Never known for the accessibility of his films, director Nicolas Roeg (DON'T LOOK NOW, THE MAN WHO FELL TO EARTH, INSIGNIFICANCE) here has created a wildly entertaining fairy tale. The film begins in Germany, where a little boy named Luke (Jasen Fisher) listens to bedtime stories read by his grandmother Helga (Mai Zetterling). Helga warns Luke about witches and their insidious ways. Some time after the story-telling session, Luke's parents are killed in a car accident, leaving the boy and his grandmother alone. They travel to England and, when Helga is stricken with a mild attack of diabetes, they head for a seaside resort. Coincidentally, all the witches in England arrive at the resort, summoned there by Mrs. Ernst (Anjelica Huston) for seminars on how to capture British children. While exploring the hotel, Luke stumbles upon a meeting of the witches, who are posing as conventioneers. He is stunned to see Mrs. Ernst transform herself into the frightening Grand High Witch, who announces that she's developed a magic potion that turns children into mice. When the witches discover Luke, he is forced to drink some of the potion and becomes a mouse. It's now up to Luke the mouse, together with his grandmother, to thwart the witches' heinous plans. Based on a story by Roald Dahl (source author of WILLY WONKA AND THE CHOCOLATE FACTORY, and screenwriter for CHITTY CHITTY BANG BANG), THE WITCHES weaves many classic childhood fears into its entertaining--and genuinely eerie--action. Roeg directs with his usual visual flair, notably excelling during the wondrous mouse point-of-view scenes. (These sequences feature mouse puppets designed by the late Jim Henson, who served as the film's executive producer, the last film in which he was involved before his death in 1990.) In addition to the lively visuals, THE WITCHES features sharp art direction and beautiful locations. The actors seem to be having a good time, particularly Huston, who gives a wonderfully over-the-top performance as the Grand High Witch. Zetterling, making her first appearance in a US release since THE MAN WHO FINALLY DIED in 1967, is impressive, turning in a performance that is both rich and comic, and giving the film its emotional center.