Young kids Will (Vidal Peterson) and Jim (Shawn Carson) are always looking for an adventure. They get more than they bargained for when an evil circus rolls into town. As they do. Proprietor Mr. Dark (Jonathan Pryce) grants wishes, but in a monkey’s paw-type way, for example giving an elderly school teacher the chance to be young again, and then making her blind. The boys are singled out after learning the carnival’s awful secret, and are subsequently hunted by Dark and his minions.

Made by Walt Disney Productions, it’s meant to be a kid’s movie—it’s rated PG. But naturally for Disney, which operates on the blood of fictional dead parents and antagonists falling to their doom, there are un-kid-appropriate segments. For example a wannabe lady’s man cavorting shirtless with a troupe of belly dancers, and a villain getting stabbed in the gut with a lightning rod. There’s also a rather creepy scene when Will dreams his room is full of tarantulas.

However, it’s also meant to be thought-provoking. There’s the dichotomy of good and evil, embodied by Will and Jim, and the massive amounts of character development rather than action. The film can be a bit slow (but not boring) and is very dialogue-driven. The children’s lines in particular can sound a bit unnatural, for example Will’s exclamation of “Why, that’s tomorrow!” It was made in 1983, but the book it’s based on was published twenty years earlier. So there’s an overwhelmingly golly-gee feel to it at times, with sap like, “Even now, on those special autumn days, when the air smells like smoke and the twilights are orange and ash gray, my mind goes back to Green Town, the place where I grew up.”

Overall, it’s schmaltzy but scary. That’s just a darn good premise, I’m always down for movies about wishes that backfire in horrible and ironic ways. Give it a look if you’re in the mood for crisp autumn mornings and the promise of adventure just around the corner and the smell of…I dunno, pie? Just kidding, give it a look if you’re in the mood for nostalgia and pervy circus dudes.