Does anyone who saw The Secret Of NIMH as a child not associate it with being creepy? Much like The Last Unicorn, another animated children’s film from 1982, the movie’s reputation has endured largely on the basis of scaring the shit out of impressionable young minds. In a random poll taken at my office, a good two-thirds of the people who remembered the film mostly remembered it for being scary. Not specific frights, mind you; rather, it’s just a distinct sense-memory created by NIMH, like the recollection of how Christmas Eve felt as a kid, or that Grandpa smelled like discomfort in scented form. If Back To The Future brings a warm smile to your face, NIMH probably causes you to involuntarily shudder.

But why? Like a lot of us, I saw The Secret Of NIMH when I was very young, on some VHS tape that had been rented for a birthday party, or possibly supplied to terrify me into submission on a night I had a babysitter. It left me with an overall impression of morbid unease, like there was something rotten in the movie trying to get out and infect me. But I couldn’t tell you any details of the plot, save that it involved rodents and magic. And I remembered very old rats, wearing robes, and something was very wrong with them. My childish brain instinctively cringed away from the movie on a visceral level, even though I also clearly remember being fascinated by it. That repelled-but-intrigued assessment has stuck with me in the intervening decades, though I haven’t seen so much as a frame of it since that early experience. “Hurts so good” might be a useful descriptor, did it not immediately conjure up unsavory and way-too-adult intimations of romantic ecstasy that I probably don’t want to associate with anthropomorphic cartoon rodents.

It seems I’m far from alone in this evaluation. Lists of terrifying moments from children’s entertainment include scenes from the film, and it regularly gets listed on inventories of scary kid’s movies. TV Tropes provides almost a dozen sequences from the movie as being examples of “nightmare fuel.” Entertainment Weekly simply said of The Secret Of NIMH, “Why is this so scary?” And sure, upon viewing it as an adult, there are elements that can arguably be identified as scary. There’s violence, and bloodshed, and even a big spider. But watching the movie now, more than 20 years later, it’s clear none of those things were really what scared me. No, the thing that got to me—and what came immediately rushing back as soon as I began watching—was the realization that I was freaked out by the eyes. Or lack of them, rather. And while that sounds creepy, it’s actually fairly innocuous, downright silly even, in execution, seen as an adult. But good god, it obviously does the trick for kids of a certain age.

The Secret Of NIMH was the first full-length feature film from soon-to-be-iconic ’80s animation producer Don Bluth, a former Disney animator who became disillusioned with the way the legendary studio was being run during the dispiriting back half of the ’70s, when the company was entering one of its more creatively fallow periods. He quit and formed his own company, Don Bluth Productions, taking with him 11 fellow Disney animators, with the intent of reviving the classical animation style of early Disney classics. NIMH was their first feature, and despite critical goodwill, the film had middling box office, which, coupled with a subsequent industry-wide animation strike, bankrupted the fledging company. Another company, the Bluth Group, was formed the following year, and completed several arcade games, including Dragon’s Lair, before it, too, went belly up.

The reason Bluth became a recognizable brand name in animation is thanks to Steven Spielberg. The Hollywood giant agreed to produce Bluth’s next two projects, An American Tail and The Land Before Time, both wildly popular animated films that went on to have a truly disturbing number of sequels (13 direct-to-video installments and a television series in the case of the latter movie alone). Bluth had a couple more hits—All Dogs Go To Heaven, in 1989, and Anastasia (for 20th Century Fox) in 1997—but his name as a marquee symbol implying quality was mostly finished by the end of the millennium. (To put it diplomatically, his ’90s output—Rock-A-Doodle, Thumbelina, A Troll In Central Park—mostly sucked.) The Secret Of NIMH will arguably stand as his finest achievement, and definitely the one the internet likes to reference the most, usually with a “Man, that’s a fucked-up movie, right?”

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The Secret Of NIMH is actually a relatively straightforward narrative that becomes incredibly complex via the addition of weighty backstory revealed throughout the film. The actual course of events takes place over about 48 hours: Mrs. Brisby, a mouse who has just lost her husband, needs to move her family of four children out of the farmhouse field in which they reside, before the farmer destroys it (harvesting season has arrived again, and his plow will cut their home to ribbons). She goes to seek advice from a wise old owl, who tells her to contact the rats that live in the nearby rose bush, and they’ll help her move her home to the lee of the stone nearby, safe from the plow. She goes to them for help, they assist, the home is transported, roll credits.

But that description elides all the life-or-death drama, as well as the titular secret. The rats were actually part of a horrific science experiment conducted by the National Institute Of Mental Health, in which rodents were tortured. Eleven mice and 20 rats were injected with a serum that ended up giving them self-consciousness and human-like intelligence. Mrs. Brisby’s husband Jonathan, unbeknownst to his future wife, had been key in helping them all escape (the mice all died save two, sucked into the air vents of the facility), thereby earning the gratitude of the rats and explaining why so many of them are happy to help her out. During the film, it’s revealed that NIMH is planning to come and destroy the rose bush, possibly exposing or killing the rats in the process. (The people at NIMH seem very aware they accidentally unleashed a cadre of super-intelligent rats upon the world, a result that presumably would not be looked upon too kindly by, say, anyone who isn’t a mutant turtle looking to be trained in the ways of the ninja.)

There are several additional subplots that complicate this already involved premise. The first is simply that of Brisby’s sick youngest child Timothy, who has fallen ill with bad case of Introducing Stakes 101. It’s the reason she needs help—he’s unable to go outside without risking death, as we’re assured early on by the only other surviving mouse from NIMH, a bearded inventor type named Mr. Ages. Timothy’s got a common case of pneumonia, nothing that bed rest can’t fix—“But you can die from it!” Ages brightly reminds us, a happy thought indeed for all future kids who decide The Secret Of NIMH will be a great way to pass the time while they’re sick in bed with a cold.

The other major source of conflict stems from a villainous rat, Jenner, who hatches a plan to kill Nicodemus, the leader of the rats. Nicodemus knows they’ve got to move soon, as the rose bush will no longer keep them safe, but Jenner has a bold counterpoint: Ignoring all warnings and essentially saying, “Nope! Not true, I claim, based on literally nothing!” His evil scheme involves murdering one of his fellow rats so that they... won’t have to move? It’s odd, really, but mostly it’s a naked power play to assume control. And while it could be argued that the resulting climactic sword fight, in which Jenner attempts to kill Brisby but is thwarted by Justin, the captain of the guard (the rats have a baroque sense of societal organization, it seems) is a source of scares, it’s mostly just an action scenes that actually sees rat blood being shed. It’s no darker than the average Disney villain’s comeuppance.

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No, a better contender for inducing young nightmares lies in Mrs. Brisby’s trip to visit the Great Owl. Flown high into the trees neighboring the farmstead by Jeremy, a hapless and love-starved crow with the unfortunate trait of sounding like Dom DeLuise (who also provides the film’s comic relief), Brisby takes Mr. Ages’ advice to seek out the sage animal in hopes of getting an answer to her predicament. As she makes her way into his tree-bound home, invited in by his entreaties, we see a massive spider silently make its way down a thread, teeth gnashing, spittle dripping from its mouth. It’s the kind of thing that would almost certainly scare a kid—or rather it would, if the Great Owl didn’t immediately stomp it out with a humungous claw about five seconds later. Still, it’s the closest the film comes to a recognizably traditional “scare.” And really, watching the spider’s guts ooze onto the floor is pretty hardcore.

But all of this is just icing on the creepy cake that did such damage to my psyche as a child: the eyes. I wouldn’t have understood if I hadn’t watched the film again, because to adult sensibilities it just looks like a stylistic choice made to play up the mystical, otherworldly elements of two characters. But as soon as I saw them, it dawned on me what had so unsettled my mind, and it has everything to do with the way Bluth and company represent two sets of eyeballs. One is the Great Owl, but the other, much more important character, is that of Nicodemus. Nicodemus is the wizened and wizard-like rat leader, who commands an entire lair full of mystical talismans, starting with the crystal ball-esque device he uses to see anywhere he chooses, and the tactic by which the film frames the story, as we start with Nicodemus writing in his diary about the death of Brisby’s husband, Jonathan, the screen showing his weathered old hand and magical energies.

But his eyes are what get you. Rather than pupils, Nicodemus and the Owl have a yellow glow that emits from their sockets. Not yellow orbs—that would be less disturbing, as they’d still be eyes—but just a pure saturated yellow, like he’s had his insides scooped out and replaced by some strange ether. It’s a very unnerving effect, and while it holds no sway as an adult, it’s very understandable why this made me so distraught as a child. It’s like confirmation that extreme old age turns sentient beings into an ethereal other, alive but wrong somehow. Mystery solved: The Secret Of NIMH discovered a heretofore unknown way to spoon a sense of fear into a kid’s brain, like a foul-tasting pill that slowly dissolves, just leaving behind the unpleasant memory.

Oh, sure, there are other things that could freak out a young viewer. Jenner kills Nicodemus by dropping the Brisby’s concrete-block home on him; the home sinks into the water, threatening the children with a slow and painful drowning; the farm’s cat comes across like a demonic force of nature, just waiting to rip our heroes to shreds. All those elements could easily contribute to giving kids nightmares, or at least a worrying sense that home property values are at the mercy of mother nature. (That one doesn’t go away as an adult.) But ultimately, I now know what gave me the decades-long lingering sense of unease from the movie, and it’s a strangely comforting discovery.

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The film is as dark as you may remember, but it’s also aimed at a much more youthful demographic than might be expected. Jeremy’s comic stylings are very much pitched at the 6-year-old level, giving a good indication of who the target audience was intended to be at the time. The whole thing is admirably and lushly animated, with gorgeous illustrations that continually surprise. The first meeting of Brisby and Nicodemus has sequences that almost resemble a Pink Floyd laser light show, to name one example. But the dialogue skews childish, as do the relationships, making the whole enterprise a strange mixture of mature and infantile, a balancing act Bluth would return to in all his work, albeit to diminishing returns. The Secret Of NIMH is a fine legacy for the animator, however, and now that I’ve seen it again, I know the real secret: This movie isn’t scary at all past a certain age, so to achieve its staying power—much like a cigarette manufacturer—it benefits from hooking ’em while they’re young.

Also, I didn’t even get to the part where Shannen Doherty and Wil Wheaton voice two of the Brisby children. The hell is that all about?