This is the film Disney doesn’t want you to see.

No, I’m not talking about Harmony Korine’s Spring Breakers, which features half-naked ex-Disney starlets wielding machine guns. The movie in question is Escape From Tomorrow, a black-and-white surrealist satire shot in secret at Disney theme parks. The film will be released in 32 cities on October 11, and it’s a miracle that it’s seeing the light of day.

Directed by Randy Moore, Escape From Tomorrow tells the tale of Jim White (Roy Abramsohn), a middle-aged father of two. On the final day of a family vacation to Walt Disney World in Orlando, Jim learns he’s been laid off. He hides the news from his rigid, domineering wife, Emily (Elena Schuber), and their two young children, Sarah (Katelynn Rodriguez) and Elliott (Jack Dalton), puts on a smile, and takes them to the “Happiest Place on Earth.” Along the way, he encounters a pair of flirty French teenage girls and takes a liking to them, creepily shadowing them around the park. But soon he begins experiencing nightmarish visions, from devilishly grinning children’s faces on the It’s a Small World ride to princesses doubling as high-class prostitutes for Asian businessmen. Is Jim losing his mind or is Disney World more sinister than any of us could have imagined?

Moore has a complicated relationship with the theme park. His parents were divorced, so he’d spend the school year at his mother’s in Chicago and summers with his father in Orlando. When Moore was little, the two would spend almost all of August at Disney World, braving the humidity and crowds.

“I was trying to savor every minute with him and I really liked the park, so I didn’t want to leave him or the park and basically wanted to live at Disney World with my father as a kid,” says Moore. “It became a magical place.”

As he got older, the two stopped going to the park, and their relationship began to deteriorate.

In 2009, Moore, then a story editor living in California with his wife and two young daughters, took his family to Disney World. During the Fantasmic! fireworks show, he was shocked to witness a group of adults gasping with “religious ecstasy” at Mickey Mouse’s sorcery. But he was even more surprised by the response of his wife, who is from the former Soviet Union. She thought the entire experience was “a nightmare.”

“I was still under the spell when I took my kids there, but my wife, who had never gone there before, didn’t have the same experience with the park or nostalgia for it that I had,” he says. “All she saw was kids screaming and demanding really overpriced souvenirs, and parents trying their hardest to do everything they could until they’d break down and scream at their kids. There’s something about the environment that heightens the senses and makes people very sensitive to everything.”

Moore began writing what he calls a “script-journal” treatment for a film set at the theme park, and he intended to shoot it there with some friends on a micro-string budget.

“It was an exercise in self-therapy,” he says.

But after his grandparents died, he was left with a sizable inheritance, and eventually he decided to cast professional actors. He held auditions at a theater on Hollywood Boulevard in Los Angeles and caught the attention of Roy Abramsohn, a journeyman actor who’d heard about the project from a friend.

“I was on unemployment at the time, have two kids, and was kind of desperate,” the actor says. “I thought, ‘Someone’s going to pay me every day for six weeks to go to theme parks and shoot a movie as the lead?’ It wasn’t a hard choice.”

Abramsohn was paid half the money upfront for the film on the first day of shooting, which he says was “wasn’t much more than the SAG ultra-low minimum rate”—which amounts to $100 a day. And while he knew that the project would be shot “guerrilla-style” at Disney theme parks, he still had some doubts.

“It sounded exciting, but I never thought it could get made,” he says. “I asked, ‘What happens when a team of Disney lawyers descend on your home and force you to hand over the movie?’ And Randy didn’t really have an answer. He just said, ‘I don’t know…I just want to make it.’”

With the script in the bag, Moore—accompanied by his cinematographer, Lucas Lee Graham, and one of his children, for cover—took nine trips to Disney World and Disneyland. The pair analyzed where the light would hit certain parts of the park at different times of day and meticulously planned every shot they’d use in the film.

Season passes for Disney World and Disneyland were purchased for the cast and crew, and filming commenced in September 2010. Worried that someone would leave a script in the bathroom and they’d be discovered, the cast and crew stored scripts and shot lists for the film on their iPhones. To create the illusion that they were tourists, two cameramen filmed using the video mode of digital single-lens reflex cameras. They used the Canon EOS 5D Mark II, with Moore joining in with a Canon EOS 1D Mark IV if the shot was particularly complicated. On a given day, the covert crew would range from eight to 15 people, including Moore, two cameramen, the assistant director, the actors, the child actors—each accompanied by a real-life parent—and a PA carrying water, “because water is a thousand dollars a bottle there,” jokes Moore.

The shoot lasted 45 days, with 11 days at Disney World in Orlando followed by 14 days at Disneyland in Anaheim, California. Interiors were shot at a hotel in City of Industry, California, while other scenes were shot at a sound stage in Silver Lake.

“We had to get most of our park footage shot before the Halloween decorations went up because I wanted it to have a neutral, generic, summer-Disney feel,” says Moore. “Then we waited until the Christmas decorations came down, and in spring 2011 went back to get pickups and stuff that didn’t work from the first round, mostly continuity, or if the camera was out of focus.”

According to Abramsohn, the cast and crew would shoot scenes in the park “up to 12 times, or until things got a little suspicious.” Also, Moore was paranoid that wireless microphones might interfere with the theme park’s system, so he had the cast wear wired lavalier mics that plugged into Olympus Dictaphone tape recorders that were stowed in the actors’ pockets.

The toughest scenes to nail were the ones on the rides. The cast and crew shot on about 15 rides at Disney World and Disneyland, including several—the Jungle Cruise, Pirates of the Caribbean, and Maelstrom—that didn’t make the final cut. Many of the scenes on the rides required precise timing.

“The shot that was the hardest to get was a shot where the French girls cross the family on the PeopleMover and say, ‘Bonjour!’” says Moore. “We could not figure out the timing of those trams, so for that one shot, we rode it for three hours.”

Aside from the PeopleMover, Moore says the toughest shots were ones depicting the park completely empty.

“We got to the park really, really early, were the first people in line, and when they opened the gates, we’d run ahead of everyone and have stations to go to, and we had a 10- to 15-second window to get the shots we needed before a huge phalanx of people emerged from behind and walked into the frame,” he says, adding, “We did it five days in a row.”

During filming, one close call almost killed to the project.

The last weekend of shooting, Moore had a scene planned where the family enters the park through the turnstiles. The crew thought it’d be the easiest to capture and had shot the film in order of difficulty, from scenes inside Epcot to the theme park entry. Since they needed to shoot multiple takes, they had the cast enter and exit Disneyland multiple times.

By the third time, a security guard walked up to Abramsohn and said, “Excuse me, sir. Why did you enter and exit the park three times in seven minutes?” The actor made a silly excuse about going to his car to retrieve sunscreen. The security guard looked at the men wielding cameras and asked, “Are you a celebrity, sir? Because there are paparazzi following you.” Abramsohn backpedaled some more, cracking a joke about being “no Tom Cruise.” By this point, the cameramen had vanished—they’d later reveal they rode the Matterhorn for an hour to hide—and other Disney security began congregating around the actors. They were taken over to a Disney firehouse and told to stay put. But the child actors, in their infinite wisdom, complained that they needed to go the bathroom, so the adult actors escorted them.

“I realized that I had my sound equipment on,” says Abramsohn. “I went to throw it out in the bathroom, but realized that there could be valuable sound on there, so I tucked the tape recorder into my tube sock and tucked [my onscreen son’s] recorder in my other sock.”

Elena Schuber, who plays Abramsohn’s onscreen wife, did the same, and the group emerged from the bathroom. But as they did, a parade was coming by, separating the actors from security personnel. A PA casually walked by and said, “Get out of the park! There’s a van waiting for you at the entrance.” The group walked out with the parade, hopped in the van, and left.

“As we sped away, we saw the security guard taking down the license plate of the van, which was rented,” says Abramsohn.

“Thank goodness it happened at the end of filming, because if it happened at the beginning, everyone would have been too freaked out to continue with this little experiment,” adds Moore.

When principal photography was completed, Moore accompanied his editor, Soojin Chung, to the latter’s native South Korea to do the digital post-production work, including visual effects and color correction. The film was initially budgeted at $200,000, but came in at a cost of $650,000 after post-production was complete.

“I didn’t want clips of the film at Burbank VFX houses where someone could catch wind of it,” says Moore. “My biggest concern was completing the film, because once it gets made, it can’t get un-made.”

After a premiere at the 2013 Sundance Film Festival, the film caught the eye of film sales agent/lawyer John Sloss. Sloss is known as a renegade of sorts in the film world and, through his company Cinetic Media, has shepherded films such as Precious and The Kids Are All Right. Through his Producers Distribution Agency, he also released Banksy’s 2010 guerrilla-style film Exit Through the Gift Shop, which contained another unauthorized scene shot at Disneyland.

So far, despite a film poster featuring a bloody Mickey Mouse hand and a trailer boasting several sinister-looking scenes shot at their theme parks, Disney hasn’t attempted to block the release of Escape From Tomorrow, apparently choosing to let the film go forward without generating added publicity. (Disney did not respond to multiple requests for comment for this story.)

“I wasn’t going after Disney as much as the experience of Disney and what it means to our culture,” says Moore. “For so many people, it’s become like a religion, and when you visit the theme parks, it’s like going to church.”

He pauses and laughs.

“One day during filming, we were sitting next to this woman with her children, and she was screaming at her daughter, saying, ‘Disney is also for mommies!’ She was basically saying: Don’t fuck up this trip for me, because I want the magic, too.”