There was a time where Disney did not care at all whether or not they gave nightmares to kids. Or so it seemed. They were concentrating on films with more mature themes in an attempt to break free from their stereotype as an animation and family film studio.

Yet when this film was being made, it was really two movies. On one hand were writer Ray Bradbury and director Jack Clayton, who were trying to stay faithful to the novel. And on the other was Disney, who wanted a more accessible and family-friendly film.

Bradbury wrote the screenplay in 1958 as a directorial vehicle for Gene Kelly before rewriting it as a novel. In 1977, he and Clayton produced a completed script before the project went into six years of stops and starts.

That’s why it’s so sad that Bradbury and Clayton lost their friendship after Bradbury discovered that Clayton had hired writer John Mortimer to do an uncredited rewrite at the studio’s urging. And after disastrous test screenings, Disney fired Clayton and the film’s editor before throwing out the original score. They spent $5 million and even more time basically remaking the film.

Disney added a new director, Leo Dyer, and a new spoken beginning that was narrated by Arthur Hill. There was also a long CGI sequence — one of the first-ever filmed — of Mr. Dark’s circus train pulling in to Green Town. The sequence was incredibly complex —  the smoke from the locomotive would form ropes and tents, tree limbs would make a Ferris wheel and a spider web would become a wheel of fortune. There was also a scene where Mr. Dark would send a hand into the house to attack the two main characters, but this scene was seen as fake by Disney execs who replaced it with a scene that had hundreds of real tarantulas.

Everything that was right about the project pretty much went away, from the original themes of Bradbury’s novel to the darkness of the original cut and the very human relationships that director Clayton loved. In its place was that new narration and a new ending.

What remains is still stranger and better than nearly any kids movie — and hey, let’s throw in just about any movie — that you will see this year.

So what’s it all about? Well, it’s about autumn. It’s about a small town called Green Town. And it’s about two kids, Will Halloway and Jim Nightshade, who find themselves at odds with Mr. Dark’s Pandemonium Carnival.

Mr. Dark’s (Jonathan Pryce) goal is to give the people of the town exactly what they’ve always wanted and take their souls in the process. The scene where he takes years off of the life of Will’s father (Jason Robards, great as always) has more resonance every year that I watch this movie.

Plus, you get great acting from Diane Lane and Royal Dano, and an appearance from noted little person actor Angelo Rossitto, who has been in more movies that I’ve watched than nearly any other actor.

They’re planning on remaking this movie, but you know how that goes. Luckily, you have this dark reminder of what could have been, way back when Disney was trying to be something more than a kid-friendly movie house.