Artists Recall the Making of a Classic : 'Fantasia': Walt Disney's ground-breaking combination of animation and classical music has been restored for re-release on its 50th birthday.

Half a century ago, a team of young pioneers gathered in Burbank for an unheard-of artistic task. They were asked to interpret music by using moving paintings--from bouncing abstract lines to ballet-dancing ostriches to topless female centaurs--in a new art form called animation.

The result, "Fantasia," became a classic that helped lay the groundwork for all cartoons to come.

Three of the 1,000 people who worked on the movie still live in Valley neighborhoods surrounding Disney Studios, where they drew themselves into animation history. Today, the studio is releasing a restored version of "Fantasia" to celebrate the 50th anniversary of its original screening.

Realizing that they were on the verge of a new art form, the creative crew worked directly for Walt Disney--the man behind the studio. All three animators had worked on "Snow White" and "Pinocchio," Disney's first feature-length animated films, before the adventurous experiment of "Fantasia."

From their imaginations sprang the wicked queen in "Snow White," the crystal coach in "Cinderella," the expressive wooden face of "Pinocchio," Baloo, the be-bopping bear of "The Jungle Book," and countless magical animated moments.

Although they nit-pick about the new, improved "Fantasia" that took two years to restore--longer than it took to make the original--these curmudgeonly cartoonists welcome the resurgence in quality animation sparked by Disney Studios' drive to restore all its cartoon classics.

"They mucked up a few things in this restored version: The ice fairy cobwebs were made a brighter yellow, the torches in the 'Ave Maria' sequence are too orange, and two of my ostriches were cut off on the sides," said Ken O'Connor, 82, an art director who still employs the same hypercritical attitude that Disney instilled in his staff. "But it's certainly still enjoyable."

O'Connor directed one of the funniest scenes in "Fantasia," in which ostriches, elephants, alligators and elegant Hyacinth the Hippo in a tutu all very earnestly perform a ballet to Amilcare Ponchielli's "Dance of the Hours."

"The reason why it turned out so funny is that the animals were so serious about getting it right," O'Connor said. "A hippopotamus pirouetting would probably have her tutu slip a little bit, and it looks ludicrous, but it's realistic."

Striving for realism in the improbable ballet, Disney took O'Connor and his staff to the nearby Los Angeles Zoo to collect ideas and set them to music--like synchronizing the swallowing of whole pieces of fruit down an ostrich's neck. New York City Ballet master George Balanchine, who was fascinated by the beastly ballet, applauded it at a private screening.

An Australian-born journalist, O'Connor switched careers in 1935 and worked 46 years for Disney. Among the memorable moments from a dozen feature films and 100 shorts he worked on, O'Connor is responsible for creating the pink elephant dream sequence when Dumbo the flying elephant gets drunk, the evil fox in "Pinocchio" and the Siamese cats in "Lady and the Tramp." In the early 1960s, before man landed on the moon, he designed interplanetary spaceships.

But O'Connor's most notable contribution to cartoon history was creating Cinderella's sparkling coach. At his home only a few blocks from Disney Studios, he displays the original wire and plaster model of the pumpkin turned coach, which he said he hesitantly presented to Walt Disney.

"I was nervous because Walt was a tough critic," O'Connor said. "But after he studied it for a while, the only thing he asked was how I soldered those spiral wheels onto the coach."

"Fantasia" is a collection of cartoons set to classical music with no dialogue. The artists had free reign to unleash their imaginations.

Animator Ollie Johnston participated in the most fanciful section in which unicorns, flying horses and fairies flit about accompanied by Beethoven's "Pastoral Symphony." Quickly flipping pages of a meticulously drawn sketch pad at his La Canada Flintridge house, Johnston showed a scene he drew of a cherubic Cupid making a hat out of birds for a voluptuous, topless half-girl, half-horse.

"At one point, we worried about the Hayes Office coming in to censor us, because we had full-breasted centaurettes exposed in the movie," Johnston said. "But we kept them very innocent, not seductive, and we got away with things we never could have if they weren't drawings."

More than 3,000 blips and crackles in the soundtrack have been deleted in the new release, but it doesn't compare to the original Fantasound equipment that made the music "feel like it was boiling down the aisles of the theater," Johnston said. "However, it is much better than the slashed version with Dolby Sound that wasn't in sync with the movie," he said, referring to a 1980s release. "That just ruined it."

If Johnston, a 77-year-old, balding man with a bristly mustache, looks like Captain Hook's sidekick Mr. Smee in "Peter Pan," it's because Johnston modeled the character after himself.

He modeled Bagheera, the persnickety panther in "The Jungle Book," after a fastidious Disney story editor who lined perfectly sharpened pencils on his desk every morning. Johnston also drew the three fairies of "Sleeping Beauty," the dogs in "101 Dalmatians" and Merlin in "The Sword in the Stone." He created Baloo, the carefree bear in "The Jungle Book," after Walt Disney snapped his fingers, shuffled and boogied around the office as a demonstration.

Disney poured $2.28 million into "Fantasia"--about $50 million by today's standards--and it didn't make a profit until 1969.

The movie was originally conceived as a comeback vehicle for Mickey Mouse, who was losing popularity to Donald Duck, said Joe Grant, the movie's story director, who lives in Glendale.

"Walt always had big ideas," Grant said. "When I suggested that Mickey conduct the waves in 'The Sorcerer's Apprentice,' he said, 'Why not conduct the whole universe?' That gave us the idea to take Mickey into the stars in the movie."

Grant, who gave up a newspaper cartoonist job at the Los Angeles Record to work for Disney, said: "I felt like I was going to work for an alien. Walt was a genius who had a passport from somewhere out of this world."

In his home studio, Grant still has clay sculptures of a hippopotamus, an alligator and a centaur, which were used in "Fantasia" and made by the character model department he ran.

The department--which helped the animators draw characters in three dimensions--is the predecessor of all animation model departments and served as inspiration for George Lucas and Steven Spielberg when they worked on their blockbuster "Star Wars" films, according to Grant.

Grant, 83, is happy to finally see his name listed on the new version of "Fantasia." "For 50 years, the movie was anonymously issued, and it was as if all our credits were hermetically sealed in a tomb and they've just been discovered," Grant said.

Grant's wife was one of the inspirations for "Snow White," and his neighbor who lives across the street was the model for the wicked queen. "She is a sweet old woman who had the right profile," Grant said.

Grant retired from Disney to go into his own greeting card and ceramics business. He still serves as a consultant and is working on "The Frog Prince" and a movie based on the popular Disneyland ride "Pirates of the Caribbean."

All three men had to take rigorous tests of art skills in a hot, confined, windowless office nicknamed "the black hole," and most started with a salary of $10 to $15 a week.

O'Connor, who was a consultant on Disney's latest feature cartoon, "The Little Mermaid," and teaches at California Institute of the Arts in Valencia, said, "Disney is not the leader it used to be, and cartooning has sunk to a very low level. 'The Simpsons' is the bottom of the barrel."

Johnston, who likes "The Simpsons" caricatures, worked at Disney until 1978 and has since collaborated on three books about cartoons. The latest book about "Bambi," to be released this month, was co-written with 78-year-old friend and neighbor Frank Thomas.

Johnston shared a room with Thomas in a boardinghouse in Hollywood 50 years ago when they were struggling artists. In their book, Johnston and Thomas dispel the popular myth that a scene depicting the death of Bambi's mother was cut from the movie. That was never drawn, Johnston said.

Johnston--who is consultant on Disney's "The Prince and the Pauper" and a sequel to his last film, "The Rescuers"--said he is impressed with the innovation of Roger Rabbit, but feels that modern cartoons lack character. "Besides, mixing actors with cartoons has been done before," said Johnston, who drew the penguins that danced with Dick Van Dyke and Julie Andrews in "Mary Poppins."

Nevertheless, those who worked on "Fantasia" during the infancy of animation agree with O'Connor, who said: "Never ever again can anyone collect the best artists, the best music, the best creative energy together for one animated feature. No one can afford it. 'Fantasia' will never ever happen again."

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