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Ink & Paint
Ink & Paint is a podcast journey through the Disney animated classics! Each week, host Daniel Lammin and a special guest will look at each film in the official Disney animated canon, and talk about their artistic, historical and social context. Subscribe now to make sure you don’t miss an episode! Have comments or questions for Ink & Paint? Record a message for Daniel right from your phone, and we'll try to use it in our next episode!

Episode 10: The Package Films - Make Mine Music, Fun and Fancy Free, Melody Time
Daniel is joined by Disney historian JB Kaufman to look at the first three package films, discuss how they came to be, and why these mostly forgotten films are an important chapter in the history of Disney animation.

Daniel Lammin
JB Kaufman - Film Historian

Producer/Editor ∷ Alex Amster
Music ∷ Sam Porter
Show Artwork ∷ Nikolaos Pirounakis
Episode Artwork ∷ Lily Meek

Show Notes
Walt Disney Productions had been kept afloat during the war thanks to their government contracts for producing training and propaganda films, but when the war came to an end in 1945, so did those contracts. Apart from the two Good Neighbor films, the studio had hardly produced anything for the past few years that wasn’t linked in some way to the war effort, and with the security of those ongoing contracts now gone, they were once again left in a precarious creative and financial position. There were a number of projects that could now be restarted, including the long-gestating feature adaptations of 'The Wind in the Willows', 'Cinderella', 'Peter Pan' and 'Alice in Wonderland', a new creative project with Salvador Dali, and Walt’s dream project 'Song of the South', but embarking on a new feature animation project was too much of a risk, especially after the debilitating track-record of failures during the early ’40s, and as much as the government contracts had kept them afloat during the war, they also hadn’t generated significant profit either.

The end of the war has given us a chance to go ahead with plans which until now we could only think about. It has also confronted us with a number of problems.
Walt Disney, in the 1945 Annual Report to Employees

The studio also had a responsibility to its shareholders and to Bank of America, who were all equally sceptical that feature animation would be a profitable exercise, especially with the properties currently in development. Bank of America called for the company, and for its figurehead, to take more responsibility for paying back the ever-building debt their loans were accruing. Once again, the company went through a massive restructuring, including further layoffs and Walt resigning as President of the company to become chairman of the board, with Roy now President overseeing a new management committee. This created further tensions with the staff, drastically reduced thanks to both the layoffs and many of the men having been drafted during the war.

Still from a UPA short subject

There were also other creative threats. Following the 1941 strike, many of the now-unemployed animators formed United Productions of America, a new animation studio that counteracted the reach towards realism in Disney animation with a more impressionistic graphic design that sat closer to the tone of post-war America than Disney’s pastoral elegance. Warner Bros. had also set up their own rough-and-tumble animation studio with artists such as Tex Avery, Chuck Jones, William Hanna and Joseph Barbera, and as the war came to an end, their mad-cap 'Looney Tunes' series was about to enter its own Golden Age. The staff at Disney enviously watched the surrealist insanity in the 'Looney Tunes', a far cry from the methodology at Disney which had reduced the process of animation and story development to an assembly line.

Walt Disney was equally frustrated. Commerce was of no interest to him; he was driven by artistic expression, and while he longed for the perfection of the Golden Age films, he was faced with the hard truth that such films were not feasible anymore. His fixation on 'Song of the South' was as much due to the fact that live-action was cheaper to produce than animation as it was his love for the Joel Chandler Harris stories. The company had been founded on animation though, and animation was his route to artistic purity. If they couldn’t make feature animated films, then what on earth were they supposed to do?

The answer, suggested Roy, was right in front of their eyes. As much as Fantasia had proved a box-office disaster, the format of collecting a series of shorts into a feature had proven at least a financial success with Saludos Amigos. Roy suggested that they continue the trend and ‘package’ some of the short subjects in development, some of them leftovers from 'Fantasia' and the Good Neighbor films, into feature films. The financial risk wouldn’t be as significant, and it would at least give the animation staff something to do. With no other real option, an increasingly disillusioned Walt agreed.

Now Willie will never sing at the met. But don't be too harsh on Tetti-Tatti; he just didn't understand. You see, Willie's singing was a miracle, and people aren't used to miracles.
Narrator, 'Make Mine Music' (1946)

The first of the Package films, 'Make Mine Music', is a "musical fantasy" comprising ten segments linked together as a kind of concert. After 'Fantasia', it had been suggested to Walt that the format might also lend itself to popular music as well as classical, and 'Make Mine Music' is in many ways a populist version of 'Fantasia'. Many of the segments were leftovers from other films, such as 'Without You' and 'Two Silhouettes', which sprung from abandoned ideas developed for the Good Neighbor films, or the lavish adaptation of Sergei Prokofiev’s 'Peter and the Wolf', which had been intended for 'Fantasia'. The 'Blue Bayou' sequence used animation initially completed for 'Fantasia', set to Claude Debussy’s 'Clair de Lune' to be later added to the film in re-release, but when that plan was scrapped, the animation was reused for 'Make Mine Music' and set to a different song.

While the finished film simply presented the segments one after the other, there were early plans to give the film some kind of structure. Story artist Sylvia Holland, who in 1938 was the second woman hired in the story department, had been a key artist in the development of many sequences in 'Fantasia', but had been laid off in 1942 in the mass firing after the strike. She was rehired not long after, and worked on many of the war projects, including 'Victory Through Air Power', as well as a number of educational films including 'The Story of Menstruation' and the never-completed 'The History of Music'. When production began on 'Make Mine Music', Sylvia was asked to develop storyboards for continuity segments between the films featuring the Greek muses, an idea that never eventuated. Seeing an opportunity to make further use of abandoned material she had developed for 'Fantasia', Sylvia pitched another Package Film, 'Vagabond Virtuoso', and began developing the idea. However, Sylvia Holland was once again laid off in 1946, and that project was shelved.

‘After You’re Gone’ pastel concept art by Elmer Plummer © Disney

While many of the sequences in the film are fairly traditional or mostly forgettable, there are a few standout moments. The two sequences set to performances by Benny Goodman, 'All the Cats Join In' and 'After You’re Gone', have a much stronger graphic style closer to what was being developed at UPA, with 'After You’re Gone' building on the surrealist ideas in the Pink Elephant scene in 'Dumbo' and the end of 'The Three Caballeros'. In terms of storytelling and character animation, 'Peter and the Wolf' and 'The Whale Who Wanted to Sing at the Met' are small triumphs, the former in particular making great use of the character motifs in the music to inform the temperament and designs of the characters themselves. Both would have great success as shorts on their own in the future.

Theatrical Poster, 1946 © Disney

After a name change from 'Swing Street' to 'Make Mine Music', the film was released in August 1946 to mostly dismissive reviews. In his New York Times review, Bosley Crowther called the film "vivid, motley, ornamental and just a bit questionable at points," and this seemed to be the general feeling towards the film. Despite some flashes of imagination and inventiveness, the film as a whole didn’t have any discernible character of its own. It was, as production supervisor Ben Sharsteen put it, a "remnant sale".

Surprisingly, the film did bring in a profit, helped by the edict from the management committee that the film should be completed as "economically as possible", and it even had an unexpected fan in Soviet director Sergei Eistenstein, who called the film "absolutely ingenious". The film was also entered into the 1946 Cannes Film Festival. More so than perhaps any film in the Disney canon though, 'Make Mine Music' has mostly been forgotten by the public. Like many of the Wartime Era films, it was picked apart for its shorts and never received a major re-release. Its release on home video has been sporadic, with most releases in the U.S. removing the 'Martins and the Coys' sequence because of its excessive depiction of gun violence, and is thus far the only film in the official Disney canon not available on Disney+, for reasons that have never been made clear.

With 'Make Mine Music' proving there was still some strength in the package format, the studio turned its attention to other properties that could work in the format. As it turned out, they had two that seemed perfectly suited to the task.

You know, you worry too much. In fact, everybody worries too much.
Jiminy Cricket, 'Fun & Fancy Free' (1947)

Jiminy Cricket (Cliff Edwards) introduces us to the story of Bongo, read by Dinah Shore, a circus bear who longs to return to the wilderness. Once he escapes, he finds forest life hard to adapt to, but falls in love with forest bear Lulubelle. After learning the strange courting customs of the bears, Bongo and Lulubelle begin their happy life together. Jiminy then takes us to visit ventriloquist Edgar Berger, who along with his dummies Charlie McCarthy and Mortimer Snerd, tell their visitor, child actress Luana Patten, the story of 'Mickey and the Beanstalk' where, after acquiring some magic beans that grow into a giant beanstalk, Mickey, Donald and Goofy rescue a golden harp from the clutches of a shape-shifting giant.

Both segments of 'Fun & Fancy Free' were originally put into development as feature films in the early ’40s before being shelved during the war. 'Mickey and the Beanstalk' had been conceived in the late ’30s as part of the same push to renew Mickey Mouse’s popularity as 'The Sorcerer’s Apprentice'. Animators Bill Cottrell and T. Hee had pitched the idea of an adaptation of 'Jack and the Beanstalk' starring Mickey, Donald and Goofy, but while Walt was charmed by the idea, he didn’t think it had promise. After much convincing, he allowed the project to start development in May 1940 under the title 'The Legend of Happy Valley'.

‘Mickey and the Beanstalk’ story painting © Disney

Once 'Dumbo' had completed rough animation in May 1941, production began on 'The Legend of Happy Valley'. At the same time, another idea was floated as a potential sequel to 'Dumbo', an adaptation of Sinclair Lewis’ 1930 short story 'Bongo', possibly using many of the same circus characters. By December 1941, around fifty minutes of 'Happy Valley' had been animated and the script for 'Bongo' completed, but due to first the strike and then the U.S. entering the war, both projects were shelved.

Once the package films had entered production, Walt considered pairing 'Happy Valley' (now renamed 'Mickey and the Beanstalk') with the long-gestating adaptation of 'The Wind and the Willows' as a double feature, tentatively titled 'Two Fabulous Characters'. The film was eventually removed from that project and paired with the revived 'Bongo' project instead, resulting in 'Fun & Fancy Free'. The initial designs for 'Bongo' had leaned towards realism, but were now simplified and the story stripped back, including all ties to 'Dumbo'.

‘Bongo’ concept art by Ward Kimbell © Disney

Unlike 'Make Mine Music', 'Fun & Fancy Free' does have a framing device. Jiminy Cricket returns (once again voiced by Cliff Edwards), singing the song ‘I’m A Happy Go-Lucky Fellow’, a song which had been cut from 'Pinocchio', and Edgar Bergen and Dinah Shore were brought on to add more appeal to audiences. Bergen and his characters had also featured in some of the early Disney shorts, and would appear in the studio’s first television program, 'One Hour in Wonderland'.

Since 'Steamboat Willie' in 1928, Walt Disney himself had provided the voice of Mickey Mouse. Due to his growing disinterest in the character and the distractions of running the company, 'Mickey and the Beanstalk' would be his last performance as Mickey, passing the role onto sound effects artist Jimmy Macdonald, who would provide Mickey’s voice for the next thirty-eight years.

Theatrical Poster, 1947 © Disney

Walt Disney, who seems to have been aiming for mediocrity in his recent productions, has not even hit his mark.
The New Yorker, 4th October 1947

Just as its predecessor, 'Fun & Fancy Free' was met with indifferent, mostly critical reviews. A common complaint was that the film felt off-balance, and that the many different elements didn’t work well together. "In spite of the Disney technical skill," wrote Time on the 20th October 1947, "it has never been a very good idea to mix cartoons and live actors. With genial showmanship, Mr. Bergen & Co. barely manage to save their part of the show. Most of the Bongo section is just middle-grade Disney, not notably inspired. And once Mickey & friends get involved with Willie, the whole picture peters out and becomes as oddly off-balance and inconsequential as its title."

Compared to 'Make Mine Music' and 'Melody Time', 'Fun & Fancy Free' highlights best the limits of the package film format. While the other two at least have music as a unifying theme, nothing thematically or tonally ties 'Bongo' and 'Mickey and the Beanstalk' together. The depiction of courtship between Bongo and Lulubelle also presents an uncomfortable portrait of spousal relations and gender politics that certainly does not hold up with today’s standards.

And yet, the film still turned in a healthy profit, and of the three films, has stayed more firmly in the public consciousness. The two shorts remained popular on their own, and the film has enjoyed releases on laserdisc, VHS and DVD in its original form. In 2014, it was released on Blu-ray in a peculiar release that featured the film with 'The Adventures of Ichabod and Mr Toad' and 'The Reluctant Dragon'.

For their third package film, the studio returned to the format of 'Make Mine Music', but as had been the case between 'Saludos Amigos' and 'The Three Caballeros', the lessons from that first film would inform their approach with this one.

There's drama, there's excitement, and there's harmony for three
in a story of adventure on the sea.
Narrator, 'Melody Time' (1948)

While the segments of 'Make Mine Music' had been haphazardly thrown together, those in 'Melody Time' at least had the advantage of knowing in what format they would end up. Once again, the seven musically-driven segments were presented as a concert, with vague connecting narration from the various personalities that feature in the film.

Early in development, Dick Huemer had proposed the idea that the shorts would be connected around the workshop at Currier & Ives, a highly successful printmaking firm run by Nathaniel Currier and James Merrit Ives in the mid-late 1800s. Their work had become an iconic piece of Americana, and Huemer’s idea was that the camera would move around the workshop, focusing on particular woodcuts or lithographs, which would then come to life and launch into the individual sequences. The film was even tentatively titled Currier & Ives, and their influence can be seen especially in the 'Once Upon a Wintertime' sequence. Eventually, this framing device was dropped in favour for the simpler concert format.

'Melody Time' also made use of two other abandoned projects. Walt had a keen interest in swing music, and had reached out to Benny Goodman and his band to collaborate on a project. They first discussed an appearance from Goodman in 'The Reluctant Dragon' that would morph into an animated sequence involving jungle animals. This never eventuated, but the idea persisted, including a concept called 'Swing Fantasia' being pitched in 1943. Goodman finally appeared in a Disney film with the two sequences in 'Make Mine Music', and in 'Melody Time', swing and classical music collided with the thrilling 'Bumble Boogie', with Freddie Martin and his orchestra delivering a swing version of Rimsky-Korskov’s 'Flight of the Bumblebee', a piece that had been conceived as a future 'Fantasia' segment.

‘Pecos Bill’ concept art © Disney

Another package film being considered by the studio was an anthology based on heroes in American folklore. Very little of Disney animation up until that point had actually engaged with American history and mythology, and this film would connect directly with (albeit white American) storytelling traditions. In the end, only two sequences were completed and included in 'Melody Time' - the oddly religious 'The Story of Johnny Appleseed' and the frenetic 'Pecos Bill'. This exploration of American folklore would reach its zenith with 'The Adventures of Ichabod and Mr Toad'.

Perhaps the most fascinating and incongruous segment though is 'Blame It On The Samba'. Featuring Donald Duck, Joe Carioca and the Aracuan, the sequence feels like a leftover from the Good Neighbor projects, which is exactly what it was. Walt had reached out to organist Ethel Smith, who had a keen interest in Latin American music, to work on a segment for what would have been the third Good Neighbor film, but though that film never eventuated, the idea was recycled for 'Melody Time'. Not only does the sequence stand out with its choice of music, the 1914 polka 'Apanhei-te, Cavaquinho' by Ernesto Nazareth, but its look is much more in line with 'The Three Caballeros', especially the surreal and mad-cap finale.

While 'Melody Time' still suffers from the haphazard structural problems of the other Package Films, it is by far the most interesting and consistent. Each sequence is at worst interesting and at best thrilling, and showcases some wonderful animation. The influence of Mary Blair is felt the strongest, especially with 'Once Upon a Wintertime' and 'The Story of Johnny Appleseed'. The film also feels like a genuine step towards the dominant style of Disney animation of the 1950s that would be defined by films like 'Cinderella' and 'Alice in Wonderland', a simplicity that didn’t negate artistic expression.

Theatrical Poster, 1948 © Disney

By the release of 'Melody Time', critics and audiences had started to tire of Disney’s package format. The film was once again dismissed, though many of the segments were praised individually. The problem was still that there was nothing cohesive about the format, and that made the film ultimately unsatisfying. It was also unexpectedly costly to make, around $2 million, and unlike the other films, didn’t generate a significant profit, something Roy put down to the recent polio scare. Once again, the studio was placed in a dangerous financial position, and once again, more staff were laid off.

'Melody Time' did leave slightly more of a cultural impression than 'Make Mine Music', and as with all the package films, the segments enjoyed success on their own. By 1998, 'Melody Time' was one of the few Disney classics not to be released on home video, but for its release that year, the use of cigarettes in 'Pecos Bill' was removed from the U.S. release, and would remain so until it was restored to its original form for its release on Disney+. Though it is easily available on DVD, 'Melody Time' is one of the last three Disney animated classics (along with 'Make Mine Music' and 'The Black Cauldron') not to have received a Blu-ray release of any kind.

During the early ’40s, artists all over the studio had pitched their own ideas for package films, some of which would have followed the route of the Good Neighbor films and focused on music from other countries, but by 1947, Walt Disney had had enough. These weren’t the films he wanted to make. They lacked ambition or scope, did not advance the artform or suggest the best that the studio could be. His interests were starting to wane, and his eye was turning not just away from animation, but from the studio, becoming lost in his building interest with intricate model trains.

Despite the risk, the return to feature animation was starting to gain steam. It was decided that 'Cinderella' would lead the charge, with the long-gestating and frustrating 'Alice in Wonderland' to follow. In the meantime though, there were still two smaller projects left to finish, the marriage of whom would become the last and greatest of the package films. One film, many years in development, was based on a beloved British children’s story about a motor-car obsessed toad, while the other, more recently begun, was based on a legendary American short story of a bumbling school teacher and a terrifying, bloodthirsty horseman without a head. Before the triumph of 'Cinderella', there was one more leap to make.

The last of the package films, and easily the best - two tremendous literary adaptations with ‘The Adventures of Ichabod and Mr Toad’, paving the way for Disney’s triumphant return to the animated feature film.

Five Card Shuffle by Kevin MacLeod

Lobby Time by Kevin MacLeod

Mister Exposition by Kevin MacLeod

Walking Along by Kevin MacLeod

Comic Plodding by Kevin MacLeod

Off to Osaka by Kevin MacLeod

George Street Shuffle by Kevin MacLeod


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