Halloween III: Season Of The Witch – The Inside Story Of A Cult Classic

Director Tommy Lee Wallace on ditching Michael Myers to make Halloween's best sequel, 40 years on.

Jack-O'-Lantern mask in Halloween Kills.
Photo: Universal Pictures

In the modern era of movie making, where the franchise is king, sequels haven’t just become a byproduct of box office success, they’ve become an inevitability. 

Nowhere is this better exemplified than in the world of horror. Deliver 90 minutes plus of scares to large swathes of the cinema-going public and the chances are an order for seconds will be up before the original movie has even left multiplexes. 

Blame it on market forces and the fact movie-making is fundamentally a money-making enterprise, but the results have proven gruesome for fans, in every sense of the word. 

While critically-lauded sequels like The Godfather Part II and The Empire Strikes Back were the result of careful planning and expert execution, horror sequels have, by and large, been about studios striking while the iron is hot. 

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The result is a series of largely repetitive follow-ups that crank up the gore to cover for the lack of creative spark. There are exceptions to the trend, of course, most notably in the 1980s heyday of the slasher genre. 

A Nightmare on Elm Street 3: Dream Warriors offered an inventive spin on the Freddy Krueger formula, aided by a game cast and script penned by Frank Darabont while writer and director Tom McLoughlin’s Friday the 13th Part VI provided a comedic, self-referential take on the masked killer that would be fleshed out further in the Scream movies of the 1990s. 

Yet far and away the boldest take to emerge from the 1980s came around the start of the decade with Halloween III: Season of the Witch.

Released back in 1982, the film centered on Dr. Daniel Challis (Tom Atkins) a physician who stumbles upon a disturbing plot to kill the children on Halloween using a series of microchipped masks containing an ancient evil, which are being manufactured by a sinister Irish toy company called Silver Shamrock. 

Using a stolen chunk of Stonehenge, Irish company owner Conal Cochran (Dan O’Herlihy) intended to, quite literally, rot the minds of America’s young by having them wear one during a special broadcast across all the TV networks. Only Dr. Challis, along with Ellie Gimbridge (Stacey Nelkin) the daughter of one of Cochran’s previous victims, stand in his way.

Blending elements of witchcraft with technology to terrifying effect, the film’s central conceit also served as an unsettling takedown of television, advertising and wider corporate America. 

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But the most striking aspect of Halloween III: Season of the Witch for many fans was the fact it did not feature The Shape, a.k.a. Michael Myers in any capacity, save for a brief appearance on a television screen in one bar scene. 

It was a bold move and one that didn’t sit entirely well with fans. “An awful lot of people were disappointed, even outraged, that Michael Myers didn’t show up and that there was no knife and no Jamie Lee Curtis,” Halloween III writer and director Tommy Lee Wallace told Den of Geek. 

While Season of the Witch was a success at the box office, the film drew a negative response from fans and some critics. Roger Ebert dismissed it as a “low rent thriller” while Jason Paul Collum from Cinefantastique magazine called it a “hopelessly jumbled mess.”

However, as time has gone on and the Halloween sequels have continued apace, Season of the Witch has steadily built a cult following and, with it, significant reassessment.

Today, it stands as an outlier from the more predictable Michael Myers-led sequels and is all the stronger for it. There’s none of the increasingly complex lore that began to bog down the later Halloween films and none of the repetitive stalk and slash aspects of the genre as a whole.

It’s a wild, inventive ride full of eye-popping (or in one case eye-gouging) practical effects, genuine scares, with an unpredictable story carried by a compelling central cast and a killer John Carpenter score. 

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In recent years, it’s become a regular part of the spooky holiday season for many horror fans, something Wallace attributes to the film’s underlying critique of the commercialisation of Halloween. 

“Halloween has turned into quite the obsessional holiday involving lots of candy and props yet not a lot of time is spent looking into the history of it or self-reflecting,” he says. “Instead, there’s lots of enthusiasm and fun and kids, of course, gobble it up. So my movie very much plays into that.”

Wallace describes the reappraisal of Season of the Witch as “healing” noting that the original reaction to the film “hurt” him at the time. “I knew we’d made a good movie and just felt we’d stumbled badly on its release. I think an ad campaign that would have explained what we were up to, that we were trying to start something new, really laying it out for the fans, might have helped.

“All I can say it’s very gratifying all these years later to have a movie that’s perennially popular and seems to be attracting more and more fans and younger and younger fans all the time.”

40 years on from the film’s release, he’s ready to look back.

“We Made The Perfect Horror Movie” 

The decision to omit Myers from the film was one taken by Halloween creators John Carpenter and Debra Hill, who envisioned the sequel as the first in a series of anthology series centered around a different story linked only by the fact they played out over Halloween night.

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It was that aspect that drew Wallace to the project. He was a long-time collaborator of Carpenter’s who served as production designer and co-editor on the original Halloween and had been set to direct Halloween II.

“In the beginning, none of us could figure out what good a sequel would do,” Wallace says. “The focus then was on making good movies rather than piles of money so when somebody said ‘Halloween II’ the response was ‘We made the perfect horror movie, why would we want to do that?’ Sequels were not as common as they are now.”

Eventually, when it became evident Halloween II was happening, either with or without Carpenter and Hill, the pair signed on as writers, enlisting Wallace as director.

His time on the project, however, would prove short-lived. “I hated the script,” Wallace says, citing the elevated level of gore as a specific concern.  “The arms race of violence in horror movies had just gone insane in the years since the first Halloween. I think John felt he needed to compete in that marketplace if he was going to do it at all, which is the exact opposite of the original.”

Wallace, for what it’s worth, had his own idea for Halloween II, sketching an outline that sounds not entirely dissimilar to the one presented in Halloween H20.

“I thought, let’s do a story set five years later. Laurie (Jamie Lee Curtis) is still traumatized but now she’s heading off to college. It’s a really secure place with high walls and a lot of gates and stuff. A place can be easily turned into a prison. Then Michael shows up and the mayhem begins. I thought it was a solid premise but John wanted to go with a sequel set five minutes later.”

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Despite walking away from the project in what he says was “probably not a smart career move” Wallace received a call from Hill a year later asking if he wanted to direct Halloween III. “As I was preparing to respond with an emphatic no, she hastened to point out that it would have nothing to do with the first two. It was a no brainer. I said I would do it.”

In hindsight, Wallace wonders if things might have been different had Season of the Witch followed the original film. “I think we might have gotten away with it,” he says. “But once you had Halloween II, well, the expectation if you saw the poster in the movie theater was that Halloween III was going to be more of the same.”

Little did they know it was anything but that.

“It Was Very Disturbing”

Although both Carpenter and Wallace contributed significant revisions to the script, British science fiction writer Nigel Kneale wrote the original draft of Season of the Witch having been recruited off the back of his work as the creator of the Quatermass TV serials which revolutionized television in the 1950s, paving the way for shows like Doctor Who.

Kneale would ultimately ask for his name to be removed from the credits in protest at the significant alterations to his script but Wallace reckons around 60 percent of what he created made it to the screen. Dr. Challis and Ellie were always the central protagonists, while the idea of an evil toymaker killing children using masks containing a microchip triggered by a TV broadcast was present all along. 

Yet Carpenter, Hill and Wallace felt Kneale’s draft lacked an understanding of what young horror movie fans were flooding into theaters for. “It was as if he was still writing for British television in the 1950s,” Wallace says bluntly. 

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“I don’t mean that as an insult. He was a master. His version was disturbing and there was a lot of interesting stuff but it was honestly more of a psychodrama than a pure horror movie. It was very mannered and he made no effort to Americanize it.” 

Wallace recalls a “Freudian subplot” that focused on Ellie’s troubled relationship with her father, which was threaded throughout Kneale’s script. 

“As a child she had been beaten by her father after she released a bird that he gave her as a gift because she felt the bird didn’t need to be in a cage,” Wallace says. “So it was this kind of running story she told Dr. Challis as the film went on.”

“The pay off comes at the end when Cochran turns her into a five-year-old child. She’s talking to Cochran, who she sees as the figure of her daddy. At some point realizes it’s a setup so figuratively ‘releases the birds’ by throwing a handful of the microchips into the air and onto the generator, killing Cochran and the other bad guys.” 

While a version of that ending plays out, it’s Dr. Challis rather than Ellie who foils their plan by throwing the microchips, with Wallace surmising that Kneale’s idea was “uncomfortably Freudian for a commercial pop horror movie.”

Wallace says the script was “riddled with interesting ideas” that ultimately didn’t go anywhere.

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“He seemed interested in the idea of mind control but there would be random cliched scenes like Dr. Challis walking into a hotel bathroom and suddenly the walls are covered with blood. He’d blink and then it’s normal again.”

“It was like, okay, well, does this mean that Cochran is trying to control their minds? It never really paid off. So there were all sorts of flights of fancy.”

Wallace also expresses concern that Kneale’s script wanted to send up the Irish “unmercifully” through the depiction of Cochran and his Silver Shamrock toy company.

“I thought it went well beyond satire,” he says. “His biographer told me he suspected Kneale was attempting satire but, if so, I don’t think he did it skillfully enough. It just felt like he was coming down on the Irish in a kind of insulting way.”

“The Realm of the Plagues” 

Kneale, for his part, was said to be opposed to the film’s graphic violence telling Starburst magazine in 1983 that his script centered more around the idea of “deception” and “psychological shocks rather than physical ones.”

Yet adhering to this approach may well have robbed the film of one of its most shocking scenes. During a tour of Silver Shamrock’s factory, Dr. Challis and Ellie, posing as a married couple, are accompanied by top salesman Buddy Kupfer along with his wife Betty and young son, Little Buddy. 

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Unbeknownst to them, the Kupfers, and more specifically Little Buddy,  are there to serve as guinea pigs to showcase the effects of the microchipped masks. In an astonishing sequence, the couple are locked in a room while  the Silver Shamrock advertisement plays on a television. 

The Kupfers then watch, aghast, as Little Buddy’s masked head melts away to a pile of insects. 

It was the moment Dr. Challis realized the magnitude of what he was facing and a scene that shocked audiences not simply because it depicted the death of a child, but did so in such a bizarre and terrifying way.

According to Wallace, the version that made it into the film was a significant departure from what Kneale envisioned. “His version was vague. More about a face that swells up and turns red and becomes kind of metaphysical. Maybe entered another dimension or something like that.”

Wallace opted to extend that idea to create something more Biblical and “to put it in the realm of the plagues, like the mask was releasing some ancient curse.” He says: “both ideas were ultimately about combining magic and technology to create unspeakable horror.” 

“They’re Not Happy With The Ending” 

While Little Buddy’s death was bleak, it was nothing compared to the film’s final denouement though; an ending that saw Dr. Challis stop two out of the three major networks from airing the advert but not the third. While countless lives may have been saved, the insinuation was that a fair few kids ended up going the way of Little Buddy. 

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“It was the right ending for the movie and also my own personal tribute to Don Siegel’s Invasion of the Body Snatchers,” Wallace says.  At the end of the 1956 movie, the main protagonist Dr. Miles Bennell, succeeds in alerting the authorities at a Los Angeles hospital to the imminent invasion of alien pod people capable of replicating humans. 

“I hated that ending,” Wallace said. “I discovered later that it was forced on the movie. It was an injustice and would have never happened.” In the original version shot by Siegel, the film ends with Dr. Bennell screaming as truckloads of pods arrive into the city. It’s a reaction mirrored in that of Dr. Challis, with Season of the Witch ending on a close up of Atkins, on the phone, pleading to no avail for broadcasters to cut the feed. 

In an interesting but all too predictable parallel, Universal initially objected to the downer ending, prompting Wallace to receive a call from Carpenter.  “He called me out shortly after the executives had looked at the movie just before it’s released and said they were not happy with the ending and would I consider changing it?” Wallace says.

“It was not really within my power to say no. It was John’s decision really because he had creative control. But, like a gentleman and dear old friend, he called me up and said ‘look it’s your movie. I’ll back you either way. Do you want to try to change it or do you want to stick with what we’ve got?’ It only took me a second to respond.”

Despite some critics and fans expressing dismay at the nihilistic concussion, Wallace has no regrets, saying, “I thought it made it a true horror movie.”

A crucial aspect of making that ending work was the character of Dr. Challis himself. After two entries that put scream queen Jamie Lee Curtis front and center, the casting of the middle aged Tom Atkins represented a major departure.

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Atkins had worked with Wallace, Hill and Carpenter on The Fog and while not an immediate suggestion for the lead role, was quickly identified as the ideal actor to play the film’s complex protagonist.

Though Dr. Challis embarks on a quest of sorts in the film, he is no knight in shining armor: he drinks heavily, is something of a womanizer and a borderline deadbeat dad to his two kids from a previous marriage. Atkins brought something unique to the role too.

“Tom has a great masculinity that isn’t dripping with testosterone,” Wallace explains. ”It’s not standard stock machismo, he’s a real human being on screen. He’s also kind of a shit who turns his back on his family responsibilities, seems a bit lax at work and is probably an alcoholic. Yet he’s also likable. Only an actor like Atkins could pull that off.”

It’s this complexity that underpins the film’s conclusion, with views left to wonder whether Dr. Challis’ bad habits contributed to him failing to convince all  the networks to stop airing Silver Shamrock’s special presentation.

“Demented Dwares In A Padded Cell” 

Season of the Witch wasn’t simply a horror movie with a creative ending though. The creativity shone through elsewhere too. For years, Wallace had toyed with the idea of a movie called Corporate War depicting two huge corporations essentially going into battle against one another via armies of faceless executives in gray suits. While the film never got made, Wallace was able to incorporate that aspect into Cochran’s army of besuited robot henchmen who stalk the film’s main protagonist’s throughout sharing similarities with the agents from the Matrix movies. 

One of Wallace’s most inspired touches came with the composition of the short jingle played as part of the Silver Shamrock Halloween advert; a keyboard-based ditty that reworked the classic song “London Bridge is Falling Down” for a Halloween audience.

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Wallace recalls being told “we’ve got no money so you’re going to have to use something in the public domain or just make something up yourself.”  He says: “I knew London Bridge damn well was in the public domain. So no problem there.”

Combining an old piano recital piece “The Spinning Song” Wallace with the traditional nursery rhyme, Wallace recorded a series of sped up voices – each his own – singing a self-penned ditty that, to this day, has remained stuck in the heads of countless viewers. The result is a tune that walks the tightrope between sinister and saccharine to glorious effect. 

“They sounded like demented dwarves in a padded cell,” Wallace says. “But also in that realm where you could imagine kids watching and getting all excited about the masks that they want for Halloween. So I thought it worked perfectly and it so obnoxiously gets in your head. It’s another thing I’m very proud of.”

Season of the Witch also benefited from a soundtrack composed by John Carpenter and another long-time collaborator Alan Howarth. It was a score that hinted at the film’s marriage of the supernatural and technology with Carpenter and Howarth opting to do away with piano melodies in favor of a synthesizer led sound. While the promotion may have failed them, the film’s music went some way to indicating this would be a Halloween movie with a difference.

“I knew that he would deliver something that helped pave the way for the audience, at least emotionally, to know they were in the same universe at least,” Wallace says. “It’s still one of my favorite John Carpenter’s scores. He really hit it out of the park.”

“I Was Crushed With It” 

Despite doing good numbers theatrically, Season of the Witch would prove to be Halloween’s only foray away from the exploits of Michael Myers. 

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Executive producer Moustapha Akkad pushed for Myers to return in the next film with Halloween IV producer Paul Freeman later quoted as telling Fangoria magazine that everybody came out of Halloween III saying, “Where’s Michael?”

Though Carpenter and Hill pitched an idea for an inventive sequel with Joe Dante in mind to direct, Akkad said no, insisting instead that Myers returned as a “flesh and blood” killer despite his fiery demise in Halloween II. Eventually a deal was reached that saw Carpenter and Hill sign the rights away to Akkad. Halloween IV arrived soon after. 

Wallace has never seen it. In truth, the reaction to Season of the Witch took some time to recover from. “I think it’s fair to say I was crushed by it,” he says. “The perception at least was that it was a failure and that it was horribly, horribly unfair and I didn’t understand it. I was demoralized. I internalized it and felt like maybe I was a failure.”

“It was a real millstone to have the name Halloween in the title and have Halloween II turn out the way it did. But Season of the Witch would simply not have gotten made without it.”

Wallace said that it’s only in the past decade, with the help of a friend called Sean Clark, that he’s begun going to film festivals and conventions where, to his delight, he’s discovered the film has a fanbase, complete with a range of merchandise that wouldn’t look out of place in a Silver Shamrock factory – minus the insects, of course. 

“I feel incredibly gratified at the reaction. It’s a real salve for an old wound and it’s definitely healed up,” he says. “It’s gone from being a movie that people would dismiss as “terrible” to something that has this whole group of defenders. It’s really helped a lot.”

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Wallace now plans to lift the lid on the process of making the cult classic with a book Halloween III: Where the Hell is Michael Myers? Now repeat after me: “Eight more days ’til Halloween,

Halloween, Halloween…”