# Phantasm III: Lord of the Dead

Phantasm III: Lord of the Dead (also known as just Phantasm III) is a 1994 American science fantasy horror film and the second sequel in the Phantasm series, written and directed by Don Coscarelli. The film stars Angus Scrimm as the Tall Man, Reggie Bannister, and A. Michael Baldwin. It is followed by Phantasm IV: Oblivion.

## Plot

Immediately after his apparent demise at the end of the previous film, a new Tall Man emerges from his dimension fork. Meanwhile, after ejected from the hearse carrying Mike and Liz, a surviving Reggie watches as the hearse explodes. Reggie finds Liz dead, but saves Mike from the Tall Man by threatening to kill them all with a grenade. The Tall Man retreats with Liz's head, but promises to return when Mike recovers.
Two years later, a comatose and hospitalized Mike has a near death experience, where his deceased brother Jody appears, but is interrupted by the Tall Man. Awakening, Mike is attacked by a demonic nurse, but quickly subdues her. Reggie arrives as she dies, her scalp bursting open, revealing a cranial sphere that takes off through the window after seeing Mike awake. At Reggie's house, the Tall Man arrives via dimensional fork, overpowers Reggie, transforms Jody into a charred sphere, before drawing Mike through the gate with him.
The next morning, Reggie travels to Holtsville, Idaho, which the Jody-sphere mentions. Upon arrival, Reggie finds it's a ghost town, and is captured by three looters, who lock him in the trunk of his 1970 Barracuda. Reggie is later rescued by a young boy named Tim, who kills the looters when they break into his house. When he and Reggie bury the looters in his yard, Tim tells Reggie how the Tall Man took his parents and destroyed Holtsville. In the morning, Reggie and Tim find the three graves empty and their pink hearse gone.
When the two depart Holtsville, Reggie attempts to leave Tim at an orphanage, but the boy hides in the trunk of his car. Reggie finds a mausoleum, where he encounters a sphere, and is accosted by two young women, Tanesha and Rocky, before he can destroy it. Reggie tries to warn them, but Tanesha is killed by the sphere. Tim appears, destroying the sphere with his pistol. Tim and Reggie join forces with Rocky, and soon come upon a convoy of hearses driven by Gravers, and decide to follow after. When they make camp at night, Jody approaches Reggie in a dream, taking him to the Tall Man's lair, where they rescue Mike. As Reggie wakes, Jody opens a portal and Mike emerges. The Tall Man tries to follow, but Reggie closes the portal, severing the Tall Man's hands.
After fighting off the Tall Man's minions, including the undead looters, they enter a large mausoleum in the city of Boulton. they discover a cryonics facility; where Mike recalls the Tall Man disliking cold. While Reggie, Rocky, and Tim are separated and attacked by the undead looters, Mike consults with the Jody-sphere in a psychic link. Jody explains that the Tall Man is amassing an army to conquer dimensions; they witness the Tall Man encasing the brains of his victims into spheres. The Tall Man senses their presence and recaptures Mike. Two looters wheel in Tim on a gurney, and Mike tries warning him of the thousands of spheres he witnessed, but is paralyzed. Rocky defeats her attacker and helps Reggie; Tim is freed by the Jody-sphere, and runs into the remaining looters, who are killed by the Jody-sphere and Reggie.
The trio crash into the embalming room, where the Tall Man is operating on Mike. Rocky impales the Tall Man with a spear dipped in liquid nitrogen, and they lock him in the freezer. However a golden sphere emerges from his head and attacks them. Reggie catches it in a plunger, and they submerge it into the nitrogen tank. Mike notices his head is bleeding yellow blood and finds a golden sphere beneath the skin. With his eyes like silver spheres and complaining of the cold, he runs away, telling Reggie to stay away from him. Jody imparts some cryptic words on Reggie, before transforming and leaving too.
Rocky departs from the group, leaving in a hearse. Tim reports that Mike tried to warn him, but thousands of spheres are waiting to attack, pinning Reggie to the Wall. When Reggie tells Tim to run, a new Tall Man appears, and Tim is dragged by a zombie in the freezer, through a glass window.

## Cast

* Angus Scrimm as The Tall Man
* A. Michael Baldwin as Mike Pearson
* Reggie Bannister as Reggie
* Bill Thornbury as Jody Pearson
* Kevin Connors as Tim
* Gloria Lynne Henry as Rocky
* Cindy Ambuehl as Edna
* Brooks Gardner as Rufus
* John Davis Chandler as Henry
* Claire Benedek as Tim's mother
* Sarah Scott Davis as Tanesha

## Production

After studio interference forced out A. Michael Baldwin for the second film, he was brought back in Phantasm III. Kerry Prior handled the sphere effects.

## Release

The movie had a brief two-week theatrical run in two markets in May 1994: Baton Rouge and St. Louis. In both markets, Phantasm III was the highest-grossing film the two weeks it played. According to Reggie Bannister, Universal Studios refused to theatrically distribute the film in a proper release due to a conflict with Coscarelli. The film was released direct-to-video in October 1994. In 1996, the Los Angeles Times reported that Phantasm III was one of the top 100 highest selling direct-to-video titles.
An unrated version of the film was released in 2007 by Anchor Bay Entertainment, featuring an audio commentary by A. Michael Baldwin and Angus Scrimm, a deleted scene, and behind-the-scenes footage.

## Reception

Rotten Tomatoes reports that Phantasm III received a positive review from 40% of ten surveyed critics, and the average rating was 4.57/10. Scott Weinberg of Fearnet wrote that while the sequels lack the punch of the original, they're still fun. Steve Barton of DreadCentral rated the film 3.5/5 stars and described the film's humor as hit-or-miss.
The film won Fangoria's Chainsaw Award for best limited-release film.