Phantasm III: Lord of the Dead (1994)

Welcome back to Phantasm Sequels Month here at B-Movie Enema!

Phantasm II, to put it mildly, didn’t perform as well as hoped. Sure, it brought in a little more than double its budget. That’s not bad, but it was hard to necessarily say Universal was all that happy. Goddammit, they wanted a franchise like those Jasons and Freddys.

However, Universal still had a little bit of a hold on the franchise. It would go on to distribute the next film, and this week’s featured entry, Phantasm III: Lord of the Dead on VHS. Things get a little sideways here though. Phantasm III played a very limited, couple week run in movie havens Baton Rouge, Louisiana and St. Louis, Missouri. That may feel like places out in the middle of no-frickin’-where for a movie to get a limited, two-week release, and you’d be right.

It also saw Phantasm III become the highest grossing movie of that two-week run in both markets.

Okay, so you’d think Universal would see that incredible gross and think, “Hey! Let’s release it all over the place!” Nope. Universal and Don Coscarelli did not get along, so they refused to distribute the film further – or so the story goes. So, it was to video for the movie. That’s not the worst thing that could have happened to this movie. Horror was a HUGE business for video stores. I know because I worked at one from 1995 to the end of the decade. Horror rents, baby! And when you have brand recognition, stores weren’t likely to buy just one copy. I remember renting this when it hit VHS and woo boy does it get a little heady during the course of these next 91 minutes.

Alright, so let’s catch up a few things… Phantasm in 1979 was about a boy, Mike, whose parents have died and is being taken care of by his older brother, Jody. Jody is not really wanting to stick around town anymore, and Mike is terrified of losing his cool big bro. On top of that, one of Jody’s high school buddies died and this kicks off a strange series of events where the funeral home director, nicknamed the Tall Man, has been taking the bodies of the dead, squishing them down into dwarves, using them for slave labor, and then sending them to some bizarre dimension/other planet that the Tall Man is from. Jody dies of an apparent car accident, but Mike believes, despite family friend Reggie believing otherwise, that the Tall Man got him.

Then, seven or eight years later, Mike gets out of a mental institution having been committed for these wild stories of little monsters and a giant scary funeral home guy that may or may not really be part of his imagination. After Reggie’s family is killed under very strange circumstances, he and Mike decide they need to kill the Tall Man before he destroys even more small towns – which he’s already started carving a path of death across the Pacific Northwest. Mike connects with a girl, Liz, who he has a psychic connection to, and it seems as though they killed the Tall Man, only to discover that, no, they did not.

And there we have it. After Phantasm tackled the concept of loss when you’re a little too young to have the faculties to actually deal with it in a healthy or proper way, Phantasm II took a break from the heavy concepts and focused more on just being a sequel. Let’s jump into Phantasm III: Lord of the Dead. We’ll see some more things start to present themselves as ideas, concepts, and themes in this movie all the way to the end of the series.

Buckle up, because things are about to get bumpy with the franchise.

As is the case with the last entry, we start with a tiny bit of a recap. Remember, this is six years after a movie that was already nine years on from the first. We might need this recap. This movie does bring back A. Michael Baldwin to play Mike as well as Jody original actor, Bill Thornbury. We’ll get there as to how he’s around. Don’t worry.

As the movie puts a final bow on the recap, we see how the Tall Man returned. He melted in yellow goo last time, right? Well, a new version of him emerged from the tuning forks and tossed the dead version of himself away. That’s all there is to it. Now, we see Reggie getting tossed out the hearse and Phantasm III begins properly. Reggie watches as that hearse drives off and explodes.

It’s kind of interesting to see Baldwin inserted back into the ending scene of the previous movie. It’s even cooler that, after six years, Paula Irvine, the young lady who played Liz was also back. Neat-o. Adding a new character to the mix of heroes. That’s awesome. Nice to have some new blood in there, right? Anyway, so Reggie runs over to where the explosion was and finds some of the dwarves and then he finds Liz who surely will… help… him find… Mike…

Oh. Well. I guess Liz is no longer a thing.

Reggie is able to find Mike. Interestingly, the people making this movie realized that the bitchin’ four-barreled, sawed-off shotgun from the first movie was pretty damn cool because they brought it back. Reggie uses it to blow a bunch of dwarves up in a tree. That’s some Olympian level of shooting there.

To get free from the Tall Man and his army of dwarves, Reggie threatens to blow Mike and himself up with a grenade. The Tall Man does not want Mike in pieces. He has other plans for him. The Tall Man decides to play the long game. He backs off and tells Reggie to take care of Mike. Mike is comatose in the hospital for two years.

While the movie waits for him to awaken, there’s a new element added to a familiar item in the franchise. We have a scene in which the Tall Man is, indeed, biding his time. He has one of the balls in his hand and he opens it to reveal a tiny little brain inside it. Until that one ball was able to melt and explode through doors in the previous entry, I always compared them to Daleks on Doctor Who. It seemed like doors might be a problem for them. In other words, you have something infinitely powerful, formidable, and cool. However, an every day something could be an impasse for that very cool thing. Now, the revelation of a brain inside the balls makes it seem that much more like a Dalek.

At the hospital, Mike is having a dream inside his coma. It’s clear that his body is completely shutting down and he’s dying. The nurse on duty looking after him wants him to give in and die. However, when he wakes up, she’s gone full demon and is going to cut him up. Reggie comes in shortly after Mike stabbed the demon nurse with something and she spits yellow blood goo all over Reggie. When she finally collapses, her head opens up revealing a ball inside her head. It flies around and sticks an eyeball out of the inside and looks Mike over before flying through the window and away. Reggie immediately decides to discharge Mike on his own and they take off.

While Mike was flopping about as if he’s going to die, he seemed to be heading for “the light”. On his way to the hereafter, he’s intercepted by Jody who tells him that it’s not his time. He’s not with these other people, and he needs to go back to Earth. Now, at Reggie’s before they leave, they hear a noise and find that Jody is in the living room. He tells Mike he can’t stay long but he and Reggie need to get as far away as possible. Jody makes a point he does not want Mike to end up like him. When a glowing light and a gusty wind come, The Tall Man arrives. Jody turns into a ball and is able to communicate with Mike, but Reggie can’t hear what he’s saying.

When the Tall Man comes in, Ball Jody tries to protect them, but the Tall Man is able to give him a stare that makes the ball glow red and become inert. It’s still trying to communicate with Reggie after he comes to from being knocked out by the Tall Man, but it’s hard for the time being. Mike is taken and Reggie hits the road with Ball Jody in the Hemicuda.

The ‘Cuda is a character of its own in these movies. The thing gets messed up pretty often, but it never seems to stay gone forever. Also, I think it’s pretty funny that technically this is Mike’s car. It belonged Jody. Jody died. It belongs to Mike. Sure Mike drives it here and there, but Reggie kept that thing for his own.

Reggie goes to a town called Holtsville just inside the Idaho state line. When he stopped for gas, the old man there, who sits outside his gas station with a baseball bat I might add, said that he wouldn’t want to go to that town. Sure enough, when he gets there, the town’s population has been scratched out and “0” is put in its place. When he gets into the main strip, it’s basically a ghost town.

There, he meets a lady in a sexy outfit that you suspect Reggie wants to fuck. She’s digging through a car and finds a gun and nearly kills them both with it. I guess it’s a good thing she’s kinda hot because Reggie would have none of her shit.

This is Edna. She’s part of a trio of looters. The two men, Rufus and Henry, knock Reggie out and dump him in the trunk of the Hemicuda and steal it. They go to a big house in this town and plan to loot it as they have other places in the town. When they get inside, they spring a trap set up by a little kid. It’s like Home Alone meets Phantasm. The kid pulls out a tomahawk and uses it to get out of Henry’s hold and then throws it at Rufus, but he dodges it and it lodges itself right into Edna’s face, killing her. He then kills Rufus with a frisbee lined with razor blades that slits his throat. He then traps Henry in a hole in the ground and just shoots him.

The little boy’s name is Tim. He lets Reggie out of the trunk and tells him about how the Tall Man came and took his parents and then the rest of the town. The next morning, the three looters’ graves are empty. Tim knows that the Tall Man’s little goons got them and will reanimate them too. Reggie decides it’s high time for him to get out there and begrudgingly takes the kid with him.

Along the way, Tim finds the Ball Jody in with his things in the car. Reggie mentions that it is indeed one of those sphere things, but that it turned to “our” side. Tim finds a picture Reggie has of his deceased wife and daughter that blowed up in the previous installment. By happenstance, some distance out of town, they pass a small house on the side of the road. A woman there is now taking care of the orphans from Holtsville. There are several kids here. Does she not ask questions about why there are so many orphans from there? Or does she know and just takes care of the kids and tries to forget that, yeah, an inter-dimensional demon of sorts wiped out some towns not too far away?

Now, I know that Don Coscarelli was heavily influenced by Italian horror of the 70s, but see what I mean with things being a little goofy with timeline, understanding the world around you, and whether or not things are actually real? Again, this could all be metaphorical, right? The Tall Man is Death, and he could come in many forms. Maybe there was a disease in that town or some other thing like that which is NOT an inter-dimensional monster rampaging through the PNW. Of course, that doesn’t necessarily jibe with other characters having accounts of the Tall Man and his little minions. Of course, this could all be biblical too. I have a more direct metaphor, but we’ll get there when we get there.

Let’s move on.

Reggie empties his wallet to the lady running the overrun orphanage. Lil’ Tim sees that and knows what’s what. Reggie wants to leave him behind. Reggie tries to take off quietly and quickly, but Tim’s no dummy. He has already stowed away in the trunk.

Reggie goes back to Holtsville and to the cemetery in particular. He’s got his four-barreled, sawed-off shotgun and he’s ready to fuck up some Tall Mans! When he goes inside, it’s pretty messy and kind of looks like maybe he’s a little late to the party. Reggie gets attacked by a sphere and he’s able to knock it kind of silly with a door so it just warbles around. But before he can blow it up, he’s hogtied by two tough ass black ladies.

Rocky (L) and Tanesha (R)

The sphere regains its balance and comes back around for another go at some brain drillin’s. Tanesha is pretty. She’s not exactly smart. She just stands there and the sphere kills her. Rocky, a little more of a bad ass, attempts to beat the sphere up with nunchucks. However, Tim is a pretty good shot and blows the sphere out of the air.

Again, and I’m starting to sound like a broken record around here, neither Rocky nor Tanesha knows what’s going on. Apparently Rocky is from this rural town in Idaho (I’m not too sure about that, but whatever). She says her family just disappeared one day. Uh… Don’t think it’s weird that EVERYone disappeared? Anyway, Tanesha stood still despite both Rocky and Reggie telling her to move and took that ball to the face. I’m telling you this is metaphorical to something. I dunno for sure what, but it has to be. People can’t be THIS stupid to so much death.

The movies are still fun though.

You’d think that Rocky is now joining Reggie and Tim, and you’d be right that she will eventually join them after initially saying she wouldn’t. Also, at some point, Reggie took the top off the ‘Cuda. We didn’t see him do that. When did that happen? Anyway, that night, Reggie is pretty lost. However, Tim realizes that if he just asks Ball Jody, he will guide them on which direction to go. As it turns out, the next small town on the map is home to the largest gothic mausoleum in that area of the country.

“You wanna go there? I don’t wanna go there. Spooky shit there!”

Another thing I like about these two sequels so far is the spatial distance between towns. They drive through the tiny bit part of the Idaho right? That would probably take an hour? Here, it takes like three days. This is truly hell if it would take that long to get through that small of a part of a state.

They bed down outside Bolton where they are going to see that giant mausoleum. Of course, Reggie gets a single room with a queen sized bed to try to put the moves on Rocky. He is seriously, maybe even terminally, horny. Oh, and Tim? Reggie tells him to sleep out in the car.

I should point out that the hotel clerk checking him in mentioned that Bolton is a dead town. There was a sheep plague that wiped out the farmers’ livestock and that it also caught onto some of the people too. Again, he’s told not to go there because there’s nothing left. He was told that earlier. Again, lost, with a map, Reggie has to wait to see a line of hearses to follow them to Bolton. They are nearly attacked by a couple of the Tall Man’s gas mask-wearin’ gravediggers.

The trio is forced to leave the town and camp out in the wilderness. As they sleep, Ball Jody tries to talk to Reggie. He’s having a dream about fuckin’ Rocky. But like in a room and not outside where they are. Is Jody giving him this dream or is he reading this from Jody? Either which way, Jody’s in the room with them to talk about some stuff while he’s plowing Rocky. Reggie is a little busy, but Jody needs him to actually listen to what the fuck he’s saying. He leaves the dream hotel room and ends up out in what looks like the Salt Flats. Jody tells him he’s gotta get Mike now.

Jody gives Reggie a way to travel right to Mike using a pair of tuning forks.

Question… Is this in the real world? Because Reggie is asleep. And we’ve not seen Jody in the “flesh” for some time. We do see that the Tall Man has Mike in a small cell. Mike asks to be let out, but the Tall Man only says that he knows how to get out – by using his brain. Maybe we’re only supposed to see where Mike is? Maybe it’s not meant to be literal that they are there to bust him out? Or maybe it is?

Ah… fuck it. It is what it is. These movies are not really designed to make any sense. Yes, there are themes at play, even if it is a bit slip-shot on how they play those themes out in the movie itself. There are things you can infer, but all of this is meant to be a nightmare or just some sort of weird metaphysical trip through a stream of consciousness. If you squint, everything will make enough sense, but otherwise, it’s a series made up of scenes of stuff that you kind of just have fun with. That’s it.

When Reggie and Ball Jody then try to bust Mike out, they are caught by the Tall Man who turns Ball Jody back into a… uh, Ball Ball. Mike and Reggie run away, but then Reggie wakes up and Jody is there with another ball to give Mike a pair of tuning forks so he can come to the campsite. Then Reggie has to do the thing he did in the first movie where he puts his hands on both of the poles to take away the power of the forks. As he did that, the Tall Man was trying to come through and had his hands sticking out. This cuts his hands off.

And we all know from the first movie that appendages cut off of the Tall Man turn into monsters.

One crawls up on Reggie’s head. One crawls up his pants. Poor Reggie. At least Rocky is there to stab the one in his pants.

Just when I was sitting here thinking, “Wait a minute… Do we actually ever see the three goons from the other town that Tim killed earlier? Ol’ Goofball, Scuzzbucket, and Hatchet Face?” it turns out that I had a hole in my memory that couldn’t quite recollect whether or not they show back up again in this movie. I didn’t have to wait too long because they get in on the chase as Reggie, Mike, Tim, and Rocky flee from the campsite.

One of the reasons why this is probably my least favorite entry is that I feel like the whole thing with the Tall Man loses its thread within these 90 minutes. First, He wants Mike for something. He was more than happy to try to kill him previously. Shit… Even at the beginning of this movie that demon/zombie nurse thing was more than happy to have him die so she can cut him up and stuff. But then, he’s creating zombies now. Just straight up zombies. Yeah, he kinda did that in the last one, right? With Liz’s grandpa? But here, these are just goofball zombies. The hot babe now looks like she has a vagina on her face, but that’s neither here nor there.

We’ve started introducing more facets to the Tall Man that is unnecessary. Zombies to do hench work. We’ve got those gravediggers with the gas masks. Those guys are almost like video game mini-bosses. Call me silly, but I just like the Tall Man, the spheres, and the dwarves. Those dwarves are just condensed people who still have all their mass and weight, right? Those guys aren’t easy to deal with unless you have a four-barreled, sawed-off shotgun or a house to blow up. But even the spheres are getting a little weird now with them having brains inside them and they can revolt against the Tall Man… Those should just be weapons. That’s it.

I already said earlier that this is mostly just a collection of fun horror scenes. Sometimes it’s a slasher. Sometimes we’ve got a zombie movie. Sometimes it’s supernatural. I know… I know. But this movie is kind of throwing a lot at the wall and spun the wheels on the ‘Cuda a bit too much with some of the earlier scenes. Though, I would say some of the scenes with Reggie first going out searching for Mike were the best because of the atmospheric nature was recaptured from the last movie with the dead towns.

But let’s get into this final act.

Ol’ Hatchet Face becomes the most formidable of this goon squad. She jumps out and tries to eat Reggie. Then Mike shoots her and she falls, in pieces, under the other two goons’ car and they run over her. The two guys have a good laugh about it because I guess the Tall Man likes goofy zombies. They then run into a big rock that flips them over and makes them explode. So almost as soon as they show up, they are dealt with.

Mike suggests they go to that town with the big giant mortuary and actually stay there. Rocky agrees – it’s the last place the Tall Man would look. I would also say it’s agreeable because it’s a way to get everyone to the final destination of the movie’s climax. Inside the mortuary, there’s a big cryogenic vat for… cryogenic freezing of people? I think this movie now exists in the Demolition Man universe.

Interestingly, I think it is true that, after Mike remembers that the Tall Man doesn’t like cold, and reveals that to Reggie, this is all news to Reggie. Mike remembered that scene from the first movie that showed him react to Reggie’s open ice cream truck. So, yeah, I’m not sure he ever actually told Jody. I don’t think they ever did ANYthing with that knowledge previously.

Mike sleeps and asks Ball Jody to teach him about the Tall Man. We see how he compacts people down into the dwarves, but, in doing so, removes the brains. The dwarves become drones. The brains are placed into the spheres, making their minds into killers. Okay. I can maybe understand that, but… Yup, I gotta fact check this shit too. Remember in the last movie Liz’s grandma got shrunk down after the Tall Man killed her. She called out for Liz which revealed that it was, indeed, granny. Had he not yet put her brain into a sphere? More accurately, was it just something that came along in the creative process trying to answer, “So… what’s with these fuckin’ balls?”

Not everything requires an explanation.

As Reggie sleeps, Ol’ Hatchet Face comes back and gives him some zombie head. I figured she’d be in some pretty bad shape after getting shot, and then run over, and then I dunno… She probably also get a little bit of blown up because why not? Anyway, so those goon zombies (goonbies?) are back and giving everyone problems. In the dream world where Mike is learning about the Tall Man, he gets the feeling that Mike is there. Sure enough, he shows Mike that he’s got a lot of balls.

C’mon… had to use that joke at some point this month.

When Mike wakes up, the Tall Man is there to welcome him “home”. He says some Star Wars, Emperor Palpatine style stuff like “your journey is now complete” to Mike. He seemingly takes control again of the Ball Jody and makes him heel like a dog. The two guy zombies bring Tim in on a stretcher. The Tall Man takes Tim off where he says he has plans for him for later. Meanwhile, he’s going to do whatever he plans to do with Mike.

I really don’t understand what the Tall Man wants with Mike. I know what he wants next movie, but here? Does he want another sphere? Is he supposed to be like a super version of one of the Tall Man’s goons? Whatever it is, it has something to do with a pretty gnarly looking drill/cutter thing.

Elsewhere, Rocky takes care of Hatchet Face. Goofball and Scuzzbucket mostly go after Tim. Tim uses Ball Jody on Scuzzbucket and Reggie blows Goofball away with the four-barreled, sawed-off shotgun. They get to Mike in what appears to be just in time before the Tall Man cuts his head open. They use the cryogenic stuff, to run him through like a spear and then push him into the freezer. A golden ball flies out of his head and chases after Tim and Rocky.

Mike, meanwhile, has realized he’s bleeding yellow like the Tall Man and his ilk.

Yeah, so Mike now has one of those golden spheres in his head like the Tall Man has. So… Okay. How do we interpret this? The Tall Man, I think, sees Mike as something of an equal. Basically, he’s making Mike into something like he is. I’m not sure if it was to replace him or for them to do more work on this plane.

Anyway, this doesn’t sit well with Mike. He runs off. Reggie follows, but Mike says Reggie needs to stay away from him. Jody comes along and simply tells Reggie that he’ll talk to him again soon, but departs with the insight that seeing is believing, but it’s going to take a little more time for Reggie to understand.

Rocky, understandably, is over this zombie killing shit, decides to leave and go her own way. Reggie and Tim go back inside the mausoleum to search for answers. I’d personally leave with Rocky. I don’t want to be anywhere the Tall Man was. Anyway, previously, Mike had a very important message for Tim to pass along to Reggie. What was it…? What did he mean by “there was thousands of them?”

Oh yeah… BALLS.

So yeah, Tim discovers that the cryogenic tank they stuffed the Tall Man’s sphere into has been dumped over. Reggie’s suspended by a bunch of spheres ready to dig into him, and Tim, well, Tim’s planning on using the revolver to try to do something, but Reggie tells him it’s over. The Tall Man, now reconstituted, says it’s never over. Then something jumps through a pane of glass that wasn’t there before and grabs Tim and the movie ends.

This is easily my least favorite entry in the series. I think I’ve made my point with how it meanders and loses its path. However, I DO want to try to figure out what this movie was attempting. I think there are two things that you might be able to say we can try to find our meanings for Phantasm III: Lord of the Dead.

The first thing I think of is there’s an obvious expectation for legacy. Mike is being hunted by the Tall Man. He wants to make Mike into something like he is. That’s possibly some allusion to how generations will foist responsibility onto the younger ones to carry on a family tradition or a family business. Farmers expect their sons to be farmers. Furniture makers want to hand the store over to their kids. This is usually in direct opposition to what that younger generation wants. The Tall Man is handing over the weirdo inter-dimensional undertaking business to the only person who plays a good game against him – Mike.


How about this one? The early part of the movie had all these small towns, like last entry, that were small, dead, and easy to not really be noticed that it has died. These movies NEVER take place in cities – at least to this point. There’s something here to say about dying and aging small towns that are fading away. Reggie brought up how some towns die and some get murdered (that was from the last movie, but it’s a lot more widespread now). Modernity has often been one of the reasons to blame the loss of Main Street in small towns. The Tall Man could be represented in that way too. He’s sweeping through and destroying those old towns where people like Rocky came from. She returns home after living in the more modern, hustling, and bustling world to find her home town so changed, it’s gone.


The point I’m getting to is that there are ideas here. The movie itself is a little messy and it feels like two different movies crammed together between the first half and the back half. Yet, you can’t help but notice that the Tall Man only attacks small towns. He only seems to stay off the beaten path, and he’s in a part of the country that he could go for almost 1500 miles before he run into anyone who might notice what he’s up to. I think some of these last two movies have a tad bit of reference to small towns and times passing them by. So it’s tackling the concept of death in a different way, on a macro scale.

If the first movie was how one kid tries to reconcile the concept of death of people close to him, that’s the micro level which concerns Mike, the individual. When you pull back and look at the macro level, it’s a societal and cultural death. And, yeah, I guess balls and zombies and shit too.

I dunno man… It’s really the next to that have a lot more deeper concepts as the movies get a lot more complicated in terms of storytelling. I guess we should just look toward that instead of trying to figure out how to extend this week’s article. So, yeah, come back next week for the fourth entry, Phantasm: OblIVion. Yeah, I spelled that right. The IV is in the subtitle. Anyway, that will be coming your way next Friday. Tomorrow, come by here to check out the eleventh episode of the third season of B-Movie Enema: The Series where Nurse Disembaudee and I will be watching Bad Georgia Road. To find out when that will happen, just go to the top of the column on the right side of this very screen and see all the links and places to follow B-Movie Enema on social media and video sites.

In the meantime, if you have an infestation of inter-dimensional dwarves in your trees? Call Reggie’s Dwarf Exterminators!

They’ll come solve your problem day or night!

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