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Witches "have a purple tinge to their eyes." They always wear square shoes because they have "no toes." And they hate the way children smell. When they do foul things -- like, say, snatch innocent babes from back alleys to do God knows what with them -- they "never get caught."

Or so, at least, says the cigar-smoking Swiss Grandma in "The Witches" (maybe it's me, but I found Grandma every bit as creepy as the movie's convocation of crones).

"The Witches" is one of the last major film projects of the late Muppet master Jim Henson and, by all odds, one of the damndest creative collaborations to hit movies since Laurence Olivier and Marilyn Monroe pretended to vamp each other in "The Prince and the Showgirl."

Henson was the executive producer. The director of "The Witches" is Nicolas Roeg, a dark and virtuosic film visionary whose movies have been steadily drifting out to the far margins of the cinematic universe. He's been past Mars and frolicking out around Neptune and Uranus for most of the '80s. (Without his English colleague Roeg as a stalking horse, David Lynch might not have been possible.)

After Roeg's altogether extraordinary early films -- "Performance," "Walkabout," "Bad Timing," "Don't Look Now," "The Man Who Fell to Earth" -- he started making such vehemently peculiar numbers as "Insignificance," "Eureka" and, the recent minor league champion of redneck hallucination, "Track 29."

To have Henson and Roeg dancing a creative pas de deux through a typically droll and macabre children's tale by Roald Dahl is a bit like Walt Disney and Luis Bunuel tripping the light fantastic through Oz.

It's a thoroughly unexpected -- and delightful -- marriage of imaginations. Unfortunately, the creative marriage spends its first half in an oh-so-careful period of adjustment. Far too much of the film seems to be a sort of nostalgic hankering for the drawing room fantasies so common in Victoriana.

It begins with Grandma's ethnographic research into witchery. After hearing it, young Luke loses his parents in a car accident. Before settling down to a quiet life in America, Luke and Grandma spend time a luxurious resort which happens to be catering to the Ruler of All Witches and her coven. They've convened to hatch a nefarious plan to turn all the world's children into mice.

Once Luke and his newfound porcine friend actually turn into mice, the movie turns into a daft and reasonably delightful mouse's-eye-view of the world. Henson and his creature shop provided the talking mice and the giant stairs and furniture; Roeg supplied the gliding, giddy camera magic.

You can understand why each would want to make films with the other. Henson has always had his dark side ("The Dark Crystal" for instance). And deep in the heart of the most immutably adult artist -- even one as perverse and peculiar as Roeg -- there often beats a passion to feed the puerile imagination in a kids' book or poem or song or painting or whatever.

If the likes of Dahl and Shel Silverstein can be clasped to the little bosoms of young readers, a grizzled old hallucinator like Roeg ought to be able to make his mark in the field.

Roeg hits his juvenile targets -- sort of. "The Witches" shares the same problem children's works have had since time immemorial: at its best, it's too good for kids. Just as Lewis Carroll's "Alice" books and Kenneth Graham's "Wind in the Willows" pass over the heads of most modern children (and, in truth, probably always did), much of "The Witches" is too dark and too sophisticated for the Reese's Pieces set.

The Ruler of All Witches -- "the most evil woman in creation" -- is played by Anjelica Huston as if she were Ilse Koch, She Wolf of the S. S. The German accent Huston wields on her witchy underlings is thick enough to ladle over sauerbraten. Such overacting from such an intelligent actress can only stem from a secretly resentful competition with stifling witch makeup. (Then again, the very idea of doing something for children has often struck some performers as a dramatic license to run amok from on high.)

At the end, her chief henchwoman turns into a sort of Good Witch Glinda without the fluty babble. Kids may be relieved but I was sorry to lose Roeg's mouse's-eye-view of the world.


The Witches


Kids vs. witches for the drawing room championship of England.

Starring Anjelica Huston. Directed by Nicolas Roeg.

Rated PG, playing at the Maple Ridge, Thruway, Eastern Hills and Hoyt's Walden Galleria theaters.

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