Famed children’s writer Roald Dahl published the dark fairytale novel The Witches in 1983, but it was executive producer Jim Henson and director Nicolas Roeg who brought it to American audiences via the big screen on August 24, 1990 (three months after it opened in the U.K.). Henson’s Creature Shop also provided the puppets and animatronic mice.

The movie, about a group of children-loathing witches who taint sweets with Formula 86 to transform kids into mice, tackled disturbing material and featured some grotesque, CGI-less special effects. Here are some spellbinding facts about the cult movie (and the book that inspired it). 

1. ANJELICA HUSTON WAS HESITANT TO ENDURE SO MUCH MAKEUP.

In 1990, the supervisor of Jim Henson’s Creature Shop, John Stephenson, told the Los Angeles Times that Huston had an “unpleasant experience” with makeup when she acted in Michael Jackson’s Captain EO. She revealed to Stephenson that she "was worried about getting under all that makeup again.” Stephenson admitted that, “It’s not pleasant to be covered in latex. But she put up with it extremely well. She was very professional.”

In order to transition from Eva Ernst to the Grand High Witch, Huston had to tolerate chin whiskers, purple contact lenses, and more. Huston explained to TV3 that it took six to seven hours to get her makeup done and then another five hours to take it off. “Mercifully, I wasn’t in it for the whole movie—only for about two or three weeks,” she said, “but they were arduous weeks. I had fake hands. The tips of my fingers acted as knuckles and it took at least an hour to take it off, so it was a bit problematic going to the bathroom.”

2. CORNWALL'S HEADLAND HOTEL ACTED AS THE HOTEL EXCELSIOR.

When Luke and Helga vacation at the resort, they were actually on location at a now 115-year-old hotel, The Headland, located in Cornwall, England. The hotel’s website recounts behind-the-scenes trivia such as how Huston’s then-boyfriend, Jack Nicholson, constantly had roses delivered to her, and how “the girls on the switchboard would become very excited when he telephoned to speak to her.” The hotel also shares a story about the time Rowan Atkinson (Mr. Stringer) left his bath running before he went to bed and ended up flooding the ground floor of the hotel, including the film's production office. In ghastly fashion, the hotel is supposedly haunted—not by witches, but by a lady wearing a “long, dark coat without arms and a funny small white hat on her head.”

3. HUSTON LOVES TO MAKE CHILDREN SCREAM.

In a 2013 interview with The Sydney Morning Herald, Huston called her part in The Witches, “One of the roles I hold dearest,” and mused about the time she freaked out her friend's kids. While in Virginia in 2004, Huston got word her friend’s daughter and friends were planning on watching The Witches. Dressed in purple makeup and Grand High Witch hair, Huston snuck in and surprised the unsuspecting group. “I opened the door and said [putting on her sinister, vaguely European, Grand High Witch voice], ‘Thank you for inviting me!’ ... I got them all screaming. It was good. There’s nothing better than making children scream, I have to say.” 

4. THE GREATEST DIFFERENCE BETWEEN THE MOVIE AND THE BOOK IS THE ENDING.

The book’s told with a first-person narrator who doesn’t have a name, and neither does the grandma. In the movie, the boy’s named Luke and the grandma’s named Helga. The book ends with the boy living as a mouse. “I'll be a very old mouse and you'll be a very old grandmother and soon after that we'll both die together,” the narrator says in the book. In the movie version, Roeg and Henson decided the book ending was too dark and introduced the Miss Irvine “good witch” character, who uses her powers to transform Luke back to a boy.

5. THE BOOK WENT THROUGH SEVERAL CHANGES, WITH THE HELP OF AN INSIGHTFUL EDITOR.

The Witches editor Stephen Roxburgh wrote about editing the book and the changes it went through before it got published. When Roxburgh first read the manuscript, it was titled War on Witches. Dahl eventually “softened” the Grandmamma character. “I have allowed the mouse-hero to have all the bright ideas instead of Grandmamma,” Dahl wrote to Roxburgh. Dahl wanted the mouse-hero to go back to being a boy: “I am afraid I have let myself in for a sequel there but I don’t want to think about that for the moment,” he wrote. It was Roxburgh’s idea, though, that persuaded Dahl to make the mouse-hero stay a mouse and not become a human again.

Roxburgh and Dahl didn’t agree on everything—they butted heads on the possible negative portrayal of the witches, and Americanisms vs. Anglicisms used in the book. Dahl obliged and changed the word "lift" to "elevator," but refused to change "sweets" to "candy," and "fish-paste" to "tuna fish." "I won’t have ‘tuna fish’ for 'fish-paste,'" Dahl fired back at Roxburgh. “Please keep this Anglicism. It’s a curiosity even over here.” 

6. TWO ENDINGS WERE SHOT, BUT TEST-SCREENED AUDIENCES CHOSE THE ONE THAT MADE IT INTO THE FILM.

It was Jim Henson’s manager, Bernie Brillstein, who suggested filming a couple of endings. Henson employed democracy to choose the right ending when he corralled groups of people over a few months to watch the film and give their opinions. Between October 1988 and May 1989, in both London and Los Angeles, the alternative endings were tested, and the scarier material was edited from the film.

Henson didn’t want to step on Dahl’s vision and expressed his concern to Penguin Books in a letter, stating: “Roald’s ending works wonderfully and is obviously the best. However, a film is quite different from a written story and, for a number of reasons, we think that the new ending might work better in the movie … We will only make the change if testing shows that the audiences prefer it.” Turns out, the audience preferred the ending of Luke becoming a boy again, so Henson stuck with it.

7. HENSON JUST HAPPENED TO PICK THE ENDING DAHL HATED.

“Nic Roeg showed us the first ending, and Roald had tears running down his cheeks, he was so pleased,” Dahl’s widow, Liccy, told The Telegraph. “But then he showed us the other one, and Roald said: ‘Take my name off this thing. You’ve missed the whole point of the book.’ I'd never seen him so upset.” Dahl felt that leaving the boy as a mouse was indeed a happy ending. “The boy is happy as a mouse,” he wrote to Henson. “He tells us so. And there is a fair bit of elementary philosophy in it, too. What, after all, is so marvelous about being a human? Mice are far happier. They have far less worries.”

Besides the ending, Dahl also disagreed with Roeg in not cutting out the opening funeral scene. “Roald was horrified,” recalled Liccy. “He liked death in his books to be short, quick and humorous—not something to be lingered over.”

8. THE ROYAL SOCIETY FOR THE PREVENTION OF CRUELTY TO CHILDREN EXISTS IN REAL LIFE. SORT OF.

In the book and movie, the witches congregate for a conference veiled as the RSPCC, but in fact their mission is the opposite: to exterminate children. After visiting New York and seeing they had a similar Society, in 1883 Thomas Agnew founded a Liverpool branch. In 1895, the NSPCC (National Society for the Prevention of Cruelty to Children) received a royal charter. Basically, the organizations have the same name, but the NSPCC aims to help abused kids, not turn them into rodents. 

9. THREE SIZES OF MICE WERE USED.

“We had to create mice for the boys in three different scales, from life-size, about three inches, to 10 times life-size,” John Stephenson told the Los Angeles Times. The “A size” was literally the size of a mouse. “B size” was cable controlled, and “C size” was a large hand puppet. As Henson explained, “We had to shoot it in such a way that this gigantic mouse still had to look like it was only two-inches big. It was complicated to do that as it meant whenever we were shooting this we needed to have very large pieces of scenery to keep it in scale, but at the same time, this version of the mouse is most expressive.”

10. THE THEATRICAL VERSION IS SUPPOSEDLY LESS SCARY THAN THE ORIGINAL CUT. 

Having Roeg direct a "family" movie was an odd choice, as he had built a reputation for directing sexually-charged thrillers like Don’t Look Now. In his memoir, The World Is Ever Changing, Roeg wrote: “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 them.”

Roeg accidentally scared his son while watching The Witches dailies at home. “One of my young sons started watching it and then ran round and sat behind the television set,” he wrote. Roeg edited out “a lot of stuff that was quite extraordinary” to make the film more child-friendly, but he compensated by making the Grand Witch very sexy in the movie.

11. THE BOOK WAS LISTED ON THE AMERICAN LIBRARY ASSOCIATION’S CHALLENGING OR BANNED BOOK LIST.

On the ALA’s 100 most frequently challenged book list from the 1990s (the books were culled from any year and didn’t have to be released in the 1990s), The Witches landed at number 22, alongside such titles as Judy Blume's Forever (#7), J.D. Salinger's The Catcher in the Rye (#10), and Dahl’s James and the Giant Peach (#50). When the ALA ranked the books again in the aughts, The Witches had disappeared from the list. The Christian Science Monitor posited the reason the book got banned was because of its misogyny, mainly that only women can be witches—not men—and that they’re ugly and evil.