For kids like me, growing up in the 1970s and ‘80s, Walt Disney Picture’s output of animated feature films was an uneven mix of their timeless classics—like Snow White and the Seven Dwarfs (1937), Pinocchio (1940), Bambi (1942), and the ten other major cinematic achievements made during Walt Disney’s lifetime, which were re-released into theaters every seven years or so—and the studio’s contemporary pictures, which ranged in quality from charming but forgettable fare like The Rescuers (1977), to ill-conceived big-budget misfires like The Black Cauldron (1985), to absolute dog shit like Oliver & Company (1988). 

Walt Disney died five years before I was born, and I came of age when the Walt Disney Productions was in the hands of his son-in-law Ron Miller, a former professional football player who went to work at the studio after retiring from the Los Angeles Rams in 1954 and became president of the company in 1978. During the Ron Miller era, before the lucrative innovation of Home Video, the Walt Disney Company was hemorrhaging money from the expensive process of hand-drawn animated features. As a result, the company had largely shifted its focus to the production of cheap, live-action family pictures, many of which are delightful and fun, despite their less than stellar production values. It wasn’t until much later, when Disney released all its features on VHS and then laserdisc, that I was able to grasp the myriad differences among the innovative, meticulously crafted films of the late ‘30s through the ‘50s; the more playful, experimental, and cost-effective qualities of ‘60s and ‘70s movies; and the haphazard nature of the ‘80s output. 

It is perhaps not a surprise that my two favorite features in the peerless cannon of Disney Animation are Cinderella (1950), the first movie I ever saw, and The Little Mermaid (1989), released three months into my first year of college. But I believe my love for these pictures has far more to do with their intrinsic qualities and fascinating production histories than with simple nostalgia. The two films do serve as bookends to my childhood and adolescence, but, in the case of Cinderella, I have no actual memory of seeing it as a small child. I have to go on my mother’s account of taking me to the movies for the first time and my loving the experience so much I refused to leave the theater. I’m dubious of this story, however, because of the film’s theatrical release dates. I was not yet born during Cinderella’s 1965 reissue, and I was a fully conscious ten-year-old who had seen plenty of movies by its 1981 reissue. So, if my mom in fact took me to see Cinderella in a theater it would have been during the March 1973 reissue when I was about to turn two. Having been to many movies with two-year-old kids in attendance over the course of my life, I’m confident this age is not a discriminating one. Nevertheless, my future experiences with the eternally enchanting Cinderella cemented it as one of my all-time favorite pictures.

Cinderella is not on the same level of artistic achievement as its predecessor of twelve years, the groundbreaking Snow White and the Seven Dwarfs (1937), nor the fairytale princess film that followed it nine years later, Sleeping Beauty (1959). Both of those pictures represented major leaps forward in the craft of animation: Snow White was the first feature-length cartoon, and Sleeping Beauty was the first animated film photographed in 70mm. Both have an experimental, risk-taking quality to their distinctively different artistic styles. Snow White took leaps forward in how characters, fabrics, natural elements, and light and shadow were animated, and Sleeping Beauty practically abandoned the round, fleshy, Late Baroque-inspired animation style the studio had perfected over decades, in favor of a striking combination of Medieval and Art Deco design.

What makes Cinderella my favorite is the near perfect amalgamation of its visual design, its narrative construction, and its comical, romantic, and sinister characterizations. The screenplay uses seventieth century French author Charles Perrault’s version of the classic fairy tale as its basis, but the studio story department and animators expanded upon the tale to fill it out to 75 minutes. Much of this was done via the invention of Cinderella’s animal friends—birds, barnyard animals, and, most especially, household mice. These adorable, comic creations are the best examples of the “animal sidekicks” that soon beceme a trope of Disney animated features. 

But the thing that sets this fairy tale princess movie apart from the others is the princess herself. I think all three of these original Disney heroines are supposed to be roughly the same age, but in terms of personality and life experience, they couldn’t be more different. Whereas Snow White is basically a little girl, and Sleeping Beauty is a sheltered teen with little understanding of the outside world, Cinderella is a mature young woman. Far from a wide-eyed innocent, she clearly understands much about how the world operates. She’s probably meant to be sixteen or seventeen like her stepsisters, but she speaks and behaves more like someone in her twenties. Despite her inherent “goodness,” she does not suffer fools. She’s well aware of her situation and how trapped she is in it, but she makes the most of it and is rewarded for her resilience and her ability to create merriment and community within a terribly unhappy home. As a little kid, I looked up to the mature Cinderella far more than I identified with the childlike Snow White or felt empathy for the guileless Sleeping Beauty.



The older I’ve gotten, the more I’ve tried to understand why so many people resent the type of happily-ever-after narratives peddled by fairy tale movies, especially the versions of these stories produced by Disney. Many accuse Walt Disney and the executives that followed him of excising fairy tale texts of their inherent horror. After all, the collected tales of the Brother’s Grimm feature everything from outright torture to cannibalism to bloody mutilation and the starkest forms of physical and psychological child abuse. I love the darkness of these tales, and the powerful effect they can have on young readers or listeners. But it’s difficult to imagine how much of what’s written in classical fairy tale literature could translate to the more realistic depiction of film—even animated film—aimed at mass audiences of the G-rated, “family friendly” variety. Walt Disney, like many other cinematic storytellers, took classic narratives and altered them to suit a new art form of cinema, and he did it in an era when most mainstream pictures ended on a happy note. 

Arguments about the “sanitized” nature of Disney fairy tales also seem to ignore the large amount of vivid, dark, and terrifying imagery present in these movies. The Evil Queen painfully contorting herself into an old crone so that she can kill Snow White with a poisoned apple. Maleficent summoning “all the powers of hell” to transform her into a fire-breathing dragon. Other frightening content includes the shadowy, winged demon Chernabog of the “Night on Bald Mountain” sequence in Fantasia and practically everything that happens in Pinocchio. While the movie versions of Cinderella and The Little Mermaid don’t end in the bleak, disturbing way that their sources do, the Disney filmmakers’ changes are more than understandable in these cases. In the original stories, birds peck out the eyes of Cinderella’s step-sisters, while Ariel thrusts a dagger into her heart and her lifeless body dissolves into sea foam. While I’d love to see stuff like that in a Disney animated film, I ain’t gonna hold my breath. 

In the subgenre of “Disney Princess” pictures, a more problematic issue arises than just endings which became less nightmarish than those found in original source material. Peggy Orenstein, in her 2006 New York Times Magazine piece “What’s Wrong with Cinderella?” makes the best case for this I’ve read, pointing out how the reductionist images of “male-gaze” idealized femininity corrupt and infantilize the developing minds of little girls everywhere. However, what she points out has far less to do with the actual content of the movies themselves than with the Disney Corporation’s branding and marketing of its “Princess franchise.” The cynical peddling of colorful ball gowns, glass slippers, tiaras, wands, and all the girly-girl qualities and body-image worries that accompany such products can be kind of gross. Orenstein asks the valid question: Do the popular princess movies represent a harmless phase that most girls go through, or do these movies and their images have lasting consequences?

Still, I’m amazed at how many people (men and women) feel they were harmed, mislead, or brainwashed by movies when they were impressionable children. And not just Disney princess movies, but also any movie that ends happily, especially if involves romance of any kind. This resentment of cinema, especially genres that are arguably aimed primarily at women like romcoms, weepies, and fairy tale princess pictures, is the literal opposite of the way I feel movies have broadened my horizons and expanded my empathy. Surely the fact that I come from the exact multi-privileged demographic that makes most movies, and therefore that most movies are made for, accounts for much of my bewilderment at these societal critiques. But, as a young child, it never occurred to me that the way a movie unfolded and resolved after about two hours was meant to be representational of real life. It also never occurred to me that movies about princesses were not specifically aimed at me. Cinderella felt as much made for me as for my little sister. I didn’t want to grow up to be Cinderella, but I sure wanted to grow up and meet people like her (and all her animal friends).

American and European narratives have always centered on metaphor and subtext, even long before most of us discover what those terms mean. Fantasy is just that—fantasy. And movies that take place hundreds of years ago in faraway lands that bear little resemblance to our daily lives, never seemed like instructions on how to live a happy contemporary life in modern times. So much of what interests me about movies is not what they represent for society, or how they’ve been used and misused by society, but as a window to what society was like when they were created. To me, it’s far more fascinating to use a seventy-five-year-old movie as a way to study society as it was seventy-five years ago than to explore what it means in terms of contemporary culture. Movies like Cinderella and The Little Mermaid obviously continue to be “part of our world,” but they are most fascinating as products of their time rather than ours.  

Walt Disney had gambled the future of his studio, and his entire career, when he set out to make Snow White and the Seven Dwarfs in the mid-1930s. Many Hollywood film industry insiders derisively referred to the film as "Disney's Folly" during its production, believing that the type of charming short-form ink and paint cell animation Disney had made his international reputation on could never sustain a full-length feature film.  These doubters believed that the cost of producing Snow White was so exorbitant it would likely bankrupt the company that Disney had worked so hard to build. But Walt had the last laugh when Snow White was released and became a phenomenon. It was acclaimed by critics as a work of art to be cherished by adults as much as children, winning Disney a special Academy Award, and finishing up as the highest-grossing picture of 1937. 

The story of Snow White’s production can be seen as a happily-ever-after tale were it not for the fact that every animated feature Walt Disney Studios produced in the decades following Snow White failed to duplicate that film’s success. The two ambitious follow-ups Pinocchio and Fantasia, both released in 1940, were box office failures, due mainly to World War II cutting off the European and Asian markets. Dumbo (1941) and Bambi (1942) were simpler, scaled-down productions made as attempts to recoup all the money lost by Pinocchio and Fantasia, and even that modest goal was barely met. In the twelve years between Snow White and Cinderella, Disney hadn’t produced a single feature-length hit, and his studio was only barely kept alive during the lean war years by federally funded animated shorts. These war-era productions were made for training and propaganda purposes and to promote good will between nations with ties to both the United States and Nazi Germany. The short subjects were assembled into combination live-action/animated anthology films like Saludos Amigos, The Three Caballeros, Make Mine Music, and others.

By 1947, the studio was over $4 million in debt and on the verge of bankruptcy. So, Disney returned to the source of his only true success—a European princess fairy tale with roots in folktale traditions common in all cultures. By now, hwoever, the studio had developed techniques that were slightly less expensive without fundamentally altering the painstaking, hand-drawn, hand-painted, frame-by-frame cell animation style. One such technique was live-action reference footage. In creating Snow White, Disney had his animators study live action footage shot at the studio. In a great behind-the-scenes clip, animators watch slow motion footage of a fat man dancing to study how the various folds of flesh in the man’s gut react differently to gravity and inertia, depending on how close to his torso they are—but Cinderella was the first time a Disney feature actually cast live actors to “play” the human characters on bare stages so that animators could copy the movements exactly. The process was like what is now known as Rotoscope, only the Disney animators didn’t directly trace the live action footage on an animation stand (which is how Rotoscope is done). But they did copy all the physical aspects of the actors. Of course, this technique was only used for the principal human characters, who share pretty much every frame with more fanciful, less realistically drawn, characters, such as Cinderella’s animal friends. Thus, nothing about the film has the stiffness of purely Rotoscoped animation.

While the animators had to acknowledge that the approach saved money, they disliked working with the live-action reference footage. In many cases, they found it limiting in the sense that they were only able to create shots at angles a live action camera could capture. Part of the point of animation is to be able to show things that can’t be achieved with a real camera and real actors. Cinderella was made at a key point in the development of Walt Disney Animation. With Walt himself overseeing multiple productions during key stages of Cinderella, especially the live-action Treasure Island that was shooting in England, the film was overseen by its three directors—Wilfred Jackson, Hamilton Luske, and Clyde Geronimi. All were well established at the studio by this point. In fact, Jackson had been with Walt practically since the beginning. He had directed many of the studio’s Silly Symphony shorts, including The Old Mill, which marked the first use of the multiplane animation camera developed for Disney by Ub Iwerks and William Garity, to create a feeling of three-dimensional depth in animation. 

Also by this point, the board Walt Disney had established to help manage his animation department, had gelled into nine supervising animators. Disney jokingly referred to them as the "Nine Old Men," after FDR’s snarky critique of the Supreme Court. They were in their thirties then, but this core animation team grew into their nickname over the decades. They kept the signature Disney style going from 1945 to the late ‘60s. On Cinderella they were able to achieve all kinds of inventive ideas even within the new budgetary restrictions. A key example is Wolfgang Reiterman’s staircase scene, a fantastic suspense sequence that seems more inspired by Orson Welles than any fairy tale. The clever invention of the endearing mice characters came about long before the need to have animal sidekicks in Disney movies that could be turned into sellable merchandise. The many men responsible for crafting the story hit upon the idea of giving Cinderella animal friends so their sympathetic young protagonist, who spends most of her days by herself, could have other characters to talk to. They created the winsome, and ingeniously expositional subplot about a new mouse in town who must learn from the other mice about the wonderful girl Cinderella and the sinister cat Lucifer. That B-story rapidly expanded to fill out the brief narrative of the fairy tale, in part because the mice and cat were so much more enjoyable to draw than the more realistic human characters. The fun the animators, directors, and story artists had with these mice, birds, the cat, and the barnyard dwellers translates directly to audience members of all ages. For young kids especially, the cat and mouse subplot can easily seem the best part of the picture.


The voice actress who played Cinderella was not a big movie star, nor an established character actor. She was the vocalist hired to record demos for the film’s original songs. By 1948, nineteen-year-old Ilene Woods had been the star of her own New York based radio program for four years. Through her show, she became friends with many songwriters, including Broadway tunesmiths Mack David and Jerry Livingston. The songwriting team had been hired by Walt Disney to come up with possible songs for his latest production. They called Woods in to record samples of three songs they had come up with: "Bibbidi-Bobbidi-Boo" "A Dream Is a Wish Your Heart Makes," and "So This is Love." When the demos were presented to Disney, he was so taken with them that he asked Woods to voice the lead role, though he had auditioned over three hundred hopefuls to play Cinderella. 

Lady Tremaine, Cinderella’s evil stepmother, is not as magnificently sinister as the Wicked Queen from Snow White or Sleeping Beauty’s magnificent Maleficent, but she is still a fabulous antagonist. Besides being sonorously voiced and exquisitely drawn, she is the bridge between the highly realistic renderings of Cinderella and the prince and the more cartoony characters like the stepsisters, royal servants, and animals. 

Eleanor Audley was an American actress who had a distinctive voice in radio and animation, in addition to her TV and film roles. She is best remembered on television as Oliver Douglas's mother, Eunice Douglas, on the CBS sitcom, Green Acres (1965–69). In addition, she provided other villainess voices for Disney animated features, including Maleficent in Sleeping Beauty (1959). For each of those sinister fairy tale characters, animators Frank Thomas and Marc Davis designed the facial features and expressions to be like Audley, who was the live-action model for both characters. Audley had initially turned down the role of Maleficent because she was battling tuberculosis at the time of that production but thank goodness, she was convinced to do it.



I never paid too much attention to voice casting when I was a kid, even though the trend of casting famous actors and putting their names in the opening credits was a common practice during my childhood. In Disney’s Robin Hood (1973), this works quite well, but for the most part, celebrity casting was a way to make up for the lousy animation and cut-rate production values of cheapjack animation studios. Even at Disney, corners were getting cut and the quality of the work was suffering. The films were still enjoyable—The Rescuers (1977) has a creepy atmosphere and The Fox and the Hound (1981) tugs effectively at the heartstrings. But things hit rock bottom with Oliver & Company (1988), a hastily produced riff on Oliver Twist with cats and dogs as the protagonists. That film showcased the shoddiest animation in Disney history and featured God-awful pop songs performed by rockers like Billy Joel, Huey Lewis, Bette Midler, and Ruth Pointer. After seeing Oliver & Company I figured I was done with new releases from the Walt Disney Animation Studios. Then, everything changed.


I had started college in New York when The Little Mermaid was released in theaters around Thanksgiving of 1989. I was back in Boston for the holiday, and my buddy Nick and I caught it at Boston’s old Copley Mall multiplex—where every cinema was so small and narrow it was like paying full price to watch a movie on an airplane. We expected little from this mermaid, but we had seen everything else that was playing. I knew nothing about the film other than the generic-looking poster hanging in the lobby and what I vaguely remembered of the Hans Christian Andersen story. The last Disney movie I’d seen—apart from the many mid-budget, R-rated comedies the studio made in the ‘80s under its Touchstone Pictures label (another Ron Miller initiative)—was the aforementioned Oliver & Company.