Photo by Dave Allen

Pony Express, Disguise's largest competitor

When the trick-or-treaters show up on your doorstep tomorrow, notice how few are wearing flimsy plastic outfits with heat-sealed seams. Plastic costumes onces were ubiquitous, and their disappearance is a fact for which Bob Pickens takes some credit. Sixteen years ago, Pickens and two associates started a company they call Disguise. Today the Poway enterprise claims to be the world's largest manufacturer of Halloween apparel. Two other large manufacturers also have offices here, making San Diego, according to one observer, "the Halloween capital of the United States."

Now 44, Pickens never dreamed of becoming a masquerade mogul when he was a boy. Growing up in Whittier, he loved magic, and by 15, he’d been hired as a demonstrator at a small magic-and-costume shop. Mom-and-pop operations were the mainstay of the Halloween industry in the mid-’70s, he says. “The Wal-Marts and the Targets didn’t carry much.” Pickens found he enjoyed selling costumes, and by the time he was 16, he’d assumed responsibility for all of the shop’s Halloween purchasing.

He later went to college to study architecture but dropped out to become a professional magician. In the fall of 1980, he heard about an opportunity to make some extra cash running a concession called the Halloween Shop in a Los Angeles-area Sears store. A San Diego native named Chuck Martinez had come up with the idea for the first Sears-based Halloween Shop two years earlier. He had tried it out at the old Cleveland Avenue Sears outlet (located where the Uptown Center is now), and it worked so well that when he hired Pickens, Martinez was expanding the concept to about 30 Sears stores. The concession run by Pickens prospered, and he went on to become a regional manager and then the Halloween Shop’s full-time director of merchandising.

Bob Pickens: “Mom didn’t have the time to stay home and make costumes for the kids the way she might have done in the ’50s and ’60s.”

Photo by Dave Allen

Pickens says Martinez eventually sold his company and the two men lost touch, but they ran into each other at a party in the fall of 1987. They got to talking about the low quality of most Halloween costumes, about how no manufacturer was breaking new ground. “The big retailers were just starting to get into Halloween at that time,” Pickens says. “It was a perfect opportunity.”

About a week later, Disguise was bom. Pickens and Martinez brought in a third partner, an old friend of Martinez’s from his Halloween Shop days, who would run the sales department out of New York City. Design and operations would be based in San Diego. “When I worked at the Halloween Shop, we actually manufactured our entire product line,” Pickens says. So getting costumes sewn in Mexico and Southern California was “right up our alley.”

Stephen Stanley: “Masquerade is in the blood of the French and the southern Europeans."

Photo by Dave Allen

He says for the 1988 season, he and his partners concentrated on creating “the basic characters of Halloween. I mean, we had the typical Witch, the typical Vampira, the typical Vampire,” with adult and children’s versions of each archetype. The selling point, he says, “was the quality and the design of our overall package. We had a great catalog. The costumes fit and were attractive.” They cost no more than other cloth costumes available at the time, Pickens says. “We set a new standard in the industry. And we were very successful, right out the door. Our first year in business, we did a million dollars in volume.”

The next few years brought steady growth, fueled, Pickens believes, by broader societal currents. Starting around the time Martinez founded the Halloween Shops, a growing number of American families included two wage earners. “Mom didn’t have the time to stay home and make costumes for the kids the way she might have done in the ’50s and ’60s,” Pickens points out. “And because there were two-income families, people were more willing to spend a little bit to have a nice costume for their kids. There was definitely an increased level of sophistication and taste.”

Paul Palmieri was asked to create an effect for Titanic. He made a cast from the arms of Leonardo DiCaprio and Kate Winslet.

Photo by Dave Allen

The number of adults seeking costumes also exploded in the late 1970s and early 1980s, Pickens notes. “More adults started participating in adult Halloween activities, beyond taking the kids trick-or-treating.” Grown-ups began giving and going to parties and dressing up at their work sites. And they all wanted cool things to wear.

Although Disguise was successful from its inception, Pickens says a turning point came in 1991 or 1992, when the firm got its first license to make costumes inspired by copyrighted characters, in this case, the Muppets. “The Muppets really weren’t doing anything at that time,” Pickens recalls. “People knew who they were, but it wasn’t a big business for us.” Nonetheless, Disguise’s Muppets demonstrated the fledgling company’s capabilities, and a year or two later, when the company that had been making costumes based on Disney characters went out of business, Disguise became the sole licensee for all of Walt’s offspring. “We were still kind of the little guys,” recalls Pickens, so this development shocked the industry. “It was a big breakthrough.”

The next year brought a grander and more improbable triumph. At a licensing convention, Disguise acquired the right to make costumes based on a new upcoming TV show. They looked easy to develop, the license was cheap, and everyone else had passed it by, Pickens says. “So the licensing guy picked it up, and I remember thinking, ‘Eh. This is going to be kind of a throwaway.’ ”

When Pickens later saw the first episode of The Mighty Morphin Power Rangers, he says it confirmed his worst fears. The show starred five teenagers who battled evil space villains by using magical coins to empower themselves with supernatural strength, speed, and agility. They also summoned and commanded war machines known as Zords. “I remember thinking, ‘Oh my God. This is the worst thing I’ve ever seen in my entire life!’ They actually had a whole segment in the middle that went out of business, Disguise became the sole licensee for all of Walt's offspring.

When the company that had been making costumes based on Disney characters was used in all the different countries [where the show was to be aired ], and they dubbed in different voices. It was a crazy concept

But the show entranced legions of American children. “Within two weeks of its airing, it was the biggest thing on television,” says Pickens. “We were watching the news and seeing that a personal appearance of the Power Rangers at Universal Studios was causing a traffic jam all the way from the 101 freeway to the 5.” Disguise soon had the costumes ready to sell, and it was “a whirlwind,” he says. “We immediately knew we had this huge hit.”

Pickens boasts that the company filled all the demand for Power Ranger costumes, except for a few reorders that came in too close to Halloween. “They truly were easy costumes!” he says. “It was just a bodysuit and a mask. There weren’t a lot of pieces and parts. So we were able to keep pumping them out. The hardest thing was getting the masks, ’cause those were made overseas. But again, once you got those factories going, it was pump ’em out, pump ’em out, pump ’em out.”

When Disguise added up its sales for Halloween 1993, the Power Ranger costumes amounted to half the total. And the costumes continued to be hot the following year and the next. Pickens says by Halloween of 1995, the company’s sales had grown to $63 million. “On paper, we looked phenomenal. We had every great license. Power Rangers was still going strong. It was a really good time to market the company.” Pickens and his partners sold out in 1995 for an undisclosed amount to a Chicago investmentbanking firm. Two years later, Disguise was acquired by the C6sar Group, a French company whose roots extend back to the early 1800s.

As unlikely as it might appear, there was a natural affinity between the elderly French enterprise and the San Diego upstart, according to Stephen Stanley, Disguise’s executive vice president of licensing. He explains that the French enterprise began as a manufacturer of feather-quill pens. But with the sudden advent and overwhelming acceptance of steel nibs for writing instruments, the family that ran the business “was left with a warehouse full of feathers,” Stanley says. “They had to do something with them.”

Their solution in 1842 was to start making feathered masks for the masquerade trade. “Masquerade is in the blood of the French and the southern Europeans,” asserts Stanley. “To put on another persona for a night — whether it’s according to a pagan ritual or otherwise — is a very basic behavior pattern. It’s immensely fun. And some of the wisest ancient philosophers have said it’s very good to get outside yourself.” Although Halloween with its tradition of asking for treats on the last day of October is a purebred American phenomenon, Stanley notes that in recent years, a growing • number of British, German, and French people have begun observing the holiday. He says in France, a lot of the credit for this goes to one of the Cesar Group’s recent leaders, who ran several successful promotions in French taverns in the mid- to late ’90s. Other marketers since have jumped on the bandwagon, and it’s now not unheard of for French boys and girls to go door-to-door on October 31 declaring “Joyeux Halloween.”

Stanley says Cesar has its own Madagascar-based costume-manufacturing arm that satisfies much of the European appetite for dress-up clothes. The majority of the outfits created by Disguise, in contrast, go from the Poway facility to retailers in the United States, Canada, and Mexico. Those retailers run te gamut from mass marketeers (Costco, Walmart, Party City) to catalogs (Lillian Vernon, Sensational Beginnings) to online vendors to specialty outlets such as the Spirit stores that pop up like mushrooms early every fall. But Disguise sells nothing directly to consumers. “We leave that up to our retailers,” says the company’s marketing manager, Deborah Dalva. “There’s a whole different shipping and warehousing process that happens for individual pieces.”

All of Disguise’s operations unfold in a section of southern Poway that not long ago was undeveloped back-country. In the year 2000, the company moved into a massive new building that bears a D-shaped like a Mardi Gras mask, followed by a wiggly procession of the other letters in the company’s name. The logo hints that this is not such a stolid, linear place as the high-tech neighbors down the street, and the lobby, too, has a playful air. A life-size bio-mechanical alien stands guard next to the receptionist’s desk; mannequins costumed like royalty, classical Japanese characters, and devils pose on platforms rising to a second floor.

The workers toiling back in the cavernous warehouse look as if they’re having about as much fun as Costco cashiers, however. Every year in early May, the company starts hiring temporary employees to help ship orders for the upcoming season. By midsummer, Disguise’s payroll includes close to 1000 workers, according to Dalva, who adds that by then some retailers are already “setting” their Halloween displays. The Party City outlet in Carmel Mountain had its “boiling-over cauldrons and the ‘Mwa-ah-ah-ah’ kind of doorbells and all that jazz” out by the end of June, she claims. By late July, Michael’s in Poway was ready for the big autumn holiday.

Every October, Disguise’s workforce shrinks back to about 100. “We give our employees Halloween off,” Dalva says. “We don’t have a big Christmas holiday party.” Instead, the company throws a Halloween bash on the 30th. “The challenge is always that you cannot come in a Disguise costume,” Dalva says. Last year, when the theme was Hollywood, she and a couple of coworkers came “as three trashy nurses. We each had a stethoscope that had a star and said ‘PORN.’ We wore high boots.”

Once Halloween is over, Dalva says, “People think we do nothing for the rest of the year. It’s hilarious.” She says in fact it takes 18 months to bring most costume from their initial conception to their debut in the nation’s streets. This year the company’s three-quarter-inch-thick catalog was stuffed with 800 or so separate outfits and an equal number of accessories: masks, horns, skeletal and otherwise grisly gloves, swords, axes, staffs, wings, hats, shoes, pantyhose, and more. Many items in the catalog appear year after year, but the company monitors what’s not doing well, Dalva says. Losers are discontinued, making way for about 300 new costumes annually.

Marlene Lloret, the person in charge of Disguise’s design department, is a fine-boned woman in her early 30s with copper-colored shoulder-length hair. She speaks with an accent that would tantalize Henry Higgins: a puzzling mix of Latin, Slavic, and American shadings. Her father was Hungarian, her mother Cuban, “and I grew up in both countries,” Lloret explains. “In Cuba, I spoke Spanish with all my cousins. We spoke Hungarian at home, but my dad put me in the Russian school from third grade all the way through high school.”

She later studied fashion design at the Los Angeles branch of the American College for the Applied Arts and came to work for Disguise in 2001. Developments in the fashion world shape much that she does at Disguise, says Lloret, adding that women and girls nowadays want their Halloween costumes to be trendy. Dalva concurs. “They’ve got the need to either feel pretty or beautiful or attractive or sexy. Sexy’s a big one for adult women. Not necessarily slutty. But definitely sexy.” Men, the two agree, are less straightforward. “If you can get them to dress, they can be very into it,” says Dalva. “But some are more reluctant.” Some like the idea of masks “or something they can wear their own jeans with. So a lot of the stuff we create allows the men to use parts and pieces of their own wardrobe. It adds to their comfort level.”

To stay on top of fashion trends, Lloret reads all the big magazines, and the company subscribes to a fashion forecasting service that predicts what colors, fabrics, silhouettes, and the like will be cool as far as 18 months in the future. Lloret and her staff also shop at boutiques, where new design ideas often surface months before they hit the mass markets. The trouble is, they can’t count on what they see still being in style by the time the costumes they’re designing are actually worn. Lloret says there are several reasons the design cycle in the Halloween-costume industry is so long. The first big show for Halloween retailers takes place in New York in December, and Lloret says Disguise tries to have at least 90 percent of its offerings ready to show the buyers who will be there. The industry’s other big exposition takes place in Chicago in March, “and by that time we’re completely done, including catalogs, photographs, and so on,” the design chief says. For every order placed we have other vendors across Mexico, deeper in the interior,” says Stanley, the licensing vice president. Completed outfits return to Poway for packaging and shipping.

The months leading up to each December’s New York show are hectic, Lloret indicates. Each costume begins with a sketch, but before a designer puts pencil to paper, a decision has already been made about how much the costume will cost. “It’s very important to know the price first,” Lloret says, “so they know what money they have to play with.” Disguise’s cheapest costumes (which wholesale for roughly five to ten dollars apiece) are the hardest ones to conjure, Lloret says. But designers employ a grab bag of tricks to clothe the would-be clowns, pumpkins, princesses, pirates, fairies, devils, witches, ninjas, ghouls, brides, mad scientists, aliens, and between December and the end of March, fabrics must be procured, cut, and (often) printed at the Poway facility.

No costumes get sewn there. Disguise sends almost all the pieces for its costumes south of the border. “About 10 percent of the line goes to Tijuana, plus vampires at the lower end of the economic spectrum.

You can get some insight into how they accomplish that by comparing the three Cinderellas that Disguise offered this season. Little girls whose parents were willing to shell out $54.99 for the “Prestige” version will float from door to door wearing a ballooning, heavy blue satin skirt with a stiff petticoat. Panels of silver iridescent lace trimmed with silver cord have been inserted into the front of the skirt and the bodice, and the same silver cord adorns the sturdy headband. The construction of the short sleeves and peplum makes these parts of the dress poof out. Prestige Cinderellas also wear long satin “glovelettes” that run from the elbow down to just above the fingers.

Disguise’s Deluxe Cinderella ($39.99) gets the same glovelettes, but her skirt is less full and lacks a petticoat. The sleeve is “patterned in a way that gives you the illusion that it’s all filled out, but it’s not,” Lloret says. “And it comes with a little bit simpler head-band, but still the head-band has the same iridescent netting.” A much thriftier fairy godmother seems to have outfitted the Standard Cinderella. Her narrow-skirted dress ($29.22) is made from just two inexpensive fabrics: a lightweight blue satin and a flimsy tricot netting (used for the sleeves, the peplum, and an overskirt). She goes into the night with bare arms and crowned with a headband that-consists of a simple strip of satin attached to a piece of elastic band.

Children’s costumes have to be offered in a number of sizes. In contrast, Lloret says, one way of controlling the costs of Disguise’s adult costumes is to restrict the size choices. Thus most of Disguise’s costumes for women are available in just one size: a capacious 14 or 16, depending upon their category. The basic men’s size is a 46. (The only exception to this is the line aimed at college students.) But the larger outfits can still look good on leaner men and women, Lloret asserts, “because we design smart. Let’s say we put in a waist tie. Then you can tie it in the back and cinch it in for somebody who’s a smaller size.” Fitting elastic under a bustline accomplishes the same end. “It’s not as good-fitting as when you buy your own size,” she acknowledges. “But with the pattern-making and construction skills that we have here, I’m pleased to say that we do really well.”

Lloret says that once a new costume concept has advanced to a certain point, a plain prototype is constructed and examined on a dress form. “We’re looking at a number of questions,” she explains. “Will it be comfortable? Is it safe?” Can a child trip or strangle on some component? “We have a whole checklist that we go through.”

Each new contender undergoes scrutiny by a companywide committee that fine-tunes it and decides whether the design walks the tightrope of contemporary Halloween sensibilities: edgy enough to be interesting but not too offensive or tasteless. Slip-ups can occur. Last year, for example, several Asian-American organizations erupted in outrage over a costume that Disguise had dubbed “Kung Fool.” It consisted of a kimono, a headband bearing the Chinese character for “loser,” and a grotesquely bucktoothed, slanty-eyed mask. Confronted with protesters in front of the Poway plant and thousands of signatures on an Internet petition, Disguise backpedaled about as far as possible, discontinuing sales of the costume, offering refunds to any retailers who sent it back, and issuing mea culpas insisting upon the company’s cultural sensitivity.

Dalva and Lloret say the company’s in-house “institutional wisdom” helps Disguise to steer clear of most rocky shoals. Guidelines dictate how sexy little girls’ costumes can be: the length of the skirts and tops, how much midriff can be shown. “Not to sound trite,” says Dalva, “but I think we’re a very wholesome Halloween costume company.” Lloret suggests this may make the best business sense. If teenage girls want to dress up as prostitutes, she says, “Maybe it’s something for them to do themselves. And they’ll find a way to do it, if that’s really what they want to do.” Such a costume, if manufactured by Disguise, probably wouldn’t sell as well as the alternatives, she thinks. “So from a company standpoint, why even go there?”

“It’s not really about being conservative,” Lloret insists. “We are there for the newest trend and the newest thing.” In the catalog, she points to one fashion element after another that she and her team designed into this year’s teen and women’s outfits. “Inmate Babe,” for example, wears a black-and-white-striped, midriff-baring peasant blouse. (Peasant influences have been hot, according to Lloret.) The pillbox cap that goes with that costume has a foil-dot print on the black stripes, Lloret points out. (Glitter and foil are also trendy, she says.)

She says camouflage is in, as is graffiti. So her designers created a getup they call Kombat Chicle a dress and hat made of a camouflage-colored fabric with abstract graffiti printed on top of it. (Kombat Chick also comes with a belt with rivets and a set of toy hand grenades.)

“Even Primal Queen — the animal print. Such a big thing!” Lloret exclaims. She’s talking about an outfit that features faux fur gauntlets, a faux leather belt, a skirt cut into the kind of fabric strips you see at the end of a car wash, an elaborate sculpted headpiece, and a sleeveless bodice covered with heart-shaped spots that evoke the feeling of some exotic creature’s hide.

For the children’s costumes, the preoccupation with fashion trends is less critical, Lloret acknowledges, and innovations center around other design aspects. She points to a troika of toddlers’ outfits introduced this year by Disguise — the Toucan, Dragon, and Insectidroid. Each covers the child’s upper body like a poncho but tapers down into pant legs. “It’s a brand-new concept. We call it the ‘pantcho,’ ” she explained. “And it’s been very well received by our customers. It’s comfortable. The kid can run around in it. It’s also warm. We don’t all live in California.”

Another new aspect of the pantcho costumes is the material they’re made from. “It’s not a fabric you can just go and buy,” says Lloret. “We developed it.” On a crushed-velvet base, Disguise prints the drawings that bring each creature to life: the toucan’s bright chest and feathers, the dragon’s legs and wings, the insectidroid’s abdomen and buglike appendages. The ink is applied with heat and pressure “so it penetrates the fabric.” As a result, “You can’t really feel that the ink’s on top” (as you can do with polyester that’s been printed with a more traditional process). The “perceived value” of the new “panne” material is much higher, the designer says.

She says her team used the same approach to create a line of “Pop Fiction” adult costumes that “really wowed” retail buyers this year. These outfits — three different dresses for women and three long-sleeve tops for men — must rank among the most self-conscious attire in Disguises line. Each is made of panne emblazoned with the kind of comic-book-style imagery and camp sentiments popularized by Roy Lichtenstein. One of the dresses, for example, depicts a red-haired she-devil who declares, “The Devil made me do it. Oh wait...I am the Devil!” The teary-eyed witch on another dress says, “You say WITCH like that’s a bad thing.” Without their accessories, they might not be recognizable as costumes; they could be Halloween-inspired clubwear. But the dresses each come with a headpiece (a bride of Frankenstein wig, devil horns, and a witch hat), and each of the guy’s shirts comes with what Disguise calls a “half-cap,” a hybrid mask and hat that leaves most of the face exposed. “It’s very simple,” Dalva says. “All [the men] have to do is get a pair of jeans or black pants. They don’t have to put too much thought into it, but they can still look cool.”

Men make up the overwhelming majority of mask-wearers, according to Dalva. “Women want to be pretty and sexy, and you can’t do that if you’re hiding your face.” For that reason, only 2 of the more than 60 offerings in the mask section of Disguise’s current catalog are intended for women, and both of those are really vinyl wigs (one fire-engine red, one bright yellow, both pigtailed). None of the other masks could be described, as pretty or sexy, but they offer an amazing variety of alternative incarnations.

Eleven “super deluxe” creations are elaborate nightmare visions, rendered in vivid colors and painstaking detail. There’s a toothy dragon, an alien with tentacles growing out of his scaly face, a leering big bad wolf, an insane-looking chicken, in addition to more classical mummy, vampire, Frankenstein, and werewolf heads. Paul Palmieri loves working on these complex contrivances, and he sounds sad that they don’t sell as well as minimalist masks like Maximum Mullet (a vinyl rendition of the much-maligned hairstyle). It outsells the ornate, bizarre ones “by tons and tons and tons,” Palmieri says. “Why? Because the person’s face is clear” when wearing the Mullet. It “has a sense of humor to it. It makes a character immediately. You don’t have to wear a costume to be that guy. You put that on and you’re done.” Palmieri is Disguise’s sculpting manager and something of an expert at making human beings look grotesque and mutilated. He says his apprenticeship in this craft “really goes back to 1977.

"I was in second grade, and I saw the movie Star Wars. And that was it. That’s what made monsters cool to me — that movie. That defined cool in my life.”

From then on, tinfoil became “a sculpting medium” for him, Palmieri says. “I could ball up tinfoil and make little action figures. Everything became an art project. I was always drawing stuff.” He says he had another epiphany at about 16. “I saw a rerelease of An American Werewolf in London. The makeup effects in it were very special.” The thought dawned on him, “/could do this! I was drawing monsters. I just loved monsters.”

Only a few magazines dedicated to movie and makeup effects existed at the time, but Palmieri (who grew up in Philadelphia) found some issues and “flipped right to the back, where they sold materials and supplies. And at the top of those ads was usually some makeup-effects artist’s name.” He wrote letters to some of these people, enclosing photo-copies of his monster drawings and asking how he could join their ranks. “To my surprise, a lot of people wrote back. They said, ‘You should buy books like this. You should take note of things like this. You have to sculpt’”

Dressed in a back-ward-facing baseball cap, baggy shorts, and athletic shoes, Palmieri could be taken for a guy content to skateboard his life away. But underneath the insouciant exterior, “I’m a very compulsive person,” he reveals. “And when you’re a compulsive personality, you tend to focus on what it is you want to deal with, and you get really good, really fast.”

In response to the advice, he bought clay and plaster and books and videos, and in the attic, “I started sculpting creatures and severed limbs and wounds.” College “kind of frightened me,” he recalls, so after high school he worked in construction and concocted grotesqueries in his spare time. At 22, however, he learned about an industrial-design program at the Art Institute of Pittsburgh that offered courses in makeup special effects.

“Of course, it was only 10 percent of the curriculum, and all the rest was toaster design and tooth brush design.... Stuff I wasn’t really into. I just wanted to make monsters.” He enrolled anyway. “It made my dad happy, ’cause I was going to school. Suddenly, I wasn’t just wasting my time in the attic.” And in fact, Palmieri says his studies at the institute allowed him to “unfold and explode and stretch my wings.”

During those years, Palmieri also dipped his toe into the pool of activity flowing from Pittsburgh’s substantial film community. He took odd jobs, scouting locations, manning food tables, helping with various “little junk,” the acme of which was an unpaid assistantship on a vampire movie (Innocent Blood) starring Don Rickies and Robert Loggia. By then he knew his goal was to move to Hollywood and win an Academy Award for special-effects makeup, but when a representative from Disguise showed up on graduation day, Palmieri couldn’t pass up an interview and the job offer that resulted from it. It would get him within 100 miles of where he wanted to be, he reasoned.

He was hired as the sculpting-shop supervisor, which he says “was funny, ’cause it was just me and another guy, and there was no shop. We worked on a lunch table in the middle of the warehouse with forklifts zooming by.” Palmieri says their first line consisted of about 35 masks, the first ever sold by the company. “It took us about two years.... But we were kids. We were green beans and doing the best we could.”

About the time those first masks hit the stores, the lure of Hollywood became too strong.

Palmieri quit the job at Disguise and moved to the San Fernando Valley, where he worked his way up from entry-level moldmaker to designer at a well-established special-effects shop. When he looks back on his years in the movie business, he paints a mixed picture. “If you do effects, and a lot of your career comes from bloody stuff, the quality of movie you’re working on most of the time is shoddy.” They’re movies like Eight Heads in a Duffel Bag. “It had Joe Pesci in it and David Spade — and it was still a crappy movie!” Palmieri recalls. “But it had some really great severed-head effects.” He toiled on an abysmal crimefighter saga starring Shaquille O’Neal and a mediocre Rolling Stones video “that had Angelina Jolie in it before she went super-duper big. We got to do a body cast on her. Yee-hah.”

The zenith of this phase of Palmieri’s career came when he was asked to create an effect for Titanic. “At the very end, when you read through the script, the two [stars] have their arms interlocked on this piece of debris. She’s floating on the debris, and he’s in the water. He freezes to death. She wakes up, and in the script, she has to rip her hand off his hand, and there’s breaking ice and sort of a gross little effect on the palm.” At the Fox Studios south of Rosarito, Palmieri made a cast from the arms of Leonardo DiCaprio and Kate Winslet; then back in L.A., “I made these awesome silicone arms that looked real and had hair all pressed into them, with nice little fingernails. Everything was beautiful.” He brought them back to Mexico and waited. And waited. And waited. The shot was never made, but Palmieri says he got so bored while he was waiting that he volunteered to help out in the regular makeup department. “They started throwing me little stuff. I made a little bullet wound. I did some little scars.” He helped develop makeup for the scene at the movies end where frozen passengers are shown floating in the water. These included a woman and her baby. “So they give me this doll from Toys R Us, and I sit and paint this baby till it looks totally frozen and purple and just nasty.” The baby, as it turned out, did make it into the finished film. “A flashlight pans over, and there’s Mom and the kid.” Palmieri says every time he watches the scene, the sight of the baby makes him cry. “And damn it! I know what that is! It’s a doll with paint on it! But the effect still yanks me. I’ve got to say that’s one of the strangest things I’ve ever had to deal with. It’s the first and only time it ever happened with anything I built.”

Palmieri now sees this as a selfish period in his life. He was working part-time for a guy in Oceanside who makes a $6000 silicone sex doll. “I was surfing a lot and skating a lot. Just searching.” When he heard that Disguise was looking for a new shop manager, he was interested.

This was 1999. Palmieri found that “a huge change had taken place” at Disguise. “It was no longer the kind of chicken-scratch organization it was when I was there before.” On the other hand, Disguise’s line of masks hadn’t evolved much. Some of those masks still sell well today, he notes. “I went to an Insane Clown Posse concert a few months ago, and the guys onstage were wearing one of my very first mask designs!” (It goes under the name of Slash in the catalog and features oozing slash wounds cut into the head of a bald, grimacing man who also happens to be missing an eye.)

Plenty of new, even groundbreaking, masks have been added to the line in the four years since Palmieri’s return. He credits one breakthrough to a member of his sculpting team who “would take masks and cut the bottom half off. Over at his desk, he had four or five of these things.” Palmieri says it finally dawned on him that Disguise should manufacture masks like that. “And lo and behold, it becomes a new trend in the industry.”

Disguise’s “half-cap” offerings include a psychotic clown, various burglars, various ball heads (basketball, football, soccer, and baseball), an evil pumpkin, a brainiac, a genie, a cyborg, a space commander, and more. This year, Palmieri says, they inspired him to make another leap. Looking at the half-masks, he reflected that they didn’t employ the wearer’s cheeks as much as they might. He started sketching possibilities. He wanted something comfortable, so he drew masks with huge eyeholes and an open area around the mouth. He added a chin strap to give the cheeks animation. The end result was five “Speak E-Z” masks (a Viking warrior, a warlock, a pirate, a goblin, and a U.S. marshal) that Disguise introduced for this season. “It’s like this new kind of mask that covers almost your whole face but still lets you talk and be active at a party,” Palmieri explains. “As soon as the chin-strap idea took place — bam! That was the home run.” The chin-strap masks are made of vinyl, a man-made material. Other masks in Disguise’s collection are made from latex (and all the mask manufacturing takes place in China). “Latex comes out of a rubber tree,” Palmieri explains. He says each material has advantages and disadvantages. “Vinyl paint is way brighter and more vibrant than the latex paint.” But some people dislike the way vinyl smells. “Latex has a smell, but it’s different. It’s a living product,” Palmieri says. On the other hand, some wearers are allergic to latex. Latex and vinyl masks weigh about the same, and they both have the same drawback; because they’re non-porous, they make their wearers feel hot. Still Palmieri predicts that no material in the foreseeable future will “replace or reproduce what latex and vinyl do.” Silicones and urethane elastomers can be made into masks that are more pleasant to wear, “but they’re unaffordable for our needs.” Masks made from them would cost hundreds of dollars.

It’s tough enough to get men and boys to shell out between $10 and $40 — the price of most masks on the market. Bob Pickens, who hasn’t worked in the Halloween industry since he sold his interest in Disguise but still keeps up with developments, guesses that masks make up less than 3 percent of total Halloween sales. “It may be even less than 2 percent.” They’re insignificant compared to costumes, but that doesn’t mean masks will ever go away, Pickens thinks. “People associate masks with Halloween. They’re the face of the industry.” He adds that the costume companies will always need masks for some of their licensed costumes, which in the case of Disguise are a huge moneymaker.

You might not know this from looking at the company’s catalog, where licensed costumes occupy less than a third of the pages. But Stephen Stanley, Disguise’s executive vice president, says they make up “over half” the company’s total sales. Stanley points out that Disguise today is the “master exclusive costume licensee” for Disney Enterprises in North America. This means if you buy an outfit to dress up your baby like Dumbo or your toddler like Buzz Lightyear or your golden retriever like Snow White, the design for it will have been created in Poway. Bootleg versions do pop up from time to time, Stanley acknowledges. “And as soon as we get wind of them, we let our licensors know, and they sue them and make them go away.”

Disguise holds the license for a host of lesser spawn of the mass media: Thomas the Tank Engine, Barney the dinosaur, Bob the Builder, Zorro, GI Joe, various Care Bears, Austin Powers, Homer Simpson. And the company wields the exclusive right to make costumes for Marvel Enterprises — “which means Spiderman and the Hulk,” Stanley says. The very mention of Spiderman’s name brings a smile to his lips. In January 2002, Stanley “put a number on the table,” predicting how many Spiderman costumes Disguise would sell last year. Everyone in the company laughed at his extravagant vision. “We ended up doing twice that number on a global basis.... It sold more costumes than anything since the Power Rangers in 1993.”

Why? Stanley quotes from what he said this past June when he accepted an award from a licensing trade organization, naming Disguise the Soft Goods Manufacturer of the Year: “In the early 1960s, Stan Lee not only created a totally cool character, but he also put him in a totally fabulous costume.” When boys put it on, “They become Spiderman.” Add to that the success of the movie, the character’s long history, and the fact that so many parents grew up with him, and it’s a formula for huge success.

Stanley says this year the Hulk is Disguise’s best-selling boys’ costume, though Spiderman isn’t far behind. Disguise’s other action-figure characters, the Power Rangers and X-Men and Wolverines, are also doing well. “And I cannot forget to mention what is absolutely enormous this year,” Stanley says. “The Teenage Mutant Ninja Turtles are happening again. They’re back and red, red hot.” For girls, Disguise’s line of Disney Princesses (Cinderella, Snow White, Aurora from Sleeping Beauty, Belle from Beauty and the Beast, and Jasmine from Aladdin) are the number-one bestsellers, according to Stanley, though he says the Bratz characters are also coming on strong.

He won’t disclose the unit sales for any of these costumes. “It is such a highly, highly competitive business,” he explains. “My competition would take that number and say, ‘Oh that’s how many they sold? Uh, excuse us, Mr. Licensor, we’ll guarantee you this much money to give us the license instead of them.’ ” Nor will Dalva and others say how many designers and sculptors the local company employs, lest competitors somehow profit from the information. “We’re a very cutthroat business,” Dalva says. “You’d be surprised how cutthroat Halloween costumes are.” Ryan Rothschild agrees. “The Halloween industry can be very ugly,” declares the president of Pony Express Creations, one of Disguise’s largest competitors. According to him, two of the other biggest players in the industry each opened satellite offices in San Diego during the past few years in order to hire former or current Disguise employees. One has since moved away, but the other employs about 12 people and designs 15 to 20 percent of the products for Rubies, Disguise’s arch-rival. However, Michael Ontivaros, the design manager for Rubies’ local office, says its opening six years ago had nothing to do with the presence here of Disguise, but rather was motivated by a desire “to get a different look in the items” than that produced at Rubies’ New York headquarters.

Rothschild says “a lot” of his own staff once worked for Disguise, although he denies conducting any intentional raids. “It makes me a little sick to my stomach that people act that way,” he claims. “That’s not my style.” A relative newcomer to the industry, Rothschild was a mergers-and-acquisitions specialist four years ago when he bought Pony Express. He thought it looked like a good investment. The business had been started around 1991 by two New Yorkers who came up with an idea for a baseball cap out of which a realistic-looking ponytail hung. They manufactured these and branched into making other items, mostly novelties for the gift market. About 1995, they moved to San Diego because they liked the weather here, Rothschild says. By 1996, Pony Express had begun making Halloween-related products, but the company didn’t introduce its first costumes until 2000. Since then, its growth has averaged 25 to 30 percent every year, according to Rothschild, who claims, “We’re now in the top five among Halloween providers in the United States. Probably third.”

Fake hair remains a mainstay of the company’s business. “We are probably the largest wig supplier in the industry.... We make almost every wig for Party City.” Rothschild says that’s a big deal because with around 500 stores, Party City sells more wigs than any other retailer in the United States. Now, Rothschild says, his company is pushing hard to close the gap between it and Disguise in the realm of costumes.

“They’re not the creative force they used to be,” Rothschild charges. “When Disguise started, they were very creative, and they did a lot for the Halloween industry.” But he says the Chicago-based investors who bought Disguise from Pickens and his partners didn’t know what they were doing, and while the French owners are more competent, “They’re less interested in creativity than they are in the bottom line ” The result is “a licensed, cookie-cutter approach.” Rothschild says Pony Express, in contrast, is “still lean and hungry. And we’re trying to fill the role Disguise did ten years ago. We’re now the up-and-comer.” On the Thursday after Labor Day, Rothschild and most of his design staff were assembled in the Party City franchise on Carmel Mountain Road, inspecting the huge section of the store dedicated to Halloween. Right before the holiday, “This place will be absolutely on fire,” the young executive predicted. But on this morning, all was calm, the shelves and pegboards brimming with a tidy profusion of plastic scythes and makeup and costume jewelry and hats and fake blood and ruby-red slippers and fake Hedwig owls (to sit on the shoulders of fake Harry Potters) and fake parrots (for anyone inspired by Pirates of the Caribbean) and staffs and skulls and feather boas and ninja knives and clowns' noses and more.

Rothschild admitted to feeling disappointed by this particular store’s execution of the “Brew Your Own Witch” wall — a concept dreamed up and pushed by Pony Express.

The idea was to present browsers with an assortment of Pony Express’s witch-costume components — shoes, hats, capes, brooms, pantyhose, and so on—“so that way you can decide how many accessories you want,” he explained. But this store had mixed in witchy offerings from other companies, and Rothschild felt the result was messier and less attractive than it might have been.

He felt happier about the proportion of products in the store aimed at adults — higher than usual, he explained, because of Halloween’s falling on a Friday this year. A weekend Halloween would mean higher sales across the board, he anticipated, with many more adult parties and higher demand for adult costumes (a stronger category for Pony Express than children’s wear). Standing before the vast wall in the Carmel Mountain Party City, where most of the costumes for sale are pictured, Rothschild pointed out his company’s contributions: three characters licensed by Saturday Night Live, a flamenco dancer, a female pimp. “We do a lot of pimp and ho,” he boasted. “We kind of created that in the industry. In fact, that’s year-round because people have pimp-and-ho parties.”

One of the biggest coups for his company this year, he continued, was Elvis. Although Elvis look-alike costumes abound, “Elvis had never been licensed for Halloween before this year,” Rothschild said. Elvis Presley Enterprises (controlled by Lisa Marie) “is a huge, huge licensing operation. But they’ve never been interested in Halloween. They felt it didn’t put Elvis in the right sort of light. They felt it poked fun at him.” The folks at Graceland had somehow been won over by Pony Express, so the package containing its version of the classic white jumpsuit now bears the signature of the King.

Nothing warmed Rothschild’s heart more than the response he got when he asked one of the Party City employees what she was most excited about, and she told him it was the wall of wigs. All those wigs are made by Pony Express, and Rothschild says this year his staff redesigned the displays and packaging. So when the young woman gushed about how much she liked the photos on each package and how easy the color-coding on the displays made it to figure out where each wig went, Rothschild was beaming. He called his staff members over to listen to her comments.

Disguise cofounder Bob Pickens agrees that Pony Express has become a serious force in the industry. “I think what they’ve accomplished has been pretty amazing,” he says. At the same time he scoffs at the thought of the upstart posing a threat to either Disguise or Rubies. “They may have lost a little bit of their edge, but not enough.... I don’t think Disguise has anything to worry about because of Pony Express. But I think Pony Express should be commended for their amazing growth with two major competitors who dominate this marketplace.”

For the past few years, Pickens has amused himself by running a little furniture store, Pomegranate Home, on University Avenue in Hillcrest. He doesn’t sound tempted to reenter the fray that Halloween merchandising has become. But he expresses no regrets about the way Halloween — now the second-biggest retail spending holiday in the United States, after Christmas — has changed during his lifetime, nor about his role in promoting that change. Mothers or fathers who feel creative can still concoct homemade costumes for their offspring, he points out. “I don’t think we’ve stopped them from doing their own thing.”

At the same time, he says his friends have joked for years that he wouldn’t get away with buying ready-made costumes if he had a child of his own. He had a creative reputation to maintain. So Pickens sounds sheepish when he admits that his son, now almost two, wound up in a store-bought giraffe costume for his first Halloween. The giraffe was irresistible; that’s the only way he can explain it. He was vowing to do better this year.