Long ago, before shooting movies in Knoxville became a regular event, a couple of UT kids had an idea and a few reels of film.

by Fred Sahms

It's late. And you're tired and a bit bleary-eyed. But the promise of Showtime's late-night "adult" programming has kept you awake this long, so you tune in, hoping to catch a movie with a decent score on Joe Bob Briggs' numerical rating system. No car crashes nor buckets of blood, but the title is Incoming Freshmen. Sounds good so far, and sure enough, the Breast-O-Meter clicks off as the movie rolls by. But there's something oddly familiar about the locations: Isn't that UT Stadium? The walkway over Cumberland? This looks like Knoxville!

Twenty-two years ago, before Box of Moonlight, before October Sky (formerly The Rocket Boys) and before Exiting Left, a group of University of Tennessee film students headed by Glenn Morgan and Eric Lewald wrote, directed, shot, cast, and acted in a feature film called Incoming Freshmen. With a cast and crew recruited through open calls in The Daily Beacon, the duo stumbled their way to Hollywood "success." The production company they formed, called Hi-Test Films, eventually sold the movie to the New York-based Cannon Group in 1978, which edited it heavily, shot some new scenes, and released it in 1979. Eventually, it become a late night regular on Showtime, still running as late as 1990, and it still turns up on video store shelves.

How did this well-intentioned drive-in movie become just another example of "adult" schlock? Well, that's Hollywood...

Morgan and Lewald met on the UT film committee in the spring semester of their freshman year, and graduated in 1976 with two of the first three film degrees awarded by the university, via the College Scholars program. To fund their film, which began shooting in the fall of 1976, they hit up 10 of their friends for capital, initially borrowing about $25,000 (which would equate to making a film on $100,000 in current terms). What they did not know about the business end of filmmaking and, more specifically, film promotion, was considerable—but had they known more, according to Morgan, they might have never attempted the movie at all.

"Our naiveté paid off," he said at the time. "If we had known how long it was going to be and all that was going to be involved, we would have been scared off."

Incoming Freshmen was never intended to be a film festival entry or art-house feature. Morgan and Lewald were aiming at the then-lucrative drive-in demo, whose standard fare was college comedies and teen sex horror flicks. According to Morgan, "We tried for a B picture, but it felt more like a Z picture after we saw the final (Cannon) version."

The budding filmmakers researched their project with evenings spent at the Dixie Lee Drive-In near what is now the intersection of Watt Road and Kingston Pike. Lewald, interviewed prior to the Cannon release, told a young Sam Brown, "We watched 15 or 20 [drive-in films]. Most of them were pretty bad." The pair saw the R-rated drive-in market as the "lowest common denominator market," needing "no car crashes and no big stars."

The movie itself is the story of Jane (played by Mary Moon), an innocent college freshman from the fictional small town of Sweetbriar, who comes to college on the bus and meets her worldly, not-so-innocent roommate Viv (played by Leslie Blalock), who attempts to teach her the ways of men and the college dating scene. The original version of the film comes off as an almost sweet "women's picture," with lots of relationship dialog between the roommates and between the boys they date. With Viv's help, Jane eventually sheds her small-town attitudes towards men and ends up with a mysterious motorcyclist in front of a romantic fireplace. There are the requisite bare breast shots in the film (Morgan and Lewald were aiming for the R rating they deemed necessary for the drive-in market), but nothing in the film is actually prurient.

"We had trouble finding women in Knoxville who would take their tops off" says Morgan. "Our breast-count was low."

Both versions of the movie, but especially the original Hi-Test version, are filled with scenes of pre-World's Fair downtown Knoxville and UT campus, with cameos by prominent UT economics professor Dr. George Spiva and local media personality Carl Warner. Much of the film was shot on campus, without the benefit of permission to use university property. "We didn't get permission, mainly because we didn't know how to get permission." Morgan says. "We got our hands slapped eventually for shooting in a dorm, but we had already finished." The fooseball scenes were shot in the old L&N Tavern on Western, and the disco scenes, complete with lighted dance floor, were filmed at a long-defunct establishment on Cumberland Avenue.

UT stadium, the pre-expanded version, also makes its film debut in the movie, although the college is never identified in the film. Jane and Viv and their dates attend a football game—actually the Tennessee-Kentucky game—and sideline footage is provided via a camera that was sneaked into the game wrapped in a quilt.

The filmmakers premiered their version of the film for about 150 people at a pizza parlor on the strip, "one of the few places that had a VCR (maybe a 3/4-inch machine) and a big screen TV in 1977." Through a distributor in Atlanta, Morgan and Lewald showed a "very unfinished" cut of the film to Cannon Group. Cannon, run by two Israeli producers nicknamed the "go-go boys" because they gave the go-ahead to just about anything, was one of the biggest schlock producers of the '80s. It sold out to Warner Brothers several years ago.

Cannon, though not overwhelmed, did say it might buy the movie if Hi-Test couldn't get anywhere with it. Morgan and Lewald—now living in Los Angeles—took out a loan (co-signed by some of the original investors) to finish the editing and improve their chances of finding distribution, but no one wanted a 16mm film. When the loan came due, the pair went back to Cannon and, with the help of an entertainment lawyer who was also a faculty member at the University of Southern California, got enough to pay back their loan, plus expenses.

Looking back, Morgan feels the lawyer actually hindered their cause by not asking for a lot more from Cannon—which, Morgan subsequently found out from the director of the re-shot scenes, made its money back very quickly. "Cannon wanted the movie for the title and the toothpaste scene," he says. In the scene, Randy, Jane's frustrated suitor, fantasizes about one of the tube-topped girls in the film (one of those women who would take off her top) while brushing his teeth and snaps out of his fantasy to find he has squeezed his tube of toothpaste all over himself.

Morgan believes Hi-Test could have asked for three times what they got for the film and paid back all their initial investors and even some wages to cast and crew. In hindsight, Morgan says, the changes Cannon made might not have been necessary. "If we had waited (instead of selling the film to Cannon), we could have sold the movie to video and cable with fewer changes." Of course, those markets didn't exist at the time.

Cannon spent three days shooting new scenes in New York, and basically "threw out half our movie," Morgan says. On a tragic note, Leslie Blalock, who played Viv, was killed in a traffic accident before the re-shoot. Cannon wanted her to be in their scenes, and brought Mary Moon to New York for the additional shooting. The director used a stand-in for the odd scenes in the film where "Viv" is only seen from behind, a brunette hairdo only. Interviewed prior to the re-shoot, Morgan said of Cannon, "all they want to do is polish it a little."

The Cannon version of the film is truly horrible: gratuitous bare breast scenes, an obese, leering professor, thickly overdone, New-Yorker-stereotyped Southern accents—this is Appalachia, not Alabama—and total disconnection from the story lines in the rest of the film. Cannon also added a black "Step and Fetchit" character. "I guess they figured we forgot him," Morgan says. After driving to New York with a friend, Morgan says his first viewing of the finished product was "the single most horrible experience" of the process.

The Cannon version premiered in Knoxville at the Twin-Aire Drive-In, and Lewald and Morgan tried their best to put on a happy face for a Channel 6 reporter, who interviewed them after the sold-out showing. Local reviews were mixed; one female cast member burst into tears. A much-matured Mary Moon, interviewed at the premier with a toddler hanging on her arm, didn't seem too keen on the finished product. When asked about a career in show business, she declined: "No, thank you. I'd prefer to be a metermaid."

Making Incoming Freshmen didn't help the filmmakers' careers in any direct way, but the knowledge of the filmmaking process and of the script-to-screen transition did help them both. "You have to wrap yourself around the movie you have, not the one you wrote," Morgan says.

Indeed, the experience must have been valuable, for both Morgan and Lewald have "made their fortunes" in the film business in Los Angeles: Morgan as a film editor, and Lewald as a writer of first cartoon and now live-action TV. Morgan is currently editing a special episode of MTV's The Real World, Hawaii and Lewald is executive producer and story editor on the syndicated show Young Hercules. Oh, and along the way, Morgan and Lewald (along with Bill Nation, a crew member on Incoming Freshmen) co-founded and now co-own Pro Italia, one of the largest European motorcycle dealerships in California. Bill Nation is a still photographer, with at least one Newsweek cover to his credit. Mary Moon is a homemaker in Chattanooga; Richard Harriman, who played Randy, teaches junior high school in Maine and still occasionally gets students who find the video tape and quote lines from the movie in class. The production supervisor on the film, Roger Shinn, lives near Sweetwater and still works on local film productions.

Incoming Freshmen didn't exactly do for the University of Tennessee campus what Box of Moonlight did for Bambi's, but it did involve a group of UT students and Knoxvillians in the movie making process, and got some feet wet in the film industry. In truth, the original version is grainy, low tech, and of pretty crude production value, even by 1976 standards. Morgan says he rarely watches the film anymore, but still likes it: "Hell, for me it's a home movie."