Knoxploitation: The Making of 'Incoming Freshmen'

They took their movie to Hollywood—and got back T&A schlock!

In the wee hours of a West Knoxville morning in 1981, Brad Reeves crept out of bed at his parents' home to perform a pre-adolescent ritual many men still remember, a ceremony that alters boys-room conversations forever. He glimpsed his first bare breasts on TV. Even for 1981, the scenes weren't especially pornographic, but to a 10-year-old boy, a close-up of a bountiful (and non-surgically enhanced) college coed peeling off a tight tube-top made an indelible impression.

But something was a little different about this late-night T&A schlock: authentic East Tennessee accents. Unlike breasts, you just can't fake those, not accurately anyway, in Hollywood. The backgrounds weren't the usual Los Angeles locations like Sunset Boulevard or Echo Park, either. Instead, the scenes looked oddly familiar: The football game shots appeared to be at Neyland Stadium; in another scene, the building in the background looked an awful lot like Greve Hall. Reeves wondered: Just what was this movie anyway?

It would be 1999 before Reeves would learn (in a Metro Pulse article) that the breasts he saw—some of them anyway—were bared for the cameras right here in Knoxville. A film fanatic since age 13, Reeves and his wife Louisa Trott founded the Tennessee Archive of Moving Image and Sound. Not long after, a copy of the infamous film fell in his lap: "Soon after we started this archive, about 2005, a collection of Betamax tapes came in, and there was the Holy Grail: Incoming Freshmen."

Glenn Morgan, who made Incoming Freshmen with fellow University of Tennessee film student Eric Lewald, was in Knoxville earlier this month and stopped by the East Tennessee History Center, where the archive is housed. "My favorite filmmaker," Reeves beamed as he shook Morgan's hand. Reeves is totally serious. TAMIS is showing the original "director's cut" of Morgan's film at the Relix Theatre on North Central, as part of the Raven Records' grand opening/WUTK fund-raiser in Happy Holler June 16. Why would such a serious-sounding organization want to screen a bit of soft-core Knoxporn history?

"People have been whispering in my ear for years," Reeves told Morgan. "This movie has developed a cult reputation around town, and I'm glad to be able to show your version. It's about time." Except for a private showing of the original at the UT Student Center in 1977, this version has not had a public viewing. Around 2010, Morgan sent Cormac McCarthy scholar Dr. Wesley Morgan (no relation) a collection of his films, and Dr. Morgan passed them on to TAMIS. Reeves watched them all, mostly for glimpses of historical East Tennessee backgrounds, but the stash contained a DVD of the original edit of Incoming Freshmen, which is 100 percent East Tennessee.

Thirty-six years ago, a group of University of Tennessee film students headed by Morgan and Lewald made a sub-low-budget 16mm feature film for the drive-in market. With a cast and crew recruited through open calls in The Daily Beacon, the duo stumbled their way to Hollywood "success." Their production company, 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.

Incoming Freshmen had one theatrical run, almost exclusively at drive-ins, but did open at the "hardtop" World Theatre on Hollywood Boulevard. ("ALL SEATS $2.00!") The movie made the Playboy Channel rotation for a bit, and has been sold as part of several VHS, Betamax, and then DVD package compilations, including Brentwood Media/BCI Eclipse's Toga Party DVD 10-pack. The solo DVD is available on Amazon, as is the poster.

How did this well-intentioned drive-in B-movie become so disjointed and, well, bad? That's Hollywood...


Morgan and Lewald met on the UT film committee in their freshmen 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. 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," Morgan said. "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." The budding filmmakers self-focus-grouped at the Dixie Lee Drive-In, near what is now the intersection of Watt Road and Kingston Pike. The pair saw the R-rated drive-in market as the "lowest common denominator market," needing no stars, car crashes, or special effects.

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. Viewed in 2012, it's almost a "chick flick," with lots of relationship dialogue 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. Morgan himself is hilarious as a scatterbrained poli-sci professor.

There are the requisite bare breast shots, 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 the UT campus, with cameos by prominent UT economics professor 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 asked for permission to shoot on campus, but no one knew how to give it," Morgan says. "We figured if they didn't know how to give permission…."

The fooseball scenes were shot in the old L&N Tavern on Western Avenue, and the disco scenes, complete with lighted dance floor, were filmed at a long-defunct establishment on Cumberland Avenue.

Neyland 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 stadium scenes are filled with skinny people wearing tan and brown.

Decades before the GoPro video camera was invented, Lewald and Morgan hauled an Arriflex 16mm camera aboard a Ducati and filmed US 129 from a moving motorcycle (followed by a second trip with a Nagra ¼-inch audio recorder). Morgan remembers the Cannon guy's reaction to the motorcycle footage so dear to the filmmakers' hearts. "He said ‘What's with this motorcycle scene? Did you ride all the way across Tennessee?'" The negative of that footage, returned to the filmmakers by Cannon, is all that's left of the original film stock. "It'd be expensive, but it would be fun to make a short film of just that negative, which would look fabulous," Morgan says.


The filmmakers premiered their version of the film for about 150 people at the UT Student Center. Through a distributor in Atlanta, Morgan and Lewald showed a "very unfinished" cut of the film to Cannon Group. Though not overwhelmed, Cannon did say it might buy the movie if Hi-Test couldn't get anywhere with it. Morgan and Lewald—then 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. Morgan made a video dub on the sly using equipment at the local cable TV company (his friend Jack Stiles worked there and now co-owns Raven Records) and shopped it around in L.A., but got no bites. When their loan came due, they sent the video back to Cannon in New York, and got enough for it to pay back their loan, plus expenses. That video dub became the only record of the "lost" Hi-Test cut of Incoming Freshmen.

"Cannon wanted the movie for the title and the toothpaste scene," he says. In that 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 toothpaste all over himself.

Cannon was a lower-budget film production company that had produced a few critical successes, notably 1970's Joe, starring Peter Boyle as a disturbed, hippie-killing blue-collar worker. Made for just $106,000, Joe earned nearly $20 million at the box office and received a best screenplay Oscar nomination. But for every Joe, Cannon cranked out 10 versions of Cheerleader Beach Party.

A few months after the Incoming Freshmen agreement was signed, Israeli cousins Menahem Golan and Yoram Globus purchased Cannon and took the company even further away from films like Joe, and toward films like the Cannon version of Incoming Freshmen. During the Golan-Globus years, Cannon cashed in on a river of B-movies, including the Chuck Norris vehicle Missing in Action, the Death Wish sequels with Charles Bronson, and Breakin' and Breakin' 2: Electric Boogaloo. Cannon ceased to exist around 1993.

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, older sister to Knoxville meteorologist Scott Blalock, 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 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."

Cannon also liked Carl Warner as the lecherous professor, and invited him to New York to shoot additional scenes. But he didn't go. "I just couldn't go to New York at the time, with too much other stuff going on, so they shot without me," he says. Warner still likes the work he did. "I think I was a much better professor."

The Cannon version of the film is dreadful, and embarrassing to the cast and crew, whether their part made the Cannon cut or not: gratuitous bare-breast scenes; an obese, leering professor; thickly overdone, stereotypical Southern accents; and total disconnection from the storylines in the rest of the film. Cannon also added a black Stepin Fetchit-type 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 Los Angeles Times review loved the Hi-Test actors and scenes, and wondered what the hell happened.

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. When Mary Moon (now Ballard) saw the Cannon cut, she insisted on a stage name, Ashley Vaughn. She says she really was the sweet innocent girl she portrayed in the movie. "My family thinks it's a mortal sin to play cards on Sunday. When I saw the final, I had to change my name. It was kind of embarrassing."

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, we could have sold the movie to video and cable with fewer changes," he says. Of course, those markets didn't exist at the time.

The pair subsequently found out from the director of the re-shot scenes that Cannon had made its money back very quickly, and ultimately made as much as $3 million off Incoming Freshmen. The agreed-upon gross-receipts percentage never came. Years later, Lewald got a call from another filmmaker who wanted to pursue a class-action suit against Cannon over non-payment, which Lewald declined to join.

"Cannon would acquire the rights to these films and pay little or nothing up front, then distribute them worldwide and never pay anything else," Lewald says. "It was a corporate tradition. We got a lesson in Hollywood accounting."

Lewald still believes he and Morgan did well, though. "People out here [in Hollywood], people really experienced and smart, still get left with nothing if they aren't careful," he says. "We were young and inexperienced, and we managed to get a feature made, sold, and distributed. And we got paid. Even if people never watched the movie, that alone helped open some doors."


Making Incoming Freshmen was a magnet for talented, creative people at UT. And it brought together a great group of friends. Morgan, Lewald, and Bill Nation have remained friends since the casting call. "Bill showed up at our cast and crew auditions wearing a Norton jacket, so we knew he was one of us," Morgan says. Their friendship has weathered two businesses, multiple careers, motorcycles, families, and Hollywood. They have been business partners in one form or another since 1986, and their motorcycle shop, Pro-Italia, celebrated it 25th anniversary this year.

All three are married and live in Los Angeles, and not the gritty part. They meet regularly for Pro-Italia business, but those meetings have a social component, too. In 2011, Lewald, Morgan, and Nation stole enough time to take two motorcycle trips together. "That's been a great renewal of our original mission, which was to ride our bikes together," Morgan says. "Starting and running the motorcycle shop took a great toll on how much time we actually spent riding our bikes."

Morgan established himself as a video editor on music videos and documentaries, and features including Siesta and Wild Orchid. He's currently supervising editing of the 10th season of Project Runway, and recently edited Gordon Ramsay's Hotel Hell.

Lewald was just in Knoxville for the first time in 20 years, and was shocked to see a bustling Gay Street at night. He's been writing mostly animated youth-oriented scripts since 1985. His current project is a Singapore-produced 3-D animated series called Dream Defenders, playing on the 3netcable network.

Nation's part in IF was one of many that didn't escape the Cannon cut. Nation worked at The Knoxville Journal for two years before moving to California, where he assisted renowned fashion photographer Helmut Newton in 1985 and 1986. He worked as a celebrity photographer himself, with some high-profile clients, until 1998. That year he took on running Pro-Italia full-time. The shop consistently places among the top three Ducati dealerships in the U.S.

Morgan keeps in touch with many of the Incoming Freshmen cast and crew. He mails out wicked funny Christmas cards, too. When he's back in East Tennessee, his dance card fills up fast. When he was in town this month, Morgan had dinner with Roger Shinn, who was production manager and second-unit cameraman on Incoming Freshmen. Shinn has stayed in touch with Morgan and Lewald since 1976. He still lives in Roane County, and would love to see the screening of "his" version of the movie, but a much more recent film project takes precedence. He was director of photography for Brook Benjamin's entry at the competing Knoxville 24 Hour Film Festival on Saturday night at the Bijou.

Mary Moon (now Ballard) was happy to hear the original cut was getting its due. She went to Colorado and then California after her film debut, but eventually "married well" and now lives in Chattanooga. Like many of the cast and crew, Moon owns a copy of each cut of Incoming Freshmen. Three years ago she took a copy to a friend's who wanted to watch it on her new 40-inch flat screen. She took the wrong version.

Carl Warner had a long and varied career in radio, television, newspapers, and motion pictures, both before and after Incoming Freshmen. He was soundman for the films Oklahoma! and Around the World in 80 Days and worked a stint as a UPI foreign correspondent in the '60s. He hosted a conservative talk-radio show on WETE in Knoxville in the '80s. "My 10 p.m.-to-midnight show drew better ratings than all the other Knoxville radio programming combined," he claims. In 2011 Warner was elected Anderson County State Constable. "When my term expires I'll be 90, and I'll probably run again."

This Saturday evening, some of the motorcycles parked across North Central from the Relix will sport "Not Art" stickers. Viewers should remember that this film should wear the same warning. Incoming Freshmen was never intended to be a film festival entry or art-house feature (nor an XXX sleaze reel). These bright young people weren't trying to be Andy Warhol or Larry Flynt. They were just trying to get a feature film produced and distributed. They were successful.

Morgan is happy that the original version of Incoming Freshmen is getting a public showing after all these years.

"It's about damn time. Everybody liked it, and was proud… well, wasn't embarrassed about being in the original," he says. "It's what they thought it was going to be."

In truth, the original version is grainy, low tech, and of pretty crude production value, even by 1976 standards, and the audio loses synch from time to time. Morgan says he rarely watches the film anymore, but still likes it: "Hell, for me it's a home movie." Lewald goes a bit further: "Both of us remember it as the greatest year of our lives."