SPOILER ALERT!

SOMETHING WICKED THIS WAY COMES 1983

Whispers and Wonders at the Carnival’s Edge: A Dark Lullaby of Innocence, Temptation, and Shadows in Bradbury’s Vision:

There are films that flicker dimly in the subconscious, the way half-remembered childhood nightmares do, and then there is the 1983 Disney film Something Wicked This Way Comes —an intoxicating midnight fable that weaves together horror, fantasy, psychological trauma, and melancholy nostalgia until you scarcely know if you’ve woken from the dream. It’s a requiem and a lament, phantasmal and philosophically meditative, based on the novel by Ray Bradbury, one of America’s sorcerers of story. The film is itself a lush, haunted bedtime tale, spun from the fibers of longing, fear, and the secret wish for second chances.

Disney’s move toward darker films began in 1980 with The Watcher in the Woods starring Bette Davis, which opened the door to a new era of supernatural and suspenseful stories aimed at more mature audiences. This shift toward darker themes started under studio head Ron Miller, who wanted to attract older audiences and experiment with more adult-oriented stories. The launch of The Watcher in the Woods symbolized this new direction by blending eerie suspense with supernatural horror, setting the stage for other “dark” Disney films of the 1980s, like Something Wicked This Way Comes and The Black Cauldron.

Bradbury’s original story, part autumn elegy, part meditation on innocence and regret, infuses everything here, from the elfin danger of the wind to the ripe terror of the carousel’s spin. Directed by Jack Clayton, a magician behind the camera with a touch for both the visceral and the spectral (his masterwork The Innocents lingers in every shadow), the film conjures the small town of Green Town, Illinois, just as fall pools in its corners. Leaves shiver in the October air, and something, a circus, a storm, a black-draped promise, arrives on the midnight train bringing with it a liminal foreboding of dark wraiths, midnight lingerers, unique folk, and enchantresses.

Jack Clayton has long been a favorite director of mine for his meticulous, psychologically rich storytelling and his signature blend of haunting atmosphere, literary depth, and that unique, quietly intense exploration of repression, loneliness, and the shadows lurking beneath everyday life. After all, he directed films like Room at the Top (1959), starring Simone Signoret. it was his critically acclaimed feature debut, a social drama based on John Braine’s novel, which gained several Oscar nominations, including Best Director for Clayton. of course there’s, The Innocents (1961): A classic, highly praised horror film adapted from Henry James’s The Turn of the Screw, noted for its eerie atmosphere and strong performances. The Pumpkin Eater (1964): starring Ann Bancroft, giving a stellar performance in his psycho-sexual drama featuring a screenplay by Harold Pinter, exploring a troubled marriage.Our Mother’s House (1967): starring Pamela Franklin, A psychological drama about children hiding their mother’s death, and The Great Gatsby (1974): A lavish adaptation of F. Scott Fitzgerald’s novel starring Robert Redford and Mia Farrow. Included in the impressive list is The Lonely Passion of Judith Hearne (1987): A drama starring the great and recently departed Maggie Smith, exploring themes of loneliness and regret.

Cinematographer Stephen H. Burum bathes the world in golden gloom and chilly blue, letting the town’s empty streets and rain-glossed windows sigh with the possibility of both evil and wonder. There’s a fairy-tale tinge to every frame: candy-apple reds, the warm brown of cigar boxes and library shelves, the unreal black of night deeper than pitch. Michael Praetorius’s score, commanded to spectral new heights by iconic composer James Horner, lulls and jangles, equal parts lullaby and funeral dirge, rippling with glockenspiel and ominous brass, a nocturne for lost souls.

But it’s the cast who give the film its beating heart. Jason Robards, with his timeworn face and steadfast sadness, is Charles Halloway, the town librarian whose regrets are as thick as the dust between his book spines. Jonathan Pryce (the acclaimed English actor, most celebrated for his mesmerizing turn as the dream-haunted bureaucrat in Terry Gilliam’s Brazil), with eyes like bottomless wells, arrives as Mr. Dark, ringmaster of the Pandemonium Carnival—a devil in a stovepipe hat, soft-spoken and lethal, offering to trade your soul for your unspoken desires. The boys, Will Halloway (Vidal Peterson) and Jim Nightshade (Shawn Carson), are the film’s shivering compass, teetering on the cusp of adolescence, wild with curiosity and dread. Pam Grier glows with deadly mystique as the Dust Witch, her every move casting invisible nets. Her presence at death’s threshold is pure, mesmerizing stillness as she stands with the grace of a midnight apparition, a dark romantic terror, her voice barely a whisper, but her aura as commanding as a velvet shroud, chilling and enchanting all who dare to meet her gaze. She drifts through the shadows like a silent oracle, each gesture commanding fate and fear, her eyes promising both doom and deliverance in a single, spectral glance.

The Dust Witch, with her psychic attacks, brings a kind of eerie, supernatural dread. While Bradbury’s novel portrays the Dust Witch as a blind soothsayer who uses a hot air balloon to mark houses, the film adaptation takes liberties with this detail. The movie restores her sight and amplifies her alluring presence, making her charm a form of magic in itself, eliminating the need to hover over the town in an ominous balloon.

The story unfolds in a swirl of magic and menace: Will and Jim, best friends, sense the town’s ordinary rhythms drum off-beat as lightning splits the sky and a carnival of impossible wonders glides into town.

The Pandemonium Carnival sets up its tents overnight, all green smoke and fever-dream colors. The boys sneak into the shadows, spying on freakish attractions and Mr. Dark’s hands, each branded with moving tattoos of the name of a soul he’s claimed. Soon, the townsfolk are lured by promises: the teacher yearns to relive youth, the barber aches to see exotic places. The carnival offers these gifts with its haunted mirror maze and enchanted carousel, but each comes with a terrifying price.

The carousel’s secret is the most poisonous: it can spin you forwards or backwards through time, remaking you a child or an ancient in a single, shrieking revolution. Jim Nightshade, drawn by heartbreak and the promise of escape from grief, yearns to ride and reunite with his vanished father. Will, by contrast, tries desperately to save his friend Jim, even as the town’s grown-ups fall, one by one, under the spell of Mr. Dark.

The lightning rods in Something Wicked This Way Comes symbolize both a literal and a metaphorical attempt to ward off danger. On the surface, they are meant to protect against the natural threat of storms and lightning, but in the story, they also come to represent humanity’s vain hope of protecting itself from supernatural evil forces that cannot be kept at bay by metal or science alone. They act as a modern-day talisman, highlighting the limits of human understanding and the divide between natural and otherworldly threats.

The boys, Will Halloway and Jim Nightshade, receive a lightning rod early in the story from Tom Fury, a mysterious traveling lightning-rod salesman. Tom Fury (Royal Dano), who just appears, approaches the boys, predicts that a storm is coming, and warns them that one of their houses is in particular danger. The rods, which are physical objects meant to keep storms at bay, are almost like symbols or lucky charms against all the weirdness and danger that rolls into town. Upon discovering the boys have no money, he gives Jim a lightning rod free of charge, instructing him to install it on his roof immediately or risk death by lightning.

Initially, Jim is fascinated by the danger and uninterested in actually using the rod, seemingly enticed by the thrill of tempting fate, but Will, more cautious and thoughtful, convinces him to put it up, even bringing a ladder and focusing Jim on the need to protect his mother. It’s imperative that Jim keep his mom safe because he is growing up in a single-parent household, and his mother is his only family; she represents his connection to home, comfort, and the security he so deeply fears losing. The story highlights Jim’s vulnerability and the depth of his bond with his mother (Diane Ladd), especially since he longs for his absent father. Protecting her means preserving the one source of stability and love in his life. Diane Ladd brings warmth and quiet strength to Mrs. Nightshade’s character, underscoring why she is vital to Jim and why her safety is so emotionally significant in the story.

Early in the narrative, when the mysterious Tom Fury warns of a coming storm, there’s a real sense of urgency for Jim and Will to install the lightning rod. Together, the boys climb onto the roof of Jim’s house and install this conventional-looking talisman, which is etched with mysterious symbols. It is said to ward off any storm, regardless of its origin. We end up climbing onto the roof together, hammering it in, reading those strange symbols, almost like we’re performing a ritual to keep the darkness out.

Looking back, it’s clear to me that the lightning rod is more than just a tool; it’s our small, naïve way of trying to stand up to forces way bigger and stranger than a simple thunderstorm. It sets the whole story in motion and says a lot about the kind of bravery, and maybe a little fear, that lives in all of us when the unknown comes knocking. That is at the core of Something Wicked This Way Comes: that something dark has come knocking.

Will’s father, Charles Halloway, is deeply haunted by his own age, regrets, and sense of inadequacy as a parent. Standing in the shadow of lost youth and fearing that he’s too old, weak, or cowardly to protect or relate to his son, Charles is tempted by Mr. Dark’s carnival promise: the carousel’s magic can make him young again. Charles Halloway, racked by age and regrets, is tempted by the hope of a second chance to be young, to be the braver father he never was.

Ed, the bartender, played by James Stacy in Something Wicked This Way Comes, is a former local football hero who lost both his arm and leg (in real life, the actor became a double amputee after a motorcycle accident), and he works as the bartender at the corner saloon. Ed deeply longs to relive his glory days as a football star and to have his lost limbs restored—essentially, he wishes for his physical wholeness and youthful strength, and a return to his status as a local hero. The barber’s (Richard Davalos) wish is to escape his mundane life and perhaps experience adventure or exotic places, reflecting a longing for excitement beyond his routine existence. He is ultimately consumed by the carnival and disappears mysteriously, vanishing without a trace from the normal world. He is taken into the carnival’s supernatural realm or transformed into something otherworldly, losing his human identity and existence.

Miss Foley (Mary Grace Canfield), the wistful teacher, weeps as she’s transformed into a terrified child; Miss Foley’s transformation into a terrified child is both literal and symbolic. She longs, like many characters, for youth or a return to a simpler time, but when the carnival’s dark magic takes hold, this wish is twisted. Instead of happily regaining her youth, she is forcibly regressed, turned back into a child, but trapped in fear and vulnerability. This strips her of agency and the dignity of adulthood, leaving her terrified and helpless.

Throughout this fevered progression, carnival parades, dust-shrouded mazes, and surreal confrontations, the film tightens its grip, escalating from eerie spectacle to stark confrontations between hope and despair. Mr. Dark, sensing the boys’ resistance, unleashes Pam Grier’s Dust Witch to hunt them, and there’s a stunning sequence as the boys hide in Charles’s library, hunted by malevolent wind and smoke. Mr. Dark, ever the charming devil, tempts Charles with the youth he so longed for, carving detailed pain on his hand and threatening the boys before vanishing.

Something Wicked This Way Comes is full of unsettling, nightmarish scenes that tap into primal childhood fears, not just the creeping darkness, the sinister carnival, and the uncanny power of temptation. Among the scariest moments is the infamous spider attack scene, which is often cited as one of the film’s most harrowing sequences. In this scene, Jim Nightshade is alone in his bedroom when monstrous spiders overtake him. The sequence unfolds in the dead of night: hundreds of real tarantulas suddenly swarm Jim’s room, pouring down from walls, the ceiling, and even his bed, covering him as he sleeps. Jim awakens to this living nightmare, covered in spiders, clinging to his body, webbing swathing the room, their movement amplified by close-up shots and moody lighting. The sequence is suffocating, drenched in fear and panic, as Jim struggles to free himself.

The spiders represent not just physical danger, but the psychological grip of the carnival’s evil, sent by the Dust Witch on Mr. Dark’s orders, specifically to torment the boys after they witness too much.

The only thing that saves Jim is the lightning rod he and Will installed earlier, serving as a kind of talisman against supernatural attack. The attack underscores the difference between the boys: Jim, reckless and drawn to darkness, faces the horror alone, while Will, cautious and protective, is usually motivated by concern for others.

Other memorably scary scenes include The Hall of Mirrors, which is a surreal, distorted maze that traps and taunts, showing characters their deepest regrets or desires. Mr. Dark’s Confrontations: Mr. Dark’s chilling parade through town, his menacing encounters with Will’s father, and his magical power to physically mark those he hunts. The Carousel’s Curse: The haunting carousel, which can age or revert people in moments, spinning adults into children or the old into youth, always with an evil price.

The finale evokes Grimm at his darkest: a stricken Charles Halloway confronts his nightmares and, in an act of hard-won courage, defeats the carnival’s evil with a weapon unimagined, laughter, love, and the acceptance of age and imperfection. He turns the carousel’s corrupting magic back on Mr. Dark, breaking the spell and freeing the town. The tents collapse, swept away like leaves, and dawn finally splinters the carnival’s darkness.

In the closing moments, Will and Jim teeter on the fence between boyhood and something older. haunted, wiser, grateful for the sunlight breaking the spell, unsure whether this was a ghostly lesson or a very real midnight adventure. The camera lingers on the fallen leaves, the ordinary world reborn, and the promise that even nightmares can be banished by the simplest magic: hope, love, and the bravery to face the dark together.

Something Wicked This Way Comes is a dark lullaby for adults who remember childhood chills, a storybook warning sung in visual poetry and whispered on the autumn wind—a rare gem spun from Bradbury’s brilliant, bittersweet imagination, where fairytales are frightening, and horror always hides just behind the carnival lights.

Roger Ebert praised Something Wicked This Way Comes for capturing not only the mood and tone of Ray Bradbury’s novel but also its style, writing that “Bradbury’s prose is a strange hybrid of craftsmanship and lyricism,” and called it “a horror movie with elegance” that balances heartfelt conversations and an unabashed romanticism amid its evil carnival.

The New York Times highlighted the film’s transformation from an initially “overworked Norman Rockwell note” into “a lively, entertaining tale combining boyishness and grown-up horror in equal measure,” praising director Jack Clayton for bringing tension that transcends the novel’s prose.

THE HOWLING 1981

Digging into every hairy detail of The Howling at The Last Drive-In would be so much fun. And let’s be honest, the only thing crazier than me not sharpening my claws on a good scratching post, ha! would be trying to tame a werewolf.

There’s something oddly exhilarating about how Joe Dante’s The Howling (1981) slinks through the fog of cinematic memory, at once a savage riff on the legacy of Universal’s monster pantheon and a wry send-up of modern anxieties, all under the thrill of the full moon. Set in a world where werewolves stalk the fringes of society and television screens hum with the static of trauma and violence, the film opens with a neon-lit Los Angeles and Dee Wallace’s brilliantly vulnerable Karen White facing down a serial killer in a sleazy porno booth, the air crackling with dread and the sly promise of the “old horror” about to resurface on modern ground.

Dante, ever the film buff, weaves his reverence for the classics directly into the atmosphere. There’s even a scene of Universal’s The Wolf Man flickering on a TV, a nod that runs deeper than homage. The dialogue dances from wit to grit: when John Carradine, the leathery patriarch of The Colony’s monstrous inhabitants, glowers, his presence is both funny and chilling, perfectly pinning the film’s tone between camp and catastrophic nihilism.

John Carradine practically howls his way into The Howling as Erle Kenton, the Colony’s resident silver-haired curmudgeon and proof that sometimes your creepiest neighbor is exactly as weird as he looks.

Erle C. Kenton is Dante’s cheeky way of giving a nod to the good old days of classic horror, and basically tipping his hat to a horror film heavyweight back in the day. Kenton directed classics like Island of Lost Souls 1932,  The Ghost of Frankenstein 1942, House of Frankenstein 1944 and House of Dracula 1945. Carradine’s grumpy old werewolf character Erle C. Kenton was a delightful way of sneaking a little inside joke for horror buffs who know their monster movie history.

Carradine, gaunt as midnight and with a voice like gravel at the bottom of the world, brings Erle to life as a howling relic of a bygone beastly era—part Gothic grandpa, part werewolf doomsayer, with a showmanship that expertly straddles earnest heartbreak and campy bravado.

In the collection of misfits and outsiders that is the Colony, Carradine’s Erle isn’t just another growling face in the crowd; he’s the bleeding heart of old-school lycanthropy, the wolf who can’t get with the times. When most residents are trying to “channel their energies” and avoid attention, Erle yearns for the carnivorous, predatory glory days. He is deeply frustrated with raising cattle for their feed, I mean, where’s the life in that? He’s tired of the boring domestication of werewolves, and he loudly longs for wilder times.

“The humans are our prey. We should feed on them like we’ve always done. Screw all this ‘channel your energies’ crap.”

Erle’s role is both plot catalyst and spectral warning. He isn’t quietly lurking, he’s prowling the group like a lost prophet, lashing out at the meager comforts of “modern” lycanthropy with a melodramatic gusto. His existential dread is as loud as his voice, whether he’s railing against the taming of wild things or threatening to end it all beneath an indifferent moon.

There’s a certain comic pathos to it, too: the old wolf whose best days are behind him but who refuses to go quietly, and refusing to accept tamed modernity, making every group therapy session crackle with the threat of old teeth. Carradine delivers lines with the relish of a man who’s seen one too many full moons and never quite learned subtlety: “You can’t tame what’s meant to be wild, doc. It just ain’t natural.”

With a single glare, a wild-eyed monologue, or the tragic melodrama of a failed suicide attempt, played with a kind of dramatic, somewhat hammy flair fitting his cantankerous, theatrical persona. He almost throws himself into the fire in a bleak but exaggerated gesture, underscoring his deep despair mixed with a grotesque flair for the dramatic. It’s not a subtle or quiet moment, but it’s Carradine all the way. Carradine cements Erle Kenton as the cranky conscience of the pack, at once pitiful, frightening, and somehow grandly ridiculous. He’s not just a monster; he’s the echo of every monster movie you’ve ever loved, delivered with the gravelly, overripe gravitas only John Carradine could muster. The Howling wouldn’t be the same without him skulking at the edges, baying for a life, and a horror tradition that’s slipping into the shadows.

John Carradine “I am a ham!” Part 2

You’ll also see the likes of Slim Pickens’ grizzled sheriff, and blink-and-you-miss-it cameos from legends like Kevin McCarthy, and Roger Corman veteran, Dick Miller as Bookstore owner Walter Paisley.

Bookstore owner (Walter Paisley): “We get ’em all: sun-worshippers, moon-worshippers, Satanists. The Manson family used to hang around and shoplift. Bunch of deadbeats!”

There’s also the presence of British actor (who immortalized the television series –The Avengers as John Steed), Patrick Macnee, as Dr. George Waggner, who pursues a more civilised way for the beasts to dwell among mortals. Dr. Waggner’s psychology is a wild blend of New Age optimism and lycanthropic denial. Waggner believes you can soothe primal urges and monstrous instincts with a weekend at The Colony, group therapy, and a touch of self-actualization. His mission seems to be proving that even werewolves just need to embrace their feelings, but deep down, you get the sense he’d prescribe a motivational poster that reads: Hang in there…and try not to eat anyone!

Dr. George Waggner: “Repression is the father of neurosis, of self-hatred. Now stress results when we fight against our impulses. We’ve all heard people talk about animal magnetism, the natural man, the noble savage, as if we’d lost something valuable in our long evolution into civilized human beings.”

Marsha Quist: “Shut up, Doc! You wouldn’t listen to me, none of you. ‘We can fit in,’ you said. ‘We can live with them.’ You make me sick.”

Yet, as much as The Howling is a boys’ club of B-movie icons, what’s most delightful to me is that the film is unusually generous to its fierce women. Dee Wallace carves out a heroine who is fraught but never hapless, her breaking voice and wide-eyed clarity grounding the wild supernatural proceedings. And Belinda Balaski’s Terry is the kind of best friend you’d beg the screen to rescue: plucky, resourceful, always one ax-blow ahead of the menace, Nancy Drew with blood under her nails!

Terry goes to The Colony after her own sleuthing leads her there, and she risks everything—ultimately losing her life—while trying to protect Karen and expose the terrifying secret at the Colony’s heart. Her arc is widely seen as both heroic and tragic, and Balaski’s energetic, clever portrayal ensures her kick-ass Terry remains a fan favorite among genre enthusiasts like me.

Dee Wallace and Belinda Balaski are bona fide icons of horror whose careers have won them legions of devoted fans, thanks to their charisma, versatility, and uncanny knack for making even the wildest genre premises feel grounded and unforgettable.

I’ve been taken with Belinda Balaski right from the get-go. As the queen of plucky supporting roles, she has been a regular collaborator with director Joe Dante, showing up memorably in Piranha (1978) and later reuniting with Dante in not just The Howling but Gremlins, Matinee, and Gremlins 2: The New Batch. In Piranha, her bold presence helped anchor Dante’s blend of horror and sly humor, and she’s also lit up the screen in cult favorites like The Food of the Gods, Bobbie Jo and the Outlaw, and Till Death. Till Death 1978 marked the film debut of the ever-bewitching Belaski, who effortlessly steals scenes even swathed in a ghostly white shroud.

The film is a shadowy production, directed by Walter Stocker, better known for his infamy starring in They Saved Hitler’s Brain. The story follows Paul, whose bride Anne (Balaski) dies in a crash, but he reunites with her mysteriously in her crypt, leading to a Gothic, supernatural twist. Despite her captivating presence and a memorable theme song, the low-budget film slipped into obscurity, resurfacing only on Pittsburgh’s Chiller Theater in the early 1980s. It’s no wonder she’s so beloved by fans; the sheer range of her horror filmography is a tribute in itself.

Dee Wallace, meanwhile, has more than earned her status as a “scream queen,” headlining an astonishing number of horror milestones. From her gritty breakthrough in The Hills Have Eyes (1977) to this genre-defining werewolf terror to fighting off rabid dogs in Cujo (1983) and starring in the creature feature Critters (1986), she’s etched her name across the spines of countless VHS tapes and now streams. Wallace continued to thrill audiences with chilling performances in The Frighteners, Rob Zombie’s Halloween (2007), The Lords of Salem (2012), and yes, her memorable appearance in Ti West’s retro shocker House of the Devil (2009). Her staying power and the affection of horror fans come not just from the number of films but from the passion she brings to every role, whether she’s the beleaguered hero or something more sinister. Just to put it plainly: these women aren’t just scream queens, they’re cornerstone talents whose work keeps the midnight movie crowd screaming for more.

Their dynamic, at once intimate and unpretentious, lends an emotional sincerity that allows The Howling’s more outrageous moments to bite deeper—and I do mean bites, rips, and tears.

Behind the camera, prolific writer John Sayles’ script saturates every frame with cheeky genre in-jokes and sly meta-humor, never letting the suspense veer too far from Dante’s signature wink. Seedy LA streets give way to the moonlit forests and sterile cabins of The Colony, all filmed with a strangely inviting disquiet, thanks to John Hora’s restless cinematography.

Hora’s distinctive style shaped several cult and mainstream favorites of the 1980s and 1990s. He was the director of photography for Dante’s Gremlins (1984), Explorers (1985), Gremlins 2: The New Batch (1990), and Matinee (1993). His work also includes Honey, I Blew Up the Kid (1992), the segment “It’s a Good Life” from Twilight Zone: The Movie (1983). Every shadow seems surreal, colorfully cartoon-like yet alive, every branch ready to crack. The color palette shudders between urban neon and rustic, fairy-tale gloom, keeping you as unsettled as Karen herself.

TV news reporter Karen White (Wallace) narrowly escapes a terrifying encounter with a ruthless serial killer in a seedy adult bookstore. During this tense scene, Eddie Quist forces Karen to watch a disturbing film of a woman being assaulted while keeping his face hidden from her.

In the booth’s shadow-drenched haze, neon flickers bleed through smoky blackness, pooling on Karen’s face, a chiaroscuro of fear and revelation, where every glimmer slices the darkness like a secret begging not to be seen, it’s just too horrible to imagine. The light is cold and fractured, painting Karen in silhouette in uneasy pulses while the world beyond that claustrophobic space dissolves into pulsing obscurity, trapping her in a trembling prism of electric midnight. When she finally turns around, she sees Eddie’s horrifying transformation into a werewolf. The police then burst in and shoot Eddie, Karen having helped the police to capture Eddie, who is believed to have been killed during the sting. But Karen is traumatized by the experience and suffers from amnesia afterward.

Shaken and seeking a fresh start, Karen and her husband Bill (Christopher Stone) retreat to a remote mountain retreat called The Colony—a rehabilitation institute for those struggling with psychological issues, run by Dr. George Waggner.

Terry Fisher (Belaski), a reporter and Karen White’s close friend and colleague, works at the same TV station as Karen in Los Angeles, and she teams up with another colleague, Chris Halloran (Dennis Dugan), during the early investigations into the serial killer Eddie Quist.

Terry makes her grander entrance in the film after Karen’s traumatic confrontation with Eddie. While Karen heads to The Colony for recovery, Terry remains behind in LA with Chris. Together, Terry and Chris begin researching Eddie Quist, especially after discovering strange sketches of his and the strange fact that Eddie’s body has mysteriously vanished from the morgue. The tenacious and wisecracking Terry’s investigative instincts and resourcefulness lead her on his trail, determined to get to the bottom of the mystery surrounding Eddie and the strange events threatening Karen.

Her research soon uncovers links between Eddie and The Colony. Realizing Karen is in danger, Terry travels to The Colony herself, arriving before Chris does. Once there, she continues to dig for answers, combing through records and even finding files about Eddie in Doc Waggner’s office.

Terry’s persistence leads her to some of the most suspenseful moments in the film: she survives an attack by a werewolf in a cabin (fighting back with an axe and managing to sever her assailant’s hand), but when she calls Chris with her discoveries, she is ambushed and killed by Eddie, who reveals himself to her in all is transformative glory.

While at The Colony, Karen meets a cast of peculiar patients and staff, including the gravel-voiced, haunting patriarch, played by Carradine. The retreat promises therapy and renewal, but as Karen begins to unravel its mysteries, she grows suspicious of the eerie rituals, arcane warnings, and the unnerving absence of any real cures.

Tensions rise as Karen witnesses unsettling transformations and nightmarish behavior among the residents. The plot thickens as Karen finally uncovers the Colony’s true nature—a haven for lycanthropes. Beneath the placid mountain setting lurks a primal horror, hinted at first by strange howling heard on the wind and the uncanny agility of some patients. Karen’s fear deepens when Eddie Quist reveals his monstrous secret: he is a werewolf, part of a pack that uses the retreat to hide among humans.

Karen discovers Terry’s body and then encounters Eddie in his monstrous werewolf form. During this chilling scene, Eddie’s transformation is shown in detail as Karen watches fearfully. He speaks to her with a calm, confident smile, while he offers to give her ‘a piece of his mind,’ literally. Then Eddie snarls and completes his full transformation into a wolf right in front of her.

Karen proves she’s got guts and not someone who should be underestimated, with her quick instincts, she doesn’t hesitate, acting fast when it counts, lashes out, turning fear into survival, and hurls corrosive acid at him, and manages to flee.

One by one, the pack of werewolves reveals their terrifying forms in gruesome, pioneering transformation scenes designed by Rob Bottin. Karen’s world spins into chaos as the line between friend and foe collapses. Meanwhile, Bill Neill, who had arrived at The Colony alongside his wife, Karen, battles his own inner demons—his skepticism, the strain of his failing marriage, and the emotional toll of confronting the uncanny horrors lurking at the retreat. Bill is drawn into the terrifying world of the werewolf pack not just as Karen’s husband but as someone who becomes personally entangled in the supernatural menace. He becomes romantically involved with Marsha Quist, one of the more sensual wolf femme-fatales who happens to be Eddie Quist’s sister. Marsha, portrayed by Elisabeth Brooks, is a complex character who embodies a smoldering menace.

Bill is more of a reluctant participant than an action hero like Karen or Terry, plagued by skepticism and personal doubts. He’s caught between loyalty and survival as the nightmare around him unfolds. By the end of The Howling, Bill’s fate is somber yet nuanced. Unlike Karen’s harrowing frontline confrontation, Bill’s story closes on a quieter, more tragic note. After surviving the chaos unleashed by the pack and ensuing violence, Bill is left to grapple with loss and the lingering threat of the werewolf curse that forever shadows his life, though his new mate, Marsha, proves to be a most enticing romantic mistress.

The climax crescendos with an epic battle of wills and survival under a blood-red full moon. Drawing on inner strength, Karen fights to resist the primal curse threatening to consume her. As the climax of The Howling barrels toward its harrowing finish, Karen White finds herself scrambling for survival amid utter chaos at The Colony. With the pack of werewolves revealed in all their monstrous frenzy, Karen’s world narrows to a single, desperate goal: escape.

With most of the Colony trapped inside the barn, the moonlit cabins erupt in madness. Karen fights her way out of the Colony, courage and sheer instinct pushing her onward. Partnered now with Chris Halloran, who arrives in the nick of time wielding silver bullets, Karen races through the flames and snarling chaos that engulf the retreat. Howls, gunshots, and the crackle of burning wood hang in the air as the surviving duo squeezes into a battered car, werewolves clawing at the windows and doors, including her husband Bill.

Glass shatters and bestial faces lunge, but Chris fends off the attackers with his silver ammunition as Karen floors the accelerator. Their frantic drive through the forest takes on a fever-dream quality, brief flashes of fangs and fur illuminated in the headlights as the pair barely escapes the Colony’s grasp.

As Karen and Chris make their harrowing escape from the burning Colony, the film lingers on a haunting, almost surreal shot of the remaining werewolves silhouetted against the flames and night sky, throwing their heads back in unison to howl up at the moon.

The moment has a stylized, almost animated look, achieved with a touch of stop-motion and optical effects, making their anguished howls seem spectral and slightly unreal. It stands out visually from the rest of the film’s practical effects precisely because of its surreal, nearly striking animated quality. This tableau of anguished, howling werewolves is a creative use of models and optical effects by the special effects team, meant to convey the pack as fearsome, yet despairing and strangely pitiable, their wild lament echoing through the night and the flickering shadow as they mourn over Karen’s escape.

The wildness behind them, they plunge into the dark, battered but alive. Karen’s breath comes in ragged, haunted gasps, the mark of her ordeal (and perhaps something more) lingering as they leave the ravaged Colony behind.
This escape is no neat victory: it’s raw, chaotic.

At the climax of The Howling, Karen, having been bitten by her werewolf husband Bill during their escape, bravely returns to the TV studio. In a shocking twist ending, she transforms into a werewolf live on air, allowing the unsuspecting nationwide audience to witness her true nature before she’s mercifully shot by her friend Chris. The film closes on a tense resolution, and Karen has literally been changed by her ordeal.

Throughout The Howling, Joe Dante blends atmospheric horror, cheeky humor, and groundbreaking special effects to deliver a story that’s as much about human fears and desires as it is about werewolves and monster lore. It’s a cult classic that howls with both terror and wit, pulling us into a chillingly familiar yet twisted world.

Rob Bottin’s special make-up effects are where The Howling makes its lasting mark. The transformation—Eddie Quist’s slow, agonizing snout pushing through latex skin, the bubbling swell of muscle under air bladders, was nothing short of revolutionary in 1981. The puppetry and animatronics don’t just turn men into monsters; they make the change excruciating, almost sexual, pointing up the satire in the film’s cultish obsession with primal desire and taboo. Bottin’s vision, reportedly achieved over ten-hour make-up marathons with a willing Robert Picardo, still throbs with grotesque artistry decades later.

Pino Donaggio’s score pulses between lush and lurid, lending the film’s psychosexual undercurrents both grandeur and menace; eerie strings, sudden brass, and the anxious yapping of synths create an atmosphere at once seductive and sinister. Donaggio’s debut as a film composer was his evocative, haunting music, which became a defining element of Nicolas Roeg’s psychological thriller, Don’t Look Now 1973. Pino Donaggio’s score for Don’t Look Now pierces the soul with a haunting beauty that stirs a delicate ache in me, like an exquisite pain that whispers in my ear.

Dante’s wicked humor in The Howling keeps things buoyant: There’s always a sly smile lurking beneath the snarl.

Eddie Quist (pulling a piece of brain from the bullet hole): “You said on the phone that you wanted to get to know me. Well, here I am, Karen. Look at me. I want to give you a piece of my mind. I trusted you, Karen. You can trust me now.”

 

Karen White: “There was howling just a minute ago.”
R. William ‘Bill’ Neill: “It was probably somebody’s stray dog.”
Karen White: “It didn’t sound like any dog I’ve ever heard before.”

 

Dr. George Waggner: “Repression is the father of neurosis, of self-hatred. Now stress results when we fight against our impulses. We’ve all heard people talk about animal magnetism, the natural man, the noble savage, as if we’d lost something valuable in our long evolution into civilized human beings.”

Marsha Quist: “Shut up, Doc! You wouldn’t listen to me, none of you. ‘We can fit in,’ you said. ‘We can live with them.’ You make me sick.”

Upon release, critics recognized the film’s gleeful mash-up of terror and satire. Roger Ebert admired its “gleeful embrace of horror cliches,” others declared it a “knowing tribute to old werewolf movies full of genre references and in-jokes,” with praise for the special effects that defined a new era in grisly transformation.

Even in the face of some narrative wildness, that cocktail of horror, gallows wit, and genre self-awareness left audiences and future filmmakers howling for more.

The Howling endures because it understands the fun and fear at the heart of monster stories: it stares unflinchingly at the beast within, then cracks a knowing joke while the transformation takes hold. In the end, this cult classic leaves you laughing and squirming in the dark, right where all the best werewolf tales begin.

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