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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 30: Who Framed Roger Rabbit
Daniel takes a detour from the Disney animated features and is joined by animator Mike Greaney to discuss the wildly ambitious 'Who Framed Roger Rabbit', discussing the groundbreaking use of animation and live-action and the legacy of Richard Williams, the brilliant animator responsible for making it a reality.

Daniel Lammin
Mike Greaney - Director & Animator

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

Show Notes
In 1900, Thomas Edison produced the film ‘The Enchanted Drawing’, the first film to combine rudimentary animation with live-action through early stop-motion techniques.

In 1914, Windsor McKay directed ‘Gertie the Dinosaur’, where a live-action McKay interacted with the beloved animated dinosaur, a storytelling device that inspired the Fleischer Brothers’ ‘Out of the Inkwell’ series four years later.

In 1923, Walt Disney and his brother Roy created the first of their Alice Comedies, ‘Alice’s Wonderland’, featuring a live-action Virginia Davies exploring a fully-animated world with her animated companion, a cat named Julius.

20 years later, in 1944, Ub Iwerks used the combination sequences in ‘The Three Caballeros’ to advance the technology, testing different methods on each sequence to combine live-action and animated elements with greater clarity.

Another twenty years after ‘The Three Caballeros’, the technology made another leap, once again with the help of Ub Iwerks, in the 1964 classic ‘Mary Poppins’, which saw more complex interactivity between live actors and animated characters, setting a bar that would become an industry standard for decades.

By the 1980s though, the techniques of combining live-action and animated elements had become old-fashioned, used more as garnish rather than as an integral part of the storytelling. In the wake of groundbreaking special effects in ‘2001: A Space Odyssey’ (1968), ‘Star Wars’ (1977) and ‘Alien’ (1979), the technology used in ‘Mary Poppins’, with its flat animation and locked-off camera, looked meek by comparison.

In the mid-1980s, roughly twenty years after ‘Mary Poppins’, Disney would once again push the limits of combination technology, shifting it from a twee novelty to a groundbreaking feat of special effects and storytelling. While Disney animation struggled to recover its footing after the failure of ‘The Black Cauldron’, elsewhere in the company a miracle was being concocted, the most ambitious and expensive film they had ever undertaken. Just as ‘Mary Poppins’ had been in 1964, this film would be a statement of intent, proof that the merry-go-round had far from broken down, and giving them a commercial, critical and artistic success beyond their wildest expectations.

Is he always this funny, or only on days when he's wanted for murder?
Dolores, ‘Who Framed Roger Rabbit’ (1988)

Eddie Valiant (Bob Hoskins) is an out-of-luck private detective working in Los Angeles in 1947… except this isn’t the Los Angeles we know. In this version of the city, cartoon characters live side-by-side with people in the real world, and Eddie Valiant hates ‘toons’. He’s hired to take photos of Jessica Rabbit (Kathleen Turner), the wife of toon superstar Roger Rabbit (Charles Fleischer) who might be having an affair with tycoon Marvin Acme (Stubby Kaye). When Acme is found murdered, Roger becomes the prime suspect and goes to Eddie for help. Despite his disdain for the rabbit, Eddie protects him from the mysterious Judge Doom (Christopher Lloyd) and his toon weasel henchmen. Following a series of clues, and with the help of Jessica, as well as Eddie’s old flame Dolores (Joanna Cassidy), they discover that Acme’s will is missing, which includes the deed to Toontown, the city where all the toons live and a property Doom wants to take possession of. Doom eventually captures Eddie, Roger and Jessica and reveals his plan, to wipe out Toontown with a dangerous chemical dip that will kill the toons, but in a final showdown, Eddie thwarts Doom’s plan and saves Toontown, revealing that Doom was a psychotic toon all along and exonerating Roger in the process.

‘Who Framed Roger Rabbit’, the first major film to combine Disney animation with live-action since the 1977 film ‘Pete’s Dragon’, was based on the 1981 mystery novel ‘Who Censored Roger Rabbit?’ by American author Gary K. Wolf. The novel offered the tantalising set-up of a world where cartoon characters existed in the same world as human beings, and followed private eye Eddie Valiant as he investigates the murder of comic strip character Roger Rabbit.

Before the novel was published, the film rights were purchased by Ron Miller, who saw great commercial potential in the premise. In the wake of ‘Star Wars’, Miller was keen for Disney to produce a blockbuster of their own, but had failed to replicate the success of ‘Star Wars’ with their sci-fi epic ‘The Black Hole’ in 1979. The studio did have ‘TRON’ and ‘Something Wicked This Way Comes’ on their schedule, but a film like ‘Roger Rabbit’ engaged with Disney’s animation legacy and was comfortably reminiscent of the greatest hit, ‘Mary Poppins’.

Miller hired screenwriting team Jeffrey Price and Peter S. Seaman to adapt Wolf’s novel without a director attached. The team assumed they would simply be delivering a screenplay, but had to contend with the Disney method of storyboarding first. What was expected of them was to polish up the work done by the story artists, just as screenwriters brought onto Disney animated films had done in the past, but they were convinced that a film this complicated needed the firm grounding of a screenplay first.

In 1982, an emerging director named Robert Zemeckis approached Disney, interested in directing the project. Zemeckis had once been seen as a promising new talent, taken under the wings of acclaimed director Steven Spielberg, but his first two films ‘I Wanna Hold Your Hand’ (1978) and ‘Used Cars’ (1980) had both been commercial and critical failures. There was nothing to suggest that Zemeckis had the skills to realise this ambitious project, and his offer was rejected.

‘Roger Rabbit’ would require both a live-action and an animation director, and while Miller never assigned anyone to the role of director, he assigned Marc Sturdivant as producer. Sturdivant offered the role of animation director to Darrell Van Citters, a CalArts graduate who had worked as an animator on ‘The Fox and the Hound’. Van Citters was a charismatic artist who had started gathering a team of talented colleagues around him. He had recently completed a series of television specials as part of the launch of EPCOT on which he had collaborated with fellow CalArts graduate Michael Giaimo. Towards the end of 1982, Giaimo was asked by Van Citters to work with him on ‘Roger Rabbit’.

“At this point in my career,” remembered Giaimo, “I was known as a designer who loved broad cartoon stylisation… I wasn’t known as someone whose aesthetic was geared towards the more somber aspects of Disney narrative filmmaking and design. That made me and Darrell a perfect match for ‘Roger Rabbit’. With this project we could employ the aesthetic that we loved as young animation talent, with a property that was fresh and interesting. We were both on fire.”

Early ‘Who Framed Roger Rabbit’ concept art © Disney

Van Citters and his team began work on a test reel to prove the concept would work, with ‘Pee-Wee’s Playhouse’ comedian Paul Reubens as the voice of Roger. As well as Giaimo, Van Citters worked with artists Joe Ranft and Chris Buck on the reel, and even roped in fellow animator Mike Gabriel as a live-action stand-in for Eddie Valiant. In April 1983, animation journalist John Culhane hosted an episode of ‘Disney Studio Showcase’ on the Disney Channel, featuring a preview of the test footage and interviews with the key creatives.

At one point during development, acclaimed director Terry Giliam was approached to direct the film, but decided it was too technically challenging. “Pure laziness on my part,” he later said. “I completely regret that decision.” Despite the hard work Van Citters and his team had done on the test reel, the production was put on hold in late 1983. When it would finally be revived in 1985, Walt Disney Productions would be under new management, and the fortunes of ‘Who Framed Roger Rabbit’ would change completely. The team who had developed the project for three years would step aside, and that young emerging director, now far from emerging, would return to take control. As it turned out, he was the only person with the skills, the determination and the lunacy to bring ‘Roger’ to the screen.

Michael Eisner agreed with Ron Miller about the commercial potential of ‘Who Framed Roger Rabbit’. Darrel Van Citters was given the go-ahead to continue development in 1985, still with Jeffrey Price and Peter S. Seaman as screenwriters, now allowed to develop the script before the storyboards. It was clear though to both Eisner and Walt Disney Studios chairman Jeffery Katzenberg that Disney didn’t have the skills or resources to realise a project of this scale. They were going to need partners.

Robert Zemeckis and Steven Spielberg at the 67th Academy Awards, 1995

By 1985, Steven Spielberg had become one of the most powerful figures in Hollywood. He had grown from strength to strength as a director, with critical and commercial blockbusters such as ‘’Jaws’ (1975) ‘Close Encounters of the Third Kind’ (1977) and ‘Raiders of the Lost Ark’ (1981), but in 1982, he had broken box office records with his Oscar-winning masterpiece ‘ET: The Extra-Terrestrial’, a film many regarded as the best of its year. That same year, he had another blockbuster success as producer on Tobe Hooper’s ‘Poltergeist’, and over the next few years, would produce some of Hollywood’s biggest hits.

Among his first producing efforts were Robert Zemeckis’ ‘I Wanna Hold Your Hand’ and ‘Used Cars’. Zemeckis had become a protege of Spielberg after he approached the director and showed him his award-winning student film ‘A Field of Honour’. Spielberg had great faith in Zemeckis, but after his first two films failed at the box office, Spielberg encouraged him to take on a project with more commercial potential. His third film, ‘Romancing the Stone’ (1984), was a big hit and gave Zemeckis the clout to pursue a project he had been developing for many years with co-writer Bob Gale. He approached Spielberg to produce it through his company Amblin Entertainment, and Spielberg agreed.

‘Back to the Future’, released in July 1985, was a gargantuan cultural event and instantly changed Zemeckis’ fortunes. He was now seen as a major Hollywood director, and his collaboration with Amblin a match made in heaven. All eyes were on what Zemeckis and Spielberg, along with Spielberg’s long-time producing partners Kathleen Kennedy and Frank Marshall, would do together next.

A week after starting as Disney animation vice president, Peter Schneider was sent by Katzenberg to a meeting at Universal Studios to speak with Zemeckis, Spielberg, Kennedy and Marshall. Zemeckis was still keen on the idea of ‘Roger Rabbit’ and Spielberg had always been a big fan of animation. Spielberg also had a close relationship with Industrial Light and Magic, the landmark special effects company, and that relationship would be vital for the film to work.

Spielberg had concerns though. He wanted the integration of the live-action and the animation to be seamless and dynamic, with the two elements interacting rather than just co-existing. He also insisted that the film needed a strong screenplay first, and that the use of animation needed to be vital to the story. A budget of US$50 million was proposed by Amblin, but Eisner refused. The final budget was eventually whittled down to US$29.9 million, but this still made ‘Who Framed Roger Rabbit’ the most expensive animated film ever made. As part of the agreement, Spielberg and Zemeckis would retain creative control and a large percentage of the box office, with Zemeckis having final cut. Disney would retain all merchandising rights. Eisner eventually green-lit the project, but not without reservations. He was enthusiastic about Spielberg’s involvement, but warned Katzenberg to keep an eye on the production. The film needed to come in on budget and on time.

While Price and Seaman would remain on the project, producing around 40 drafts of the screenplay, creative differences soon emerged between Zemeckis and Darrell Van Citters, who was still animation director on the project. His original vision of the film was incompatible with what Zemeckis and Spielberg wanted, so Van Citters stepped down from the project, eventually leaving the studio in March 1986. Michael Giaimo left soon afterwards.

The search now began for a new animation director. It was clear that there was no one within Disney up to the task. The department still lacked creative leadership, and most of the artists were too set in the Disney traditions. Zemeckis wanted to move away from the Disney style and closer to the work of pioneering animator Tex Avery, whose work had been more slapstick and anarchic. No one within Disney knew how to work in that style, so they needed to look elsewhere. ILM put out a call for animators who worked in the Avery style, and among the submissions they received was a tape of a beer commercial from the UK very much steeped in that style. Upon further investigation, they realised that the tape hadn’t come from some emerging unknown animator, but one of the greatest animators in the world.

Richard Williams during the making of ‘Who Framed Roger Rabbit’ © Disney

Richard Edmund Williams was born in Toronto, Canada on the 19th of March 1933, the only son of commercial illustrator Kathleen Bell and painter and photographic retoucher Leslie Lane. When Williams was a baby, his father left Kay, and she later married Kenneth Williams, an advertising executive. From a young age, Disney animation made a huge impact on Williams. When he was five, his mother took him to see ‘Snow White and the Seven Dwarfs’, an experience after which his mother said he was never the same. When he was fifteen, he took a bus from Toronto to Hollywood and took the Disney studio tour three days in a row, often breaking away from the tour to find and speak to the animators. After being ejected from the studio multiple times, Kay contacted a friend who worked at Disney and Williams was invited by the animation staff to see them at work. “I always wanted, when I was a kid, to get to Disney,” he later said. “I was a clever little fellow so I took my drawings and I eventually got in. They did a story on me, and I was in there for two days, which you can imagine what it was like for a kid.”

By 1985, Williams had built a reputation as one of the finest independent animators, producing award-winning commercials out of his London studio, Richard Williams Animation. As well as thousands of experimental commercials, Williams had also created incredible animation sequences for feature films, including ‘A Funny Thing Happened on the Way to the Forum’ (1966), ‘The Charge of the Light Brigade’ (1968) and the iconic opening credits for ‘Return of the Pink Panther’ (1975). Williams had also won an Oscar for Best Animated Short Subject in 1971 for his adaptation of ‘A Christmas Carol’. Amongst Williams’ staff were enthusiastic artists in training and some of the true greats of the form, including Looney Tunes pioneer Ken Harris and Disney legend Art Babbit.

As well as his advertising work, Williams was chipping away at his most personal project, a shockingly ambitious animated feature inspired by Middle Eastern legends, ‘The Thief and the Cobbler’. He had begun the project in the 1960s as an adaptation of the stories of Mulla Nasrudin, but after copyright issues emerged, decided to develop his own story. Everyone at the studio was engaged in the project, funded entirely by their advertising work, and in the early 80s, Williams had prepared a staggering test reel to try and get funding for the film. Williams was determined to create the greatest animated film ever made, pushing the form beyond what even Walt Disney had imagined, but despite the impressive quality of the reel, the costly project had failed to attract funding.

The story of the beer commercial leading to Williams’ involvement in ‘Roger Rabbit’ comes from Zemeckis himself, but by all accounts, when he and Spielberg approached Williams, the animator was reluctant about the project. He wasn’t interested in relocating to Los Angeles and thought that combining live-action and animation was often ugly. As it turned out, both Zemeckis and Spielberg agreed with him, and it soon became clear that the three men had similar ambitions for what the film could be. Unlike Van Citters, Williams and Zemeckis agreed on the tone the animation should set, a combination of the technical perfection of Disney, the character styles of the Looney Tunes and the humour of Tex Avery. Williams eventually agreed to take on the film, but on two conditions - that the work would be done in London, and that Disney and Spielberg would promise to fund and distribute ‘The Thief and the Cobbler’.

‘Who Framed Roger Rabbit’ storyboard © Disney

The question now was, how on earth to pull this ambitious project off? While Price and Seaman continued to develop the screenplay, Zemeckis and Williams turned their minds to the problem of elevating the existing methods of combining live-action and animation elements. A meeting was called at ILM with all the relevant heads of department to solve the mounting challenges. Spielberg had asked that the camera not be fixed for the shots involving animation, but Zemeckis had been told by other animators that combining the two elements wasn’t possible if the camera moved. Williams informed Zemeckis that this was far from true, and when Zemeckis asked why they had told him this, Williams replied, “Because they’re lazy”. He told Zemeckis to shoot the film like he would any live-action film, and the animators would work around this. It would be difficult, but it certainly wasn’t impossible.

Williams began work designing the characters, but took his time, the first signs of his considerable perfectionism. He wanted to make it clear that the characters weren’t rotoscoped, so he made sure their designs were too extreme for human anatomy. A good example of this is Jessica Rabbit, whose physicality (a mixture of Rita Hayworth, Lauren Bacall and Veronica Lake) was accentuated with an impossibly tiny waist and tiny nose. For Roger himself, Williams refused to settle on a design until the last minute. The final design took elements from all across the history of American animation - the orange hair of a clown (like the Fleischer’s Koko the Clown), Droopy’s head shape, Bugs Bunny’s cheeks, Porky Pig’s bow-tie, Goofy’s pants and Mickey’s yellow gloved hands. The final colour scheme was chosen to resemble the red, white and blue of the American flag.

In the meantime, Spielberg began a seemingly impossible task of his own. While Roger, Jessica, Baby Herman and many of the other central toon characters would be original, they hoped to populate the rest of the film with characters from across the history of American animation in the first half of the 20th century. The Disney characters were easy, but Spielberg used his significant clout in Hollywood to ask the other rival studios to lend their characters to the film. Among those that agreed were Warner Bros, Fleischer Studios, King Features Syndicate, Felix the Cat Productions, Turner Entertainment and Universal Pictures, but not without conditions. Mickey and Bugs would need to share the screen equally, as would Daffy and Donald. Warner Bros also demanded that the revised Chuck Jones design for Daffy be used rather than the original Bob Clampett design, but while Zemeckis asked the animation staff to do a version of the scene with the Jones design, he intended to use the Clampett design in the final film. Spielberg was able to assemble a staggering collection of animation icons for the film, but some still slipped through his fingers. While the film would feature Betty Boop, Droopy and Porky Pig, there would be no Popeye, Tom and Jerry or Casper the Friendly Ghost.

As the start of production loomed, it seemed that all the pieces were starting to fall into place. The team Zemeckis had assembled was about the best he could hope for, some of the finest film artists in their respective fields. ‘Who Framed Roger Rabbit’ was still a mountain though, and they were going to need every trick in the book (and breaking many along the way) to reach the summit.

Richard Williams insisted on working in London rather than relocating to Los Angeles, partly because he had no desire to move and partly to keep away from the prying eyes of Disney executives. After two weeks shooting exteriors in LA, the production moved to Elstree Studios in London and principal photography began on the 2nd of November 1986. Spielberg had wanted Harrison Ford to play Eddie Valiant, but his fee was too high, and Jack Nicholson, Eddie Murphy, Robin Williams and Robert Redford were also considered for the role. The part eventually went to respected British actor Bob Hoskins, far from the prestige name they had wanted but, as it turned out, an unexpected asset to the film and key to its success.

Charles Fleischer on the set of ‘Who Framed Roger Rabbit’ © Disney

Comedian and actor Charles Fleischer was cast as the voice of Roger, and decided to be present on-set to support Hopkins. Rather than simply standing behind the camera though, Fleischer asked the costume department to make him a full Roger Rabbit costume to help him stay in character. He would never appear on camera in the film, but this unusual decision led to those outside of the production believing that Roger would just be a man in a half-finished rabbit costume.

The interactivity of the cartoons and the real world was the key to making the whole movie work.
Michael Lantieri, special effects supervisor

Zemeckis later described the film as three separate productions - a live-action film noir, an animated film and a special effects film. While Williams had given Zemeckis permission to shoot the film in whatever manner he saw fit, there were still considerations to be made on-set. In order for the integration of the toons into the real world to feel believable, they would need to address the manipulation of space and objects in camera, as well as establishing the correct eyeline for the on-set actors.

Christopher Lloyd with the rubber sculpture of Roger Rabbit © Disney

Each sequence involving animation was often shot at least twice. In the first shot, the actors would be able to respond to an on-set stimulus, often large rubber sculptures of the characters built to scale to help with eye line. This would give both the actors and the animators a point of reference, as well as offering valuable information about how the characters might react to changes in light and texture. On a second pass, the sculptures would be removed and the actors would have to recall where and what the toons were doing and respond as if they were really there.

This may sound like standard practice today, but in 1986 this level of interaction with thin air was unheard of. The film was also almost entirely shot on set without the benefit of blue screen. In order to make this process work, two VistaVision cameras were built for the film with motion control technology, so that camera moves could be replicated perfectly each time. The film was shot by acclaimed cinematographer Dean Cundey, who had worked with Zemeckis on ‘Back to the Future’. Cundey was himself very interested in animation, having amassed a large collection of animation cels, and his understanding of the process allowed him the patience he needed for the film.

For Bob Hoskins, the challenge would be interacting with a co-star who was never actually there. Hoskins had a strong background in vaudeville, and was also given mime training to help him specify his movements. For the filmmakers, much of the success of ‘Who Framed Roger Rabbit’ came down to the strength and commitment of Hopkins’ performance, his attention to detail and his dedication to the concept becoming the vital ingredient in making Roger and the other toons believable.

A puppet gun being used on the set of ‘Who Framed Roger Rabbit’ © Disney

For the objects being manipulated by the toons, a number of puppet and robot rigs were set up, depending on the object. For Baby Herman’s cigar, an elaborate robot arm was built inside the baby carriage to be operated remotely. For the octopus in the Ink & Paint Club, a number of objects were rigged to wires and puppeteered across the bar set. As well as objects, pieces of furniture needed to be manipulated, water and wind effects were often required and, at times, Bob Hoskins would be rigged into a contraption emulating Benny the Taxi or a large animated pigs head. Spielberg also insisted that, when a toon sat on a cushion or a mattress, that the surface would realistically respond to the weight. An endless succession of tricks were employed to make the interactions believable, all of which would need to be painted over or rotoscoped out by the animators in post-production.

New ground was being broken every day on set, but it was hard for anyone to know whether it was really working when many of their lead characters were missing. “We were flying blind,” recalled associate producer Peter Starkey. “There was no way, in real time, to know that the actions you were performing on the set were perfect.”

Shooting on ‘Who Framed Roger Rabbit’ took seven and a half months, before moving back to LA for two more months of shooting, including Bob Hoskins in front of a blue screen for the Toon Town sequence. From almost the moment it started filming, the production began to run overtime and over budget. Eisner expressed concern, but Katzenberg defended the work, and regardless, Spielberg still had creative control. The next step was to have the film fully edited before being handed to Richard Williams. This meant that, even though he had final cut on the film, Zemeckis would have to deliver that cut as quickly as possible. And then the real challenge on ‘Who Framed Roger Rabbit’ would begin.

“It was clear that all the elements to do this trick, this novelty combination, they’re all existing, of how to do backlighting, how to make the arms look round with little mattes. And we just said, ‘Oh gee, we just have to put all the pieces together.’ The problem was not going to be how to do it. The problem is going to be time and money.” - Richard Williams, animation director

Once Robert Zemeckis was able to lock his cut of the film, Industrial Light and Magic produced black-and-white 11” x 14” photostats of every frame and delivered them to Richard Williams’ studio in London. With these frames in hand, the animators could get to work adding the toons to the film. Disney had initially wanted no more than 12 minutes of animation in the film, but when the frames were delivered to Williams, there were now 54 minutes.

‘Who Framed Roger Rabbit’ production cel set-up © Disney

Williams and his team faced an unusual challenge with ‘Roger Rabbit’. These animated characters had traditionally existed within two-dimensional spaces, but now needed to exist and interact within three-dimensional spaces. Redesigning them as entirely three-dimensional though would compromise the integrity of the original design and look strange to the audience. As a compromise, many layers of shadow and shading were added to each character to give them a sense of dimension without fully committing to it. At any given moment in the film, a single character in ‘Roger Rabbit’ includes three additional lighting layers to the animation, adding shadows, highlights and tone mattes. In some cases, one frame could include up to eight separate elements, and over 100,000 individual cels were required across the production for shadows alone. This added an enormous amount of work to the production, but the results were remarkable.

The animators also faced the challenge of Cundey’s dynamic camera moves. At first, they found the task of matching the on-screen action difficult, but soon found it liberating. The actions of the characters had already been decided for them, so they could focus on the characters. It also helped that Williams was fascinated with warping perspective and reality, examples of which you can see in the opening Roger cartoon and with Baby Herman, a character Williams personally animated. “That’s the rule with animation,” he later said, “you have to do what you can’t do with a camera. They knew that in 1905, don’t ever do what a camera will do. So everything in animation should have an element of impossibility, but make it believable.” Where so much of the Disney tradition in the 70s and 80s had been to find simpler and cheaper solutions to the process, the team on ‘Roger Rabbit’ pursued and even manufactured challenges, driven by Williams’ philosophy of pushing animation beyond its limits.

‘Who Framed Roger Rabbit’ production cel set-up © Disney

While the zany manipulation of gravity and space worked wonderfully for most of the toon characters, Zemeckis was concerned about the design and execution of Jessica Rabbit. Realistic human figures had never been a strong suit of animation, and Zemeckis wanted to avoid making Jessica strange or grotesque in her movements. Williams came up with a solution, reversing the rules of motion and gravity as she walked and exaggerating her movements subtlety so that they were just unrealistic enough to be believable.

With the animation unit on ‘Roger Rabbit’ based in London, the team itself involved very few Disney animators. Williams assembled his team from across Europe, mostly young animators still developing their own style, working alongside Williams’ own inhouse team. In 1986, he contacted German animator Hans Bacher about joining the unit, along with one of Bacher’s students, Harald Spiepermann. They began at first designing the weasels (originally intended as an inversion of the Seven Dwarfs), but due to their proficiency with the Avery style and their improvisational approach, Williams sent them to LA to work with Zemeckis on the Toontown sequence.

“Harald and I translated the script in rough thumbnails after the meetings with Zemeckis and the two writers,” Bacher recalled. “Then I planned the best visual rhythm, the editing, while Harald did the characters. I added the backgrounds and effects. It went back and forth. It was a very productive cooperation, and we could draw very fast. I think during that whole time we did several thousand drawings. In the end, the whole storyboard, when we timed it, was about 10 minutes long. Zemeckis cut it down to forty-five seconds.”

Robert Zemeckis (far left), Richard Williams (centre) and members of the animation team during the making of ‘Who Framed Roger Rabbit’ © Disney

For Zemeckis, the animation process was a fascinating learning experience. Even though he had worked with visual effects on ‘Back to the Future’, they hadn’t been to the same extent as this, and animation, especially under the perfectionist eye of Williams, was not a speedy enterprise. “Making animated movies is like watching grass grow,” he later recalled. “You direct in slow motion, and you’re endlessly giving direction to the animators and then you get just a few seconds of the performance every couple of months. And throughout that process, you can’t let yourself lose sight of the original movie you wanted to make.”

Once the elements were completed, they moved to the Ink & Paint department, but this team faced an unusual challenge of their own. In order to be close to Williams’ studio, a temporary Ink & Paint lab was set up in London, but because of their location and the sheer volume of the work on the film, the traditional Xerox process wasn’t feasible. Instead, the team had to resort to using traditional office photocopiers instead. While it kept production moving, the ink would not stick to the cels properly and they would emerge from the photocopiers covered in scratches. The inconsistent lines meant having to resort to inking and painting techniques that hadn’t been used in decades, but thankfully the scratches to the cels disappeared when combined with the live-action elements. Once the process was complete, a sequence would be reviewed through a video test. The Ink & Paint team on ‘Roger Rabbit’ worked seven days a week in order to keep up, with Friday nights set aside as “Pub Night”.

Once the elements were completed, the cels were shipped back to Industrial Light and Magic in California to be printed. Computer Generated Imagery was not yet an industry standard in Hollywood, so visual effects were optically printed. The printers at ILM were the best available, so combining the elements here rather than at Disney ensured a higher quality. During the optical printing process, further textures were added to the animation. To create the effect of shifting focus, layers of diffusion were applied during the printing process, and for the sparkle in Jessica’s dress, light was filtered through a plastic bag that had been scratched with steel wool.

It soon became clear that ‘Roger Rabbit’ was easily going to exceed its US$29.9 million budget. When costs surpassed US$40 million and with the film far from finished, Michael Eisner exploded at Katzenberg. He delivered an ultimatum: Katzenberg had to control and cut costs, or Eisner would either take over or shut the production down. Katzenberg called a meeting in New York, the central point between his offices in LA and the production base in London. All of the lead artists were present, including Zemeckis, Williams, Spielberg, Kennedy and Marshall. Katzenberg delivered Eisner’s ultimatum and made it clear that something needed to be done. Peter Schneider’s suggestion was to fire Richard Williams, whose work flow was not fast enough and whose attitude to Disney had been disagreeable, but Katzenberg disagreed. Instead, Williams’ management duties were shifted to Schneider, who now had the task of getting things moving on the lengthy animation process.

With pressure mounting and time running out, the animation team needed external support to complete their work. As well as a unit set up at Burbank, Disney reached out to former Disney animators Jane and Dale Baer, who had set up their own animation house. They were asked to work on the Toontown sequence, with their team of forty animators working long hours to complete it. Unlike the rest of the film, where animated elements were placed in a live-action setting, this sequence saw the live-action Bob Hoskins interacting with an entirely animated environment. “We were overwhelmed with what we had to do,” recalled Jane Baer, “but we’d come home from a meeting and you couldn’t sleep - you were so inspired and wide awake.”

‘Who Framed Roger Rabbit’ production cel set-up © Disney

The Toontown sequence is an explosion of energy and colour, with characters from across the first fifty years of animation interacting with one another. The most iconic moment in the sequence still feels revelatory today, the only on-screen meeting of the two most iconic figures in American animation - Mickey Mouse and Bugs Bunny. The shot required some negotiation between Disney and Warner Bros. to ensure their beloved characters were treated with equal respect. Warner Bros. insisted that Bugs be featured as prominently as Mickey, so they would need to share the screen together. The skydiving sequence was devised, but Disney then had demands around what Mickey was or wasn’t allowed to do. He couldn’t be seen threatening Eddie in any way, so Bugs would be the one to trick Eddie with the tyre. Legendary voice actor Mel Blanc reprised his iconic vocal performance as Bugs, as well as all the Looney Tunes characters he had played in the original shorts that were featured in the film.

For composer Alan Silvestri, the score posed its own balancing act. Silvestri had composed a rip-roaring score for ‘Back to the Future’, a mix of wonder and mid-century American idealism, but much like Zemeckis, Silvestri needed to balance film noir and animation within his score for ‘Roger Rabbit’. For the cartoon qualities of the score, Silvestri drew from the work of Carl Stalling, the composer who had pitched the Silly Symphony idea to Walt Disney and composed the music for ‘The Skeleton Dance’. After leaving Disney, Stalling composed the music for the Looney Tunes and Merry Melodies series, averaging one full score a week for twenty-two years. It was this work that Silvestri turned to for inspiration. The score for ‘Roger Rabbit’ was recorded in the UK with the London Symphony Orchestra, and to add the noir element, Silvestri added a team of jazz musicians. For “Jessica’s Theme”, the musicians improvised to the on-screen footage.

‘Who Framed Roger Rabbit’ storyboards © Disney

Though Robert Zemeckis had needed to deliver a final cut of the film before work could begin on the animation, there were subtle changes he could still make. The performances from the on-set actors couldn’t be changed, but as the voice actors would be re-recording their lines, adjustments and clarifications could be made to the story. They were limited though in how much they could change, as any adjustment to the animation would involve weeks of work. In the end, with time running out, the planned 54 minutes of animation was cut down to 48 mins, with one scene removed involving Eddie with an animated pigs head.

Despite Zemeckis having final cut, Michael Eisner bombarded the director with notes on the film. During his time at Paramount and ABC, Eisner had been active in the development of creative projects, an attitude he carried over to Disney. Zemeckis mostly ignored Eisner’s notes, and Katzenberg was called in by Eisner and told to pull Zemeckis in line. Exacerbated by the situation, Katzenberg told Eisner he was doing the best he could, and Eisner refused to speak to him for days afterwards. It was only after hearing of Spielberg’s enthusiasm for the film that Eisner softened.

It was hard to judge whether ‘Roger Rabbit’ was working, so a test screening was set up in Pasadena, California. The film was still unfinished, with rough animation mixed in with completed elements. The screening was on a Friday night with a mostly teenage audience, and turned out to be a disaster. As soon as the Roger cartoon opening the film began, the audience began to leave in droves, and the test cards afterwards were less than ideal. Watching the teen audience leave, Katzenberg said he “saw his life flash before his eyes”. There was immediate pressure on Zemeckis to change the film, but instead, he stood his ground. He believed in the film and wasn’t ready to start making drastic changes based on one test screening. As the film neared completion and further screenings were conducted, the responses to the film started to improve.

By the time it was completed, ‘Who Framed Roger Rabbit’ had been in post-production for 14 months. Over seven hundred people all over the world had worked on the film. As well as the original characters, over 140 pre-existing characters populated the film, 81 of which were Disney characters. As it turned out, Spielberg’s original budget estimate had been correct - the final budget for the film, originally set at US$29.9 million, came in at US$50.6 million. Not only was ‘Roger Rabbit’ the most expensive animated film at that point, it was now one of the most expensive movies ever made.

Throughout its production, it was assumed that ‘Who Framed Roger Rabbit’ would be released under the Disney label. After seeing the film before release, Roy Disney became concerned. He took his misgivings to Eisner, suggesting that the film was too adult and risque for the Disney brand. Eisner agreed, and just before publicity on the film kicked off, it was decided to distribute the film through Touchstone Pictures instead. Both Eisner and Katzenberg were happy to oblige; they suspected that, under the Touchstone label, the film might have a broader appeal.

Theatrical Poster, 1988 © Disney

On June 22, 1988, ‘Who Framed Roger Rabbit’ opened in U.S. cinemas, and on its opening weekend made over US$11 million, number one at the box office and the biggest opening ever for a Buena Vista-distributed title. The critical response was rapturous, earning near-universal acclaim. In the ‘Chicago Sun-Times’, Roger Ebert described it as “sheer, enchanted entertainment from the first frame to the last - a joyous, giddy, goofy celebration of the kind of fun you can have with a movie camera”. Janet Maslin in the ‘New York Times’ called it “a film whose best moments are so novel, so deliriously funny and so crazily unexpected that they truly must be seen to be believed.” The praise was across the board, from the performances to the screenplay to the direction, but even those who were mixed on the film agreed that it was a technical triumph.

The film was also an enormous box office success, earning US$156 million at the domestic box office. While Jeffrey Katzenberg's prediction that it would be the biggest box-office hit of the year proved incorrect, he wasn’t far off, ‘Roger Rabbit’ taking second place behind Best Picture winner ‘Rain Main’.

Richard Williams (centre), with Robin Williams (left) and Charles Fleischer (right) at the 61st Academy Awards, 1989 © AMPAS

The technical achievements of the film did not go unnoticed at the 61st Academy Awards. ‘Roger Rabbit’ was nominated for six Oscars, winning for Best Visual Effects, Best Editing and Best Sound Effects Editing. Richard Williams, who had grown increasingly frustrated with the quality of the final film, was awarded two Special Achievement Academy Awards for “animation direction and creation of the cartoon characters”. The film also received nominations for Best Picture (Musical or Comedy) and Best Actor (Musical or Comedy) for Bob Hoskins at the Golden Globes. The success of the film instantly established it as a cultural icon, and Disney wasted no time capitalising on it. As well as several theatrical Roger Rabbit shorts, development began in 1991 for a Toontown attraction at Disneyland. The film is also credited with rekindling public interest in the Golden Age of Animation, conveniently timed with the emergence of many classic Disney titles on home video. In the three decades since its release, rumours have persisted of a sequel, but despite a number of drafts being written, no sequel has eventuated.

For Richard Williams, the success of the film was a double-edged sword. He hadn’t been satisfied with the animation or appreciative of his treatment by Disney, but it had also brought him greater public exposure than ever before. This became vital when, after refusing to take their notes on the film, Disney and Spielberg passed on distributing ‘The Thief and the Cobbler’. Off the success of ‘Roger Rabbit’, Williams was able to secure funding and distribution from Warner Bros. but over the next six years, the production spun out of control and Williams’ masterwork was taken out of his hands, released in a shockingly compromised form by Miramax.

The destruction of ‘The Thief and the Cobbler’ is one of the great tragedies in the history of animation, and was a blow from which the master animator never recovered, but in the aftermath Williams put his knowledge and the knowledge that had been passed down to him into the seminal animation text ‘The Animator’s Survival Kit’, published in 2002. He continued to work, including a period as Artist in Residence at Aardman Animation and earning an Oscar nomination for his short film ‘Prologue’ in 2015, intended as the opening of a feature film based on the classic Greek play ‘Lysistrata’. At the time of his death on the 16th of August 2019, Williams was working on ‘Lysistrata’, and hoping to find some way to restore and salvage his original vision for ‘The Thief and the Cobbler’. He is regarded by many as one of the greatest animators of all time, with ‘Roger Rabbit’ as one of his crowning achievements.

With ‘Roger Rabbit’, the breakthrough in filmmaking was so overwhelming. Don’t forget, it was an interaction of live action and animation unlike anything anyone had ever seen before, and the critical acclaim was incredible. It was all fun.
Arlene Ludwig, publicist

It’s very easy to only remember ‘Who Framed Roger Rabbit’ for its incredible technical magic, but Spielberg was right to insist that the novelty serve a purpose. ‘Roger Rabbit’ is one of the most entertaining Hollywood films of the past fifty years, a giddying blend of humour, mystery and anarchy. The central relationship between Eddie and Roger is deliciously mismatched, making them a perfect pairing - two schlubs out on their luck, looking for some sense of purpose and belonging. There’s also something undeniably powerful about how it brings together so many characters, techniques and ideas from the heart of American animation, beloved characters who mean so much to us, all on-screen at once. That’s one of the quieter miracles of the film, something that would never be possible again. In that sense, ‘Who Framed Roger Rabbit’ feels like both a turning point and a culmination in the history of animation, a line that runs all the way back to Edison and ‘The Enchanted Drawing’, through the pioneering work of Walt Disney, Ub Iwerks, the Fleischer Brothers, Tex Avery, Chuck Jones, the Nine Old Men and all the other great artists who shaped the medium, through the technical achievements of ‘The Three Caballeros’ and ‘Mary Poppins’, coming together in this point of reflection under the hand of Richard Williams. Watching ‘Who Framed Roger Rabbit’ is watching an ecstatic, joyous celebration of the art of animation.

‘Who Framed Roger Rabbit’ concept art by Ron Dias © Disney

Though ‘Who Framed Roger Rabbit’ had not been a Walt Disney Animation Studios production, the film would leave its mark on the department. Many of the artists who worked on the film would migrate to Disney, either to the Glendale facility in Burbank or to the small animation department Disney would establish in London. Though the next animated feature was released only months after ‘Roger Rabbit’, they would become integral to the films to come and instrumental in shifting the artistic, critical, cultural and financial fortunes of Disney animation.

While ‘Roger Rabbit’ was in production, Walt Disney Animation Studios worked on their follow-up to ‘The Great Mouse Detective’. Now that Jeffrey Katzenberg had a better understanding of the animation process, he wanted to combine the form with what he saw as the ingredients for Hollywood box-office success, and an intriguing pitch from artist Pete Young looked like the perfect testing ground. For the first time, a Disney animated film was being conceived as a product to sell, marketability taking precedence over artistry.

A revolution was on its way, a period of prosperity and power Disney animation had never dreamed of, but there was still one more film before the revolution could begin. These artists, once young and enthusiastic, had become battle-hardy and determined, and much like the protagonist of their next film, open to some final lessons. They were headed to a city where the streets are paved with gold, where a smooth-talking dog can throw all his worries away, and where a lost little kitten can find a home, a purpose and some much-needed company.

The 1989 U.S. VHS release, the 1999 U.S. DVD release, the 2003 U.S. “Vista Series” 2-disc DVD release, the 2013 25th anniversary U.S. Blu-ray release and the 2021 U.S. 4K UHD release.

  • ‘Who Framed Roger Rabbit’ made its home video debut on VHS and Laserdisc in October 1989. The Laserdisc edition sold out almost immediately when it was revealed that the animators had included a brief moment of nudity involving Jessica Rabbit, a shot that was only visible with Laserdisc technology that allowed you to move through a film frame-by-frame. The Laserdisc was quickly re-released in 1990 with the shot censored.
  • The film made its DVD debut in September 1999 in a bare-bones release.
  • In March 2003, the film was once again released on DVD in a lavish two-disc special edition as part of the Vista Series. The film was presented in “Family Friendly” 1.33:1 aspect ratio on the first disc, and “Enthusiast” 1.85:1 aspect ratio on the second, along with a commentary, deleted scenes, making-of material and the Roger Rabbit shorts.
  • In March 2013, to celebrate the film’s 25th anniversary, ‘Roger Rabbit’ made its Blu-ray debut in a new frame-by-frame digital restoration and with most of the extras from the Vista Series release included.
  • In December 2021, a new 4K UHD edition of the film was released.
  • The film is available on Disney+ in 4K.

The Bronze Age of Disney Animation comes to an end with a whimper on the streets of New York City with ‘Oliver and Company.’

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