There’s no way 5-year-old me would have made it through Don’t Look Under the Bed in 1999. I was scared of Bill Nye the Science Guy, so I’m pretty sure I would have been terrified of the Boogeymen (yeah, two of them) in this film. It was interesting to watch Don’t Look Under the Bed after seeing so many other early DCOMs this year. Frances Bacon McCausland (Erin Chambers) is a 14-year-old who wants to be viewed as a mature young adult, like some of the other DCOM protagonists. I love her business casual school wardrobe, and I notice her insistence that everything in life has a logical explanation. The movie was written by Mark Edward Edens and directed by Kenneth Johnson (who directed the first Zenon), with art direction by prolific designer Mark Hofeling — the set becomes so important in Don’t Look Under the Bed.

With Frances narrating her story, we are immediately brought into the town of Middleburg, which is in the middle of the U.S. Frances is also the middle child in her family, between brothers Bert and Darwin. Her father works in waste management, and her mom is an anthropologist. Mom is played by Robin Riker, also the mother in Brink! the memorable Marigold on Sabrina the Teenage Witch, and the “handler” in the DCOM Read It and Weep. The parents become very worried about Frances when she is framed for a series of strange pranks in her school and community, including: a letter B (for Bacon!) spray-painted on every locker, the McCauslands’ missing eggs slung at a teacher’s convertible, the family’s missing gelatin dumped into the school swimming pool, flowers planted to read that Frances’ friend Jo loves Bert McCausland, power outages everywhere except at the McCauslands’ house, which is decked out with Christmas lights… It’s all the work of the Boogeyman.

When Frances found out her younger brother Darwin had cancer, she told him to stop believing in his imaginary friend, just like she stopped believing in hers. Darwin’s former friend, the invisible Larry Houdini (Eric “Ty” Hodges), is suddenly visible to Frances. Everyone thinks she is crazy for claiming that Larry did all the pranking. Larry educates Frances on the Boogeyman origin story — that scorned imaginary friends eventually turn into Boogeymen, even Larry.

This movie has definitely earned its title. After a disastrous dinner at the McCauslands’ house with the school guidance counselor, young Darwin gets sucked up under Frances’ bed, also known as Boogey World. Art director Mark Hofeling shared on his website that this elaborate space was his biggest task for the film. Boogey World is an oversized imagining of what’s under the bed — giant stuffed bunny, baby doll, battery, peanut butter and jelly sandwich, a storybook. The grimy floor was made out of discarded carpet, cut into rings. This nightmarish scene is truly terrifying, and the Boogeyman costumes alone are frightening. When Entertainment Weekly interviewed director Kenneth Johnson in 2017, he revealed that the Boogey characters looked even more gruesome in earlier sketches. This was a Disney movie, after all, so the supreme Boogeyman (Steve Valentine) was lightened up a bit and written to speak in poetic couplets.

The Boogeyman was once Frances’ imaginary friend, Zoe. In order to save Darwin from him, Frances has to voice this piece of her past and be unafraid of the Boogeyman. Johnson explained that a kiss between Frances and Larry at the end (which helps Frances grow up) was in jeopardy because Erin Chambers was white and Ty Hodges was Black. “They had some concern about some of the Southern affiliates, particularly, not being happy about that,” Johnson said. He was persistent about this important kiss and said he was proud that Disney kept it in the script, telling Entertainment Weekly, “to let me have the ending the way that it needed to be, where the boy kissed the girl regardless of what color they were, was probably the most rewarding aspect of doing the movie.”