The Tall Man Has Been Expecting You :
A Cutting Room Floor Retrospective Look At The Phantasm Trilogy
by Sean Murphy

Editor's Note : This article was going to be published in the third issue of Video Junkie Magazine but that issue never actually happened. It is presented here for the first time.

Are your dreams invaded by a sinister Tall Man and his trademark flying silver spheres of drilling death? If you caught the film PHANTASM when it was released in 1979, you might be one of these people. PHANTASM was a low budget horror film that did very well at the time because of its originality and inventiveness and has subsequently spawned two sequels.

The three films in the trilogy follow the exploits of Mike (Played by Michael Baldwin in PHANTASM and PHANTASM : LORD OF THE DEAD and James LeGros in PHANTASM II) and Reggie (Reggie Banister) as they try to defeat the sinister Tall Man (Angus Scrimm) and thwart his attempts to harvest dead bodies for a slave labor force on his world. The bodies he steals are crushed down to dwarf size (to better handle the high gravity on the Tall Man's world?) and reanimated with a yellow fluid. The tiny brains of the crushed dead bodies are placed inside the silver spheres that the Tall Man uses for observation and protection. Each sphere has a different function and ability to kill : some have drills to bore into a victim's head while others have twirling saw blades. There are also gold spheres that seem to have a higher purpose since both the Tall Man and Mike have such spheres inside their heads.

The first film begins with the parent-less Mike fearing that his older brother Jody (Played by Bill Thornbury, who later reprises his role in the third film) will leave him. While Jody and Reggie attend the funeral of a friend (who was killed by the Lady in Lavender (Kathy Lester) who is really the Tall Man in the form of a woman), Mike watches from a distance and later sees the Tall Man take the casket from the grave. As he investigates further, Mike barely escapes the silver sphere when it instead kills one of the Tall Man's henchmen by drilling into his head. Mike is only able to convince Jody that something is up when he cuts off one of the Tall Man's fingers and shows the still moving appendage to his brother. When the finger turns into a giant fly-like creature, they know they are dealing with something beyond their grasp and that it must be destroyed. The Tall Man works out of a mortuary and here they discover the "space gate" that he uses to ship the compacted, reanimated bodies to his world. Jody and Mike eventually trick the Tall Man into falling down a long mine shaft which they quickly fill with an avalanche of rocks. As the film winds down, we discover that everything we've already seen may have just been a dream that Mike had after his brother's tragic death in a car crash. As Reggie tries to comfort Mike and promises to take care of him like a brother, they decide to hit the road for a change of scenery. Mike goes upstairs to pack and the Tall Man reappears. Mike is pulled through a mirror while the dwarves grunt on the other side and the film suddenly ends. This shock ending is a staple of the sequels as well.

The original PHANTASM runs 88 minutes and 24 seconds and was obviously a labor of love. The special edition laser disc is a fitting tribute to the film and its creators and gives us a lot of material to digest including; interviews shot at the time the film was released, audio commentary by the director Don Coscarelli and the actors Michael Baldwin, Bill Thornbury and Angus Scrimm, still photos, a movie trailer, behind the scenes footage, and TV commercials. Also included is some deleted footage (5 minutes and 33 seconds worth) that would have taken place sometime after Mike sees the Tall Man in the cemetery at the funeral for Jody's friend.

Mike runs up to Jody who is playing guitar on a porch. Mike tries to explain what he has seen of the Tall Man and Jody makes fun of him, then decides to get his little brother drunk. We see them again at night time, still on the porch, drinking Mexican beers. They get in the Cuda and drive while Mike sings in the passenger seat. Eventually they arrive at an ice cream store where they find Reggie playing his guitar and a waitress. Mike takes a piss outside and then Reggie and Jody sing a song. Reggie and Mike have a food fight and when Mike is 'killed' by Reggie's seltzer bottle, they cover him with ice cream and eat it off his chest. This scene is followed the next day when Jody is at work, dressed in a suit, talking to his girlfriend about getting his brother drunk the night before. The scene ends with Jody kissing her.

Cutting this footage from the film was a wise move. None of the events shown in the deleted footage advance the story at all and the sequence where Mike tries to convince Jody that something is going on is particularly hokey.

Viewing PHANTASM a second time helps to bring out all of the qualities of the film that the fans love; the Tall Man and his Spheres, Mike and his desperate attempts to keep his brother from leaving him and, of course, Reggie the ice cream man for just being Reggie. The originality and inventiveness of PHANTASM helped to overcome some of the poorer acting and it's very easy to see why this film has the cult following that it does.

In PHANTASM II (1988) we discover that the Tall Man has been moving across the country in the eight years since the events of the first film and destroying towns as he goes. The film opens with a new character named Liz (Played by Paula Irvine) who has dreamed about Mike, Reggie and the Tall Man although she has never met them. In her dream, after Mike was pulled through the mirror (from the end of the first PHANTASM), Reggie has to fight with the dwarves, avoid the Tall Man and eventually blow up his house in order to save Mike. As it turns out, all of Liz's dream, although it seems real, never happened. Instead, Mike has been in a mental hospital for eight years because everyone thinks that the Tall Man is all in his head. When Mike is released, he is only able to convince Reggie that the Tall Man is real when he knows that Reggie's family and home will be blown up (for real this time) moments before it happens. Mike and Reggie set out to kill the Tall Man and save Liz, who Mike has been dreaming about while at the hospital. As it turns out, Mike and Liz share an unexplained connection through their dreams that make them a threat to the Tall Man. What makes them special is never really explained although the reason is hinted at in PHANTASM III when it is discovered that Mike (and, by extrapolating the available evidence, Liz as well) has a gold sphere in his head just like the Tall Man. Another new character named Camy (Samatha Phillips) harkens back to the Lady in Lavender from the first film and plays Reggie's love interest. There's also a priest named Father Meyers (Kenneth Tigar) who tries to take on the Tall Man himself and ultimately falls victim to one of the spheres. When Mike and the gang (minus Camy) eventually break into the Tall Man's space gate room with the aid of a sphere, they are cornered by the Tall Man. Liz is able to kill the Tall Man with Reggie's help by using acid. As they leave, Reggie sets the place on fire and they escape in a hearse driven by Camy. When Camy turns into the Tall Man, she throws Reggie out of the car and Mike and Liz are pulled through the back window for the shock ending.

The biggest change between the first and second film is that the character of Mike is played by a different actor, named James LeGros, who very successfully carries the film. Of course, the ever reliable Reggie is back for more abuse. PHANTASM II introduces a new gold sphere which has a scanning laser beam that can be used to blow things up as well as a spinning blade that digs a hole into a body. The old silver drill sphere now includes a saw blade-like mechanism. There are a total of two silver spheres and one gold sphere that make an appearance in the second film.

The release version of PHANTASM II is 96 minutes and 21 seconds long but there also exists a workprint that may be the fabled 'X-rated' version of the film. The workprint is 107 minutes 48 seconds long (if you include the time that the missing end credits would fill) making it 11 minutes and 27 seconds longer than the released version. The image quality of the workprint is very dark, has no soundtrack and is missing a couple of sphere FX shots but does contain more gore than found in the release cut.

In many ways the workprint is a completely different version of PHANTASM II. Dreams play a much larger part since almost all of the scenes with the Tall Man are really Mike's dreams. The overall atmosphere of the workprint is more jokey with most of the funny lines coming from Reggie. There are a lot of little extra scenes and one example has to do with the character of Camy. There were two quick scenes, one right after she has 'cowboy' sex with Reggie and the second just before the end of the film where some of her hair falls out, foreshadowing when she will pull off a chunk of her scalp at the end to reveal that she is the Tall Man. There are a lot more examples than this (most of which involve Reggie in some way) but there isn't enough space to go into them all here. In most cases the footage was cut because the film works better without those particular scenes.

The following are some of the major differences and footage found in the workprint of PHANTASM II. The workprint begins with a hearse pulling up with the Tall Man driving as well as more footage from the end of the first PHANTASM. When Reggie blows up his house to save Mike, Liz wakes up and talks about seven years of horrible dreams including the one about Reggie's house. We eventually discover that although this all seemed real to Mike at the time, none of it ever really happened.

When Reggie finds Mike digging in the graveyard, the footage in the workprint is much less sympathetic to Mike's character than what eventually ended up in the released version. Reggie even says that Mike is "Still crazy after all these years."

After the Tall Man really does blow up Reggie's house, the following scene occurs on the ground in front of Reggie's car while the house burns in the distance. This whole scene is unintentionally funny since Reggie's immediate change of heart (from thinking the Tall Man is all in Mike's head to wanting to kill the Tall Man) is hard to swallow :

Mike : "Reg, Reg, c'mon man, we gotta stick together, it's just you and me."

Reggie : "You knew this, before it happened and he did this. Ok, I'm with you now."

Mike : "Ok then, we've got to leave now with what's on our backs. Listen to me. It might take years to find him. And when we do, we'll probably die."

Reggie : "Screw it, we all gotta go sometime.  C'mon, let's go find this Tall Man of yours. And kill the fucker."

They embrace.

            This footage was thankfully replaced in the released version with a scene (occurring several days later?) at the funeral for Reggie's family. At this point Reggie decides to go with Mike and we understand the pain that made him make this decision. His voiceover while Mike drives relays all of the information found in the cut scene.

            When Mike and Reggie come upon a deserted town, they encounter a fake Liz with a grotesque face of the Tall Man that grows out of her back. Reggie torches the Tall Man's face and the flames dissolve to become a campfire where Mike wakes up from his nightmare and Reggie is making coffee. Mike tells Reggie about his dream and they set off to the east to find the Tall Man. The whole encounter with the Tall Man's face is definitely a dream in the workprint while in the released version this whole encounter is real, a trap set by the Tall Man. The change in the released version was achieved with voiceovers by Reggie and the deletion of the campfire scene.

            There is more of a story with the priest in the workprint including a quick scene where he walks along the porch, before the funeral for Liz's grandfather, to sneak a quick drink and notices a line of hearses. He says, "Enough damn hearses to bury an army." Later, after he has stabbed the Liz's grandfather in his coffin, the priest is at home and, in the workprint, on the phone. He calls an old friend named Dom to try and get an exorcist. From the conversation it is obvious that the priest has been in trouble before and that Dom has bailed him out in the past, but is unwilling to do so again. Additionally, after seeing the newly reanimated grandfather at his door, the priest takes a gun from a drawer and hides in a closet.

            When Liz's grandmother goes to sleep for the night after the funeral, she awakens next to her dead husband and screams. When Liz finds her grandmother missing the next morning, she discovers a bottle of pills on the bedside table (with a prescription that is impossible to read because of the quality of the workprint) which motivates her to go look for the priest. At Father Meyer's home she finds a letter to Dom explaining that Meyer must stop the evil in the marble halls of the church's mausoleum. After reading this letter Liz goes to her grandfather's grave in the cemetery and finds it empty as seen in the released version. The footage with the bottle of pills and the scene with Liz at the priest's home in the workprint were successfully replaced in the released version by showing Liz's pin, which she had stuck into the Tall Man earlier in the film, and a voice over by the Tall Man telling her to come to him if she wants her grandmother.

            When Mike and Liz go to sleep together and discover they can talk to each other without moving their lips while dreaming, they have "virtual sex" in the workprint. They are seen kissing in the woods by a mountain, then on a beach and then in mid air before falling back onto the bed and waking up. "That's probably the safest sex we'll ever have," says Liz.

            The most interesting omission from the release version but found in the workprint (and in the opening of PHANTASM III) is the appearance of the second Tall Man. The workprint contains footage of a second Tall Man coming through the space gate and throwing the remains of the former Tall Man back through the gate. This helps to explain why the Tall Man seems to keep dying and reappearing through all of the films. Why this was cut in the first place is hard to understand especially since the footage was recycled in the beginning of the third film.           

            Although the workprint contains more gore and is very interesting to watch, helping to fill in some of the continuity problems found in the released version, the released version of PHANTASM II is a far more tightly constructed film. The main characters have a clear purpose, they are outfitted for the job, the film is more action oriented than the first film and successfully expands on the original story. The second sequel, however, was another story.

            PHANTASM : LORD OF THE DEAD (1994) is the name of the third film on the released version but both the workprint and the Japanese laser disc of the film call it PHANTASM III. The replacement of the "III" with LORD OF THE DEAD was most likely at the request of the studio releasing the film.

            PHANTASM III picks up where PHANTASM II left off and has the hearse containing Mike and Liz blow up while Reggie watches from the street where he was dumped. Things start to go downhill almost immediately when Reggie discovers that a dwarf has killed Liz. Mike was thrown clear by the explosion but somehow Reggie's shotgun, the one with the four barrels, is lying next to Mike even though Reggie threw it away while in a basement in the second film. Why was Liz killed off so quickly and where did the gun come from? Artistic license maybe? Mike's dead brother Jody (again played by Bill Thornbury) returns in the form of a 'good' silver sphere, which we learn are controlled by the shrunken dwarf brains which reside inside the spheres. The Tall Man eventually captures Mike and returns to his dimension leaving Reggie on his own. Along the way new characters are introduced including three bumbling evil crooks (one of which I swear is played by the guy from the Black Angus commercials) as well as two new good characters : Rocky (Played by Gloria Lynne Henry) and Tim (Kevin Connors). Rocky basically takes over the second banana role that Reggie occupied in the first two films and Tim fills the role that Mike usually occupies. Also introduced is a new observational silver sphere with an eye that acts like a camera for the Tall Man. With the help of Rocky and Tim, Reggie goes after the Tall Man, who they later discover has created an army of silver spheres. Along the way Jody helps Reggie to get into the Tall Man's world to save Mike. When they escape, the Tall Man almost catches them until Reggie closes the space gate on him and cut off his hands. These hands mutate into nasty creatures that attack everyone much like the fly creature in the first film. By the time our heroes defeat the Tall Man at the end of the film (which had a different scripted ending - see below), we find that Mike has a gold sphere in his head just like the Tall Man, Rocky leaves after they have apparently killed the Tall Man, Reggie is held up against a wall by an army of silver spheres and Tim is pulled through a window much like the ending of the previous two films. The door is left wide open for a PHANTASM IV which, it turns out, may actually happen.

            The character of Mike in PHANTASM III is once again played by Michael Baldwin, who originally played the character in the first film. His acting is much less polished than the previous Mike from PHANTASM II, played by James LeGros, and PHANTASM III may have been better with LeGros's presence. The biggest problem with PHANTASM III is the overly campy nature of the characters which is not in keeping with the darker tone of the previous films. Although PHANTASM III advanced a lot of ideas about the Tall Man and how he creates his dwarves and spheres, it just doesn't seem to hold together as well as the previous two films. PHANTASM III seems like a poorly thought out remake of the second film without any real advancement in the story. This film should have primarily taken place in the Tall Man's world since the first two films had built up to that expectation. Instead we are treated to another story of the main characters chasing after the Tall Man in our world and thinking they have defeated him when in fact they are terribly wrong.

            The workprint of PHANTASM III and the Japanese laser disc (both 90 minutes and 56 seconds long) are essentially the same as far as I can tell from the information found about the Japanese laserdisc in Video Watchdog Issue #34, Page 62. The differences between these two versions and the released version (90 minutes 48 seconds) are minor. When we see the title for the film on the workprint and Japanese laser disc it reads, PHANTASM III, not PHANTASM - LORD OF THE DEAD. There is a sum total of 8 seconds of extra footage in the workprint and Japanese laser disc and this footage all occurs during the first sphere attack on Rocky's friend : there is blood when the drill first goes into the woman's head, then an extra shot of blood shooting out of the back of the sphere. In the released version, there is no blood seen when the drill first starts drilling and we only see one shot of the blood shooting out of the back of the sphere.

            The following unused original ending from the script to PHANTASM III would have occurred immediately after Rocky has left in the film. It seems strange that Rocky leaves so abruptly in the released version of the film but in the context of this original ending her exit from the film makes sense since her purpose and usefulness in the film was over. According to the Phantasm Web site at, parts of this sequence were filmed but never used. The original script format of this text can be found at that site.

A LAND ROVER BARRELS down a desolate gravel roadway through a light snow past a sign that reads "PRUDHOE BAY - 7 mi". TWO SNOW SUITED FIGURES EMERGE and trudge off the road onto the frozen tundra. ONE FIGURE PULLS OUT a blowtorch and ignites it with a lighter. He drops to one knee and quickly melts a hole in the permafrost. As the slush filled hole reaches a foot deep, THE OTHER FIGURE REVEALS a chrome thermos cylinder, which is venting some steam. He unscrews the lid and we see THE GOLD Tall Man SPHERE floating in liquid nitrogen. He screws the lid shut and PLUNGES THE CONTAINER into the slush hole. The container sinks to the bottom as THE SURFACE OF THE SLUSH HOLE quickly ices over. ONE OF THE FIGURES PROPS up a piece of black marble nearby as REGGIE PULLS BACK HIS HOOD and looks down at their work. He reaches over and slides his arm around Tim. "Now all we've gotta worry about is global warming," says Reggie. THE TWO pull up their hoods against the chill wind, turn and walk back across the ice expanse. THE BLACK MARBLE TOMBSTONE can be seen to read : THE TALL MAN - R.I.P.

            Did Don Coscarelli really believe he could kill off the Tall Man? Obviously something changed his mind.

            The biggest questions raised by PHANTASM series are definitely, 1) who is this Tall Man, 2) why is he compacting dead bodies, reanimating them, and shipping them off to another world, and 3) what has Mike got to do with all this? Even with two PHANTASM sequels, we still don't have the answers to these questions. We have learned more about the spheres and the dwarves the Tall Man creates, but the reason he is doing all of this is still obscure. Part of the charm of the PHANTASM films is that it isn't so important why the Tall Man does what he does, it's the fact that no one seems to be able to do anything about it.

            Will there be a PHANTASM IV? If you believe the rumors on the Internet newsgroups and the limited information found on the Phantasm web site, there is already a fourth PHANTASM film in the works. The newsgroup rumors claim that a script has been written by Roger Avary (who wrote KILLING ZOE and MR. STITCH) and the film may be called PHANTASM 1999. Apparently Avary didn't like PHANTASM III very much and his script for the fourth PHANTASM will harken back to the first two films. Don Coscarelli would again direct with Avary producing. It's probably best to take this information with a grain of salt since newsgroups rumors are reliable only some of the time, but you know my fingers are crossed. Let's hope the rumors are true since it would be nice to bring the story of Mike and Reggie to some type of conclusion.

Sources used for the article

Phantasm (Signature Series Letterboxed Laserdisc, 35 Chapter Stops, Supplements, Soundtrack CD), Released by New Line Home Video, Running Time : 88m 34s

Phantasm II (Panned & Scanned Laserdisc, No chapter stops), Released by MCA Home Video, Total Running Time : 96m 21s

Phantasm II (Workprint Video), No soundtrack, some missing sphere FX shots, time code on image, no end credits), Running Time : 107m 48s (includes time if credits were present)

Phantasm III - Lord of the Dead (Panned & Scanned Laserdisc, 32 Chapter Stops) Released by MCA/Universal Home Video, Running Time : 90m 47s

Phantasm III (Workprint Video), Time codes, full soundtrack and credits, Running Time : 90m 54s

Article Index

Legend | Dune | Highlander II | Highlander II Liner Notes | Brazil | Buckaroo Banzai

New Nightmare | Phantasm

Last updated by Sean ( on January 1st, 2006