October's a rare month for boys
when life is simple, pure and sweet,
and the foolish youth can overlook
the wolf outside the door.

Come hear a tale of Halloween
and one October not long past.
Jim Nightshade and Will Halloway
would never be quite so young anymore...

Fury, the seller of lightning rods, foretells the coming storm
The light's on in the library, beneath the black'ning sky.
Charles Halloway sits deep inside, surrounded by his books
A serious, lonely and sad old man whose youth has passed him by.

And Jim and Will conspire to ride the carousel.
Could set their souls afire,
could send them straight to Hell...


Far away, but much too close for comfort,
Carnival's calliope is playing.
Halloway sits in the darkened library
thinking dark thoughts.

Son at home he doesn't really know:
fifty-four years seems so very old.
Throws the carnival's ad in the fire
Flames grow higher.

Long after midnight, children awake.
Journeys await them, chances to take.
Run through the streets to the carnival grounds,
hoping to ride the merry-go-round.

Three A.M. is midnight for the soul:
never is a man so close to death.
The house of temptation is at hand
Souls are damned.

What's the purpose of a life of virtue?
What you don't know certainly can hurt you.
Every step he made he second-guessed
Life of regret.

Ride's out of order, no one's around,
hardly a whisper, hardly a sound.
Thinking that they're alone, but they're not:
gloved hands encircle, now they are caught...

[The Carnival]

Late that night the boys returned,
watched the carousel spin 'round
Turning old men into young,
bringing darkness to town.

Carousel turns and turns,
years can scorch and time can burn.
Dark's accomplice, age reversed
now becomes a boy accursed.

Jim and Will stumble in
to this whirling world of sin.
Forward spins the carousel,
Cooger ages, dies and goes to hell.

Mister Dark knows at once
that the boys have seen too much.
As they call for the police,
he and the witch wait
for their plan to be unleashed.

Boys return with the law,
try to tell them what they saw.
The witch throws her voice and the old, dead man
seems to come to life again!

The ruse has worked, no one believes
the tales of what the boys have seen.
The witch locks eyes; they fear her most;
she wishes them a "short sad life for both!"


Late that night the witch takes to the sky above the town,
searching for the boys who know the secret of the carousel.
A black parade of circus freaks, and led by Mister Dark,
scours every street for the boys to drag them down to hell.

The boys have seen too much
and now their death will be their silence.
The freaks have caskets fashioned for the little boys who hid,
and Mister Dark halts the procession.
Seeing the librarian, he asks him who the boys are,
fills with rage as the old man lies.

[The Autumn People]

Late that night inside the town's old library,
circled by arcane and evil books,
scouring them for any hint of knowledge...
Charles, Jim and Will.

A father's son who doesn't know his dad.
Suddenly he wishes that he had,
as he sees that this old lonely man
could be they the only hope they have.

The Carnival has been here many times:
its history is found between the lines.
Comes by every forty years or so
since more than two hundred years ago.

They feast upon the sins and fears of men,
promise you just what you want and then
when they're through they'll steal your very soul
Entomb you in their sideshow.

And as the church bell rings, they hear the opening door.
The boys hide for their lives as Mister Dark arrives...


Temptation tearing at his soul.
To take a second chance.
To right the wrongs.
To live again.

No more regrets.
No more living as a man
too old to know his son.

Resistance: he turns the offer down.
Not willing to exchange his soul
for what he wants the most.

Mister Dark crushes Charles' hand
and tells the witch to give the man
a taste of precious death.

(Old man) Hear your breathing
(Old man) Feel your hurt
(Old man) See you're bleeding
(Old man) Stop your heart.


(Halloway) Ten lifetimes closer to death
(Somehow) Finding the courage to laugh
(Laughter) Searing in the witch's face
(Laughter) Burning her wicked soul

(Standing), knowing he's beaten her back
(Smiling), knowing the time is now
(Striding) purposefully into the street
(Knowing) that he can save them somehow.

(Mister Dark) leads the boys into the streets
(Will to be) made into a toy for freaks
(Nightshade) to be his partner for life
(After the) carnival's over tonight.

(Carnival): one last attraction to see
(Shoot the witch): gypsy who cannot die
(Mister Dark) gazes out over the crowd for a
(Volunteer): someone to give it a try.

(Halloway) calls out from deep in the crowd
(Mister Dark) cannot believe his eyes
(Halloway) his good hand picks up the gun
(To steady it) he calls for the help of his son


Far away, trapped in the mirror maze,
the whole town calls his name,
and Will awakes the spell
the dust witch placed upon his head.

Halloway: father and son, standing as one
as Mister Dark gives them the bullet and
Charles carves into a crescent moon.

Mister Dark stares at the bullet.
He doesn't yet understand
the meaning of what Charles has done,
so he lets the game proceed.

But the moon he carved isn't a moon at all:
it's his smile the bullet carries,
and this totem finds its way
to the witch's heart.

The gun cracks and the witch knows this...
and now is dead!

Chaos spreads, and Charles and Will
run to the maze to rescue Jim.
Charles walks in, confronted by reflections
of a million ancient men.

Staring back and making him older.
A lifetime full of regrets
A man who never knew his son
A man whose deeds were never done.

Halloway rises from
the hall of shattered mirrors.
He picks up his son and runs with him
across the carnival grounds.

Nightshade still upon the carousel,
Charles and Will help him down.
Another boy appears saying:
"Mister Dark's gone
and the four of us must give chase!"

Halloway looks at the strange young boy.
He sees him for what he is:
Mister Dark made younger again
by the power of the carousel.

Charles picks the boy up,
holds him close and feels his hatred.
And with grave determination,
lets his heart fill with love
for his life and his son,
and returns the boy's hate with this love,
and it courses through Dark's young body...
and he withers and dies...

As the carnival tents disappear,
the three of them spring laughing back to town.
Two boys and one middle-aged man,
no longer quite so old as he thought.

Far away but much too close for comfort.
Far away but much too close for comfort...

Lyrics submitted by Octavarium64

Something Wicked This Way Comes song meanings
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