Jonathan Pryce (from 007's "Tomorrow Never Dies" & DeNiro's "Ronin" is the demonic proprietor of Dark's Pandemonium Carnival, preys upon the vanities, the delusions, and the regrets of the townspeople by granting their wishes at the expense of their souls. Jason Robards, as the meek librarian Charles Halloway, becomes his unlikely nemesis when his son Will, with his best friend Jim Nightshade (a deliciously dark name in its own right), discovers the secret of Dark's nightmarish carnival.
When they become hunted by Dark's minions (including Pam Grier [from "Foxy Brown" & who played Philip Michael Thomas' old flame/girlfriend on Miami Vice]) as the beautiful and mysterious Dust Witch), Halloway must confront his own fears and regrets to save the boys. Clayton captures the idyll of childhood in the fall with rich autumnal colors, his camera gliding along with the energetic boys as they tear through field and forests. The climax, however, gets lost in a cacophony of competing special effects, imaginatively visualized but never very terrifying, as if producer Disney resisted the uneasy undercurrent of the story. It's more dark fantasy than horror, a nightmarish adventure filtered through the memory of a man remembering his childhood in mythic terms.
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