When setting out on this journey to watch and review various kids movies from a bygone age that were considered too scary for kids, one title was at the top of my list of anticipation. It was a movie I never even heard of until a few years ago. The Watcher in the Woods, a movie that seems to be surrounded by controversy, certainly wasn’t in my rotation when I was a little kid. It’s a legitimately creepy, at times terrifying movie with some real horror clout behind and in front of the camera. Perhaps most intriguing of all, Disney told little kids not to go see it.

In the late ’70s and early ’80s, Walt Disney Productions was actively courting an older audience, since its films aimed at little kids weren’t doing so hot. They put money into movies like Escape to Witch Mountain, which had some scary elements, and The Black Hole, one of the darkest space movies of the era, which was somehow Disney’s answer to Star Wars. But with 1980’s The Watcher in the Woods, Disney actually ventured into legitimate horror territory, with ghostly apparitions and otherworldly beings. Scary stuff. It was based on Florence Engel Randall’s 1976 young adult Gothic sci-fi novel A Watcher in the Woods, and it too is desperately weird.

The movie’s plot follows the Curtis clan, an American family that moves to England and finds a beautiful old house for sale, with a shockingly low asking price. It turns out the home belongs to Mrs. Aylwood (Bette Davis), who is selling the house–mostly because of the bad memories–and has moved herself to the guest house. Her daughter Karen disappeared suddenly 30 years ago and there’s been a strange presence in the woods ever since. The Curtis’ older daughter Jan begins to feel this strange presence and soon begins seeing images of a young blonde girl with a blindfold. Slowly, Jan begins piecing together the events surrounding Karen’s disappearance. She learns some locals know more than they care to admit and were messing with some dark powers during a solar eclipse.

For the film, Disney assembled a great group of horror-familiar personnel. John Hough was chosen to direct, having helmed both Escape to Witch Mountain and Return from Witch Mountain for the studio, but horror fans might know him for directing 1971’s Twins of Evil for Hammer Films and one of the best haunted house movies ever made,1973’s The Legend of Hell House. One of the film’s screenwriters was Brian Clemens, the creator of British spy series The Avengers and a veteran of Hammer Films.

It starred screen legend Bette Davis during her latter years when she became a horror icon for films like The Nanny and Whatever Happened to Baby Jane. Other cast members included Hollywood starlet turned early giallo queen Carroll Baker, Sapphire & Steel star and frequent The Outer Limits actor David McCallum, and Kyle Richards, now a Real Housewife but then one of the child actors in John Carpenter’s Halloween.

There is a lot of excellent in this movie. Hough shot the film at the same house used by Robert Wise for the greatest haunted house movie ever made, 1963’s The Haunting, just to give it that extra oomph in the cred department. And while some of the optical effects look very dated (it was 1980 after all), the atmosphere and mood work incredibly well; it’s even more effective thanks to the score by cult horror film composer Stanley Myers. One of the most terrifying moments in the movie comes fairly early when Jan falls into a pond and gets stuck and Mrs. Aylwood begins shoving her with a giant branch. It looks for all the world that Mrs. Aylwood is trying to ensure Jan drown, but we find out she’s trying to pry Jan loose and save her. Still, the visual of seeing the young, wide-eyed heroine underwater, struggling to live, scared out of her mind, while a haggard old woman stands over her is a lot for young viewers to take.

For most of The Watcher in the Woods, I was enjoying it so much more than I expected. It’s moody and creepy and even though the tone aims to scare young adults rather than I, a large bearded adult, its myriad spooky thrills are generally very well done. But it’s not perfect by any means for two big reasons. The first of these is the acting by Lynn-Holly Johnson, who plays Jan. Johnson was a professional figure skater who got a Golden Globe nomination for the 1978 movie Ice Castles–about figure skating. She’s, let’s say, maybe not suited to acting afraid. She has a very thick Chicago accent, which compounds the acting afraid she’s meant to do.

But her acting didn’t cause Disney to have to spend $1 million to fix the movie after it had already been released. No, the main problem was its ending. The novel made it fairly clear the titular Watcher was an entity from beyond space and time, an alien being trapped on Earth. The movie does not make that clear, nor that the eclipse transferred the Watcher to Earth while young Karen became stuck in its dimension. So when the Watcher suddenly appeared at the end of the movie looking like a winged puppet from a haunted hayride, people were not ready for it. The movie is all Gothic and ghostly for 80 minutes and then it has a sudden trip to another, very sci-fi-looking plane of existence, betraying the mood of the whole thing. Critics were harsh and the movie was pulled from theaters.

When the ending was re-shot with a different director, they decided to make the Watcher an energy speaking through Jan’s younger sister, which is actually much more in keeping with the novel’s version of the little-girl-looking creature. This ending was deemed much more palatable to viewers with the bonus of having a clearer explanation of what’s going on.

Part of me will always wish Disney had kept the crazy-ass alien ending, but I applaud them for doing it at all. Even with a lackluster ending, The Watcher in the Woods is one of the more effective young adult horror pictures, and now that I’ve seen it, I’ll probably add it to my yearly Halloween watch.

Images: Buena Vista

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