Mr. Dark (who is the devil in disguise) comes to town w/his carnival. Even though the carnival looks ordinary, it is inherently horrible, the work of the devil but no one seems to notice. The only ones who pick up on the weirdness are the boys. Go figure the children are smarter than the adults!
Several of the town's residents have quirky obsessions/desires, and each one's wish is fulfilled, complete with Mr. Dark's own sick twist to keep them from being happy, even after they were given their heart's desire (an old woman went blind after she was restored to youth/beauty and couldn't see how beautiful she is; a lame woman wished for her leg to be mended so that she could run, and then she ran mad; a man missing an arm/leg wanted to be made whole so that he could play professional football again - his limbs were restored but he was turned into a child again). Really weird and freaky things! :)
The main part of the movie focuses in the father/son relationship of the main characters. The emotionally 'old' father lives w/fear and regret and his son wishes his dad was stronger and more adventurous.
The father's strength and courage are really tested when it is up to him to save his son and his best friend from Mr. Dark's wrath and 'emotional torture'.
Does he succeed? You'll have to watch to find out!
Jason Robards is Will's (the 12 year old main character's) father. I really liked him - I thought he was a wonderful father and was way too hard on himself. His love for his son and his bravery are really tested when Mr. Dark offers to make him young, healthy and courageous, all of the things he's always wanted to be but never was.
Vidal Peterson was very good as Will. By this time Vidal Peterson was a well accomplished child actor who comes across as mature way beyond his years. He is perfect in this role.
I thought the little boy who played Jim Nightshade, Will's best friend, was one of the most beautiful children I have ever seen with his dark hair, gorgeous blue eyes and adorable smile. He looked like a little angel and epitomized everything about little boys: loving adventure, mischievious, wanting to be grown-up, but still being innocent enough to stay within the boundaries of safety.
The other characters were secondary - the townsfolk who succombed to Mr. Dark's temptations, the boys' mothers, Mr. Dark's entourage, but all were extremely relevent in pulling together the storyline.
The bottom line is the movie is about human nature and how there is usually a string attached to something that's too good to be true, sometimes children have better intuition than adults, and the blessing of second chances and the love between parents and their children. It's also about being yourself and accepting the people you love for who they are rather than who you wish they would be.