I’m fascinated by scary kid’s movies, because they were everywhere when I was a kid and are nowhere now. I’m not talking about movies about scary kids; I mean movies made for kids that are often downright terrifying. The ’80s were packed to the gills with these films, some of them legitimate nightmare fuel, and as I’ve gotten older, I’ve lamented the current lack of movies designed to make kids stay up for weeks at a time. (I’m not a parent, as if you needed that bit of info.) For this Halloween season, I’ve decided to check out some of the movies I missed when I was a kid but appear frequently on lists of movies that probably should not have been for kids.

To start with, I’ve turned my eye toward a movie with an ominous title and some creepy poster art that used to intrigue me, and that I remember being on The Disney Channel a lot (back when the Disney Channel used to be a premium cable channel). It’s 1983’s Something Wicked This Way Comes, an adaptation of Ray Bradbury’s novel of the same name.

It definitely looks unsettling, and has some impressive horror weight behind it. Bradbury adapted his own novel, which he’d been working to bring to the screen for several years. The film was directed by Jack Clayton, a British filmmaker who’d directed one of the greatest ghost movies ever: 1961’s The Innocents. He hadn’t directed a movie since 1974’s The Great Gatsby (yes, the Robert Redford one) when he was hired by Buena Vista (the not-kids arm of Disney at the time) to direct Something Wicked.

Going in to the movie, I was pretty jazzed; the pedigree was quite high, and the tone seemed right on the money between genuinely spooky and welcoming enough for kids. However, after watching the movie, I realized it simultaneously never got scary enough for my grown-up liking, but had moments that absolutely should not have been in a kid’s movie. A lot of this, I found out, had to do with Disney not being happy with Clayton’s original cut, which was evidently much scarier, in keeping with Bradbury’s script. In fact, several scenes were added almost a year after the initial round of shooting, which is immediately apparent because the child leads are noticeably taller and older looking.

But let’s talk first about the story, for that’s where this movie shines: it concerns a small town in Illinois in the early twentieth century on the eve of an unexpected carnival’s arrival. The town seems to be full of older people who’ve passed their prime or have been in some way unlucky in their lives. They live in constant nostalgic melancholy over the way the used to be—the spinster schoolmarm who was once the town’s prettiest girl; the bar owner who lost his arm and leg in the war; the shopkeep who loves women but who has never been loved by a woman. It’s sad. At the center of this are two young boys, Jim Nightshade and Will Halloway, both dealing with different downfalls of their respective fathers. Jim’s dad is absentee, off evidently adventuring in Africa, while Will’s dad Charles (Jason Robards), is old enough to be the boy’s grandfather, and can’t do things a boy’s father ought to do.

Naturally, a town so riddled with insecurities and wistfulness is prime for and evil carnival, right? Into town comes Mr. Dark’s Pandemonium, a freaky fair full of rides and games. Its main features are a house of mirrors that shows people what they want to see, and a carousel that’s closed to the public. The boys sneak into the carnival at night and find Mr. Dark (Jonathan Pryce) and a very large lackey by the carousel. Dark scares them off, but they later return, and find Dark running the carousel in reverse, turning that large man into a child. Obviously, some weird stuff is going on.

Dark knows the boys have seen too much, and Will’s father knows something’s up. People in town begin to see their wildest dreams come true… but of course, with a price. The schoolmarm becomes young and beautiful again, but goes blind and can’t see herself. The would-be ladies man falls prey to Dark’s “fortune teller,” the Dust Witch (Pam Grier). And Dark himself, whose tattoos on his palms tell the future, wants to find the boys to steal their souls in a similar fashion. Will’s father, the town’s librarian, attempts to find the truth behind Dark’s Pandemonium, and it’s just as wicked as you’d expect.

This is a pretty darn effective dark fairy tale, but not for lack of Disney tinkering. After director Clayton turned in his director’s cut, which Bradbury himself was happy with, Disney found test audiences thought it was too grim and not exciting enough. So Disney spent something in the neighborhood of $5 million to reshoot various scenes, hiring a second director for an action sequence where tarantulas attack the boys in their rooms, and a final showdown in the mirror maze. On top of these changes, narration was added to explain the story somewhat. Plus, Georges Delerue’s score was considered too scary and was replaced last minute by a new score by James Horner.

So all of this, you’d think, would mean there’s nothing scary remaining in the movie. Oh dear heavens, no. There are still some downright terrifying images, stuff that frankly I’m surprised Disney kept in. For starters, that tarantula sequence they added goes on for roughly 72 hours (it might still be going on) and is actually pretty harrowing. Spiders attacking children is not what I would consider wholesome Disney entertainment.

Another bit of nightmare fuel comes at the end when Mr. Dark is defeated on and by his own carousel, causing him to age rapidly, his magic leeching away all the time. This is even more drawn-out and grotesque than the guy’s face melting in Raiders of the Lost Ark. That’s only about three seconds long; Dark’s death scene goes on for full minutes, intercut with the rest of the action all the time.

But the real kicker—a moment that I’m truly shocked Disney actually left in the movie—is when Will sees a vision of himself getting beheaded. In a guillotine. Will sees his own head chopped off an roll into a basket. They cut to his head in the basket; the dummy head looks incredibly like the little boy actor (Vidal Peterson) and there’s blood and viscera around the neck. This is in a movie for kids. Sure, it’s just a vision and Will doesn’t actually die, but it doesn’t stop it from being incredibly upsetting, even to me, and I’m a thousand years old.

So, Something Wicked This Way Comes ends up being about a 60% success; it’s a little too safe most of the time for me to think it works as a proper spook story, but is way too graphic to show little kids nowadays. Maybe 11 and older, depending on what you’ve shown them in the past. I do wish we got to see Clayton’s original cut of the film, because a) it’d probably be better, and 2) it would do justice to Jason Robards’ and Jonathan Pryce’s performances, both of which are scarily good.

Images: Buena Vista

Kyle Anderson is the Associate Editor for Nerdist. You can find his film and TV reviews here. Follow him on Twitter!