The Disney Channel Original Movie brand was born in 1997. Disney Channel officially recognizes Under Wraps as its inaugural DCOM (although they previously called its forgotten predecessor, Northern Lights, a DCOM). In any event, ’97 was a huge year for the channel. Before the DCOM collection began, the channel was rebranded with a new logo designed by Lee Hunt Associates — the Mouse Ears TV which housed a variety of Disney stars and characters.

Under Wraps — the story of three kids who accidentally bring a 3,000-year-old mummy to life — began an iconic Disney Channel tradition, the Halloween DCOM. As of 2022, there are more than 20 DCOMs that are either Halloween-themed, magical, or “scary.” Disney has also woven its modern-day Descendants and ZOMBIES trilogies into spooky season while still celebrating earlier Halloween favorites, like the Halloweentown and Twitches franchises.

Under Wraps itself has become a franchise, with a reboot in 2021 and a sequel to the reboot (Under Wraps 2) in 2022. The 2021 film was based on Don Rhymer’s 1997 script, and Under Wraps 2 features a special appearance from original Under Wraps star Adam Wylie! To commemorate the 25th anniversary of the movie that started it all, we’re talking to three of the key people who made the original film: director Greg Beeman, cinematographer Mark W. Gray, and composer David Michael Frank.

Greg Beeman, director: Carol Rubin [former executive director of original movies], she was this kind of fireball of passion behind those original Disney Channel movies. I think that that Under Wraps script had been around town as a feature film…at all the different studios. It kind of landed at the Disney Channel. … I think [the executives] had a little bit of a vision that this might become a thing, the Disney Channel Original Movies, but at that time, it wasn’t a for sure thing, you know?

From my point of view, I just met on it, as I do, as the director meets on projects. And I kind of pitched out what I thought and what I would do and how I saw it and what I thought was exciting about it. The meeting went very smoothly and I pretty much had the job right away.

David Michael Frank, composer: The first movie I did for the Disney Channel was Chips the War Dog (1990). It was a really nice movie. It took place in World War II. [Gary Marsh, who eventually became president/CEO of Disney Channels Worldwide] came to me and wanted me to work on this next movie they were doing called Mother Goose Rock ‘n Rhyme. …But Under Wraps was a wonderful experience, and so was You Lucky Dog right after that.

Mark W. Gray, cinematographer: Well, [Under Wraps] was a 1997 film. I think we shot it in the summer of ’96, in Chico [California]. … Greg Beeman was the director, who was another USC guy like me, from film school. He was about probably four years ahead of me at USC, a little more. He had directed The Big Garage, that was his student film.

Greg Beeman: The funny thing is, being the first Disney Channel [Original] Movie, there weren’t a lot of rules of what they had to do or what they didn’t have to do. I feel it was something that was important to [writer] Don Rhymer, the idea that it would actually be kind of scary. Like, he wanted the scary parts scary, especially that opening. I might have actually made that opening [the movie within Under Wraps] a little scarier than it could have otherwise been, ’cause I really wanted it to look like a horror movie.

The monster that grabs the dad and starts to pull his head down — Warthead. Don wanted it to be scary. No one at the Disney Channel said, ‘No, no, that’s not okay.’ And it’s really mostly that opening that’s the scary part, right? It was very clever. The script was really tight and Don was a great writer, but most of the time, almost every other project I’ve ever gotten involved in needs some work, sometimes a lot of work. There’s a period during prep, preparing to shoot the project, where you just really dig in and fix a lot of things. And I really remember that script was pretty much ready to go. We didn’t change very much, but all those details of the way the monster came through the glass and the way the carving knife fell in the garbage disposal, he set all that up in the script and it was very specific.

Mark W. Gray: [The movie theater scene] had to be a cheap, low-budget horror film. We had to keep it short enough that it wouldn’t make people change the channel, like they’re on the wrong network. Pretty soon you had to pop back and see the kids watching it in the movie theater. But this was back in the nineties before LCD screens and digital projection and LED lighting. Everything had to be done the old-fashioned way. So we had to shoot that film, get it printed on film, and project it in a real movie theater. A movie theater bulb is not very bright. They kind of turn it down to save money…

Garbage disposals are a source of terror, no matter how old you are. It’s so noisy and scary and the idea that a knife is sticking up, spinning around, and the ugly face comes… and the kid had a life-size mannequin of [Warthead] in his room.

David Michael Frank: I purposely made that more electronic sound. And I had The Exorcist type thing… but electronically, not acoustic instruments.

Before the chilling horror movie-within-a-movie, the main title theme is paired with an animated sequence featuring an Egyptian sarcophagus, layers of papyrus and gauze, a spider, and a snake. David Michael Frank composed the memorable theme and conducted the orchestra for the film.

David Michael Frank: I love that theme because every end of every phrase goes to a note you don’t expect. But it had that um-pa-um-pa um-pa-um-pa, which people now would say is Danny Elfman, but it’s really Nino Rota from Fellini movies, long before Danny Elfman did it in the Pee-wee Herman stuff. But he sort of started that trend… I wanted that kind of a sound, that kind of quirky, fun sound. It came out great.

Both Under Wraps and You Lucky Dog have a lot of sneaking around. Then in You Lucky Dog, I also had kind of Pink Panther-ish stuff, and the drums, the syncopated stuff because they were just so over-the-top oafs, the bad guys. Even put in big band when it’s a chase to make it totally ridiculous. Sometimes I get these wacky ideas and they work, like that tango type thing or Habanero type thing in Under Wraps [for the hospital scene]. …I’m a person who always uses themes. And I have the sneaky theme, and then you play that many different times in different ways. I love doing like, where you think [it would be] ending a cadence, but instead it wouldn’t. It would be a joke and then it would end afterwards… A false ending or something like that. Or making little musical jokes, subtle things.

I’ll develop a theme. I’ll write that main theme in Under Wraps and I’ll figure out where it would work. And I’ll go just to those sections and work on that. And then I have like the tender theme, you know, the sweet theme between the boy and the mummy or the boy and the girl. And I’ll try that out in different spots and maybe with a slightly different orchestration or a way of playing that theme. I like doing themes with melodies, which is very out now. if you notice in TV, it’s like they got rid of melodies. Someone can play something really pretty, it can be a tender thing. And it’s fine, but there’s no melodies. ….John Williams writes melodies, great melodies and uses them throughout. I like to write melodies, too, and things that people are gonna remember.

Greg Beeman: Emotion, in my opinion, kind of flows through projects, flows through movies. A movie will have a flow of emotions where you kind of move through one thing and then it transitions into another thing. And I’m just a big believer to go for whatever the emotion is, don’t hold back on anything. So I think that’s why the scary parts are scary. The the sweet parts are sweet. The funny parts are funny. I always want there to be a lot of heart in the movies. I want the characters to be connected. I want to really believe in the connections between people. So with whatever level my actors are, whether they be kids — we had three kids, some had never really acted before. Adam Wiley was super experienced — but I try to take the time when we’re shooting the scenes and blocking the scenes to really remind the people that they really care about the other people. A lot of times the director’s job is just to remind people of what they already know. … I also believe that there’s no bad guys. Yeah, there was a group of bad guys, but mom is a good person and Marshall’s a good person. Everyone has their flaws, but nobody’s a bad person. Everyone cares about everyone else, even if it’s from their own point of view.

We were not looking for super cutesy, classic kids. It was okay that they were a little rough around the edges and a little raw, a little complex in their emotional presentation. And I was really glad about that, that they didn’t have to be act-y kids.

Mark W. Gray: This film is a perfect parallel for E.T. A bunch of kids, basically on their own, unparented, find an alien, a creature lost in their world, and they have to sort of take care of it. Very similar vibe. So we kind of took that, and the look of E.T. has a lot of blue backlight, a lot of smoke, and it’s very spooky. It’s a lot of darkness and a lot of suspense… We were kind of going for that. … The main kid did have have a closer relationship with the mummy. He’s the leader, the same way Elliott has a close relationship with E.T.

[Marshall, played by Mario Yedidia], he’s a great character… he’s, again, like a kind of fatherless child. Unparented, like most movie heroes. And funnily enough, the guy who played the mummy, Bill Fagerbakke, also played the guy dating his mom. A classic, like Captain Hook, who also plays the father of the children in Peter Pan. Same kind of deal. So you saw Bill’s face for just one scene where he’s like, ‘Hey champ, your mom and I…’ And [Marshall] just hates him because you always hate the interloper. Bill was a sweet guy, but he was in full mummy makeup. He got there two or three hours early every day. So I never saw his face the whole production, except for that one day. We’d worked together every day for a month. And I saw him like a year later at a party in Hollywood and he was like, ‘Mark, how are you?’ I didn’t know who he was… ’cause all I saw was just his eyes for so long.

Greg Beeman: That was really my idea because Ted, the stepdad or the boyfriend — we were either gonna have to hire a local actor who wasn’t gonna be very good. And I thought, well, we’ve got Bill. It was kind of my idea mostly, so we would have a better actor, but I also thought Bill would enjoy the dual role. So I proposed it.

For some reason it struck me that it would be very funny to have this hugely tall mummy. And the kids would be short; he’s like 6’10”, so he’s double their size. In some ways that made framing harder. But I think Bill, he didn’t even really know until he got into it that he really doesn’t have that much to work with, his eyes a little bit. His jaws, vocalizing, and body English. So his whole performance was sounds, gestures, a little bit of his eyes and in some ways it’s very limiting. But I think he found it very freeing, and I don’t know what his process was to create his performance. I know that I was very much encouraging him all the time to try stuff and do stuff. When he tries to describe all that crazy stuff that happened when he went to the hospital… all he’s got is muffled sounds, no words, and his body language, and the kids are all looking at him. And I remember that was a funny scene and I really just let him go. I go, ‘Just go to town. Do whatever you wanna do. Tell the story of everything that just happened to you.’

Mark W. Gray: Well, the most important thing about shooting the mummy, or shooting anybody, really, is to get light in their eyes, to get eyelight. His eyes were deep set in because it was basically this over-the-head mask…with the bandages on it, but his eyes were all made up and they were like black eyelids. So we had a special light right over the camera that pointed right at his eyes, and we had a cucoloris, is what that’s called in filmmaking, which is like a board with holes in it and shapes in it to project broken-up light. And we had these kind of slits in it, kind of jagged slits, and the light was behind that. And the gaffer was always adjusting that to make sure the light was hitting him in the eye. … We tried to be a little more subtle having wavy lines and slightly softer light.

All the interiors were inside real locations, but they were tented in black, and we’d tent in bigger than the windows, so we could put lights outside the windows to get the moonlight coming in. Moonlight’s a key thing because moonlight activates the mummy. You know, that’s what brings him to life. That was a really complicated shot… We’ve gotta see the shaft of moonlight kind of track and hit the hand as the moon rises. I think we cranked the light so the light would move onto the hand. I remember that being very complicated with the smoke… You have to make it feel dark, but you have to still see everything. It still has to make a little bit of sense, like, what’s the light coming from? So I always had the moonlight in the back and then flashlights and things as I recall.

A lot of it takes place at night ’cause it’s a Halloween movie, which was very difficult ’cause we shot it in July, right around the solstice, shortest night of the year, where it wouldn’t get fully dark until like 9:00pm and we had to wrap the kids by 12… So we had very short nights [and shot day for night in the interior]. And then down the street was the exterior of the scary house — totally different house — that we could light up in the afternoon to shoot at night after dark. There’s a long walk-and-talk where they’re walking down the sidewalk, kind of expository after they leave the movie theater in the beginning. We had a big crane arm with a big blue moonlight. We followed along with a China ball light, two of them on the end of a 10-foot pole, holding it just like a boom pole. So there was this big soft key light right above the camera that went with us down the sidewalk. Then they would dip it down and bring it back up as if [the kids] went out of one street light and into the next, which is a trick I learned watching Annie Hall… They’re going through bright and dark, but the people behind them are not… The light is on top of the camera, because movies are fake.

Greg Beeman: I’m always trying to get scenes like what they call up on their feet. So, instead of people sitting around and talking in one spot, get them moving. I just like when the camera’s moving and there’s a sense of motion and fluidity visually. So I do remember that I would challenge these kids, like, ‘Okay, there’s not gonna be too much coverage here. We’re gonna do this all in one take.’ And even though they were young — a couple of them were relatively inexperienced — I remember that that was important to me that we would get them, all three, interacting in the same frame at the same time without a lot of editing.

What are three kids to do with a mummy in public? Disguise him, of course. Marshall, Gilbert, and Amy dress Harold the mummy in 1970s garb, and he walks along to “Get Down Tonight.” I asked composer David Michael Frank about the use of this song, along with Harold’s favorite, “All By Myself.”

David Michael Frank: They just bought the rights to [“Get Down Tonight”] or some version of it and cut the scene to it… The “All By Myself,” they cut it to it, and it was too expensive and they could not get the rights. They got the rights to the song, but not the recording. There’s two fees involved. There’s a sync fee, which is the music publisher, which was Eric Carmen and of course really Rachmaninoff ’cause it’s from the Rachmaninoff second piano concerto, the second movement. They got the rights to that, but not to the actual recording, which the record company controls.

So they asked me, could I do it? So we recorded it on my session, and I had a friend of mine, a really good friend named Jay Asher who had a high voice, and I knew he could pull it off. And he sang it, and he did a great job. So that’s a total knockoff, what they used to call sound-alikes. … Usually at the very end of the session, we do the source music, which is not underscore; it’s music that comes from the source, meaning it could be live music. If you’re in a restaurant and there’s a cocktail piano playing, or it can mean it’s from a jukebox or radio or whatever. Under Wraps, the mummy’s listening to it in the headphones, and then they sort of take it out into a big sound. So that’s called source music.

At the Halloween dance… I just said, we’ll just do a 12-bar blues type thing. Just beat and set the tempo. And that’s after all the musicians have left, except maybe I had a sax for that, and the guitar, keyboard, drums, bass, we record that stuff at the very end.

Mark W. Gray: I remember we had the whole town, like volunteer extras, in Halloween costumes. And they had costume contests and other stuff that kind of kept the crowd there. We shot that over two or three nights in that big sort of civic center room. I had them hang fairy lights in the ceiling. So there’s Christmas lights kind of crisscrossing the entire room from the center out, probably 200, 300 lines of Christmas lights. It’s a lot of work for the art department, but that did it. So anywhere you looked, there were sparkling lights in the background.

Within the Halloween dance scene, the kids and Harold, along with their adult sidekick, Bruce, try to escape the villains by running through a haunted funhouse. In both the original Under Wraps and the 2021 reboot, the blacklight effect is memorable.

Mark W. Gray: Yeah, Bernie was great. Whenever I said, ‘Look, we really should use a steadicam for this. We really should get two cameras on this,’ she was very amenable to expenses… We did have a great time up there. [Chico] had a beautiful town square in the middle of town with giant elm trees. They were planted like a hundred years ago when people first settled the town. … In the middle is just grass with paths and a gazebo and huge shady trees. And then right off of that is the movie theater, the cinema with a big neon sign. And that’s where we shot the cinema, was right there at the middle of Main Street. The stores were right around the corner from there. The villains’ hideout, they called it that ice cream factory, but it was actually a shut-down sugar mill, ’cause they’d grow sugar beets out there and make sugar. So the factory all smelt like ice cream cones.

I remember for the finale…this whole ceiling collapses on the bad guys. the special effects guys were so good. They had all of this debris, mostly foam, pieces of wood, and cardboard and drywall. And they balled it all up in a net hung above the set. And before we got there and started shooting, it was already up there and it was ready to go. Whenever they pushed the button, it would dump down. … There’s stuntmen standing by the guy’s truck and they look up and all this stuff falls down on them, and it looks like the whole building’s coming down. It’s just a bunch of styrofoam and junk.

Greg Beeman: [Bruce] who runs the comic book shop, was their buddy, and he’s wearing the skeleton outfit. And he goes, “Body Slam!” I remember giving him that idea, that moment of him getting super excited and going, “Body Slam, Body Slam, Body Slam!” I remember kind of pumping him up that he had the chance to body slam this other guy and jump on top of him. It’s funny, the character moments mattered probably more to me than the big moments of smashing and crushing and explosions. I like that character of Bruce and how he teams up with the kids. I thought that was a funny character, he’s caught up with a bunch of 11 and 12-year-olds.

The kids in this movie work together the whole time. Amy (Clara Bryant) helps Marshall realize that it’s okay for his mom to be in love and be happy; in fact, that’s good. Gilbert faces his fears and drives a hearse into the abandoned factory to save his friends. Marshall is determined to protect his new mummy buddy. In the end, Amy, Gilbert, and Marshall help Harold reunite with the mummy he loves. The 2021 remake closely follows Don Rhymer’s 1997 script but makes various updates, including placing a female in the role of Bruce (now calling the character Buzzy). I particularly enjoyed the 2022 sequel Under Wraps 2. Buzzy chaperones the three kids for the wedding of Amy’s father (Pops) and soon-to-be stepdad. The 2022 film shows that Marshall feels left out among Amy and Gilbert, which is a relatable issue in so many friendships. Also in the latest installment, Harold’s biggest enemy is an evil mummy — who used to be his friend. I wonder what Don Rhymer would think of the success and development of his original story. He passed away in 2012 due to cancer. I wish I could talk with him about his important part in the DCOM legacy. So many talented people brought this 1997 film to life. Thank you to Greg Beeman, David Michael Frank, and Mark W. Gray for sharing your stories this Halloween season.