John Carpenter had a valiant idea in how to continue the "Halloween" franchise without Michael Myers. Since the boogeyman of 1978's "Halloween" and 1981's "Halloween II" had been killed off but the name-brand was still profitable, producer Carpenter proposed that a new entry in the series be made each year, every one of them a stand-alone horror story set around the Halloween season. Had it been a success, just imagine all of the different exciting and original genre pictures we could have revolving around the namesake holiday by now. Unfortunately, "Halloween III: Season of the Witch" was presumed to be directly correlated with the previous films, and audiences were none too pleased when they walked out of the theater having seen something completely different from what was expected. Ever since, "Halloween III" has been the odd man out, reviled in some circles for having nothing to do with the man in the William Shatner mask.

The hate is unwarranted, based solely around the very notion that Michael Myers is MIA. Who cares? For me, it is because of the story change-up that "Halloween III: Season of the Witch" is so memorable and noteworthy. Viewed as its own separate entity, the film is an imaginative twist on "Invasion of the Body Snatchers" (even the town where that 1956 classic is set, Santa Mira, is the same as it is here) that trades in pod people for robots. It's also pretty terrifying in its own right, based around a diabolical plot to savagely kill the majority of the country's children. Director Tommy Lee Wallace (1990's excellent Stephen King miniseries "It") proves adept at setting up a tenebrous ambience while working swimmingly with skilled director of photographer Dean Cundey, the latter's anamorphic widescreen lensing comely as ever.

Before novelty store owner Harry Grimbridge (Al Berry) is brutally slain in the hospital by a suited man who promptly blows himself up in the outside parking lot, he forebodingly gasps to Dr. Daniel Challis (Tom Atkins), "They're gonna kill us all," while clinging to a Halloween mask. Haunted by what he might have meant, Daniel accompanies Harry's beautiful daughter, Ellie (Stacey Nelkin), to the Northern California town of Santa Mira in the hopes of figuring out who is behind his death. Home of the Silver Shamrock factory where the masks are produced, Santa Mira is a strange place, indeed, seemingly run by factory owner Conal Cochran (Dan O'Herlihy) and placed under a strict curfew at nightfall. When Daniel and Ellie, posing as a married couple, get too snoopy, they are put into immediate danger as Halloween draws near and Cochran's plan is set into motion.

"Two more days 'til Halloween, Halloween, Halloween. Two more days 'til Halloween, Silver Shamrock!" Utter that line in a sing-song voice and it's a safe bet that it will sound familiar. This tune, repeated numerous times throughout "Halloween III: Season of the Witch," is the kind of infectious ditty that gets stuck in your head and stays there. It may be used as an upbeat jingle for radio spots and commercials, but it is also a harbinger of evil, its irresistible catchiness meant to draw children in and latch onto them. As Daniel and Ellie investigate the Silver Shamrock corporation and later are captured, Cochran's full scope of madness is little by little revealed, culminating in the most unsettling of set-pieces. An unsuspecting family—Buddy Kupfer (Ralph Strait), biggest seller of Cochran's masks; wife Betty (Jadeen Barbor), and son Buddy Jr. (Bradley Schachter)—are closed in a testing room. As Buddy and Betty gab away on the couch, they do not instantly realize that Little Buddy, wearing one of the Silver Shamrock masks as he watches the flashing "magic pumpkin" on the TV set, has collapsed to the floor. Suddenly, bugs and snakes escape from the orifices of the mask, subsequently killing the rest of the trapped family members. Grim and squirm-inducing, this no-holds-barred sequence elicits the unadulterated terror of watching an entire innocent family destroyed in a matter of about a minute.

As Daniel attempts to escape from the factory of mechanical horrors around him and rescue imperiled Ellie, the clock ticks down to the moment of truth—"the big giveaway at 9!"—while day turns to dusk and kids across the U.S. are shown picking up last-minute Silver Shamrock masks and trick-or-treating in their neighborhoods. None of them, of course, have any idea of the calamity about to befall them, and Daniel isn't so sure he will be able to stop the airings even if he does get to a telephone in time. Director Tommy Lee Wallace takes advantage of his locations, particularly the dusty, eerie town of Santa Mira and the Silver Shamrock factory, creating a similar but fresh seasonal atmosphere that goes against the usual Haddonfield setting. The music score by John Carpenter and Alan Howarth is deep, rich and layered, while also casting a pall of ominous threat over the proceedings. Its electronic sounds are particularly suitable for the sci-fi plot at hand, as well as over the opening credits sequence, as an image of a jack-o'-lantern is constructed on a computer screen.

The story, meanwhile, is more mature, revolving around adult characters and a vast conspiracy rather than teens and a killer with a butcher knife. The screenplay, also by Wallace (Nigel Kneale had an uncredited hand in its development), isn't always a beacon of airtight construction, however. A subplot connecting Cochran's scheme with a missing rock from Stonehenge is brought up and left dangling, while the film doesn't take into account the time zone differences that would put a snarl in his plan to simultaneously kill children from coast to coast. Discrepancies such as this are easily overlooked since, on the basis of its genre, the heightened emotions it works up, and the ambitions of its makers, the film is arguably the second-best in the "Halloween" series (following the Carpenter original). As protagonists Daniel and Ellie, Tom Atkins (1980's "The Fog") and the disarmingly voiced Stacey Nelkin are accessible and believable, the kind of people the viewer doesn't mind following for a couple hours. Though their relationship is hastily set up—they hop into the sack awful quickly once reaching Santa Mira—it comes to mean something by the end when one of them is taken away from the other, never to return. Garn Stephens also makes an impression as the personable, ill-fated Marge Guttman, who has come to town to pick up an order of masks, and Nancy Kyes (formerly Loomis) shows up as Daniel's ex-wife Linda. It's interesting to consider that Kyes' character of Annie Brackett was killed in the first "Halloween," and yet the actress still managed to appear in the next two sequels.

In a bleak but appreciable turn from the norm, "Halloween III: Season of the Witch" concludes with the suggestion that Daniel's adversity against Cochran and the Silver Shamrock brand is too much for a single person to stop. The final scene, open-ended but obvious what is to happen next, is a disturbing denouement worthy of the "Halloween" moniker. It is high time for viewers with a hang-up to reevaluate the pleasures that "Halloween III: Season of the Witch" has to offer. Michael Myers may only have a cameo—the first "Halloween" is seen advertising on a television—but he is replaced with an invigorating new narrative just as intriguing. Had the film been successful (and it deserved to be), Michael Myers wouldn't have been driven into the ground in lesser sequels and the anthology version of the series might still be going strong. If only.