For kids like me, growing up in the 1970s and ‘80s, Walt Disney Picture’s output of animated feature films was an uneven mix of their timeless classics—like Snow White and the Seven Dwarfs (1937), Pinocchio (1940), Bambi (1942), and the ten other major cinematic achievements made during Walt Disney’s lifetime, which were re-released into theaters every seven years or so—and the studio’s contemporary pictures, which ranged in quality from charming but forgettable fare like The Rescuers (1977), to ill-conceived big-budget misfires like The Black Cauldron (1985), to absolute dog shit like Oliver & Company (1988). 

Walt Disney died five years before I was born, and I came of age when the Walt Disney Productions was in the hands of his son-in-law Ron Miller, a former professional football player who went to work at the studio after retiring from the Los Angeles Rams in 1954 and became president of the company in 1978. During the Ron Miller era, before the lucrative innovation of Home Video, the Walt Disney Company was hemorrhaging money from the expensive process of hand-drawn animated features. As a result, the company had largely shifted its focus to the production of cheap, live-action family pictures, many of which are delightful and fun, despite their less than stellar production values. It wasn’t until much later, when Disney released all its features on VHS and then laserdisc, that I was able to grasp the myriad differences among the innovative, meticulously crafted films of the late ‘30s through the ‘50s; the more playful, experimental, and cost-effective qualities of ‘60s and ‘70s movies; and the haphazard nature of the ‘80s output. 

It is perhaps not a surprise that my two favorite features in the peerless cannon of Disney Animation are Cinderella (1950), the first movie I ever saw, and The Little Mermaid (1989), released three months into my first year of college. But I believe my love for these pictures has far more to do with their intrinsic qualities and fascinating production histories than with simple nostalgia. The two films do serve as bookends to my childhood and adolescence, but, in the case of Cinderella, I have no actual memory of seeing it as a small child. I have to go on my mother’s account of taking me to the movies for the first time and my loving the experience so much I refused to leave the theater. I’m dubious of this story, however, because of the film’s theatrical release dates. I was not yet born during Cinderella’s 1965 reissue, and I was a fully conscious ten-year-old who had seen plenty of movies by its 1981 reissue. So, if my mom in fact took me to see Cinderella in a theater it would have been during the March 1973 reissue when I was about to turn two. Having been to many movies with two-year-old kids in attendance over the course of my life, I’m confident this age is not a discriminating one. Nevertheless, my future experiences with the eternally enchanting Cinderella cemented it as one of my all-time favorite pictures.

Cinderella is not on the same level of artistic achievement as its predecessor of twelve years, the groundbreaking Snow White and the Seven Dwarfs (1937), nor the fairytale princess film that followed it nine years later, Sleeping Beauty (1959). Both of those pictures represented major leaps forward in the craft of animation: Snow White was the first feature-length cartoon, and Sleeping Beauty was the first animated film photographed in 70mm. Both have an experimental, risk-taking quality to their distinctively different artistic styles. Snow White took leaps forward in how characters, fabrics, natural elements, and light and shadow were animated, and Sleeping Beauty practically abandoned the round, fleshy, Late Baroque-inspired animation style the studio had perfected over decades, in favor of a striking combination of Medieval and Art Deco design.

What makes Cinderella my favorite is the near perfect amalgamation of its visual design, its narrative construction, and its comical, romantic, and sinister characterizations. The screenplay uses seventieth century French author Charles Perrault’s version of the classic fairy tale as its basis, but the studio story department and animators expanded upon the tale to fill it out to 75 minutes. Much of this was done via the invention of Cinderella’s animal friends—birds, barnyard animals, and, most especially, household mice. These adorable, comic creations are the best examples of the “animal sidekicks” that soon beceme a trope of Disney animated features. 

But the thing that sets this fairy tale princess movie apart from the others is the princess herself. I think all three of these original Disney heroines are supposed to be roughly the same age, but in terms of personality and life experience, they couldn’t be more different. Whereas Snow White is basically a little girl, and Sleeping Beauty is a sheltered teen with little understanding of the outside world, Cinderella is a mature young woman. Far from a wide-eyed innocent, she clearly understands much about how the world operates. She’s probably meant to be sixteen or seventeen like her stepsisters, but she speaks and behaves more like someone in her twenties. Despite her inherent “goodness,” she does not suffer fools. She’s well aware of her situation and how trapped she is in it, but she makes the most of it and is rewarded for her resilience and her ability to create merriment and community within a terribly unhappy home. As a little kid, I looked up to the mature Cinderella far more than I identified with the childlike Snow White or felt empathy for the guileless Sleeping Beauty.



The older I’ve gotten, the more I’ve tried to understand why so many people resent the type of happily-ever-after narratives peddled by fairy tale movies, especially the versions of these stories produced by Disney. Many accuse Walt Disney and the executives that followed him of excising fairy tale texts of their inherent horror. After all, the collected tales of the Brother’s Grimm feature everything from outright torture to cannibalism to bloody mutilation and the starkest forms of physical and psychological child abuse. I love the darkness of these tales, and the powerful effect they can have on young readers or listeners. But it’s difficult to imagine how much of what’s written in classical fairy tale literature could translate to the more realistic depiction of film—even animated film—aimed at mass audiences of the G-rated, “family friendly” variety. Walt Disney, like many other cinematic storytellers, took classic narratives and altered them to suit a new art form of cinema, and he did it in an era when most mainstream pictures ended on a happy note. 

Arguments about the “sanitized” nature of Disney fairy tales also seem to ignore the large amount of vivid, dark, and terrifying imagery present in these movies. The Evil Queen painfully contorting herself into an old crone so that she can kill Snow White with a poisoned apple. Maleficent summoning “all the powers of hell” to transform her into a fire-breathing dragon. Other frightening content includes the shadowy, winged demon Chernabog of the “Night on Bald Mountain” sequence in Fantasia and practically everything that happens in Pinocchio. While the movie versions of Cinderella and The Little Mermaid don’t end in the bleak, disturbing way that their sources do, the Disney filmmakers’ changes are more than understandable in these cases. In the original stories, birds peck out the eyes of Cinderella’s step-sisters, while Ariel thrusts a dagger into her heart and her lifeless body dissolves into sea foam. While I’d love to see stuff like that in a Disney animated film, I ain’t gonna hold my breath. 

In the subgenre of “Disney Princess” pictures, a more problematic issue arises than just endings which became less nightmarish than those found in original source material. Peggy Orenstein, in her 2006 New York Times Magazine piece “What’s Wrong with Cinderella?” makes the best case for this I’ve read, pointing out how the reductionist images of “male-gaze” idealized femininity corrupt and infantilize the developing minds of little girls everywhere. However, what she points out has far less to do with the actual content of the movies themselves than with the Disney Corporation’s branding and marketing of its “Princess franchise.” The cynical peddling of colorful ball gowns, glass slippers, tiaras, wands, and all the girly-girl qualities and body-image worries that accompany such products can be kind of gross. Orenstein asks the valid question: Do the popular princess movies represent a harmless phase that most girls go through, or do these movies and their images have lasting consequences?

Still, I’m amazed at how many people (men and women) feel they were harmed, mislead, or brainwashed by movies when they were impressionable children. And not just Disney princess movies, but also any movie that ends happily, especially if involves romance of any kind. This resentment of cinema, especially genres that are arguably aimed primarily at women like romcoms, weepies, and fairy tale princess pictures, is the literal opposite of the way I feel movies have broadened my horizons and expanded my empathy. Surely the fact that I come from the exact multi-privileged demographic that makes most movies, and therefore that most movies are made for, accounts for much of my bewilderment at these societal critiques. But, as a young child, it never occurred to me that the way a movie unfolded and resolved after about two hours was meant to be representational of real life. It also never occurred to me that movies about princesses were not specifically aimed at me. Cinderella felt as much made for me as for my little sister. I didn’t want to grow up to be Cinderella, but I sure wanted to grow up and meet people like her (and all her animal friends).

American and European narratives have always centered on metaphor and subtext, even long before most of us discover what those terms mean. Fantasy is just that—fantasy. And movies that take place hundreds of years ago in faraway lands that bear little resemblance to our daily lives, never seemed like instructions on how to live a happy contemporary life in modern times. So much of what interests me about movies is not what they represent for society, or how they’ve been used and misused by society, but as a window to what society was like when they were created. To me, it’s far more fascinating to use a seventy-five-year-old movie as a way to study society as it was seventy-five years ago than to explore what it means in terms of contemporary culture. Movies like Cinderella and The Little Mermaid obviously continue to be “part of our world,” but they are most fascinating as products of their time rather than ours.  

Walt Disney had gambled the future of his studio, and his entire career, when he set out to make Snow White and the Seven Dwarfs in the mid-1930s. Many Hollywood film industry insiders derisively referred to the film as "Disney's Folly" during its production, believing that the type of charming short-form ink and paint cell animation Disney had made his international reputation on could never sustain a full-length feature film.  These doubters believed that the cost of producing Snow White was so exorbitant it would likely bankrupt the company that Disney had worked so hard to build. But Walt had the last laugh when Snow White was released and became a phenomenon. It was acclaimed by critics as a work of art to be cherished by adults as much as children, winning Disney a special Academy Award, and finishing up as the highest-grossing picture of 1937. 

The story of Snow White’s production can be seen as a happily-ever-after tale were it not for the fact that every animated feature Walt Disney Studios produced in the decades following Snow White failed to duplicate that film’s success. The two ambitious follow-ups Pinocchio and Fantasia, both released in 1940, were box office failures, due mainly to World War II cutting off the European and Asian markets. Dumbo (1941) and Bambi (1942) were simpler, scaled-down productions made as attempts to recoup all the money lost by Pinocchio and Fantasia, and even that modest goal was barely met. In the twelve years between Snow White and Cinderella, Disney hadn’t produced a single feature-length hit, and his studio was only barely kept alive during the lean war years by federally funded animated shorts. These war-era productions were made for training and propaganda purposes and to promote good will between nations with ties to both the United States and Nazi Germany. The short subjects were assembled into combination live-action/animated anthology films like Saludos Amigos, The Three Caballeros, Make Mine Music, and others.

By 1947, the studio was over $4 million in debt and on the verge of bankruptcy. So, Disney returned to the source of his only true success—a European princess fairy tale with roots in folktale traditions common in all cultures. By now, hwoever, the studio had developed techniques that were slightly less expensive without fundamentally altering the painstaking, hand-drawn, hand-painted, frame-by-frame cell animation style. One such technique was live-action reference footage. In creating Snow White, Disney had his animators study live action footage shot at the studio. In a great behind-the-scenes clip, animators watch slow motion footage of a fat man dancing to study how the various folds of flesh in the man’s gut react differently to gravity and inertia, depending on how close to his torso they are—but Cinderella was the first time a Disney feature actually cast live actors to “play” the human characters on bare stages so that animators could copy the movements exactly. The process was like what is now known as Rotoscope, only the Disney animators didn’t directly trace the live action footage on an animation stand (which is how Rotoscope is done). But they did copy all the physical aspects of the actors. Of course, this technique was only used for the principal human characters, who share pretty much every frame with more fanciful, less realistically drawn, characters, such as Cinderella’s animal friends. Thus, nothing about the film has the stiffness of purely Rotoscoped animation.

While the animators had to acknowledge that the approach saved money, they disliked working with the live-action reference footage. In many cases, they found it limiting in the sense that they were only able to create shots at angles a live action camera could capture. Part of the point of animation is to be able to show things that can’t be achieved with a real camera and real actors. Cinderella was made at a key point in the development of Walt Disney Animation. With Walt himself overseeing multiple productions during key stages of Cinderella, especially the live-action Treasure Island that was shooting in England, the film was overseen by its three directors—Wilfred Jackson, Hamilton Luske, and Clyde Geronimi. All were well established at the studio by this point. In fact, Jackson had been with Walt practically since the beginning. He had directed many of the studio’s Silly Symphony shorts, including The Old Mill, which marked the first use of the multiplane animation camera developed for Disney by Ub Iwerks and William Garity, to create a feeling of three-dimensional depth in animation. 

Also by this point, the board Walt Disney had established to help manage his animation department, had gelled into nine supervising animators. Disney jokingly referred to them as the "Nine Old Men," after FDR’s snarky critique of the Supreme Court. They were in their thirties then, but this core animation team grew into their nickname over the decades. They kept the signature Disney style going from 1945 to the late ‘60s. On Cinderella they were able to achieve all kinds of inventive ideas even within the new budgetary restrictions. A key example is Wolfgang Reiterman’s staircase scene, a fantastic suspense sequence that seems more inspired by Orson Welles than any fairy tale. The clever invention of the endearing mice characters came about long before the need to have animal sidekicks in Disney movies that could be turned into sellable merchandise. The many men responsible for crafting the story hit upon the idea of giving Cinderella animal friends so their sympathetic young protagonist, who spends most of her days by herself, could have other characters to talk to. They created the winsome, and ingeniously expositional subplot about a new mouse in town who must learn from the other mice about the wonderful girl Cinderella and the sinister cat Lucifer. That B-story rapidly expanded to fill out the brief narrative of the fairy tale, in part because the mice and cat were so much more enjoyable to draw than the more realistic human characters. The fun the animators, directors, and story artists had with these mice, birds, the cat, and the barnyard dwellers translates directly to audience members of all ages. For young kids especially, the cat and mouse subplot can easily seem the best part of the picture.


The voice actress who played Cinderella was not a big movie star, nor an established character actor. She was the vocalist hired to record demos for the film’s original songs. By 1948, nineteen-year-old Ilene Woods had been the star of her own New York based radio program for four years. Through her show, she became friends with many songwriters, including Broadway tunesmiths Mack David and Jerry Livingston. The songwriting team had been hired by Walt Disney to come up with possible songs for his latest production. They called Woods in to record samples of three songs they had come up with: "Bibbidi-Bobbidi-Boo" "A Dream Is a Wish Your Heart Makes," and "So This is Love." When the demos were presented to Disney, he was so taken with them that he asked Woods to voice the lead role, though he had auditioned over three hundred hopefuls to play Cinderella. 

Lady Tremaine, Cinderella’s evil stepmother, is not as magnificently sinister as the Wicked Queen from Snow White or Sleeping Beauty’s magnificent Maleficent, but she is still a fabulous antagonist. Besides being sonorously voiced and exquisitely drawn, she is the bridge between the highly realistic renderings of Cinderella and the prince and the more cartoony characters like the stepsisters, royal servants, and animals. 

Eleanor Audley was an American actress who had a distinctive voice in radio and animation, in addition to her TV and film roles. She is best remembered on television as Oliver Douglas's mother, Eunice Douglas, on the CBS sitcom, Green Acres (1965–69). In addition, she provided other villainess voices for Disney animated features, including Maleficent in Sleeping Beauty (1959). For each of those sinister fairy tale characters, animators Frank Thomas and Marc Davis designed the facial features and expressions to be like Audley, who was the live-action model for both characters. Audley had initially turned down the role of Maleficent because she was battling tuberculosis at the time of that production but thank goodness, she was convinced to do it.



I never paid too much attention to voice casting when I was a kid, even though the trend of casting famous actors and putting their names in the opening credits was a common practice during my childhood. In Disney’s Robin Hood (1973), this works quite well, but for the most part, celebrity casting was a way to make up for the lousy animation and cut-rate production values of cheapjack animation studios. Even at Disney, corners were getting cut and the quality of the work was suffering. The films were still enjoyable—The Rescuers (1977) has a creepy atmosphere and The Fox and the Hound (1981) tugs effectively at the heartstrings. But things hit rock bottom with Oliver & Company (1988), a hastily produced riff on Oliver Twist with cats and dogs as the protagonists. That film showcased the shoddiest animation in Disney history and featured God-awful pop songs performed by rockers like Billy Joel, Huey Lewis, Bette Midler, and Ruth Pointer. After seeing Oliver & Company I figured I was done with new releases from the Walt Disney Animation Studios. Then, everything changed.


I had started college in New York when The Little Mermaid was released in theaters around Thanksgiving of 1989. I was back in Boston for the holiday, and my buddy Nick and I caught it at Boston’s old Copley Mall multiplex—where every cinema was so small and narrow it was like paying full price to watch a movie on an airplane. We expected little from this mermaid, but we had seen everything else that was playing. I knew nothing about the film other than the generic-looking poster hanging in the lobby and what I vaguely remembered of the Hans Christian Andersen story. The last Disney movie I’d seen—apart from the many mid-budget, R-rated comedies the studio made in the ‘80s under its Touchstone Pictures label (another Ron Miller initiative)—was the aforementioned Oliver & Company. 

Oliver & Company '88 release premiered on the same day as The Land Before Time, the third feature from Don Bluth. Bluth was a former Disney animator who broke away from the studio during the Ron Miller era to start his own animation company dedicated to reviving the classical style pioneered by Walt. While Miller & Co were experimenting with early CGI, color Xeroxing processes, and other cost-saving techniques, Bluth was building a traditional animation studio that cared about things like how raindrops look when they fall on puddles and the different types of shadows that characters would cast, depending on what time of day a scene was set. Even when he teamed up with Steven Spielberg, Bluth never had the kind of story or music talent Disney had access to, but his The Land Before Time still outshone and outperformed the joyless Oliver & Company.

So, when I sat down to watch The Little Mermaid in 1989, my expectations were low—always the best way to discover a great movie. By the end of its 83 minutes, I had experienced a Grinch-like transformation. Layer upon layer of my eighteen-year-old cynicism melted away. The picture was so profoundly entertaining, the characters so delightful, and the songs so beautifully constructed. The animation was back up to the high standards of the later films of the studio’s classic era (such as Lady and the Tramp and The Jungle Book). Directors Ron Clements and John Musker were veterans of the “new class” of Disney animators who joined the studio in the ‘70s and worked under the fabled “Nine Old Men.” Clements and Musker had risen through the ranks when others, like Bluth, Tim Burton, and John Lassiter had either quit the studio or been fired.

In 1984, a hostile takeover of the Disney corporation was attempted by investors with the intention of breaking up the company and selling off its assets. When Miller was ousted, Walt’s hapless seeming nephew Roy E. Disney helped lure in the corporate dream team of Frank Wells from Warner Brothers and Michael Eisner and Jeffrey Katzenberg from Paramount to run the studio. Roy Jr.’s connections helped to shake up the floundering enterprise and get it back on track. Believing that his late uncle’s company had become too focused on its less-than-successful theme park expansions, “racy” television shows like The Golden Girls, and mindless merchandising, Roy E. wanted to get the studio back to the business of making movies—specifically animated features. But all the new Disney bosses still viewed the studio’s animation branch as a loss-leader at best. Animation was something the hotshot executives had to produce because of the company's legacy, not something they saw much value in.

All the animators were kicked off the main studio lot and sequestered in a bunch of rundown buildings in a low-rent part of LA. They kept plugging away on various projects in various stages of development and production, but most feared that their jobs would be cut. One event that seemed like a real low point was when Katzenberg called everyone left in the much reduced, deeply demoralized animation department in for a "Gong Show” session where each creative was asked to rapidly present five new ideas to be accepted or rejected. Clements pitched an old-fashioned adaptation of The Little Mermaid and a space-age version of Treasure Island. Both were initially gonged by Katzenberg, but both eventually got made.

Luckily, The Little Mermaid came first. It not only resuscitated the Disney animation department, it restored the stature of the studio, making it again the powerhouse of family entertainment it had been in the past and still is today. The movie was revolutionary because it was a successful return to something classical, instead of a failed attempt to push the envelope. Rather than trying to be hip with lame pop songs and celebrity voice casting—and rather than trying to reinvent the wheel with new technologies—Clements and Musker created an unabashed, old-school, hand drawn, fairy tale princess movie (the first one of these Disney had made in thirty years!). The Little Mermaid was infused with youthful energy and a slightly more modern sensibility. Thus, the film felt fresh and original without shamelessly kowtowing to current trends or attitudes.

The key factor in The Little Mermaid’s success, as well as the spectacularly prosperous and acclaimed ten-year period now known as “The Disney Renaissance,” which followed its release, was the hiring of Howard Ashman and Alan Menken. The songwriting duo were the creators of the hit off-Broadway musical Little Shop of Horrors, which was based on the no-budget Roger Corman picture from 1960. Little Shop revolutionized theatrical musicals at a time when they were stagnating under the weight of uninspired revivals and over-produced spectacles by Andrew Lloyd Webber. Not only did Little Shop coax Broadway towards a less ostentatious, more funky, ironic, and contemporary orientation for musicals, it encouraged writers and producers to cast a wider net when selecting source material.

At the time, the idea of basing a hit musical on an obscure twenty-five-year-old Z-grade movie seemed laughable, whereas today it’s common practice. In Little Shop, Ashman and Menken blended 1960s schlock cinema with 1950s rock and doo-wop and incorporated them into a Broadway structure to create a winning stylistic hybrid. The two men met at the BMI Musical Theatre Workshop in New York, a program now widely regarded as the premiere training ground for emerging musical theatre composers, lyricists, and librettists. They became ardent devotees of the BMI school of thought that the songs in musicals should always move the narrative forward, developing the story or the characters, and always getting new information across to the audience. Ashman had little use for purely decorative songs, but he also disliked light opera or musicals where all or almost all the dialogue is sung—such as in Gilbert and Sullivan and many Stephen Sondheim shows. He often said that if you could remove a song from a script and the script still made sense, then you hadn’t done your job as a songwriter.

Record mogul turned stage and movie producer David Geffen, who had bankrolled Little Shop, suggested Ashman and Menken to the Disney executives. When the duo arrived on the lot, their immediate request was to work in animation. While this desire may seem like a no-brainer now, back in the late ‘80s it seemed like pro basketball all-stars asking to play on the JV team. But Ashman felt strongly that that the songs in live action movies almost never worked, because, to most viewers, the idea of singing your feelings out loud seemed ridiculous when presented in a realistic context. But animation, like theater, is an inherently stylized form, already so divorced from reality that when characters burst into song it feels no more out of place than any other aspect of the fantasy that’s mutually agreed upon between the actors and audience. When working at the studio, Ashman often pointed out that it was not a coincidence that the era of classic Disney animation (the 1940s and ‘50s) coincided exactly with the golden age of Broadway musicals. That heyday had begun when Richard Rodgers and Oscar Hammerstein teamed up and brought a new level of maturity to the artform by writing dramatic, character-driven productions. Until then, light-hearted entertainments and pastiche reviews had typified the medium. 

Ashman and Menken looked at the treatment for The Little Mermaid and quickly created song after song. Each tune enhanced the story while simultaneously standing on its own as a delightful, catchy, funny, or emotional number. It's difficult now, when the musical structure perfected on this picture has become such a standard formula, to remember how innovative this work felt at the time. But the way each song in this picture serves as both a foundational narrative element and a fabulous decorative piece was groundbreaking. Of course, Ashman and Menken didn’t invent the blueprint that they built their musicals on. Concepts like the first act “I Wish” number were only then starting to be formalized at places like the BMI Workshop. This idea holds that nearly every great musical has an early song where the main character states the desire that’s swelling within themselves, which then drives the entire plot forward—from The Wizard of Oz’s “Somewhere Over the Rainbow,” to My Fair Lady’s “Wouldn't It Be Loverly?" to the multi-protagonist prologue of Into the Woods.  Disney's first feature, Snow White, has two of these. The first is literally called “I’m Wishing." The second, "Someday My Prince Will Come," though it comes later in the story, serves the exact same narrative function—thus Ashmen would probably have fought to combine the two songs into one at the beginning had he been employed on that film.

Nearly every blockbuster musical that followed—from Wicked, to The Book of Mormon, to Hamilton—utilizes the formula that was so clearly defined in this picture. Still, no show more perfectly integrates and transcends the functional nature of these by-the-numbers numbers—and achieves true storytelling magic—than The Little Mermaid. The fact that the song “Part of Your World” can penetrate the semi-curmudgeon-like exterior of a non-musical-theater-person like me says a lot about its power. And “Part of Your World” isn’t even the best number in this miraculous group of tunes. There is the Oscar winning "Under The Sea,” a set piece that establishes the tone for the picture and announces to the viewer that this is not some half-assed, kiddy movie; “Poor Unfortunate Souls,” which introduces the sumptuously villainous antagonist Ursula the Sea Witch with her own type of “I Wish Song”; "Les Poissons,” a minor ditty that injects the second act with a burst of humor and inspiration right when it’s needed, and "Kiss the Girl,” a hilarious romantic number that sets up, teases, and delays the film's most critical narrative beat. These songs, even outside the context of the story, are all better than any tune in any Disney picture (or any kids’ movie) of the previous twenty years (which was my entire lifetime at that point).

If you listen to the demos for these songs recorded by Ashman and Menken, as I have, you’ll find them far more exhilarating and passionately delivered than the typical rough drafts composers and lyricists usually churn out. These fellas knew what they were doing. In their goal to reach into the popular consciousness, they understood the potential power of combining their understanding of contemporary musical theater with the then-dormant capacity of Disney animation. And Ashman was far more hands-on as a writer and producer when it came to guiding the vocal performances of his songs than even the movie’s directors were. He argued with the filmmakers and the new Disney brass (hardly known for being pushovers) about the smallest of decisions, and he usually won out because he was usually right. 



Ashman fought tooth and nail when it came to casting and recording. Jodi Benson, who plays the title character Ariel, credits Ashman for the subtleties of her vocal performance—which pulls back and even whispers at moments where most singers with her training would be belting out every line as if trying to reach some imagined back row of a third balcony. And when Katzenberg decided that the entire “Part of Your World,” sequence needed to be cut (after a test-audience of kids got restless when watching an early pencil-test version of the first act), Ashman was able to forcefully reassure the nervy executive and keep the sequence in. He convinced Katzenberg, who still had little experience when it came to the lengthy process of fine tuning an animated feature, that once all the detail and color were completed, the number would play “just fine.” (It’s hard to imagine what The Little Mermaid would have been like without the song that brought the concept of the “I Wish Song” into the public consciousness.)

Unlike modern animated movies, and many of the pre-Mermaid Disney features of the late ‘80s, the casting of this picture does not rely on celebrity clout. Ursula the Sea Witch, the most marvelous character in the film, and one of the three greatest villains in the entire Disney cannon, isn't played by a female equivalent of James Earl Jones but by Pat Carroll—the diminutive character actress and singer best known as a staple of ‘60s and ‘70s variety shows and for the short-lived syndicated Suzanne Somers sitcom She's the Sheriff. As drawn by lead animator Ruben A. Aquino, Ursula's design was inspired as much by Divine, the iconic three-hundred-pound drag queen star of John Waters’ midnight-movie classics, as by squid, octopi, and other slippery sea creatures. The filmmakers considered Bea Arthur, Joan Collins, and Elaine Stritch to voice this crucial role. Stritch was, in fact, hired and might have been excellent in the part, but she and Ashman clashed when it came to her delivery of the signature song. In a pivotal decision, Stritch was fired and replaced with Carroll, which enabled Ursula to have a voice unlike any heard before or since. 

Carroll worked to deepen her usually high-pitched vocal instrument for this performance, in an attempt to sound “Shakespearian.” Thus, her canny, confident, comedically self-aware yet delightfully frightening delivery of lines like, “Life’s full of tough choices innit,” combined with the fluid way the character's corpulent body floats through her underwater environment, cements Ursula in the annals of cinema. She is every bit as iconic as the Wicked Queen of Snow White or Maleficent the Mistress of All Evil in Sleeping Beauty, or, for that matter, even the Wicked Witch of the West in The Wizard of Oz. I’ve never been one of those people who believes voice actors in animation should be considered for major acting awards. (I think the very concept is kind of an insult to those who practice the craft of acting.) The one exception I would make is Carroll. Her performance is so central to this movie’s success that I think she should have been nominated for Best Supporting Actress and, considering the lineup of nominees in that category, that year, she deserved to win.



As for the Little Mermaid herself, Ariel represented a minor but important leap forward in Disney's depiction of female characters. Rather than a passive protagonist who waits around for a prince, a fairy Godmother, or some magical fantasy to decide her fate, she is a self-reliant, rebellious spirit who acts of her own volition and follows her own desires. This stance may seem a negligible breakthrough, not only by the standards of today but also of 1989, as Ariel is also a female character who sacrifices her identity to pursue a generically hunky prince she barely knows. Moreover, she physically typifies the male-gaze ideal of young womanhood with her hourglass figure, skimpy seashell bra, big baby-doll eyes, and huge head of flowing hair. Indeed, Ariel seems deliberately designed to be the sexiest animated character in the entire Disney cannon. On the other hand, she’s also the most headstrong and individualistic princess they’ve created who doesn’t feel even remotely concocted by a bunch of well-meaning people trying to manufacture some kind of forced role model. Ariel is fun and relatable, regardless of one’s age or gender. 

I can’t defend all aspects of this movie the way I’ll unwaveringly stick up for its sometimes-defamed heroine. The climax of The Little Mermaid relegates Ariel to a mere damsel in distress while the handsome prince Eric battles the evil sea witch. It is an exciting ending, but one that would unquestionably have been better if the film’s main character took control and defeated her enemy on her own terms instead of letting the prince do it. It would be another thirty years before Moana, the movie in which Disney Animation finally gave us a female protagonist who does this vanquishing herself in a way that feels authentic and satisfying.

The Little Mermaid has some other shortcomings that, for me, add to its charm rather than diminish it. For example, Ariel has one too many animal sidekicks. There is Sebastian, the court composer crab who serves as her father, King Triton’s, most loyal subject and assures her that the life she was born into is the best possible life she can hope for. Then there is Scuttle, the dimwitted seagull who shares her interest in the human world beyond the sea, and Flounder, her best-friend-fish who accompanies her everywhere and serves no narrative function whatsoever. Flounder doesn’t even make an especially good plush toy for the all-important Disney merchandising department. For many, Sebastian’s “yes-mon” submissiveness smacks of racist colonial depictions of domestic servants, no matter how talented he might be.

But I’ll go to bat for Sebastian. His songs, “Under the Sea,” and “Kiss the Girl,” are, quite simply, two of the best in the vast and impressive Disney songbook, and the vibrant, exquisitely detailed ways these set pieces are animated qualifies them as two of the best-staged musical numbers in any Disney film outside of Fantasia. The character was developed in the original treatment as an English-butler-like lobster named Clarence—yawn! Ashman proposed changing Clarence to a Jamaican Rastafarian crab so that he and Menken could write a more distinctive, up-tempo song. Changing the crab’s heritage would enable them to use more contemporary calypso and reggae inspired melodies that would result in a more memorable song. Actor and singer Samuel E. Wright was cast in the role of Sebastian after a yearlong search failed to turn up anyone who could make the character more than a caricature. Wright’s inability to do a Jamaican accent led him to play the part with a distinctive Trinidadian brogue. In this way, he’s rendered far less of a broad stereotype than, say, Louis the French Chef, hilariously voiced by René Auberjonois, who appears later on in the picture. Louis is played like Maurice Chevalier on steroids, and in his signature cooking song, Ashman boldly (and with ingenious whimsy) has his character rhyme 'les poisons, les poisons” with “hee-hee-hee, honh-honh-honh!” 

Hell, I’ll even stick up for Flounder and the few poor choices in the picture’s climax because they epitomize a time when animated movies were not quite as workshopped and polished to “perfection” as they are today. As much as I enjoy Frozen and Moana—which, in some ways, are superior films—they possess the breathless, over-processed, hurried quality found in nearly all mainstream contemporary animated cinema. In contrast, The Little Mermaid was produced at the end of a lengthy and desperate period when the corporate juggernaut that birthed the movie seemed incapable of recapturing the magic of its legacy. While the film’s immediate successor Beauty and the Beast is a more prestigious picture, The Lion King, the last release of the so-called Disney Renaissance, was far more profitable, and the recent releases from Disney Animation Studios and the non-musical Disney/Pixar collaborations are more progressive and innovative in their subject matter, The Little Mermaid remains a singular achievement that I find endlessly re-watchable. It may be flawed, but its weaknesses are perfectly in line with its themes. Its imperfections make the film feel all the more “human."



I revisit both The Little Mermaid and Cinderella frequently. I’m always happy to run it for kids when they reach the age where they can focus on a feature length film, and I’ve screened both movies with many adult friends, too. There is so much to discover and get lost in with these magnificent pictures. Both films inevitably fell victim to the studio’s financially motivated obsession with remaking their classic animated titles as CGI infused live-action pictures “updated” for modern sensibilities.

The Kenneth Branagh directed Cinderella (2015) was one of the first examples of this unfortunate trend. It came a year after Disney released Maleficent, a live-action feature that shrewdly retold the tale of Sleeping Beauty from its iconic villain’s point of view. That uneven but at times thrilling picture uncovered much new thematic ground that made it both modern and timeless, and it provided star Angelina Jolie with a killer roll as the titular wicked fairy witch. Branagh’s picture, on the other hand, was merely serviceable, offering no new insights and only few surface-level pleasures, like Sandy Powell’s exquisite costumes and some elegant visual effects. The live-action Cinderella avoided the shot-for-shot remake qualities that would characterize later examples of this trend like Beauty and the Beast (2017) and The Lion King (2019). It maintained the story’s old-fashioned qualities from the casting to the narrative to the humor, but stars Lily James (Cinderella), Cate Blanchett (the Wicked Stepmother), and Helena Bonham Carter (the Fairy Godmother) brought nothing original or exciting to their interpretations, the way Jolie had to Maleficent. And there are no CGI talking mice in the live-action version, I guess because that wouldn’t be realistic?

Rob Marshall’s 2023 version of The Little Mermaid brought the problem of striving for realism in these “live action” remakes to a whole new level. He cast newcomer Halle Bailey as Ariel, instigating a major social media tempest-in-a-teapot due to Bailey being African American; and Melissa McCarthy, a movie star comedian with a well-established screen persona, as Ursula; and he then did everything possible to make these real actors look, sound, and behave like their animated counterparts but in a photorealistic setting. What’s the point? 



When Jon Favreau directed the 2019 remake of The Lion King, he developed an immersive virtual reality process that treats an entirely computer-generated environment in ways that obey the laws of physics and other real-world limitations. That film employed virtual cameras, dollies, cranes, drones, lights, reflectors, flags, and the full virtual complement of gear you would find in a Hollywood sound stage to ensure things would “feel” lifelike as well as “look” lifelike. While this technology is impressive, it showcased the main problem with striving for realism in a movie in which you are anthropomorphizing animal characters. The two goals are at odds with each other. Whereas classic animation techniques enable animals (or fish, inanimate objects, fantasy creatures, or even people) to take on human characteristics with exaggerated features that endear them to us. Big eyes, funny teeth, overemphasized muscles, hair that seems to have a mind of its own are part of why we fall in love with animated characters. But since in real life, animals don’t have mouths that can articulate words, nearly every single shot in The Lion King has something about it that looks profoundly unnatural.

That fact didn’t stop The Lion King remake from becoming one of the ten highest grossing movies of all time, ensuring that Disney would continue their “live-action” remake tradition until they have exhausted their library of animated classics. The 2023 The Little Mermaid embraces a more-is-more aesthetic by essentially copying the 1989 animated film and then expanding its 83 minute runtime to 2 hours and 15 mins, with new songs by the ubiquitous Lin-Manuel Miranda that stick out like the sorest of sore thumbs alongside the original Ashman and Menken tunes. The bloated narrative adds all kinds of unnecessary scenes and details that serve no purpose other than to make the story feel more grounded in reality.

Watching the two versions of the "Under the Sea" set-piece is the only demonstration anyone should ever need to understand why the whimsical hand-drawn animation approach is vastly superior for this type of musical fantasy to the new live-action/CGI hybrid. The 1989 animated sequence in which Sebastian the crab pulls out all the stops to convince Ariel that she should forget about her dreams of venturing to the surface and stay sea-bound where she belongs was and remains an incredible showstopper. It had audiences standing up and cheering in cinemas and propelled the tune to an easy Oscar win for Best Original Song. Watching the lackluster "realistic" rendering of this number in the new picture (apparently developed with the Alvin Ailey American Dance Theater!) manifests the incredible sacrifice these filmmakers make in the name of photorealism.



The idea that an over-the-top production number—in which a vast array of sea creatures unites to sing a swingin' calypso show tune—requires verisimilitude to succeed is just astounding to me. That realism even enters into the equation makes little sense. Not only is this movie about mermaids, but it's also got a bird that can breathe and speak underwater and a tropical fish that dogpaddles above the water so that it too can be heard when it talks. Photorealistic CGI isn’t merely an inappropriate medium for telling such a story, it’s also almost incompatible.

The principal reason the original Disney animated features became the definitive versions of so many classic fairy tales for the past century—even though they often veered wildly from their sources—is that the meticulously hand drawn features, inspired by the visual traditions of European painting and silent filmmaking, convey imaginative fantasy that aligns perfectly with the age-old content of the ancient folk tales. Modern digital filmmaking doesn’t harken back to old-fashioned styles of painting, illustration, and photography, but instead recall more contemporary science fiction and futuristic blockbusters. Even the best of these modern takes on fairy tales feels like a hodgepodge of sources and references rather than a coherent and uniform expression of a narrative. The new photo-realistic CGI techniques may have conquered the uncanny valley that plagued computer animation for so many decades, but it still just don't look right to me.