Ray Bradbury and the makers of this film ventured into foreign territory for the Disney Studios, they went to explore the dark side of humanity and came back with the honest truth that much of humanity is plagued and there are shiny bright spots within. This film explores the petty desires of everyday people, their eagerness to give what is really important in life up for things like vanity, lust, money, etc... The story centers around two small boys, Will and Jim, and how their lives change and the townfolk around them when a carnival comes to town. The atmosphere is chilling to say the least. It is easily the darkest of any Disney film(even considering the outstanding The Hunchback of Notre Dame). It uses dark landscapes, eerie haunting music, and bleak characterizations to perfection. The acting is good all around with two standouts. Jason Robards plays Will's father, and is the epitome of flawed goodness. He suffers for his goodness but has strength of heart. Robards is wonderful, and I felt myself wishing this man had been my father(or my father more like him). For an actor to be able to create that appeal is a true feat of integrity of performance. On the other side, in a simply sinister portrayal of evil incarnate is the performance of Jonathan Pryce, an overlooked and underappreciated English actor. His performance is scary, and he chews up every and each scene he is in. The script by Bradbury himself, based on his novel, is full of rich texture and subtlety. As with just about every film adaptation, the film is not the book...but then if you wanted that you only have to sit down and read...one page at a time.