Children who watched The Witches in 1990 had nightmares from Roald Dahl’s bedtime story (I was one of them). In the film, which blends a don’t-talk-to-strangers message with a boy-becomes-mouse fantasy, the witches were hideous and scary enough to haunt the fledgling mind—not only in their ghastly appearance but also in the disturbing ways they preyed on youngsters. At one point, a witch ensnares a little girl in a painting, and she’s doomed to live out the rest of her days as an unmoving image. As time passes, the painting of the sad-eyed girl ages, and her loved ones must witness her grow old on canvas, until finally, the little girl fades from existence entirely. Returning to the film thirty years later as an adult, it’s apparent that British director Nicolas Roeg sets his adaptation in a disturbingly cruel and topsy-turvy world. The witches are still frightening, but underneath them lingers something morbid that children may not notice. Angelica Huston’s terrifically unhinged performance as the Grand High Witch, uncannily visualized, is that of a child-killing monster both grotesque and strangely sexual.

Consider the scene where the witches convince the perpetually hungry boy, Bruno (Charlie Potter), to join their conference in a posh seaside hotel. Huston’s Grand High Witch stands on the stage, beckoning Bruno to come forward to collect the chocolate bars she promised him. The other witches leer at the boy, who walks without suspicion into a trap. Huston anticipates Bruno’s arrival, smiling wickedly, her pelvis thrusting slightly. Roeg keeps the camera low, from the child’s height, at just the right perspective that we notice her hand, placed in front of her crotch, motioning the boy to keep coming in a gesture that pantomimes masturbation. It’s as though the experience of watching a child approach is tantamount to foreplay; watching him suffer becomes an orgasmic explosion of joy. The Witches contains no end of sexuality and monstrosity blended into the same expression. For instance, the scenes between Rowan Atkinson’s hotel manager and the overreactive housekeeper with whom he has a workplace romance, too, blend sex and mouse transformations to more comic effect.

Published in 1983, Dahl’s book became a favorite among children and a matter of some controversy among adults who read his story as a statement against women and not a parody of Nazism as intended. The idea, about a secret society of witches bent on turning England’s children into mice, attracted Jim Henson as a project for his Creature Shop. Henson had turned his career in Muppetry toward darker and more adult-themed material in the 1980s, including The Dark Crystal (1982) and Labyrinth (1986). He purchased the film rights and reached out to Roeg to direct, believing the filmmaker could use the same skewed cinematic grammar from Walkabout (1971) and The Man Who Fell to Earth (1976) to realize Dahl’s book. Roeg reteamed with screenwriter Allan Scott, his collaborator on Don’t Look Now (1973) and Castaway (1986), and the two set about adapting Dahl’s story, remaining mostly faithful to the source material.

On holiday in Norway, the young Luke (Jasen Fisher) visits his grandmother (Mai Zetterling), who tells him about witch lore at bedtime—how witches wear wigs and have scalp-itch; how they have no toes; how to them, children smell like dog droppings. Luke, mouth agape, listens to her stories, all of which will come true. With his parents’ sudden death in a car accident, Luke and his grandma, Helga, return to his home in England, where Luke encounters his first purple-eyed witch who tries to tempt him with candy and a pet snake. Now on the lookout, Luke sees an entire band of witches at a hotel, where Helga resolves to recover from a sudden diabetic shock. The witches, meeting on the pretense of The Royal Society for the Prevention of Cruelty to Children, receive new orders from the Grand High Witch to open sweet shops and sell chocolate to children laced with her latest potion, Formula 86 (as in nixed), which transforms children into mice. Trapped in the reception hall as the witches announce their plans, Luke and Bruno find themselves turned into mice and faced with stopping the witches’ plan.

The story could not be more classical, as bedtime stories should be: Luke, a hero marked by tragedy, passes through hell like Odysseus and comes out the other side wiser for his experiences. Roeg originally remained faithful to the book, which ends with the boy content to live out the remainder of his few short years as a mouse, hunting witches with Grandma by his side. But this fate too closely resembles the young girl trapped in the painting to feel entirely satisfactory. The distributors at Warner Bros. compelled Roeg to shoot an alternate ending, not that Roeg or even Dahl argued. Roeg called it “one of the few occasions I didn’t mind the studio actually wanting to change the ending.” In the film, the Grand High Witch’s former assistant (Jane Horrocks), who’s seen carrying a puke bucket just in case someone mentions children around her boss, escapes the same grim fate as her former witch associates—who have been turned into mice and smashed by the hotel staff. She returns in the last scene, clad in veritable pixie garb, to restore Luke to human form. Her character may appear mostly in the background, overshadowed by Huston’s bombastic screen presence, but watching her closely will reveal a modest arc about a disgruntled employee who finally quits her job and delivers one last act of insubordination by reversing her boss’ spell.

Despite these alterations, The Witches is an uncommonly disturbing film, especially given that it was marketed to children. Although Dahl, the most sadistic of children’s authors, imbues his book with macabre literary imagery, the book’s watercolor illustrations by Quentin Blake hardly supply nightmare fuel. However, Roeg worked closely with Henson’s workshop to create the practical FX and makeup designs for his witches, knowing that cinema could surpass the book’s imagery with sheer visual power. Roeg observed in his autobiography, The World Is Ever Changing, how cinematic images could do more to frighten children than pictures in a book: “Roald Dahl’s book was rather creepy but it had very simple, sweet, charming drawings in it—so that the children wouldn’t get too frightened. If a parent were reading the story to a child and saw the child getting nervous about it or upset, they could shut the book, but once you take someone to the cinema and put them in a seat, you frighten the bejesus out of them.” To be sure, the written word may play with a reader’s imagination, but images can brand themselves into the mind and demand consideration long afterward.

The imagery of The Witches is unforgettable; above all, the appearance of the Grand High Witch after she peels away her rubber mask to reveal her true face underneath. But given her suspiciously familiar look in this form, it’s apparent that Roeg turned the story from parody of Nazism in Dahl’s book to a parody of British Thatcherism. Huston spent six hours in a makeup chair to end up resembling a monstrous version of the Margaret Thatcher puppet from the British satire series Spitting Image (1984-1996). Henson, doubtlessly aware of the series created by Peter Fluck and Roger Law, pays homage to their famous Thatcher puppet in Huston’s make-up design. Fluck and Law’s Thatcher acted like an autocratic Nazi, and so does Huston, raising her pronged, two-fingered gesture to her fellow witches like the Sieg Heil salute. Alas, not all of Huston’s scenes in this form made the final cut. Roeg’s original version proved even more disturbing. He recalls in his autobiography bringing some rushes home during post-production: “One of my young sons started watching it and then ran round and sat behind the television set.” After that, he made alterations to tone down the film’s intensity.

Although Roeg reduced the disturbing elements in The Witches—yet he left in a moment where Huston pushes a baby carriage toward a cliff—his visual approach turns even modest scenes into borderline surreality. Alongside cinematographer Harvey Harrison, Roeg employs no end of cockeyed angles and wide lenses for off-kilter imagery. He casts strange-looking women and disguises older bald men as his witches, dressing them all in bad wigs, false yellow and jagged teeth, and hideous makeup to capture their rotting scalps. The disorienting effect is often shot from Luke or Bruno’s perspective, making everything seem larger-than-life and strange. Atkinson’s exaggerated features only add to this quality, combined with an over-the-top turn by Jim Carter as the head chef, who panics to cartoonish effect when Luke-mouse crawls up his leg. By contrast, the rather cute mice used for Luke and Bruno, rendered with a combination of actual mice and convincing animatronics, offer a charming escape from Roeg’s scary creatures. That doesn’t stop Roeg from putting the mice in danger, as when Luke loses the end of his tail in a jarring moment.

The Witches debuted in 1990 to middling box-office performance and mostly positive reviews. Jonathan Rosenbaum’s assessment called it “impersonal” and “a minor but very enjoyable Nicolas Roeg fairy tale,” summarizing the overall critical response. The film’s small triumph was bittersweet, bookended by the deaths of Henson and Dahl. Just a few days before the film’s UK release, Henson died from advanced bacterial pneumonia at age 53; Dahl died later that year, but not before giving the adaptation his stamp of approval, and with good reason. Roeg captures the book’s dark story with indelible imagery that not only supplies the audience with a haunting, sometimes chaotic vision that lasts in the memory, but he also captures a quality of cinematic fun that only filmmakers like Terry Gilliam or Ken Russell seem to create on a regular basis. Everyone involved, Huston above all, seems to be having a blast making this disturbing little bedtime story, and that effect is contagious. Roeg shows that he can take a commercial property and infuse the material with his own visual and psychosexual tendencies. He turns what might’ve been a lifeless studio project in another filmmaker’s hands into a harmony of his own voice alongside those of Dahl and Henson.

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Bibliography:

Izod, John. The Films of Nicolas Roeg: Myth and Mind. Palgrave Macmillan UK, 1992.

Roeg, Nicolas. The World is Ever Changing. Faber & Faber, 2013.