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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 6: Fantasia Part 2
In the second half of our two-part look at ‘Fantasia’, Daniel is once again joined by composer and conductor Ashlee Clapp to talk about the second act of the concert feature, including ‘Dance of the Hours’ and ‘Night on Bald Mountain’, its troubled release and eventual redemption.

Daniel Lammin
Ashlee Clapp - Composer

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

Show Notes
Walt Disney and Leopold Stokowski had not hidden their ambitions for ‘Fantasia’. They were certain it would be a sensation, not just in audiences but in the artistic elite, bringing classical music to the masses and strengthening the standing of animation as a legitimate art form. If the first act presented a primer for their intentions, the second would expand them, resulting in some of the most beloved and contentious sequences in the film.

Standard 35mm optical soundtrack (on right)

Our picture is not presenting the traditional or only possible version. It merely offers one way, out of many possible ways, of visualising the music, and a way that has been an exciting experience for all of us who contributed to the making of ‘Fantasia’.
Leopold Stokowski, in his forward to Walt Disney’s 'Fantasia', 1940

Following the intermission and a short performance from the orchestra, Deems Taylor introduces the Soundtrack, a visual representation of a standard optical soundtrack of the period. These tracks were printed directly onto 35mm film beside the image frames, and the sequence was conceived to help explain to audiences how optical sound works, especially with the publicity around the development of Fantasound for the film.

Standard 35mm optical soundtrack (on right)

Our picture is not presenting the traditional or only possible version. It merely offers one way, out of many possible ways, of visualising the music, and a way that has been an exciting experience for all of us who contributed to the making of ‘Fantasia’.
Leopold Stokowski, in his forward to Walt Disney’s 'Fantasia', 1940

Oskar Fischinger also worked on the development of this sequence, but as with the 'Toccata and Fugue', his push for further abstraction was rejected.

Ludwig van Beethoven
The most controversial sequence in 'Fantasia' was originally developed for another piece of music, Gabriel Pierné’s 'Cydalise et le Chèvre-pied' ('Cydalise and the Goat-foot'), but while the music matched the mythological themes Walt Disney wanted to explore, the animators worried that the music lacked the accents necessary for movement and action in visual storytelling. In January 1939, it was decided to replace it with German composer Ludwig van Beethoven’s 'Symphony No. 6 in F Major', also known as the Pastoral Symphony. Dick Humeur suggested the piece, believing it would match the pre-existing designs and offer the animators the musical action they needed.

‘Pastoral Symphony’ Original Concept Art © Disney

I think this thing will make Beethoven.
Walt Disney, Pastoral story meeting, 1939

Beethoven completed the symphony in 1808, inspired by his love of nature. Like much of Beethoven’s work, the Pastoral is highly revered, and it was on these grounds that Stokowski objected to including it in 'Fantasia'. He worried that the reverence for Beethoven would have audiences rejecting the sequence. Disney insisted, and the conductor crafted a shorter adaptation of the symphony.

While on the surface it may seem one of the most benign sequences in 'Fantasia', the Pastoral had its own specific complications. There were concerns from the Hayes Office, which oversaw the Motion Picture Production Code established in 1934, over the bare-breasted "centaurettes". For this reason, garlands and flowers were added into the design, though the brief moments of nudity in this and Night on Bald Mountain are the only instances of nudity in a Disney animated film. The centaurs also had to be redesigned to make them less intimidating.

The sequence later became controversial for two reasons. The first and most subjective was that Stokowski’s fears were proven correct. Music critics and lovers did reject the sequence, accusing it of trivialising Beethoven’s music. He was the most high-profile and beloved composer used in the film, and many felt that the animation and Stokowski’s arrangements had degraded the work.

The second controversy was more significant. The sequence originally featured a black centaurette named Sunflower, a maid tending to a white centaurette and depicted in a racially insensitive African American stereotype. Another named Otika, referred to in notes at the time as "The Nubian", was featured as part of Bacchus’ party.

’Pastoral Symphony’ Sunflower character animation © Disney

Beginning with the film’s 1969 rerelease, the concerns over the characters were acknowledged and both Sunflower and Okita were removed from the film. The manner of removal did disrupt the rhythm of the music and animation, so in later releases, they were more carefully cropped out or the frame zoomed in, often resulting in a loss of picture quality. Other techniques used were repetition of shots to make up for lost time with the cuts, or simply erasing them from the animation altogether, resulting in objects originally manipulated by Otika now moving of their own accord. These techniques were refined with the digital restorations, though uncensored footage of the sequence is available online, taken from an uncensored television broadcast from 1963.

It’s sort of appalling to me that these stereotypes were ever put in...
John Carnochan, editor responsible for their removal in 1991

Amilcare Ponchielli
The short ballet 'Dance of the Hours' belongs to Italian composer Amilcare Ponchielli’s opera 'La Gioconda', where it appeared in the third act, representing the movements of the hours of the day. While the opera fell out of the repertoire, 'Dance of the Hours' became popular in its own right and was eventually performed separately from the opera itself. Its inclusion in 'Fantasia' seemed almost too obvious at the time, but their approach would make it one of the most enduring sequences from the film.

‘Dance of the Hours’ original concept storyboard © Disney

I think the main thing we must keep in mind is that the animals are serious. They are not clowning.
Walt Disney, Dance of the Hours story meeting, September 29, 1938

To a certain extent, it preserves Ponchielli’s original intent. The four movements of the day are represented by four different animals: ostriches rise to represent the morning, hippos lounge in the afternoon sun, elephants usher in the evening and alligators bring the drama of the night. Over the course of the sequence, the animals are reimagined as ballet dancers, and despite (in the case of the elephants and hippos) physical forms ill-suited to the intricacies of ballet, the joy of the sequence is in how the eleven animators who worked on it were able to make it work. As always, visual references were used, in this case dancers such as Marge Champion, who had been the live-action reference for Snow White and the Blue Fairy, and prima ballerina Tatiana Riabouchinska and her husband David Lichine. Disney also instructed the animators to observe the world-famous Ballet Russes, of which Riabouchinska was a member.

Modest Mussorgsky / Franz Schubert
For the grand finale of 'Fantasia', a highly ambitious sequence was conceived, one that would balance both the profane and the sacred, using two iconic classical compositions. Incredibly distinct in their texture and tone, the two sections, and in particular the second, were a gargantuan and highly ambitious technical effort.

'Night on Bald Mountain' original concept painting by Kay Nielsen © Disney

...a sort of mad magician, gloating over the effect his music has on the spirits...
Walt Disney, 10th September 1938

Modest Mussorgsky’s 'Night on Bald Mountain' is a perennial concert favourite, but has a complicated history. Mussorgsky, yet another Russian composer in the 'Fantasia' repertoire, composed the "tone poem" early in his career in 1867, inspired by the Russian myths and legends around the witches’ sabbath, but his mentor refused to have it performed. Despite the composer reworking the material into other compositions, the full piece was never performed in Mussorgsky’s lifetime. However, following the composer’s death, fellow Russian composer Nikolay Rimsky-Korsakov, working from a version of the work composed by Mussorgsky towards the end of his life, created his own arrangement for 'Night on Bald Mountain', and while the original version was finally published in 1968, it is Rimsky-Korsokov’s version that remains the popular standard.

There’s still a lot of Christians in the world, in spite of Russia and some of the others, and it would be a hell of an appealing thing from that angle.
Walt Disney, 8th December 1938

The sequence in the film was directed by Wilfred Jackson, Oscar-winning director of 'The Old Mill' (1937), and animated by Vladimir “Bill” Tytla. They began with a pencil sketch by Swiss artist Albert Hurter, who had been a concept artist at the studio since June 1931, depicting a demon unfolding its wings atop a mountain. This became the basis for the demon Chernobog, named for the Slavid work for "Black God". Hurter was initially brought on to help develop concept art for Chernobog, but the visualisation of the sequence primarily fell to Danish illustrator Kay Nielson, who became the chief art director for both this and Ave Maria.

Bill Tytla’s animation of Chernobog is still regarded as an animation milestone. His initial reference was actor Bela Lugosi, famous for his iconic portrayal of Dracula, but Tytla rejected the footage, using reference provided instead by Wilfred Jackson posing shirtless. New special effects techniques were used for the floating ghosts and skeletons, including a rippling effect achieved by reflecting the drawings in a piece of curved tin and shooting it frame by frame. These effects would need to be shot over 24-hour shifts.

‘Ave Maria’ original concept production cel © Disney

After the gothic drama of 'Night on Bald Mountain', it was decided to complete the sequence, and thus 'Fantasia', with a moment of calm and reflection. The 1825 composition from Austrian composer Franz Schubert was originally the sixth piece in a seven-song cycle set to Sir Walter Scott’s poem 'The Lady of the Lake' (1810). It was later that Scott’s text was replaced by text for the Roman Catholic prayer 'Ave Maria', and is now so closely associated with Schubert’s composition that many now mistake it for being the composer’s original intent. The text in 'Fantasia' was written specifically for the film by American novelist and poet Rachel Field.

It must be like a spectacle for the ages...
Walt Disney, Ave Maria story meeting, 12th January 1940

Walt wanted the sequence to involve very little complex movement, and to bring the background artwork to the forefront. Once again, Kay Nielsen visualised the sequence, giving it a degree of visual consistency with 'Night on Bald Mountain'. Despite the simplicity of its design though, it became the most complex and difficult sequence in the film.

The final shot of 'Ave Maria' (and subsequently the film itself) ran for 217 feet, the longest shot in any animated film at that time. A horizontal camera crane was built which photographed artwork of trees painted on glass panes 3 to 4 feet wide. They were mounted on moveable stands so that as the camera tracked through the paintings of the forest, they could be moved away (similar to the town shot in 'Pinocchio'). At first, Walt rejected the animation, worried that the figures weren’t moving smoothly enough, and ordered them to start again. Once approved, it took six days and nights to complete, almost without stopping, but when the results were checked, they realised they had used the wrong lens, also capturing in the shot the movements of the camera team working around the animation. The premiere was only days away, but it had to be reshot. Three days into the reshoot, an earthquake hit, and while the panels hadn’t been moved drastically, it was safer to start again. The third attempt was completed with one day to spare, and the footage arrived in New York for the premiere four hours before the screening began.

The sequence also posed problems for Technicolor, who had to maintain consistency with colour, texture and density between the dissolves from one scene to the next.

In Kay Nielsen’s original designs, the sequence ended with an image of the Madonna, tying it back into the Ave Maria itself. Instead, the final, more secular, image of 'Fantasia' would be that of a sunrise.

When Disney heard the outstanding quality of Stokowski’s multi-channel recording of 'The Sorcerer’s Apprentice', he realised that conventional cinema sound systems at the time would be inadequate to create the effect he wanted, that of a live orchestra. The sound would need to spread around the audience rather than from the single point behind the screen. He wanted the audience to “feel as though they were standing at the podium with Stokowski”.

...create the illusion that the actual Symphony Orchestra is playing in the theatre.
Walt Disney in a letter to David Sarnoff, May 1939

The studio contacted the Radio Corporation of America (RCA), who agreed to help them develop such a system, as long as costs were kept in check. Development began in July 1939, led by sound engineer William Garrety, and around ten different versions were tested. The system would involve two projectors running simultaneously - one with the film and a back-up mono track, and another for the sound, now mixed into three tracks (left, centre and right) and a fourth control track. To give the illusion of sound moving, a panoramic potentiometer or “pan-pot” system would develop where sound travelled using constant fades between the three speakers. Additional speakers were also placed throughout the auditorium, between 30-80 of them. As the system was being developed specifically for 'Fantasia', it was dubbed Fantasound, the first-ever stereophonic sound system.

Advertisement for Fantasound, November 1940

The issue with the system though was that no movie theatre was built to accommodate for it. They were also too small for all the equipment, so it was decided that traditional theatre auditoriums would work best. The cost of installation though was enormous, around $85,000 per theatre, and the studio’s distributors RKO baulked at the cost. With no distributor for the film, Disney decided that they would distribute the film themselves and present it as a special roadshow event, in auditoriums able to accommodate for Fantasound.

Fifty years ago, I would have walked in there, knowing what I know today, and I wouldn’t have believed what they were doing.
Terry Porter, sound engineer

  • Disney considered experimenting with widescreen for the film, putting a projector on its side to run the film sideways, and animating two frames at once. Roy wouldn’t approve the costs.

Theatrical Poster, 1940 © Disney earthquake in motion picture history.
Arthur Miller, Los Angeles Times, 2nd February 1941

By the time it had its world premiere, 'Fantasia' had taken three years to complete. More than 11,000 feet of film had been shot, 3.500 of which used the multiplane camera, more than 'Snow White' and 'Pinocchio' combined. It opened at the Broadway Theatre in New York on the 13th November 1940, Walt pulling out all the stops to make the roadshow presentation as lavish as possible, including a detailed and beautifully designed program illustrated by American artist Gyo Fujikawa, and ushers trained by Disney himself on how to take people to their seats.

We’re selling entertainment and that’s the thing I’m hoping ‘Fantasia’ does - entertain. I’m hoping, hoping, hoping.
Walt Disney, New York World-Telegram, November 1940

Program produced for the Roadshow Presentation, 1940 © Disney

'Fantasia' is wildly ambitious. You can feel it in every scene, but it’s very uneven...
Carmenita Higginbotham, art historian

Reviews of the film were split straight down the line. Film critics were mostly ecstatic, many proclaiming it a masterpiece. “The masterful art of Walt Disney in the creation of pictorial animations,” wrote Edwin Schallert in the LA Times in January 1941, “is put to its greatest test in 'Fantasia'. Magnificent results have been accomplished and a production worthy of a place forever in the treasured archives of the film industry brought to fulfilment.”

The critical reaction was extremely divided. Some people thought Disney had pulled off this alliance of visual art and music, and created something new and compelling. Other critics thought that it was a disaster, and they slammed very, very hard for dragging classical music traditions down into the dust.
Steven Watts, historian

Music critics were far less tolerant of Disney and Stokowski’s film. The conductor was criticised for his arrangements and truncations of the music, and just as Stokowski had feared, many accused the film of trivialising the music and robbing it of its integrity in its marriage with animation. "I left the theatre in a condition bordering on nervous breakdown”, wrote New York Herald Tribune critic Dorothy Thompson in November 1940. “I felt as though I had been subjected to an attentat, to an assault, but I had no desire to throw myself in adoration before the two masters who were responsible for the brutalization of sensibility in this remarkable nightmare...”

'Fantasia' raises a number of questions as to if Walt was stepping beyond himself, if he’s not appreciating his limits, and Walt will take that personally.
Carmenita Higginbotham, art historian

While great praise was given to the quality of Fantasound, including two honorary Oscars in 1942, and despite the roadshow presentations in New York and Los Angeles running for a year, the high ticket prices turning audiences away balanced with the enormous costs of the presentation meant that 'Fantasia' was becoming a box office failure. No more than 12 venues were ever equipped with the sound system, greatly limiting the places the film could be seen. With the studio unable to cover the costs, RKO took back over distribution of the film in January 1941.

The big thing personally that I feel, with a little tear in my heart, is where would we be today if that picture had been as successful as Walt had hoped for.
Frank Thomas, animator

To begin with, RKO retained the roadshow version, albeit mixed down to mono and with a title card inserted at the intermission, but the box office didn’t improve. In 1942, after lobbying Disney and ultimately with his blessing, they cut the film down from 124 minutes to 81 minutes. This "popular version" removed Taylor’s commentary and the 'Toccata and Fugue', but despite this effort, 'Fantasia' still could not make back its money, and the film became Disney’s second box office failure in a row after the disappointing release of 'Pinocchio'. It was an enormous blow for the studio, and a significant emotional one for Disney himself.

He didn’t handle criticism very well, ever, and the criticism over 'Fantasia', I think, really wrangled. And what it did was to encourage a kind of anti-intellectualism that was always there with Disney, but I think increasingly, he drifts in the direction of, these are eggheads, they don’t know anything about ordinary people, and to hell with them.
Steven Watts, historian

Over the following 60 years, 'Fantasia' would have a complicated and ultimately redeeming release history. RKO returned the film to theatres in 1946, reinstating the 'Toccata and Fugue' and sections of the Taylor sequences. This 115-minute version would become the standard for the next five decades. Disney even continued to experiment with the film, overseeing a highly-criticised widescreen version in 1956 that stretched sections of the animation.

In December 1969, the fortunes of the film began to turn. Finally making a profit in its rerelease in December that year, the film found a new audience who were drawn to the psychedelic qualities of the film. This was also the first release to remove Sunflower and Okita. In April 1982, a version of the film was released which replaced the Stokowski recordings with a new digital Dolby Stereo track conducted by Irwin Kostal, which, despite the clarity of its sound over the deteriorating original tracks, lacked Stokowski’s energy.

Posters for the 1969 and 1982 Rereleases © Disney

To celebrate the film’s fiftieth anniversary in 1990, an enormous restoration effort was undertaken. The original film elements were found, and a digital restoration completed on the Stowowski’s tracks. In order to play the film, theatres had to adhere to specific sound requirements, and when the restoration opened in October, it became a significant box office success.

A further restoration was undertaken for the sixtieth anniversary in 2000, attempting to return the film to its complete roadshow length. The original three-strip Technicolour nitrate negative of the Taylor introductions were found, but not the original sound tracks. A cutting continuity document breaking down the entire film foot-by-foot was found in the Disney Archives, and included a full transcript of Taylor’s commentary. This was used for a new recording of the commentary with voice actor Corey Burton dubbing in for Taylor. This version was the basis for a full digital restoration for the seventieth anniversary in 2010.

While Fantasia is now praised as a masterpiece, even praised by the Vatican in their celebration of 100 years of cinema in 1995, it never achieved the grand vision Walt Disney had for it. His dream was that the film would be in a perpetual state of change, with existing sequences replaced with new sequences every year. So confident was he in the concept that work was begun on replacements before the film was even released, with Stokowski recording four new pieces and a sequence set to Claude Debussy’s 'Clare de Lune' completed. The box office failure and public indifference towards 'Fantasia' though ended that dream before it had begun. The ghost of 'Fantasia' though can be seen in the package films in the 1940s, 'Make Mine Music' (1946) and 'Melody Time' (1948), which borrowed the concept of music and animation, and in 2000, the original plan would see a degree of realisation with 'Fantasia 2000'.

'Fantasia' is timeless. It may run 10, 20, 30 years. It may run after I’m gone. 'Fantasia' is an idea in itself. I can never build another 'Fantasia'. I can improve, I can elaborate. That’s all.
Walt Disney, 1941

'Fantasia' was a blow from which Walt Disney never really recovered. The studio had lost an enormous amount of money, and his ego has been bruised. His critics felt he had reached beyond his means, had taken a popular medium and made it into something elitist and gaudy. In interviews for the rest of his life, he spoke of regret over the failure of the film, tinged with a hint of resentment. 'Fantasia' was meant to represent the ascension of a kind of artistic utopia, but instead, cracks had begun to appear that would plague the studio and its founder for years to come. Even with the failure of 'Pinocchio' and 'Fantasia', there was still work to do. There was the long-gestating and worryingly-difficult adaptation of Bambi, but developing alongside was a smaller, more modest project. It was being developed as a short, but Disney felt a feature film would better serve the story, one about a little elephant with big ears who loses his mother, finds his feet and somehow learns to fly.


U.S. releases of the original 1991 VHS, the 3-disc DVD set ‘The Fantasia Anthology’, and the 2010 2-disc Blu-ray collection with ‘Fantasia 2000’.

  • 'Fantasia' first became available on home video in 1991 with a highly-limited VHS and Laserdisc release of the 1990 restoration. Its release was limited to 50 days, but received 9.25 million VHS pre-orders, and despite its short release window, became the biggest-selling VHS release at that point. Because this release used the 1990 restoration, it is the only home video release to feature Deems Taylor’s original (albeit truncated) narration.
  • In November 2000, the new restoration was released on DVD, along with 'Fantasia 2000', as part of the three-disc 'Fantasia' Anthology set. Fantasia featured 5.1 surround sound, a contemporary commentary, an archival commentary featuring audio clips of Walt Disney and a retrospective making-of documentary, but the highlight of the set was a third disc of extras, including extensive archival material on all sequences from both films. Once again, it was only released for a short time, and the full set was only available in the United States.
  • For the seventieth anniversary in 2010, and as part of the Diamond Editions line, the first Blu-ray release of the film was announced, along with the sequel and a feature called 'Fantasia World', expected to include "never-before-seen animated short films". Information on 'Fantasia World' was scarce, but expectations were that it would feature a number of music-set short films the studio had been developing outside of 'Fantasia 2000'. It was also expected, after the extras-rich releases of 'Snow White', 'Pinocchio', 'Sleeping Beauty' and 'Beauty and the Beast', that the set would, at the very least, carry over the material from the Fantasia Anthology set.
  • When further details were announced closer to release though, 'Fantasia World' was no longer mentioned, though the set now featuring the first home video release of the reconstructed Disney/Dali short 'Destino'. It was also revealed that, while the commentaries were retained and a selection of short new features were added, none of the 'Fantasia' Anthology material was included on the disc, instead relegated to the digitally-based Virtual Vault. While this has never been made explicit, it is suspected that a more elaborate release was cancelled, along with a wide release for the already-completed 3D version of 'Beauty and the Beast', when new management at Disney expressed a lack of interest in investing effort in the release of their legacy films. From this point onwards, releases of classic Disney films lacked the rigour and material of the Platinum and early Diamond releases, and with the Virtual Vault now closed, the 'Fantasia' Anthology material is now no longer available outside of the original DVD set. The film was returned to the Disney Vault in the U.S. in April 2011.
  • 'Fantasia' was announced as part of the new Signature Edition line, possibly to coincide with its 80th anniversary in 2020, but no new information has been released at this time.
  • The complete roadshow version is available on Disney+.

We look at the beloved fable ‘Dumbo’, hidden among the prestige productions of the 1940s and offering a moment of financial respite for Walt Disney Animation, as well as its troubling legacy.

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