Reeling from the deaths of Walt Disney in 1966 and Roy Disney in 1971, Walt Disney Productions struggled to find its audience. Much of their commercial releases in the ‘70s and early ‘80s flopped, causing the company to experiment, seeking out a young adult audience with darker offerings. The period is known as their Dark Phase, with several releases that instilled serious kindertrauma in a generation. Of all the atypical horror-lite fate Disney released during this period, The Watcher in the Woods leads the pack as a legitimately creepy film.

Released initially in limited theaters on April 17, 1980, the haunted house Gothic horror movie confused critics with an abrupt left turn into unexplainable weirdness, causing Disney to retool and re-release a year later with a different ending. No matter the version, The Watcher in the Woods seared itself into memory with its piercing score, moody atmosphere, and spooky chills.

Based on Florence Engel Randall’s 1976 novel, the film follows the Curtis family as they move into a country home at the edge of creepy woods in rural England. Almost immediately, daughters Jan (Lynn-Holly Johnson) and Ellie (Halloween’s Kyle Richards) begin to experience strange, supernatural phenomena. It doesn’t help that next-door neighbor and landlady Mrs. Aylwood (Burnt Offerings’ Bette Davis) behaves in a bizarre and hostile manner, watching the girls like a hawk. The stranger things get the more Jan embeds herself into an occult mystery involving the disappearance of Mrs. Aylwood’s daughter Karen decades ago.

For much of the runtime, director John Hough (The Legend of Hell House, Twins of Evil) keeps things visually, tonally, and narratively like a straightforward Gothic horror. The Gothic manors and set pieces; the creepy score; the eerie woods full of rolling fog, the ghostly appearances of a blindfolded girl that haunts Jan throughout; and the mysterious motives of the locals, especially Mrs. Aylwood. There’s even a terrifying early scene in which Mrs. Aylwood appears to be trying to drown Jan with a large branch, though it becomes immediately apparent in the next scene that she saved her life.

The climactic final act takes a wild left turn into sci-fi when Jan convinces the original participants of Karen’s disappearance to recreate their ritual during an eclipse. It summons the Watcher, an alien from another world who accidentally switched places with Karen at the time of her disappearance. When the eclipse ends, Karen returns home the same age she left it, and the Watcher departs. In the original theatrical ending, the Watcher appears as an insectoid alien creature, and the conclusion is far less coherent. That Hough kept the sci-fi elements strictly for the final act and relied on brief dialogue by Jan to deliver the necessary exposition, well, let’s just say that critics were flummoxed by the non-ending.

The backlash meant it was pulled from theaters, sent to extensive reshoots without Hough, and re-released in October the following year with the familiar, more classic ending that swapped the creature with amorphous light. Critics were more receptive to this version, though it didn’t entirely win them over. That’s not surprising, though, considering it’s a ghost story aimed at a much younger demographic. Hough created a young adult horror film, with all the familiar and spooky trappings of Gothic haunted house fare. Narratively, it’s predictable save for its left-field ending, and the acting from lead Johnson is relatively flat. But for the kids that grew up with this movie, none of that mattered. The Watcher instilled nightmares.

Forty years later, The Watcher in the Woods has amassed a cult following as a genuinely unsettling film and a time capsule into Disney’s Dark Phase. It’s films like this one that make you hope Disney will eventually circle back around to a Dark Phase renaissance.