It’s pretty hard to imagine a career in better shape than Steven Spielberg’s was in late 1982. E.T. the Extra-Terrestrial was the latest in a string of hits including Jaws, Close Encounters of the Third Kind, and Raiders of the Lost Ark; he was Hollywood’s most successful director; and from where .E.T’s studio, Universal Pictures, stood, it seemed he could do no wrong.

For years, Universal had been asking Spielberg to follow-up on the massive box office success of his films with sequels. They were so keen on the idea of what we’d now call franchise-launching that they’d made a Jaws sequel without Spielberg’s involvement, and we all know how that turned out. Spielberg succeeded in fending off requests for a Close Encounters sequel by pitching another alien film, and that film eventually became E.T. When the call for an E.T. sequel came, though, he actually said yes.

That’s right. You might never have heard of it, but once upon a time we almost got an E.T. sequel, and based on the premise, it probably would’ve given many young fans of everyone’s favorite cute and cuddly alien nightmares for years.

Spielberg and E.T. screenwriter Melissa Mathison turned in a brief treatment for E.T. 2: Nocturnal Fears to Universal, and though it’s hard to imagine a studio not wanting to pursue another truckload of money, the film didn’t get made because Spielberg eventually decided E.T. was too pure to tarnish with a follow-up. So, what would Nocturnal Fears have been about? As the title suggests, the film would’ve featured a much darker approach to the tale of alien visitors.

“The aliens onboard are EVIL. They have landed on Earth in response to distress signals designating its present coordinates. These aliens are searching for a stranded extraterrestrial named Zrek, who is sending a call for "Help.”

“The evil creatures are carnivorous. Their leader, Korel, commands his crew to disperse into the forest to acquire food. As the squat aliens leave the gangplank, each one emits a hypnotic hum which has a paralyzing effect on the surrounding wildlife. These creatures are an albino fraction (mutation) of the same civilization E.T. belongs to. The two separate groups have been at war for decades!”

And, according to a breakdown of the treatment over at Birth.Movies.Death., it gets worse. Elliott’s father came back, only to divorce his mother and leave again. Elliott’s mom starts dating Dr. Keys, who wants Elliott to accept the fact that E.T. is never, ever, coming back. And, to top it all off, Elliott and his friends are captured and tortured by the evil aliens. E.T. eventually shows up, but not before what sounds like at least an hour of super-sad storytelling.

You know, there’s a masochistic part of me that kinda wishes this movie had been made, because I’d like to see what The Biggest Movie Bummer of All Time would actually look like.

As it is, Nocturnal Fears never got made, but Spielberg did finally get on the sequel bandwagon: He made The Lost World: Jurassic Park (partly out of regret for not doing Jaws 2 and he was behind the camera for every Indiana Jones picture — even the one we wish didn’t exist.