It’s 2:59 a.m., sometime close to 1997. As a 10-year-old book nerd, I’ve seen the 1983 Disney film Something Wicked This Way Comes after reading the Ray Bradbury book in a quest to get to know older fiction long before it would be a homework assignment in high school. As a consequence of my never-satiated curiosity, I’ve been lying awake for hours, trying to decide if I definitely need to fall asleep by the haunted hour of 3 a.m., or if I need to stay awake to see what happens next. I blame The Train.

In the book and movie, a mysterious train brings a freaky, dark, and twisted carnival show to town in a Midwestern city much like the one I grew up in. I could almost recite the lines keeping me awake by heart:

“Three in the morning, the soul’s midnight. The time when men die, when sleep is deepest, when ghosts possess their lives. The time when you wake and stare at the ceiling, and all your fears, all your regrets, come out to play.”

As a parent, I noticed that, as of earlier this month, my kids can stream this same PG-rated movie on Disney+. It's the first time Disney has made the movie available to stream digitally. Before that, it wasn’t even that easy to own on VHS or DVD. I got it as a random grab from our local Blockbuster (RIP!), which my mom and I visited every Friday afternoon ahead of the weekend. She must have easily approved it after I told her her it’s the same as the book I read, which I frequently looked for in a movie, to which I doubt she’d have given a second thought. After all, what Disney movie was really ever downright terrifying to kids?

In the film, two boys are intent on finding out the secret of the carnival, run by Mr. Dark. He preys on people’s deepest wishes, fears, and anxieties, from rooms full of spiders to losing beauty to aging. The irony is that when their wishes are revealed and granted, it’s always with a screwed up twist, such as a woman who wanted to be young and beautiful and got her wish but was now blind and couldn’t witness it. Too young to fully grasp the deeper lessons of the film, all I really left with was a straight terror of 3 a.m., and the unsettling assurance that there’s something wrong with our deepest wishes. Looking back, it’s clear I was simply too young for both the book and the movie.

While the plot points and jump scares of the movie faded into my childhood, that fascination that 3 a.m. is when supernatural happenings take place persisted. In college, while my friends partied deep into the night, I made a point to head home long before that hour, but never really knew why until this movie resurfaced again. Who knows—maybe I even avoided some trouble with that knowledge.

Now, as a mom of 5, I walk the line of protecting my kids from spooky stuff that they don’t need deeply lodged in their psyche for the rest of their lives, while also trying to allow them the freedom to explore film, books, and art as their interests draw them towards it. I recognize some of my kids have more capacity for getting spooked, and looking deeper into what’s in the “darkness” than I did as a sensitive young girl, while others might also find themselves up at 2:59 waiting to hear a carnival train whistle…and wondering what’s out there.

So, in the spirit of letting cool spooky things be spooky, while also not terrifying another generation, here’s a cheat sheet for parents looking to watch the film with their kids. Not feeling the creepy carnival? I get it. Check out the best Halloween movies for kids instead, or simply one of the best all-time kids' movies.