George Pal’s production had a hard nut to crack, adapting a highly misanthropic adult novel to serve as a family attraction for all ages. On its own terms it works, with an engaging cast and creative visual effects. Tony Randall’s charm is a huge asset, while Arthur O’Connell and especially Barbara Eden ace their parts. Chilling, disturbing elements of the original still peek out from behind the veneer of reassurance and family values homilies. Fans love the fantastic creatures — Pal’s show is a special effect showcase for the designs of Wah Chang and the Oscar-nominated stop-motion magic of Jim Danforth. Blu-ray brings the visuals up to full quality.

7 Faces of Dr. Lao
Blu-ray
Warner Archive Collection
1964 / Color / 1:85 widescreen / 100 min. / Street Date May 26, 2026 / Available at MovieZyng / 24.98
Starring: Tony Randall, Barbara Eden, Arthur O’Connell, John Ericson, Noah Beery Jr., Lee Patrick, Minerva Urecal, John Qualen, Frank Kreig, Peggy Rea, Eddie Little Sky, Royal Dano, Argentina Brunetti, John Doucette, Dal McKennon, Frank Cady, Chubby Johnson, Douglas Fowley.
Cinematography: Robert J. Bronner
Art Directors: George W. Davis, Gabriel Scognamillo
Makeup Effects: William Tuttle
Visual Effects: Jim Danforth, Wah Chang, Tim Baar, Pete Kleinow, Robert R. Hoag, Ralph Rodine, Paul B. Byrd
Film Editor: George Tomasini
Music Composer: Leigh Harline
Screenplay Written by Charles Beaumont from the novel The Circus of Dr. Lao by Charles G. Finney
Produced and Directed by George Pal

Producer and director George Pal hit a home run with his 1960 Sci-fi thriller  The Time Machine, which the film industry foolishly took as just another lightweight fantasy picture. A smarter MGM front office would have conjured up a big-budget sequel, sending George the Time Traveler and his sweetheart Weena on a new adventure in the 4th dimension. The level of studio disdain shown Pal’s  Atlantis, The Lost Continent — production compromises, a rushed shoot during a writer’s strike — led to the partial comeback in  The Wonderful World of the Brothers Grimm, a lavish enterprise powered by Cinerama.

For his next movie the gentle producer-director chose a more ambitious project. Charles G. Finney’s bizarre, pitch-dark satirical novel “The Circus of Dr. Lao” would seem an unlikely choice for a maker of Puppetoons and fairy tales.  ^*  An adaptation by the noted writer Charles Beaumont  (Night of the Eagle,  The Intruder,  Masque of the Red Death) transformed Finney’s novel into a matinee item for kids with big imaginations:  7 Faces of Dr. Lao.

MGM was likely sold on the project as another Pal show with fantastic special effect creatures. We kids made first contact through the film’s ad art, which depicts seven faces on the heads of a Hydra-like dragon. The mention of an appearance by The Loch Ness Monster guaranteed my attendance. Star Tony Randall was also involved in the same year’s family fantasy  The Brass Bottle. The ad campaign promoted him as a master actor playing multiple parts, as had Alec Guinness. Peter Sellers had reportedly been approached to play Dr. Lao, too.

What we kids saw was certainly unusual. The mysterious Dr. Lao (Tony Randall) comes to the dusty Arizona town of Abalone with only a donkey. He places an ad in the paper for his circus, which promises a fantastic supernatural experience. Come show night the citizens are confounded and confused by what they find in his circus tent. Foolish ninny Mrs. Howard Cassin (Lee Patrick) engages the enigmatic seer Apollonius of Tyana (Randall) to tell her fortune, but becomes unnerved when the ancient man refuses to indulge her romantic fantasies. Prim librarian Angela Benedict (Barbara Eden) rejects the advances of the sincere newsman Ed Cunningham (John Ericson) as too vulgar. Yet she is aroused by Lao’s captive Pan (Ericson / Randall), a mythological creature resembling a seductive horned half-goat.

Crooked land speculator Clint Stark (Arthur O’Connell) confronts a talking serpent that looks just like him, and spouts facetious remarks and cynical insults. Discontented battle-axe Kate Lindquist (stereotyped battle-ax Minerva Urecal) ignores her meek husband (stereotyped meek husband John Qualen). It’s just Kate’s nature to defy Lao’s warning not to look directly at one of his exhibits, the deadly Medusa (Randall).

The general town folk prejudge Merlin the Magician (Randall) as feeble, and mostly ignore his fantastic magic. Neither are they impressed by Lao’s fearsome-looking circus roustabout, a genuine albino Abominable Snowman. Dr. Lao talks in pidgin English for Abalone citizens that dismiss him as a Chink, but slips into un-accented speech when giving advice to Angela’s young son Mike (Kevin Tate). Lao also gets along well with the newsman Ed, and encourages the young man not to abandon his campaign warning the citizens of Abalone against falling prey to Clint Stark’s greedy tricks.

Paying a drunken after-hours visit to Lao’s tent, Stark’s reckless henchmen Carey and Lucas (Royal Dano & John Doucette) take target practice on a glass bowl containing a tiny fish identified as The Loch Ness Monster — ignoring Lao’s earlier statement that disturbing the fish could set in motion a Gremlins-like catastrophe.

George Pal surely saw the book’s gallery of mythological creatures as an ideal showcase for his Oscar-quality visual effects. Charles Beaumont’s adaptation retains some of the book’s harsh moments, but surrounds them with reassuring family-safe elements. From  The Music Man comes a librarian widow with a precocious son, who is resistant to a new romance. From  The Man Who Shot Liberty Valance comes an idealistic newspaper publisher, opposing a corrupt local land developer. The western  Johnny Guitar provides Clint Stark’s land-grab subplot — few people know that a railroad is coming to Abalone.

Some of the book’s original negativity peeks through when Lao’s attractions confront various townspeople with unpleasant truths about themselves. The encounters with Apollonius, Medusa and Pan are mysteriously disturbing, but most of the rest of 7 Faces is as heartwarmingly positive as the rest of George Pal’s filmic output. As something of a wandering truth-teller, Dr. Lao’s carnival of magic culminates in an audio-visual presentation, a history lesson that the citizens of Abalone may or may not take to heart.

What is Dr. Lao’s game, anyway?  Is he wandering the West, trying to help these Ugly Americans regain their moral and spiritual souls?  The book’s Lao remains a mystery, but the movie chooses to make him cute and charming. When it comes time for a moral wrap-up, Lao’s final speech to little Mike is meaningless drivel about life being a circus. Now speaking in total ‘sincere’ mode, Lao sells it like it’s the Wisdom of the Ages.

The talented Tony Randall took 7 Faces as a career opportunity, and invested heavily in the film’s various characterizations. The odd character Dr. Lao is too interesting to be dismissed as a stereotype. His voice changes constantly, and he uses the demeaning ‘chink-speak’ dialogue only with racists who expect to hear it. For some the character will still carry the stigma of a white actor playing Asian. We soon decide that Randall’s Lao is at least as legit as ‘magic’ Chinese characters that spout Charlie Chan fortune-cookie wisdom. The Karate Kid movies prove that that stereotype is still with us. Randall isn’t really asked to create multiple characterizations, like Guinness or Sellers. For the majority of the seven faces, excellent makeup creations are doing much of the heavy lifting. They were credited to William Tuttle, who won a special Achievement Oscar for his work. His animated scalp-snakes for the Medusa are far better than the stiff serpents atop Hammer’s The Gorgon of the same year.   (See special Craig Reardon addendum, below.)

The citizens of Abalone are self-absorbed and unenlightened, as typified by old John Qualen. John Ericson is colorless as the noble publisher trying to steer Abalone into a bright future, but we rather liked Arthur O’Connell’s take on the slimy Clint Stark, land speculator. He gets the truly unique experience of conversing with his mirror image in the face of the ‘great serpent.’ Represented both by a hand puppet and by stop-motion animation, the snake’s face even has Stark’s mustache, and smokes a cigar. Stark is appropriately flabbergasted.

Barbara Eden has what might be her best film role. Her Angela does indeed seem a re-tread of Meredith Willson’s Marian Paroo, complete with a sweet mother (Argentina Brunetti) and a towheaded young son. But Pal gives Ms. Eden the film’s most interesting sequence — a surprisingly Adult Experience. Angela finds herself in a steamy garden with Pan, a cloven-hoofed goat man whose flute drives her into a state of ‘erotic abandon.’  That’s shorthand for an orgasm, and in a family movie, yet. Pan’s appeal must be the hot tune he plays on his Pan Flute, perhaps enhanced by animal musk. Clearly the type that goes for jazz musicians, Angela becomes so hot ‘n’ bothered that we’re surprised she keeps her clothes on. The effect is heightened by some dizzying but precise cutting by ace editor George Tomasini. It’s an unusually adult highlight for George Pal, and it feels well-earned. We aren’t reminded of the old sexist trope about frigid females that need a roll in the hay.

Elsewhere the film’s episodes range from good, to formulaic and pedestrian. The Medusa and Apollonius scenes offer hints of the malice of Charles Finney’s original book. Apollonius crushes the romantic illusions of old Mrs. Cassin (Lee Patrick of  The Maltese Falcon). Old Kate Lindquist (Minerva Urecal) succumbs to a horror from a Greek myth. The rest of the citizens are played by older character actors — Noah Beery, Jr., Douglas Fowley. The various Abalone dwellers are less Finney’s unthinking fools than the cutesified personalities one finds in folksy Disney fare.

As in David Swift’s Pollyanna, most of the locals are inspired by Lao’s visit. Yet Lao’s real motivational tool is not wisdom but a scare-tactic visual presentation. The citizens see themselves as the terrified citizens of Woldercan, a fabled city that the Gods destroy despite having committed no Bible-grade damnable sins. This movie-within-a-movie hasn’t the power needed to serve as a filmic climax. Basically a stock footage round-up, it contains the same volcano effects that return in practically every George Pal production, as well as shots from Pal’s Atlantis.

Fans of George Pal were primed to expect clever visual effects. Animation tricks allow Merlin to grow magical foliage, and various opticals give us instant fireworks and Lao’s thumb turned into a lighter for his pipe. Lao’s tent is indeed much larger inside than out, a contradiction kids feel before one of the characters mentions it. The show-stopping highlight is effects ace Jim Danforth’s Loch Ness Monster, a follow-up to his Brothers Grimm dragon. That Cinerama sequence confirmed Danforth as a go-to guy for stop-motion, and the only such artiste to approach the brilliance of Ray Harryhausen. Danforth’s contribution was Oscar- nominated separately from five other credited special visual effects experts. Now why would the Academy thus honor young Danforth, while ignoring Harryhausen’s  amazing effects feat just a year before?

Kids loved the ‘monstrous logic’ of Danforth’s sequence, which begins with Clint Stark’s cowboy hooligans (Royal Dano, John Doucette) scoffing at Lao’s speech about a fish in a fishbowl being a fearsome monster. In short order the fish grows from guppy proportions to a forty-foot beast. Its catfish-like head then sprouts Dr. Lao’s six horror-heads to further terrify the awestruck cowboys. The movie could really have used more of that kind of unmotivated irrational flamboyance. Did George Pal plan for more surreal visuals?

On the downside, 7 Faces uses a standard back lot western set, which places us in the middle of Hollywood TV – land, not some new corner of cinematic discovery. But we ought not to judge the movie for diverting from the original book. George Pal pulled off some nice twists in pursuit of his own idea of fantastic entertainment.

Addendum:

Twelve years ago, CineSavant associate and friend Craig Reardon took up my invitation to write about 7 Faces’ special makeup effects:

William Tuttle’s makeup designs split the charismatic Tony Randall into almost all of the seven showstoppers in 7 Faces of Dr. Lao. They were a galvanizing wonder to me at age 10, when I saw Dr. Lao in its first release. I eventually became a makeup artist and I’ve been amused to find others my age who were likewise influenced. Fifty years later Tuttle’s designs may appear simple or ‘obvious’, but I think it disguises subtlety and shrewd discrimination.

Bill Tuttle was one of the VERY few makeup artists I’ve known who was able to draw and paint, surprising as that may seem. He would first depict his design ideas on paper as vivid watercolors actually resembling the actors in the projected makeup. He persuaded Randall to let him shave off all his hair, even his eyebrows, to streamline the applications, in effect rendering the willing actor into a kind of paper doll: neutralized and ready to receive visual definition through his makeups. As Pal conceived this adaptation, it’s a kind of playful vaudeville, yet the makeup for Dr. Lao himself is played absolutely straight and emphasizes exactly the right areas to nudge Randall’s expressive features into the stolid mold of an ages-old Chinese sage. I’ve always thought the remarkable eye appliances are the best I’ve ever seen; wearing them, Randall genuinely appears Asian.

The wizened Merlin required that liquid latex be sponged over stretched portions of Randall’s face, which when dried cannot contract, and so gathers into antique wrinkles when the skin is relaxed. Tuttle further evokes an ancient Briton through a fine aquiline nose piece, plus the snowy beard and wig, and opaque, pale blue eyes via contact lenses. Likewise, Appolonius of Tyana, the mystic seer, evokes ancient Greece in an almost Olympian sense. Pan, ‘the God of Joy,’ has a superbly sensual face, Roman-nosed, with the expected appurtenances of horns and a goatee, not to omit pointed ears.  Medusa is a sly transformation of Randall into a femme fatale. Love that green lipstick. The coiffure of snakes is creepily and convincingly operated like weighted marionettes; one even ‘eats’ an optically-animated moth. Alarmingly green contact lenses complete the reptilian effect, and seem capable of turning anyone to stone.

Overall, Tuttle’s use of prosthetic additions to Randall’s features is ever economical, as was his wont. He placed equal value on careful coloring and drawing with makeup directly on the face, plus the sensitive use of hairpieces. One big exception is the antisocial Abominable Snowman, which is a design only Tuttle could have come up with, a distant cousin of his Morlocks. Incidentally, it was worn by Pal’s son Dave, not Peter. The insinuating Giant Serpent is the sole holdout from makeup: a delightful hand puppet, with some stop motion flourishes.

The makeups do what many makeups even today often fail to do: instantly define character. They’re never simply disguises, but vividly evoke these creatures of legend. It’s crucial to any great makeup that we emotionally believe the character exists; Tuttle’s creations ace that test. The Tony Randall we know is lost in all of them, except for his crucial talent that George Pal somehow sensed in approaching him. Right again, George. To Tuttle, slavish verisimilitude was not the point; these expressive ‘faces’ are full of life. As a ten-year old boy they left nothing to be desired, and I still concur with that ten-year old Craig’s opinion. Tuttle ran the MGM makeup department full-time and couldn’t be spared to work on any one film for its entire shooting schedule. Longtime colleague Charles Schram applied all the makeups you actually see in the film after Bill Tuttle had designed them. Charlie too was a wonderful artist/craftsman… clearly.

Tuttle supervised The Twilight Zone at MGM around the same time, and everyone will remember their own favorites among the great makeups that often perfectly evoked Rod Serling’s notion of the weird and wonderful, with Eye of the Beholder being a standout. — Craig Reardon, 2014

The Warner Archive Collection Blu-ray of 7 Faces of Dr. Lao is a very good encoding of this fantasy feature filled with optical effects. Improving on earlier transfers, we barely notice the boost in granularity whenever an optical kicks in. Many tricks are nigh-perfect, like the little flame on Lao’s thumb that follows him as he lights his pipe. The rich, dark scene with Barbara Eden in Pan’s garden is still a standout, one that makes Miss Eden’s perspiration look extremely inviting. Supporting George Pal’s no-irony tone of folksy family fun is Leigh Harline’s music score. Its catchy main melody mixes western and ‘oriental’ themes quite well.

A featurette seemingly made from an unfinished MGM promo shows an interviewer watching Bill Tuttle work on his makeup, with Tony Randall in the makeup chair. The film’s original trailer sells the sense of wonder that comes across in almost all of George Pal’s movies. The WAC throws in another remastered cartoon from the same year as the feature, this time a Chuck Jones Tom & Jerry cartoon, a limited-animation job in which Tom is an opera singer.

Is Charles G. Finney’s original book too dark and malevolent for a faithful adaptation?  We think it would have made good bedtime reading for Luis Buñuel. We also think that its subject matter and tone might be a great fit for filmmaker Guillermo Del Toro. Personally, while we didn’t need a remake of  Nightmare Alley, The Circus of Dr. Lao cries out for an inspired film adaptation.

Reviewed by Glenn Erickson

7 Faces of Dr. Lao
Blu-ray rates:
Movie: Very Good
Video: Excellent
Sound: Excellent
Supplements:
Featurette King of the Duplicators
Tom and Jerry cartoon The Cat Above the Mouse Below
Theatrical Trailer.
Deaf and Hearing-impaired Friendly? YES; Subtitles: English (feature only)
Packaging: One Blu-ray in Keep case
Reviewed: May 27, 2026
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^*  Only later did this young reader discover that 7 Faces of Dr. Lao is a gelded, family-safe adaption of a weird, sardonically disturbing novel. As if written to indict humankind, society and reality itself, Finney’s The Circus of Dr. Lao is a tale borne of Depression-Era disillusion. The author’s voice reaches beyond cynicism to offer dispiriting truths about human nature, surrendering to the view that individuals are selfish and cruel, and groups are a thoughtless mob ruled by prejudice. The world is full of Gods past and present, but existence has no comforting master plan and no moral foundation. The lumpen citizenry on view are impervious to obvious miracles. They reject wisdom and ignore the truth. The book’s Dr. Lao is  a kind of prophet well aware that humans don’t appreciate creation or deserve the miracle of life. The overall vibe reminds one of the acid-toned writings of late-career  Mark Twain, and Finney’s fellow Depression-era misanthrope  Nathanael West. Circus is appended with a grim glossary every bit as repellent as the great Ambrose Bierce’s  The Devil’s Dictionary. The curious that read Finney’s book are in for a big surprise. Charles Beaumont’s re-write transforms the novel completely, reorienting its compass 180 degrees.

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