Every October, we long for three things: cozy sweaters, our seasonal Pumpkin Spice Latte and "Halloweentown," the magical 1998 Disney Channel Original Movie where anything was possible.

The premise was simple: what if there was a town solely inhabited by skeletons, vampires, werewolves, trolls and ghouls? For most kids, that sounded like the most awesome thing ever. For teen witch Marnie (Kimberly J. Brown), that was her reality when, at the age of 13, she learned that she came from a long line of Cromwell witches.

"Halloweentown" had everything you'd want in a Halloween film -- magic, talking skeletons, spooky cauldrons, flying buses and even a super evil Big Bad whose master plan was to take over the happy-go-lucky town -- which is why it's become a bit of a cult classic for '90s kids.

MTV News is looking back on the film 17 years after its release on the Disney Channel. We talked to Marnie herself, Kimberly J. Brown, and director Duwayne Dunham about the making of "Halloweentown" and its cultural impact. So all aboard the magical flying bus because we're going back to "Halloweentown":

Duwayne Dunham (director): Disney had presented me the script, and I read it and I thought, "Holy smokes, this is big, I mean really big." They said, "Yeah we know, we just have to cut it down." And so I was attracted to the piece. It's always fun to do a holiday movie because they do tend to run annually. But it was an interesting script. It had a lot of fun in it and there was an opportunity to do some interesting things. And Benny the cab driver, of course, was hysterical. And you know, it had a flying school bus and some things that were just pretty fun. And I liked the story. I liked the story of the kids and their grandmother and the mother and the secret and all of that stuff. But it was like a $20 to $30 million movie when they presented it to me, and at that time, Disney Channel had just started production on their first movie, which was "Brink," and we were the second one. Our concept was great, but the scope was too much for us and our budget. So the trick was how do you keep the tone and the concept intact, and pare it down so we could afford to do this? That was the real trick.

So I met with the writers and we started going through it -- and I think they thought a couple hours and we’d be done -- but I was in that room with everybody for at least a week.

After scaling the concept down to fit the film's $4 million budget, and casting the film's young talent, the 24-day shoot started production in St. Helens, Oregon in the summer of 1998.

Kimberly J. Brown (Marnie): I really love that town of St. Helen's. It was the perfect location, with a town square and everything. It really made it real, stepping onto that set, because it didn’t really feel like a set, it felt like you were stepping into a different world. And then when they added the great costumes and the creatures that lived there... they would just be hanging out even when we weren't shooting, and you'd be like, "I actually feel like I am in a completely different world." And for me, I was born on the east coast and started acting in New York, and I lived in the city for many years, and then I moved out to Los Angeles, and it's just a different hustle and bustle. You really felt like you were in a completely different world. That part of it was really exciting, not only as an actor but as a young teen at the time, just being like, "OK, this is real, and this is really cool."

Dunham: At the time, it was basically an abandoned town. It had the town square, it had the Town Hall building, and then it had all of these shops around it, so it was an ideal place for us. I think the theme and the main instruction was, look, it's Halloweentown, but it's fun. So let's not go blacks and reds; let’s stay in the orange and brown kind of pallet. And they were fun sets -- the dentist office and the steam room and the barber shop and the broom shop and and the ice cream shop. The set design and production design was terrific, especially because we had no money to do it. It was all done with smoke and mirrors.

Brown: I loved Aggie's house, which was technically a different area of Halloweentown. I love what they did with the inside; they really captured the different aspects of Aggie's personality -- her magic skills and her travels, she was so eccentric. The big cauldron! I remember loving that house a lot, and then I think the main town square is such a classic. Who wouldn't want a giant jack-o-lantern in the middle of your town and have that be the central hub of the town? I remember liking the hair salon. I think it was because of... the costumes, and the different types of creatures they had there, and the spin that they did on the hair dryers, and the women -- how they were in their getting a hair cut. It was the little details that were so great. That was an especially fun day coming in and saying, "What can we see that is specific to Halloweentown?"

Dunham: Everybody really pitched in and everybody was really on board with what we were doing, so there was never any grumbling, never any "how come, why, what are we doing this for?" It was mostly attributed to the kids. They’d walk in and they’d be in wide-eyed wonder. They’d see these marvelous sets and these things, it’s like, "Wow, I’m in some sort of a haunted house kind of thing, but it’s my grandmother’s house!" They would just be looking around in awe.

The film's small budget presented more than a few challenges for production, from set design to special effects.

Dunham: We didn’t have very many of those creatures roaming around. We had just enough, and we would double up and change costumes and make it look like there were more and different people and that sort of thing.

Brown: Some of them could take their masks off and some of them couldn’t, so it was always funny to see the actors walking around when we weren't shooting or setting up a shot; seeing them with part of their costumes off because it was in the dead of summer, so it was also hot. It would bring you back to reality for a second, and also to see how those parts were created because a lot of it we wouldn't see until the day of shooting. So it was always fun to see the behind the scenes of something, and see how they put it on.

Of course, some things were more technical than others. As it turns out, a flying school bus wasn't the only problem Dunham and his team had to solve.

Dunham: I remember I just needed this establishing shot where Kalabar winds up on the edge of the roof, and I told the guys, I said, "Look, we can’t afford to shoot both sides of this thing and move. So here’s what we’re going to do. We’re going to shoot one side here as the real side and then I want you to make some letters for City Hall and we'll turn them backwards, OK?" And then have everybody’s eye line be exactly wrong, but we can flip the film in post-production and make it look exactly right. [Laughs]

Brown: I believe we filmed the broom flying scene on my last day of shooting, and I think Debbie's [Reynolds] as well. Basically, the broom was sitting on a pole high up, and we would climb a ladder and sit on it and they would move it back and forth and tip it up and down and we would pretend we were flying. It was in front of a blue screen. They would turn the fans on, and we would act like we were flying around. It was so fun to do it with Debbie because she was always down for everything, she's such a team player, she always looked out for me and she made everything fun. I couldn’t wait to see how that turned out as far as being so technical. And that broom was so cool too! I remember shooting that scene when Marnie was wanting to buy one, that was another aspect of the production design, those brooms were so cool, just the details, I really loved all of them.

Dunham: When the Kalabar materializes on the roof, he was shouting so much that the actor actually lost his voice and then he had no voice for several days, and that was a bit of a problem for us. But the toughest scene to film was when Kalabar is talking to the town and Marnie is there, and he spots her and she puts her hood up and starts walking and she’s got that talisman, and she's got to get to the pumpkin. Then he zaps her, and she drops the thing and it goes down and it goes, "Whoosh!" And I just remember there were a lot of pieces to that, and it was a complicated scene. Then the end of the film, where everybody’s in the bus and Benny’s there and they say goodbye and the bus lifts out of frame -- that was a bit challenging as well.

Perhaps production's biggest undertakings was creating Benny the cab driver, a talking skeleton that was completely animatronic and operated by two people at all times.

Dunham: We spent money on Benny. We built him, and one person worked the mouth and the other worked, depending on what the shot was, but a hand or something like that. Benny is one of my favorite characters. He's just kind of high-wired, kind of crazy, like a New York cabbie.

Brown: His sense of humor was unlike any other character. And they found a great actor for the second one, which had to shoot under the grey spell, and to play him in the flesh.

The film's extrememly detailed costumes were designed by Brienne Glyttov. She's the one responsible for creating Kalabar's now-iconic spooky look.

Dunham: Who I think deserves special credit was the costume designer [Brienne Glyttov]. She’s the one who came up with Kalabar's flowing robes and his suit and top hat combination. I picked her when she presented her stuff because she was a person who had done a lot of opera and she just got it. And I knew just for Kalabar and his flowing robes and Debby's dress that it was worth hiring this woman because she'll get it right. And she did.

Brown: Marnie always rocked a really good witch's cloak. I always thought her outfits were pretty badass.

After wrapping production in St. Helens, Dunham began post-production on the film in late summer.

Dunham: We were in the editing room, and Disney Channel stayed at arm’s length and they left us alone. Mark Mothersbaugh had done the music and done a really nice job, and we put it together. Then comes the day that you have to send a copy over to the studio. And so we keep working, but in the back of your mind you know that the studio has the movie, so sometime today they’re likely to watch it and then you’re going to get that phone call. And it's one that you dread. And the phone call came through in the early afternoon, and they said, "OK. The studio wants to talk to you." So I walked over, and as soon as I said "hello" all I heard was applause from the entire group that had watched that movie, the executives. It was just applause. And then it was congratulations. That’s the kind of call you like to get.

"Halloweentown" was not only an instant success for the Disney Channel, but it's since become a cult classic for the generation that grew up with it.

Dunham: A couple years ago my daughter was either in Australia or Greece, and she called and said, "Oh dad, 'Halloweentown' is on here!'" That's when I realize that the film really had legs.

Brown: Sometimes, I'll be visiting with different people and it'll be on, so I would watch certain scenes with a family member when they had it on. All the memories and the fun times come flooding back, like deja-vu, and when I see it I just remember everything that went into shooting that scene. So sometimes its fun to just see the movies for that reason, to see those memories.

Dunham: I do have a memento from that movie that I do drag out every Halloween. We had a stained glass worker there, and I don’t even know where it appeared in the movie, but it’s a stained glass picture of a black cat with an arched back and kind of an orange moon. And so each Halloween I set that in the window and I put a light behind it. That’s my beacon to Halloweentown.

Brown: I have a couple little things. From the second movie, Marnie's broom in that one that she could carry around in her pocket and can expand full size. Not the one we used for shooting, but one of the dummy ones we used in rehearsal. I have things from Marnie's bedroom in the third movie, some of the decorations. I have one of the Halloweentown books, one of the original books from the first movie. The executive producer was kind enough to give me one. The picture of Marnie in that book, they had it made. They had an artist actually draw that to look like me, and by the third movie they had it made into a poster for Marnie's room, and I have a small poster version of the photo frame, like a wall poster.

Dunham: It’s funny because... I remember "Halloweentown" fondly, but it’s like I don’t think of it as anything real special. It was just a lot of fun to do. It is amazing to me that when people ask me what I've done, and I say, "Well, you know, the couple you’d probably recognize would be 'Homeward Bound' and 'Little Giants.'" And they’ll say, "Oh yeah, 'Homeward Bound.' I love that." And then occasionally, someone will say you did "Halloweentown" too! And I go, "Yeah." [Laughs]

Brown: I love Marnie and everything that she stood for, so I'm really happy when people tell me how much she meant to them. Marnie always knew there was something different about her, and when she did find out about her magic, she wanted to know everything she could and really fully live in that and be herself. She was just always really cool in that way. I admired her determination and her sense of humor and her willingness to take on her family legacy. Who wouldn't want fly a broom and make things magically appear? I think I would definitely take that on as a teenager. Of course, it had its little bumps along the way. I loved that we got to see her figure out how to be a teenager but also how to be a witch at the same time.