Mickey Mouse needed a reboot, and Walt Disney had an intriguing idea. Rather than coming up with another slapstick scenario, they would marry the international icon with the high art of classical music. It would involve the most famous conductor in the world, and utilise technology that had hardly been invented yet. The short would go wildly over-budget and could never make its money back at the box office. An idea though had been planted between the studio head and the conductor, to take this idea of a marriage of music and animation, and expand it into something else, something new, something wildly ambitious. The result would be one of the most acclaimed, most controversial and groundbreaking animated films ever made, one that would transform not just animation, but cinema itself.

In a profession that has been an unending voyage in the realms of colour, sound and motion, 'Fantasia' represents our most exciting adventure. At last, we have found a way to use in our medium the great music of all times and the flood of new ideas which it inspires. Perhaps Bach and Beethoven are strange bedfellows for Mickey Mouse, but it’s all been a lot of fun, and I want to thank Leopold Stokowski, Deems Taylor and all my co-workers for holding my head up when the water got too deep.

It was a film unlike any other. In fact, it’s hard to know whether to call it a "film" at all. Comprising eight sequences, none of which narratively connect, some without narrative or characters at all, it may be better described as a visual concert, a collision between the art of animation and the traditions of classical music. If such a film were attempted now, it would be ambitious at the very least. That, not only was attempted in the late ’30s, but that it was also the third animated feature film ever made is almost insane.

Mickey Mouse: “My congratulations, sir!”
Leopold Stokowski: “Congratulations to you, Mickey!”

In 1938, Disney ran into world-famous conductor Leopold Stokowski in a restaurant, and being a fan of the conductor, introduced himself. He told Stokowski about a new Mickey Mouse short in development, set to composer Paul Dukas’ 'The Sorcerer’s Apprentice', and asked if Stokowski would conduct the music. During the making of the short, Disney and Stokowski conceived of something much grander, a "concert feature" where each classical piece was accompanied by an animated response. This concept had been the basis for the Silly Symphony series, albeit with popular-style music, but this would be the ultimate culmination of that, an intersection between popular and high art.

Story directors Dick Huemer and Joe Grant were tasked with composing a preliminary list of potential pieces, ones that might lend themselves to animation. Hundreds of compositions were considered, with Disney, Stokowski and music commentator Deems Taylor debating and considering all of Huemer and Grant’s suggestions. They covered the full history of classical music, from the most popular and romantic to the most modern and radical, “the great music of all times,” as Disney put it.

On the 29th of September 1938, around sixty of the Disney artists came together for a two-hour piano concert, where Disney spoke about the pieces and their possible use, and showing a rough version of 'The Sorcerer’s Apprentice'. His enthusiasm for the project was palpable, providing a distraction from the troubles on 'Pinocchio'. The next morning, nine pieces were chosen for the film, though one would eventually change and another be removed altogether.

The film would take three years to complete, involving over a thousand artists and technicians, realising over 500 characters. Every choice needed to be approved by Huemer and Grant before proceeding to Disney’s final approval. Stokowski oversaw the arranging, conducting and recording of the music, culminating in a seven-week recording in April 1939 with the Philadelphia Orchestra at the Philadelphia Academy of Music that utilised groundbreaking recording technology. In every respect and every single department, the resources of Walt Disney Productions were put to the ultimate artistic and technical test, all while also completing the mammoth production on 'Pinocchio' and trying to crack the riddle of 'Bambi'.

One of the themes in the film is order and harmony being brought out of chaos, and various characters appear, such as the Sorcerer, the gods of Mount Olympus and Chernabog, the demon on Bald Mountain, who control the elements, rather as a conductor controls the various sections of the orchestra.”

For most of its production, it was simply known as 'The Concert Feature'. Only much later and after a studio-wide survey did they come up with the perfect title, a musical term referring to music with a free form and often improvisational style: 'Fantasia'.

We keep moving forward, opening up new doors, doing new things, because we’re curious. When you’re curious, you find lots of interesting things to do, and one thing it takes to accomplish something is courage.

The film begins, with no title or credits, but with curtains opening, revealing an almost art-deco stage. We see the shadows of orchestra members entering, taking their seats, tuning their instruments. Once everyone is settled, Deems Taylor, dressed in a tuxedo, steps into place and begins, as he puts it, “this 'Fantasia' programme”.

Now, there are three kinds of music in this 'Fantasia' programme. First, there’s the kind that tells a definite story. Then there’s the kind that, while it has no specific plot, does paint a series of, more or less, definite pictures. Then there’s a third kind, music that exists simply for its own sake.

Joseph Deems Taylor was a renowned music critic and composer, familiar to Americans through his intermission commentary for the New York Philharmonic. It was thought that Taylor’s presence would help guide the audience through the film and provide similar context to what would be offered at a live concert. There were concerns that his commentary could come across as stuffy and off-putting, so moments of levity and humour with the players were orchestrated, many of whom were played on screen, not by players from the orchestra itself, but by members of the Disney staff.

The Taylor introductions, realised with dramatic shadows and striking blocks of colour, were shot in three-strip Technicolor by cinematographer James Wong Howe, who would go on to shoot 'Yankee Doodle Dandy' (1942), 'Sweet Smell of Success' (1957) and win Oscars for 'The Rose Tattoo' (1956) and 'Hud' (1964).

As Taylor finishes his introduction to the first piece, maestro and conductor Leopold Stokowski steps up to the podium. One of the pre-eminent conductors of his day, Stokowski was known for his theatrical flair, both in his conducting and habit of modifying the orchestrations of the works he conducted, and in how he presented himself. At the time of 'Fantasia', he was the director of the Philadelphia Orchestra and well-known to music-loving audiences. Captured entirely in silhouette, Stokowski raises his hands, no baton, a signature move of his, and with a blast of strings, the concert begins.

There are things in that music that the general public will not understand until they see things on the screen representing that music. Then they will feel the depth of the music. Our object is to reach the very people who would have walked out on this ‘Toccata and Fugue’ because they didn’t understand it. I am one of those people; but when I understand it, I like it.

'Toccata and Fugue in D Minor' was composed for the organ by Johann Sebastian Bach at some point in the early 1700s, though an exact date is unknown. It was a signature piece for Stokowski, who had recorded an orchestral arrangement in 1927. As Taylor says in his introduction, this piece fits into the category of music without any kind of narrative associations or structure.

Walt Disney had become interested in abstract filmmaking after seeing Len Lye’s experimental animated short 'A Colour Box' in 1935, where images were painted directly onto the film itself. Rather than baulking at the lack of commerciality, Disney was fascinated by modern art, and over his career would reach out to many prominent modern artists to collaborate on projects at Walt Disney Productions.

One such figure was German abstract animator and filmmaker Oskar Fischinger. Working as a special effects animator and experimental animator in Germany both before and in the early day of the Nazi regime, Fischinger had been creating short works using charcoal on paper that combined his love of music and graphic art. In 1935, thanks to the success of his work 'Komposition in Blau', he was invited to the U.S. by Paramount Pictures.

Fischinger joined Walt Disney Productions in 1938 as a motion picture effects cartoon animator, and began work developing the 'Toccata and Fugue' sequence for 'Fantasia'. He had actually considered the project himself in 1936, even approaching Stokowski for the rights to his arrangements, but that project never developed further.

Disney wanted the sequence to feel as if the audience were half asleep in the auditorium, with the images of the musicians and the music merging in their imaginations. He also wanted the sequence to reflect the improvisational style of Bach’s work and process. Many of the images in the 'Toccata and Fugue' reference visual moments later in 'Fantasia', such as the boulders in The Rite or the cloud formations in the Pastoral, acting as an overture to the concert. Disney had even considered filming the sequence in the then highly experimental format of 3D.

Almost instantly, he and Fischinger began to diverge. Fischinger pushed for greater abstraction, less literal imagery. For example, the image of the violin bows had been reduced in his concept art down to simple lines in space. He also wanted several ideas to be occurring simultaneously. Disney was worried though that greater abstraction and simultaneous action would be too much for the audience, and with Stokowski’s support, dialled back on the extremities of Fischinger’s ideas. The animator eventually left the studio, feeling that the sequence didn’t reflect his work.

It’s like something you see with your eyes half-closed. You almost imagine them. The leaves begin to look like they’re dancing, and the blossoms floating on the water begin to look like ballet girls in skirts.

Peter Ilyich Tchaikovsky's 'The Nutcracker Suite' was first performed in March 1892, incorporating eight movements from the full ballet composed by Tchaikovsky which premiered later that year. The ballet was based on Alexandre Dumas’ adaptation of E.T.A. Hoffman’s 'The Nutcracker and the Mouse King', and while the ballet was not initially a success, the concert suite became wildly popular all over the world, much to the annoyance of Tchaikovsky, who considered it a lesser work.

If everyone working on the various sequences sat down and figured out an overall idea of the suite as a whole, and the part their own sequence would play in it, I think we can arrive at something we can definitely set as a continuity for us to work with.

Rather than using Hoffman’s original story of a young girl on thrilling adventures with her magical nutcracker doll come to life, Disney and his team conceived the sequence as a dance of the seasons. Stokowski’s arrangement of the suite used only six of the eight movements, and changed their order to fit the dramatic action of the animation. The seasons instead served as the backdrop, the sequence instead becoming a ballet of nature, including dancing mushrooms, ice fairies and spinning blossoms. It would be one of the most popular sequences in 'Fantasia', and further propel Tchaikovsky’s music towards cultural popularity.

If we agree with the concept that the medium of animation is best used to illustrate that can not be done in live-action, then 'Fantasia', and 'The Nutcracker' in particular, is a lasting testament to its most extraordinary aspirations and accomplishments.

• For the snowflakes, drawings were painted onto cels and then pasted onto gears moving on a track. These were covered in black velvet and the movement of the gears shot frame-by-frame. The animation of the fairies was then double-exposed over the film.
• The sequence was partially referenced in the Disney live-action film 'The Nutcracker and the Four Realms' (2018), a more direct adaptation of Hoffman’s original story.

I have never been more enthused over anything in my life.

The sequence that launched the 'Fantasia' project originally began as an animated short of its own, and was born out of necessity. Mickey was now over a decade old, and the animators and story team were starting to find his temperament and scenarios limiting, often falling back on the same gags or situations. He was also in need of a redesign, having barely changed since his initial designs by Ub Iwerks. Animation techniques had become more advanced, but Mickey hadn’t evolved with them, and along with the enormous success of Donald Duck, the character was experiencing a decline in popularity.

Our dilemma became one of trying to find new, logical material for Mickey, more sophisticated material, if you will. As we got more personality and character into the other cartoons, it became more and more difficult to cope with Mickey... Mickey was really an abstraction. He wasn’t based on anything that was remotely real.

French composer Paul Dukas’ symphonic poem 'The Sorcerer’s Apprentice' was written in 1897, based on Goethe’s poem from 1797. The piece had already been the basis for a short film by William Cameron Menzies in 1930, and had been used in Oscar Fischinger’s short 'Study No. 8' in 1931. Walt Disney acquired the rights to the music in July 1937, and Stokowski signed on to conduct in December that same year.

The task of redesigning Mickey fell to Fred Moore, who refined the basic design and gave Mickey a wider range of expressions by putting pupils in his eyes. Walt wanted the short to go beyond slapstick bawdiness of the Silly Symphony, and canvassed the staff through a questionnaire for ideas on how the structure of the action could work. More than any segment of 'Fantasia', 'The Sorcerer’s Apprentice' preserves the pre-existing story of its music and source material. Live-action reference was shot for the entire sequence, including a UCLA athlete jumping barrels to help with Mickey moving through the water. For the Sorcerer, the animation staff reportedly used Disney himself as a reference, giving the character the nickname Yensid ("Disney" spelt backwards).

Unlike the rest of 'Fantasia', this sequence did not feature the Philadelphia Orchestra. Recorded before the concept of a full feature was broached in January 1938, Stokowski handpicked 100 players for the orchestra, and recorded the piece at a stage in Culver City between 12pm and 3am. His reasoning was that the players would be hyped up on coffee, and this freneticism would translate in their performance. Stokowski also pushed for the music to be recorded stereophonically, an uncommon practice that the conductor had become a champion of. Each section of the orchestra was recorded on a separate track to later be mixed together.

'The Sorcerer’s Apprentice' soon became hugely expensive, three times more than the average Mickey short, and Roy Disney became concerned that the short could never recoup its budget at the box office. Disney saw this as an opportunity though, and in February 1938, the first discussions around what would eventually become 'Fantasia' began to take place.

• At one point, they considered having Dopey play the Apprentice, but Disney didn’t want to use a character from another feature.
• An early version of the sequence more explicitly showed Mickey attacking the broom with the axe, rather than in silhouette.
• Disney was the voice of Mickey in the exchange with Stokowski.
• The sequence, music and story were later used as the basis for the Disney live-action film 'The Sorcerer’s Apprentice' (2010).

I feel there is an awful lot that we have wanted to do for a long time and have never had the opportunity or excuse, but when you take pieces of music like this, you really have reason to do what we want to do.

When Russian composer Igor Stravinsky’s ballet 'The Rite of Spring', with choreography by Vaslav Nijinsky, had its first performance in Paris on the 29th of May 1913, legend has it that the evening ended in a riot, the audience deeply shocked by the avant-garde nature of the music and the primitive evocations in the choreography. 'The Rite' became a sensation, both in ballet and concert form, and is now seen as a significant moment in 20th century music.

In the early stages of development on 'Fantasia', Disney had suggested a sequence on dinosaurs and prehistoric life, and Huemer and Grant suggested Stravinsky’s earlier ballet 'The Firebird'. Enquiries were made into the rights, but Taylor put forward 'The Rite of Spring' as a better option. Upon hearing it, Disney was ecstatic, and at $6,000, the rights to the music were secured.

The sequence depicts the emergence of life through to the death of the dinosaurs, and though early plans proposed continuing through to the age of mammals and the first men, these were abandoned so as not to upset creationists who did not subscribe to Darwin and Wallace’s theories of evolution. Until that point, dinosaurs had mostly been depicted in animation as comical, such as Winsor McKay’s beloved 1914 short 'Gertie the Dinosaur'. The animators and story team turned to experts at the American Museum of Natural History for a better understanding of current research and discoveries into prehistoric life to ensure their work was as accurate as possible, lending the sequence weight and drama. Concessions were made though - for the fight between the stegosaurus and tyrannosaurus rex, animated by future animation legend Wolfgang Reitherman, a triceratops was originally considered, but they went with the stegosaurus because of its spiked tail, even though the prey and predator had not existed at the same time. The sequence was also a benchmark in special effects, overseen by Chinese-American animator Cyrus "Cy" Young. Thanks to the notebook kept by technician Herman Schultheis, many of the secrets behind the effects in the sequence have been preserved.

Stravinsky is the only composer to have been alive at the time of their music being used in either of the 'Fantasia' films. He visited the studio in 1939, and attended an early sweatbox session on the sequence. He was supportive during the making of the film, but later objected to the changes Stokowski had made to the music and was mostly dismissive of the sequence itself. His ballet 'The Firebird' would be later used as the finale for 'Fantasia 2000'.

'The Rite of Spring' sequence would later be distributed to schools in the U.S. on 16mm film for use as a teaching tool on prehistoric life.

• Cyrus ‘Cy’ Young was hired in 1935 to head the first effects department. He was later let go by the studio, possibly for his involvement with the union strikes.
• The bubbles of lava were a mixture of oatmeal, mud and coffee in a bucket with air hoses placed in it. They were photographed at high speeds, and the frames processed onto cels dyed red with yellow backgrounds.
• Disney originally intended for 'The Rite' to be the final sequence in 'Fantasia' because he worried that the sequence would be too devastating and would affect the audiences’ enjoyment of anything that followed it. Instead, it was placed as the last sequence before the intermission in the roadshow presentation.

We continue with the second act of 'Fantasia', its groundbreaking stereophonic sound technology, its troubled release and eventual restoration.

• Wikipedia on Fantasia, Toccata and Fugue in D Minor, The Nutcracker, The Sorcerer’s Apprentice, The Rite of Spring, Deems Taylor and Leopold Stokowski.
• Fantasia: Special Edition, Blu-ray, 2010
• The Fantasia Anthology, DVD boxset, 2000
• Walt Disney: The Triumph of the American Imagination, Neal Gabler, 2006
• American Experience: Walt Disney, dir. Sarah Colt, PBS, 2015
• Walt Disney’s Fantasia, Deems Taylor, 1940