Something Wicked This Way Comes is a 1983 American dark fantasy film directed by Jack Clayton and produced by Walt Disney Productions, from a screenplay written by Ray Bradbury, based on his 1962 novel of the same name. The title was taken from a line in Act IV of William Shakespeare's Macbeth: "By the pricking of my thumbs / Something wicked this way comes." It stars Jason Robards, Jonathan Pryce, Diane Ladd, and Pam Grier.
The film was shot in Vermont and at the Walt Disney Studios in Burbank, California. It had a troubled production – Clayton fell out with Bradbury over an uncredited script rewrite, and after test screenings of the director's cut failed to meet the studio's expectations, Disney sidelined Clayton, fired the original editor, and scrapped the original score, spending some $5 million and many months re-shooting, re-editing and re-scoring the film before its eventual release.
Plot[]
In Green Town, Illinois, two young boys, a reserved Will Halloway, and somewhat rebellious Jim Nightshade, leave from an after-school detention for "whispering in class" and hurry off for home. The boys live next door to each other and were born a minute apart on Halloween. Will lives with his grey-haired father Charles and mother while Jim lives with his single mother; it is heavily implied that his father walked out on them. A lightning rod salesman named Tom Fury arrives and sells one to Jim, claiming that it will protect him from an upcoming storm. The boys soon hear of a carnival coming to town led by the ominous Mr. Dark.
The carnival arrives and is set up overnight. Will and Jim notice that many of the residents seem oddly entranced by some of the attractions such as the amputee bartender Ed who sees his missing arm and leg return in a mirror and the boys' teacher Miss Foley who wishes to regain her youth. Will and Jim see a carousel that is closed off and are confronted by Mr. Dark who quickly becomes suspicious of them. Later, they witness Mr. Dark using the carousel on his assistant Mr. Cooger who reverts to a little boy. Will and Jim head off to see Foley, but she is with her "nephew" who is actually Cooger and are forced to leave.
Foley suddenly becomes younger, but loses her vision and is taken by Cooger to Dark. Will gets into an argument with Jim when the latter reveals that he has always been envious of the former being older and wants to use the carousel. However, they witness Fury being tortured by Mr. Dark who wants the secret of the upcoming storm and uses his other assistant the Dust Witch to seduce him, but to no avail. The boys run when they are found out and try to go to bed. In the middle of the night, the two are attacked by spiders, but the lightning rod that Fury gave Jim earlier saves them.
In the morning, Mr. Dark leads his carnival, now consisting of some of the townspeople, in a parade though Will and Jim deduce that it is a search party for them. Charles eventually figures out that the boys are in trouble and when confronted by Mr. Dark manages to deter him. Charles, Will and Jim head to the library where the former reveals that the carnival had come to town before and that his own father had fought them. Mr. Dark arrives searching for Will and Jim and offers Charles his youth back, but he resists. He knocks out Charles and makes off with the boys back to the carnival. Charles regains himself and heads to the carnival just as the storm arrives. He runs into Jim's mother and deters her before she too succumbs to Mr. Dark's powers.
Charles heads into the hall of mirrors where Mr. Dark continues to taunt him about his age. However, Will declares his love for his father and repels the Dust Witch, allowing Fury to escape his imprisonment and impale her with a lightning rod. Will and Charles find Mr. Dark attempting to use the carousel with Jim in tow, but they rescue him just as lightning strikes the ride. As Mr. Dark begins to age and decay, Will and Charles express happiness to awaken Jim and the three flee just as the carnival begins to get sucked away into a giant twister. Will, Jim and Charles head back into town and begin to happily dance back home, with the danger now over.