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Monsters have some pretty predictable hiding places, and in 1999, Disney used one of the classic go-tos — under the bed! — as inspiration for the second-ever PG-rated Disney Channel Original Movie. (Most others had been G.) Don’t Look Under the Bed welcomed viewers to the small town of Middleberg, where teenager Frances (Erin Chambers) was ­battling the Boogeyman (Steve Valentine) with the help of imaginary friend Larry Houdini (Ty Hodges). Director Kenneth Johnson shares secrets from the cult favorite.

Viewers Almost Got a Much Scarier Boogeyman

The look of the monster (and his terrifying fingernails) is something young viewers won’t soon forget. But turns out it was originally even worse. “In the early concept drawings, it was really dark and [had] quills sticking out,” Johnson says. “It was nightmarish.” Ultimately, Johnson decided he didn’t want the Boogeyman to be too dark, so it was bye-bye serpent’s tongue. “I said, ‘Why don’t we take him more Victorian and let’s have his dialogue be limerick-like and make it a little bit lighter.”

Credit: Kenneth Johnson

Disney Caught Flak for the Film

When Johnson 
was making Don’t Look, the thought of a rating never crossed his mind — after all, it was a TV movie. But when the film was given a PG rating, there was a “kerfuffle” about how frightening it was. “There were a number of meetings where we’d talked about the tone and what [Disney] wanted 
it to be — scary 
but not too scary,” Johnson says. “That’s the bar we kept trying to find. Everybody thought we had hit it until they started getting derogatory mail after it aired.”

The Ending Got Scrapped

“In the original script, Frances and Larry clipped on the temptrifuge, and it solved the problem and the Boogeyman went away,” Johnson says. But, referencing the lesson of Dumbo, he adds: “The hero cannot be using something outside of herself. The heroism has got to come from within.” And that’s why Frances ultimately defeats the Boogeyman by admitting she’s not scared anymore.

An Onscreen Kiss Nearly 
Didn’t Happen

The role of Frances’ friend Larry was not written as a black character, and when a black actor was cast, Johnson says Disney posed a question: What are we going to do about the kiss at the end? “Disney was concerned about having a black boy kiss a white girl. They asked me to do it a couple of different ways, including 
not really at all. 
I fought for it.” 
Eventually, Johnson says, Disney stepped up: “The way it is in the film is exactly the way 
I had always intended to do it.”