds of viewers.

The opening and closing narration of the film, recited by actor Arthur Hill, bookends a seeming nostalgic reminiscence (by an older Will Holloway) of the year Halloween came far too early to Green Town – the night the Autumn People arrived. The opening narration serves as a hook into the warming nostalgia of Bradbury’s 1930s Illinois boyhood – the summery dew of dandelion wine now chilled by a brisk October eve.

HOLLOWAY & NIGHTSHADE Hiding in library

A lighting rod salesman, Tom Fury (Royal Dano), heralds the arrival of a great storm, one that is long overdue. Hocking his wares, he gives a scarab-topped rod to young Nightshade. Later, as Charles Holloway leaves for home in the blue haze of twilight, he sees a strange, tall, dark man in clothes befitting of an even earlier era, solitarily throwing leaflets to the wind – seemingly without care, in a haphazard manner as they are caught by the gusts. Curious, Holloway picks up one. The herald announces the arrival of a most curious carnival – Dark’s Pandemonium Sideshow.  As the pamphlet burns in the Holloways’ homey hearth, its reflection poetically gleams in the younger Holloway’s glasses – a chilling portent of things to come.

In the stillness of a stygian night, the October carnival arrives and mysteriously pitches tents. The next day, lured by the festive calliope music, the boys, Jim and Will, seek its forbidden allure – peep show dancing girls and a weird, eerie carousel.

Mr. Dark greets them, proffering his card. Transfixed by Mr. Dark’s tattoos (which come alive before his very eyes), Jim is beguiled by the mellifluous pitchman’s seductive charm.

Witnessing the transformation of Mr. Dark’s partner, Cooger, into a blank, soulless child (on a carousel running backwards), they try to warn their aged teacher, Miss Foley, that her newly arrived “nephew” is something else entirely – the embodiment of pure evil! But the classroom “whisperers” are too late.

Entering the dazzling brilliance of the Mirror Maze, Miss Foley becomes the beautiful young woman she was in her youth. She promptly goes blind.  The one-time football hero, now a paraplegic barkeep, becomes fully-limbed, but reduced in size to that of a child. The lustful barber, Crosetti, becomes the obscure object of his own desires – an exotic bearded lady. The avaricious shopkeeper, Tetley, becomes a cigar store Indian – all under the thrall of Mr. Dark.

As the boys now know the truth, Mr. Dark orders their capture – but not before they are plagued by the attack of the tarantulas! And for you arachnophobes out there, you might want just to shut your eyes as hundreds of real eight-legged terrors attack the lads. But it’s all a dream – isn’t it?!

Under the guise of a parade replete with “kid-sized coffins”, Mr. Dark searches for the boys who now know the truth about his soul-stealing endeavors. Hiding below a sidewalk grate, the terror-stricken boys evade the sideshow search, but Dark confronts Mr. Holloway. He shows Holloway the visages of the two boys burned into the palms of his hands and inquires menacingly if he knows them – “One fair – one dark.”  Holloway lies, ditches Dark and arranges to secretly meet the boys later at the library.

In the cast iron confines of the library, surrounded by dusty tomes, Holloway uncovers the truth about the October People. At the sudden arrival of Dark and his minion, the Dust Witch (Pam Grier), the boys scamper to hide among shelved volumes.

“I know who you are,” Holloway challenges. “You are the Autumn People. Where do you come from? The dust. Where do you go? The grave.”

“Yes, we are the Hungry Ones,” Dark concurs. “Your torment calls us like dogs in the night. And we do feed and feed well.”

In the most chilling scene in SWTWC, Darks rips the pages of life from Holloway’s very being – “groaning with midnight despairs”. Each torn page illuminated with a sudden flash before dying out to a soft ember glow, lost to the ashes of time.

As Mr. Dark offers Holloway a “small taste of death” – bones erupting through fleshy hand – the boys are handily yanked from their bookish sanctuary to face the final act alone. Holloway is down, but he’s not out yet! He overcomes his own regrets in the Mirror Maze to defeat Mr. Dark, sending him careening on the caterwauling carousel to a dusty demise as the storm finally erupts from the Heavens, sucking up the dark carnival and all its denizens in an apocalyptic maelstrom.

Laughing, scampering and singing a happy tune, Holloway and his two charges celebrate victory over darkness. With a reassuring touch on the still swirling barber pole, all is well in Green Town – except for those transfigured lost souls who disappeared into the abyss.

Much like Holloway overcame his own primordial fears, Disney had to deal with an overwhelming negative reaction when they first tested the film. The mystified preview crowds didn’t get the subtle mix of melancholy and autumnal menace that Clayton and Bradbury had envisioned. Disney pulled the film from the release schedule, spent additional millions to recut, reshoot and refine key sequences. The original melancholic score by composer Georges Delerue was scrapped and replaced with James Horner’s evocative ripostes.


The much publicized all-CGI opening transformation of the carnival creation sequence was cut and hundreds of optical effects were added in post-production – many done the old fashioned way by hand via rotoscoping frame by frame. The tarantula onslaught replaced a failed attack by the Dust Witch’s giant mechanical hand which failed to deliver the proper chills. Makeup wizard Stan Winston was enlisted to embellish Mr. Dark’s wild carousel ride to oblivion. A 2nd unit camera crew was dispatched to capture the autumnal beauty of Vermont for the wraparound.

SWTWC opened to mostly favorable reviews with Roger Ebert writing, “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.”

While SOMETHING WICKED THIS WAY COMES underperformed at the box office, it is now considered a masterpiece – one that grows in stature each year with new legions of fans discovering the joy of Ray Bradbury’s elegiac tone poem of horror.



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