"Something Wicked This Way Comes," with its Victorian title and twist, seems as dated as the bundling board. Novelist Ray Bradbury turns his popular book into a morality play for screen. And Disney, unsure whether to pitch it to kids or adults, near-misses everybody but Queen Victoria and Jerry Falwell.

An autumnal carnival of allegory arrives in Everytown in the dead of night, led by the devil's own Mr. Dark (Jonathan Pryce). This personification of evil is fanciful with his prose: He "sucks misery" and speaks of "boys ulcerating to be men." So watch it.

Jason Robards plays his half-hearted nemesis, Mr. Halloway, the hallowed man. Halloway's nicey-nice son (Vidal Peterson) and his son's underdeveloped crony (Shawn Carson) see too much by peeking under the carnival canvas. Dark hounds them with howling mist and the shrieking Dust Witch, but they escape, thanks to a magical lightning rod.

Later, Halloway hides the kids in the town library, where he reads of another evil carnival that made the townspeople's dearest dreams came true, but cost them dearly, too. Dark has used his powers likewise. The town's schoolteacher's lost youth and beauty are restored. Then she is blinded. A double amputee, a former high-school football star, regains his limbs only to become part of a freak show, along with the barber who's always wanted to be near exotic women. He now finds himself in a harem as a bearded lady. Odd stuff to snare a child.

On the other hand, visually oriented director Jack Clayton, last heard from with "The Great Gatsby" in 1974, has provided lots of rolling skyscrapes like Steven Spielberg's. And there are wonderful portraits and special effects -- fields with ripe, orange pumpkins, a time machine that's a whirling carousel, a mysterious woman in a spidery veil. The potential is there; it is just never realized in a unified film.

It's as though Clayton raided a flea market -- barber pole, cigarstore Indian, stone library lions, coffins, cobwebs -- and took loving photographs of it all. But the actors suffer. The kids are flat, reacting to an attack of tarantulas as if the spiders were so many puffy muffins. Robards and Pryce are practiced but not properly balanced as those weary old warhorses, Good and Evil.

The John-boy-style narration in the beginning and end is pleasant, with the Bradbury prose. A scene of the boys running fast as blowing leaves through fall days promises a deep pool of tickly fear but never chills our spine. The nuances of written word are lost and so is the overall intent.