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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 22: The Aristocats
The Bronze Age begins! Daniel is joined by Joanne Amos, vet nurse and director of Maneki Neko Cat Rescue, to look at the Parisian female adventure 'The Aristocats' and how the film reflects the behaviours and attitudes of cats with their owners and with one another.

Daniel Lammin
Jo Amos - Veterinary Nurse and Director, Maneki Neko Cat Rescue

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

Show Notes
On the 16th of December 1966 - the day after the death of Walt Disney - his brother and president of Walt Disney Productions, Roy Disney, issued a statement. Written by Marty Sklar, the statement acknowledged the enormous loss of Walt, both to the Disney family and those who worked with him, and assured the staff at Disney that the future of the company was in safe hands. “As President and Chairman of the Board of Walt Disney Productions,” the statement read, “I want to assure the public, our stockholders and each of our more than 4000 employees that we will continue to operate Walt Disney’s company in the way he has established and guided it.”

In truth, Roy wasn’t entirely sure how. Walt had been such an indelible force in the company, not just in his leadership but in his inventiveness and imagination. Many of his schemes, such as the yet-to-be-completed Disney World in Florida and the accompanying futuristic city of EPCOT, were astonishingly ambitious. Feature animation, the foundation on which the company had been built after the phenomenal success of 'Snow White and the Seven Dwarfs' in 1937, and their bustling slate of live-action films, had benefited from his innate understanding of storytelling, even when he expressed ambivalence towards them. Without Walt, Roy was unsure whether these intricate and costly departments could still function.

Roy had initially decided to close the feature animation department, confident that the nineteen films they had in their catalogue would bring in enough revenue through revival screenings. The enormous critical and commercial success of 'The Jungle Book' though was perhaps enough to convince him that there was still a future in feature animation. The task of leading the department had fallen to animation director Wolfgang Reitherman, a member of Walt’s Nine Old Men who had directed the last two films and won the trust and respect of the animation staff. In the aftermath of Walt’s death and the success of 'The Jungle Book', Reitherman rallied the team together to get a new feature film started. The problem was, Walt had only left one project in development before his death, and one that still needed a significant amount of work - the story of a family of cats living in Paris and their journey back to home and safety.

Humans don't really worry too much about their pets.
O’Malley, 'The Aristocats' (1970)

In Paris in 1910, a cat named Duchess (Eva Gabor) and her three kittens Marie (Liz English), Berlioz (Dean Clark) and Toulouse (Gary Dubin) live a life of luxury with their affluent owner, Madame Adelaide Bonfamille (Hermione Baddeley). When Madame decides to leave her estate to Duchess and the kittens rather than her devoted manservant Edgar (Roddy Maude-Roxby), the disgruntled butler decides to get rid of the cats, drugging them and leaving them in the French countryside. Determined to get home, Duchess and the kittens cross paths with a rogue tabby cat Abraham de Lacy Giuseppe Casey Thomas O'Malley (Phil Harris), who agrees to help them get back to Paris. After a series of adventures, during which Duchess and O’Malley grow affectionate towards each other, they finally return home, only to be once again kidnapped by Edgar. With the help of intrepid mouse Roquefort (Sterling Holloway) and a team of alley cats, O’Malley rescues the family and sends Edgar in a trunk off to Timbuktu. Madame, relieved to have the cats home, allows O’Malley to live with them, and he and Duchess settle down with the three kittens to form a new family together.

The 20th Disney animated feature film, 'The Aristocats', was only the second to be developed from an original idea. Since its launch in 1954, the Disneyland television series had evolved past its purpose as a promotional tool for the theme park, being renamed Walt Disney Presents in 1958 and Walt Disney’s Wonderful World of Colour in 1961, still hosted by Walt himself. On the 9th of December 1961, Walt asked director Tom McGowan and producer Harry Tytle to look into animal stories they could adapt as a two-part live-action special for the television series. By January the following year, McGowan had collected a number of possible contenders, but the one that he was drawn to the most was a story about a mother cat and her kittens living in New York. Working with Tytle, McGowan came up with a rough outline, but Tytle suggested they follow 'One Hundred and One Dalmatians' and set the story in an international location. They decided on Paris, and came up with a story where a disgruntled butler and maid, frustrated that the mistress of the house plans to leave her money to her cats, decide to get rid of them.

The treatment focused more on the humans than the cats themselves, with Boris Karloff and Francoise Rosay considered to play the central pair. The cat subplot would involve the mother cat trying to find new homes for each of their kittens. Writer Tom Rowe was brought onto the project and a first draft of the script was completed by August 1962, but while it was initially rejected by a Disney executive, Walt gave the project his blessing after Tytle delivered the script to him personally in London. Walt felt that significant cuts needed to be made in order to make it work, which Rowe initially pushed back against, but Tytle insisted that Rowe make the changes Walt asked for. In fact, Walt was so charmed by the idea that he felt it might warrant development as a live-action feature film. When development on the project ground to a halt the following year, Tytle suggested to Walt that the story may be better suited to animation than live-action.

'The Aristocats' concept art by Ralph Hulett © Disney

'The Aristocats' was soon slated to follow 'The Jungle Book' as Disney’s next animated feature, but with everyone firmly focused on the Rudyard Kipling adaptation, the film was placed to one side. By the time the studio turned its attention once again to 'The Aristocats', they were faced with a significant challenge. They knew that Walt had intended this project as their next film, but he had never had the chance to apply his trademark level of scrutiny to it before he died. The animation staff at Walt Disney Productions now faced their first great challenge in the wake of Walt’s death - creating a Disney animated feature without him, with only a sketch of a map to lead the way.

In the aftermath of Walt’s death, the task fell to Roy to guide the company towards whatever future lay ahead. Walt had stepped down as President in 1945, and as Chairman of the Board in 1960, in order to focus on the creative side of the company. In both cases, Roy had taken up Walt’s role, and by 1966, he held the position of President, Chief Operating Officer and Chairman of the Board at Walt Disney Productions. Roy had always been the more business-minded of the brothers, but with Walt gone, Roy now faced the responsibility of guiding the creative aspects of the company as well.

Roy’s personal priority was to see Walt’s plan for the Florida project completed, which he renamed Walt Disney World in honour of his brother. To assist him with film production, a committee was set up which included writer and producer Winston Hibler, director James Algar, writer Bill Walsh and other members of the various film and television divisions. The aim of the committee was to provide guidance and support for Roy in handling film production going forward without Walt’s supervision.

Ron Miller, Diane Disney Miller and Walt Disney at Ron and Diane’s wedding, May 9, 1954 © Associated Press

Another member of this committee was Walt’s son-in-law Ron Miller. Ron was a native of Los Angeles, and had distinguished himself at the University of Southern California as a skilled footballer. It was here that Miller met Diane Disney, Walt’s eldest daughter, on a blind date after a football game. They married in 1954, and after serving in the Army, Miller began a career as a professional footballer until he was knocked unconscious during a game. At the end of that season, Walt approached Miller, telling him he was going to get himself killed playing football, and that he should come and work for him. Miller agreed, and joined Walt Disney Productions as a second assistant in 1957. By the early 1960s, Miller became a co-producer on a number of the live-action films, as well as directing some of the introductions to the weekly television show, and during the committee meeting after Walt’s death, was named Executive Producer in charge of all film and television productions.

Significant restructuring also happened within the animation department. Wolfgang Reitherman was determined to honour his promise to Walt to lead the department in his absence, and of the senior staff, he seemed the best suited to the leadership position. “When Walt died,” remembered Ollie Johnston, “we got together and voted to leave things as they [were]... and we’ll make the decisions as best we can. Wollie said, “Golly, guys, I don’t know whether I can do it.” We said, “We’ll help you.” He said, 'We’re going to be leaning against each other to stand up. Any one of us by ourselves would fall down. Let’s try and see if it works.'”

It was decided that the best way forward was to establish a centralised team, a majority of whom were working effectively on the still-to-be-completed The Jungle Book. Reitherman would be director and producer, with Ken Anderson, Larry Clemons and Mel Shaw in charge of story and character; Don Griffiths in charge of layout; and Frank Thomas, Ollie Johnston, Milt Kahl, Leric Larson and John Lounsbery in charge of animation. “Fortunately, the real giants of animation were willing to pull together,” remembered Reitherman. “You had to respect and listen to everyone because they were equals, and try and make decisions when they occurred without getting all involved. You can spend more time and more money vacillating than if you decide on one thing and do it as well as you can. And I think that approach was very, very fruitful.”

'The Aristocats' concept art by Ken Anderson © Disney

Their first task was to assess the work done so far on 'The Aristocats'. Reitherman had been made aware of the project after Harry Tytle had suggested to Walt that it might work as an animated film, and Reitherman had expressed enthusiasm for it as a follow-up to 'The Jungle Book'. In 1966, Walt tasked Ken Anderson and writer Otto Englander with working out whether 'The Aristocats' would be feasible as an animated film. Looking over the treatment by McGowan and Rowe, they decided to simplify the two storylines and shift the focus from the human characters to the cats. In the meantime, Walt brought on the Sherman Brothers to compose songs for the film. With the focus on the challenges posed by 'The Jungle Book', work on 'The Aristocats' progressed slowly, with Walt approving of the work being done by Anderson and Englander. By this point, Harry Tytle had moved on from the project, his focus on live-action projects rather than animation.

This was the state of affairs when Reitherman called the first story meeting for the film on the 28th of December 1966, a few weeks after Walt’s death. In attendance at this meeting were Reitherman, Ken Anderson, story artists Don DaGradi and Vance Gerry, writer Larry Clemmons, animator Dick Lucas and executives Bill Anderson, Winston Hibler and Bill Walsh. It was decided that the story was too long and too complicated, and would need to be simplified before production could begin.

As work on 'The Jungle Book' began to wind down, the same team transitioned to 'The Aristocats', including writer Larry Clemmons, composer George Bruns and actors Phil Harris and Sterling Holloway, and in an effort to avoid the confusion they had experienced on the previous film, 'The Aristocats' would be meticulously planned in pre-production to save on time and resources. “[On] 'The Aristocats'”, remembered Ollie Johnston, “none of us had been in any meetings with Walt. Ken Anderson had been in one, and had made several drawings. But the rest of us didn’t know what Walt had seen in the picture or what he wanted, and yet it was designated as the next picture.”

On the 10th of April 1967, a new draft of the script for 'The Aristocats' was delivered, refashioned and simplified by Clemmons from the original treatment. The character of the maid was removed, and the focus shifted to the mother cat, now named Duchess, and her three kittens, now on a journey home rather than to find new homes for each of them. Ken Anderson had done preliminary work on the project under Walt’s guidance, and now began to lead the look of the environments and characters. As he had with previous films, Anderson went as far as to animate a test sequence for the film, here involving Edgar getting caught in a wheelchair and falling into the Seine, as a way of testing out the look, feel and rhythm of the film. In all, Anderson would spend eighteen months developing the film. “In order to translate the story to film,” he later recalled, “I had to study Parisian architecture and style. I did a lot of research and went to the library and had stuff brought in... I thought Paris was a rich feeling, and so I tried everything I could to make it appear to be that, including the characters [who] were very Frenchy.”

'The Aristocats' concept art © Disney

The three kittens were given distinct personalities, associated with the famous French figures after which they were named - Marie was the most fashionable, named after French monarch Marie Antionette; Berlioz, the more musically inclined, was named after French Romantic composer Hector Berlioz; and Toulouse, the artist of the trio, was named after legendary French artist Henri de Toulouse-Lautrec. As well as his studies of real kittens and these historical personality traits, Ollie Johnston imbued them with the temperaments of young children. All of this work would be cemented in perhaps the finest scene in the film, the music lesson where they sing the Shermans’ song 'Scales and Arpeggios', each kitten given the chance to shine with their particular talents.

Johnston also studied real geese for the scene-stealing Gaggle sisters Abigail and Amelia. He visited a farm owned by a friend and observed geese in action, in particular, two who stayed close together and were highly suspicious of his presence. From these observations, the wonderfully haughty personalities of the sisters began to develop, another highlight of the film.

'The Aristocats' character sketches by Ollie Johnston © Disney

For the animators and story artists, the secondary characters offered a solution to the flimsy narrative, holding the episodic sections together and, in the case of the farm dogs Lafayette and Napoleon, additional possibilities for action and comedy. Their first scene was so successful that additional scenes featuring the pair were added. As Johnston and Frank Thomas later observed, “Often we found that some clumsy story point could be told in a fresh and interesting way simply by telling it through this new personality.”

The responsibility of the human characters fell to Milt Kahl, who imbued them with his free-wheeling, energetic style. Rather than using live-action reference, he chose to animate Madame, Edgar and lawyer Georges Hautecourt without using reference footage, arguing that a top animator should know how humans and animals moved based on their previous work and training. Even so, ink and paint artist Grace Godino was asked to provide reference footage for Madame dancing with Georges, under Reitherman’s direction. “They took the dance sequence with me dancing... in Victorian clothes”, she later recalled. “And they brought in a real cat and then the cat wouldn’t stay still long enough. So he got an artificial cat for me to pet and they got such a kick out of it!”

'The Aristocats' concept art © Disney

By the time the film entered production, the Sherman Brothers had composed a suite of songs, including the French-infused title song. Producer Bill Anderson suggested the song might be a good fit for recently-retired French singer Maurice Chevalier, prompting Richard Sherman to record a demo imitating Chevalier’s style. The beloved singer was charmed by the song and, out of “respect for Walt Disney”, agreed to record it for the film. The Shermans were also courting Louis Armstrong for the song 'Le Jazz Hot', which would have been sung by Satchmo Cat, named after Armstrong, and the other alley cats. Armstrong was enthusiastic about the idea, but ill health ultimately forced him to decline.

This song and many others were composed by the Shermans for the film, but to their surprise, all but the title song and 'Scales and Arpeggios' were replaced. 'Le Jazz Hot' was substituted for 'Ev’rybody Wants To Be a Cat' by Floyd Huddleston and Al Rinkler, now performed by Scatman Crothers, and their introductory song for O’Malley, 'My Way’s The Highway', was replaced with 'Thomas O’Malley Cat' by Terry Gilkyson. This may have been due to the success of 'The Jungle Book', the jazz-infused score favoured over the music-hall quality of the Shermans’ songs, and certainly 'Thomas O’Malley Cat' seems like an opportunity to reunite Gilkyson and Phil Harris after their enormous success with 'The Bare Necessities'.

Whatever the reason, this experience further exacerbated the relationship between the Sherman Brothers and Walt Disney Productions. In the wake of Walt’s death, the attitude towards the two songwriters at the studio had started to turn hostile, and they were disappointed with changes in the culture at the Burbank lot. With their work on 'The Aristocats' and the live-action musical Bedknobs and Broomsticks completed, Richard and Robert Sherman left Walt Disney Productions to work on Albert R. Broccoli’s lavish musical 'Chitty Chitty, Bang Bang'. It would be many decades before they would return.

In the aftermath of Walt’s death, the animation department faced a greater challenge than realising 'The Aristocats'. There had been constant pressure from both Roy and the board of directors to close the department, especially in the wake of Sleeping Beauty, but Walt had resisted. Instead, he routinely downsized staff sizes and budgets, forcing the artists to find creative and cost-effective ways to make feature films. With Walt gone though, that line of defence was also gone, and Wolfgang Reitherman needed to find ways to justify their existence.

An issue that weighed on Reitherman’s mind was that Walt’s Nine Old Men, the core group of artists who maintained animation at Disney, were starting to live up to that title. Many of them had joined the studio as young men in the 1930’s, but they had now been there for nearly forty years. Reitherman decided that they needed a new generation of animators to train and prepare for the eventual retirement of him and his colleagues.

On the 9th of September 1970, while 'The Aristocats' was in production, Reitherman began drafting 'Ideas and Thoughts Concerning the Future of Animation in the Disney Tradition', a document he intended to pass on to Disney executives. In it, he outlined a plan to find and train new animators by establishing an internal training program. “We need to set our goals on what we can pass on to the younger generation,” he wrote, “without trying to squeeze them into our mold… maybe with less emphasis on our expensive and extremely well-analyzed animation. By de-emphasising this kind of animation somewhat and fortifying the new approach with stronger personality, showmanship and story, perhaps there is a way to go which we have always thought was impossible. I know that Walt was looking for something like this - an easier way.”

Reitherman’s language in the document is careful and clever, acknowledging the excesses of the past and a determination for new methods in the future as a way of justifying this search for new talent. On the 23rd of October, he submitted the final version, sending the document to executive vice president Card Walker and producers Bill Anderson and Ron Miller. They immediately approved his suggestions, and within days, plans for a training program began falling into place.

Ken Anderson began by launching a training program within the story department, recruiting promising artists Bob Foster, Alla Gonzales and Pete Young. He gave them the task of storyboarding the Don Tracy short story The Pelican That Hated to Dive. The task of training the next generation of animators fell to Eric Larson, who was busy working on the character of Roquefort in 'The Aristocats'. The film would be the last on which he would work as an animator, later devoting his energies almost entirely to the new training program.

After four years in production and at a cost of $4 million, 'The Aristocats' opened on the 11th of December 1970. The critical response was warm, albeit not as rapturous as that for 'The Jungle Book'. In the Chicago Sun-Times, Roger Ebert wrote that the film was “light and pleasant and funny, the characterization is strong, and the voices of Phil Harris (O'Malley the Alley Cat) and Eva Gabor (Duchess, the mother cat) are charming in their absolute rightness.” Charles Chamblin, reviewing for the Los Angeles Times, praised it’s “gentle good-natured charm which will delight the small-fry and their elders alike,” though also noted that it “lacks a certain kind of vigor, boldness and dash, a kind of a hard-focused emphasis which you would say was a Disney trademark.”

Theatrical Poster, 1970 © Disney

More importantly, the film made $10.1 million at the domestic box office, assuring the Disney board that feature animation was still a profitable venture. Overseas, 'The Aristocats' was the most popular “general release” film in Britain and was enormously popular in France, where it still ranks as the 18th most popular film of all time in terms of admissions.

Though 'The Aristocats' has become a perennial favourite, it has garnered criticism in the decades since its release. On re-release, critics commented on its derivative plot ideas and episodic structure. “[T]he worst that one could say of 'The Aristocats',” wrote Leonard Maltin, “is that it is unmemorable. It's smoothly executed, of course, and enjoyable, but neither its superficial story nor its characters have any resonance.” More recently, there have been concerns over the garish and uncomfortable Asian stereotypes used in 'Ev’rybody Want to Be a Cat', in many ways some of the laziest racial stereotyping in a Disney film from that period. The film now carries a warning on Disney+ for culturally insensitive content.

After the remarkable run of classic films through the ’50s and ’60s, 'The Aristocats' feels insubstantial and uninspired by comparison. There are certainly moments of greatness - the music lesson, the action sequence with Edgar, Napoleon and Lafayette around the haystack and the gloriously funny geese Abigail and Amelia, to name a few - but ultimately the film leaves very little of an impression. There’s also a sense of trying too hard to repeat the success of 'The Jungle Book', with a similar structure, tone and sound, but without the emotional weight and strong thematic arc that held that film together. In many ways, 'The Aristocats' feels like a stepping stone, a link between the Walt era of Disney animation and the post-Walt era. It suffers ultimately without his guidance, but perhaps more so from an attempt to imagine what guidance he would have offered. Reitherman and his team had tried to imitate what Walt would have wanted, but in the end, were only able to offer a shadow of what that might have been.

'The Aristocats' concept art © Disney

In 1968, Roy Disney stepped down as President of Walt Disney Productions, while remaining Chairman of the Board and Chief Operating Officer. Donn Tatum was named President, with Card Walker appointed in the new role as Executive Vice-President. Roy had intended to retire, but postponed these plans to ensure that work on Walt Disney World was completed. On the 1st of October 1971, the new park officially opened to the public, and a few months later on the 20th of December - almost exactly five years after Walt - Roy O. Disney passed away after suffering from a stroke. Roy had never positioned himself as a public face of the company he built with Walt, allowing his more gregarious younger brother to do so, but his level-headedness and keen mind for business had helped keep the company afloat through its many tumultuous decades. Walt Disney Productions may have been a monument to Walt Disney’s imagination, but it was also a monument to Roy Disney’s patience, intelligence and tremendous faith. The legacy of the Disney family now fell on the shoulders of Walt’s widow Lillian and his daughters Diane and Sharon, and Roy’s widow Edith and his son Roy Edward, who had joined the studio as an assistant director in 1951.

Though 'The Aristocats' was not as great an artistic success as 'The Jungle Book', its financial success had guaranteed the place of feature animation at Disney. The new Talent Development Program had also gotten off to a terrific start, bringing in new talent from both within and outside of the studio. Among them were two young animators who would, in the years to come, dramatically shift the story of Disney animation - Gary Goldman and Don Bluth.

These new recruits would need something on which to cut their teeth, but Walt had left no other projects in development for animation apart from 'The Aristocats'. Their next project would be the first the artists at Disney would develop entirely on their own. Ken Anderson was still intrigued by the idea of a society run by animals, the kind he had been conceiving with 'Chanticleer'. Rather than resurrecting that troubled project though, he looked to other classic stories that might work better. The first animated film fully developed after the death of Walt Disney would be a surprising departure for Disney animation in many ways, a melting pot for new ideas, new voices and an entirely new tone. They were headed to Sherwood Forest, and the classic story of a beloved folk hero, stealing from the rich to give to the poor, and a collision of the traditions of Disney animation, the emerging voice of independent American cinema and the growing political turmoil threatening to tear the country apart.

O0-de-lally, o0-de-lally, golly, what a day.


The 1996 U.S. VHS release, the 2000 US Gold Collection DVD release, the 2008 U.S. special edition DVD release and the 2012 U.S. Blu-ray.

While the film was released on VHS in Europe in 1990 and in the UK in 1995, 'The Aristocats' did not appear on VHS in the U.S. until 1996, where it debuted as part of the Masterpiece Collection. The film made its debut on DVD as part of the Gold Classic Collection in April 2000, with a 1.33:1 transfer and no special features. After the Gold Classics Collection was discontinued, 'The Aristocats' returned to DVD in a special edition release in February 2008. 'The Aristocats' was released on Blu-ray with a new digital restoration and a small selection of special features in August 2012. The film is available on Disney+ with a warning highlighting culturally insensitive material.

We join an intrepid fox and his band of followers through Sherwood Forest in one of the most quietly radical films in the Disney canon, ‘Robin Hood’.
  • Wikipedia on 'The Aristocats', Roy O. Disney, Ron Miller and the Walt Disney Company.
  • The Aristocats, Blu-ray, 2014
  • The Disney Studio Story, Richard Hollis and Brian Sibley, 1988
  • The Aristocats: The Legacy Collection, soundtrack release notes, Greg Ehrbar, Russell Schroeder and Randy Thornton, Walt Disney Records, 2015
  • They Drew As They Pleased: Volume V - The Hidden Art of Disney’s Early Renaissance (The 1970’s and 1980’s), Didier Ghez, 2019
  • Ink & Paint: The Women of Walt Disney’s Animation, Mindy Johnson, 2017
  • Disney Animation: The Illusion of Life (Popular Edition), Frank Thomas and Ollie Johnston, 1984
  • The Nine Old Men: Lessons, Techniques, and Inspiration from Disney’s Greatest Animators, Andreas Deja, 2015
  • The Art of Walt Disney: from Mickey Mouse to the Magic Kingdoms, Christopher Finch, 1973 and 1995 editions
  • The Boys: The Sherman Brothers’ Story, dir. Gregory V. Sherman and Jeff Sherman, 2009

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