All language subtitles for Waking.Sleeping.Beauty.2009.1080p.BluRay.x264.AAC5.1-[YTS.MX]

[PLAYING UPBEAT POP MUSIC]

[SINGING INDISTINCTLY]

JOHN:
Elton John, up at Pinewood on--

- What's the date?
WOMAN: The 12th of--

JOHN:
Twelfth of March.

It's me, split track, 20--
Thirty-frame center track.

There's the tone.

MAN:
Quiet, please.

[PLAYING UPBEAT POP MUSIC]

[JOHN SINGING]

JOHN:
Here we go.

[SINGING]

HAHN: It was the spring of 1994
and we were just finishing The Lion King,

which would go on
to earn great reviews

and about three-quarters
of a billion dollars at the box office.

Not bad for a group of artists
who were kicked off the Disney lot

and an art form that was given up for dead
just ten years earlier.

HAHN:
I produced The Lion King

and the cast-and-crew premiere
was coming up fast.

It was tradition for all of us
to get up on-stage

and give warm thank-you speeches.

But this time
I decided to film all the speeches instead.

HAHN: Whenever you're comfortable.
- You are rolling?

HAHN: Yeah.
- Okay.

With all the many varied businesses
this company is in, it is clear--

It becomes clearer every day
that animation is its soul, heart,

and most of its body parts.

You guys have done an unbelievable job
over the last decade,

culminating in Lion King,

in pushing forward the company,
the culture and the quality of artistry.

Congratulations from me,
from anybody who is not on this tape,

from our board, our shareholders
and my children.

Congratulations.

- Thank you.
- Thanks, everybody.

Thank you to everybody
for another absolutely incredible job

on another marvelous movie on the way
to the next great movie.

To an outsider,
it looked like a perfect world.

- Thank you.
- But backstage,

the tension had reached a peak.

HAHN: Thank you.
- Okay?

- That was it?
- Yeah, perfect.

Even though it was the moment
of our greatest success,

the wheels were coming off the car.

This is the story of how we got there.

[SOFT JAZZ MUSIC PLAYING]

[PLAYING CHRISTMAS MUSIC]

HAHN:
Let's back up to the early '80s

on the Disney Studio lot
in Burbank, California.

The animation band is spreading
its holiday cheer to the employees

with banjos and jew's harps,
as was the tradition.

And that's me on the right,
trying to play "Jingle Bells" on the bass.

Like so many of us,
I grew up on a diet of Disney films.

And every four years,
I'd make a pilgrimage

to the drive-in theater
to see their latest animated masterpiece.

When I was 20, I got a job at the studio

delivering artwork and coffee
to the animators

and I felt like I won the lottery.

HAHN:
This was the house that Walt built.

Walt Disney, the toast of Hollywood,
the genius behind Disneyland

and the producer behind the first
animated feature, Snow White.

By the 1950s,
Walt was losing interest in animation

and his attention turned
to live-action films,

the new medium of television,

and building the first theme park,
Disneyland,

and planning futuristic cities
of tomorrow.

WALT: By far, the most important part
of our Florida Project,

in fact, the heart of everything
we'll be doing in Disney World,

will be our Experimental Prototype City
of Tomorrow, Epcot.

Walt died in 1966,

but the studio still made sweet, harmless,
animated comedies for kids,

supervised by his master animators,
the Nine Old Men,

and produced by Walt's son-in-law,
studio head Ron Miller.

I'm Randy Cartwright
and this is Ron Miller.

- How are you?
- How are you?

- Good to see you. This is Randy.
- Great way to start the film.

- Is this a new--? Your first commercial?
- Ha, ha. Yup.

What is this for?

- Just home movie.
LASSETER: It's a documentary.

- Home movie?
- Documentary of the animation studio.

Hi, Mom.

Well, we're off to a good start.

Here it is, April 9th, 1980.

This is the past
to all you folks out there.

And we're gonna go inside
and see what it's like. Come on.

For some reason,
the halls of the Disney Animation building

always smelled faintly of swamp coolers
and pencil shavings and old linoleum.

This is the infamous Rat's Nest.

Animation had been in
this slow downward spiral for a long time,

even since Walt Disney was alive.

As veteran animators retired, new kids,

mostly from the Disney-sponsored school,
CalArts, filled the hallways.

LASSETER:
Why, Rubén, you're from CalArts also.

- Right.
- And who are you?

LASSETER: Me?
- Yes.

LASSETER:
I'm John Lasseter.

He's the cameraman.
He's leaving in a little while.

- Could I show you animation?
- He's got six days.

- Could I show you animation?
- This is animation.

Could I flip something for you?

This is it. Look at that. Peter Pan.

- Oh, looks up and... Ah.
CARTWRIGHT: Weird.

It's better than the magic
we're making today,

but we can't help that.

We were full of a lot of pent-up youthful
creative energy that had to go somewhere,

so it was channeled into things
like long lunches, volleyball games,

the annual caricature show,

and my perennial favorite,
the holiday show

that starred Eddie Fisher and Doris Day,
for some unknown reason.

[IN WOMAN'S VOICE]
I hate Zsa Zsa.

[ANIMATORS LAUGHING]

CARTWRIGHT: This is one of our
animators here. This is Ron Clements.

He's working on a scene of the Widow
from The Fox and the Hound.

- Magically, here is Mr. John-ald Musker.
- Thank you, thank you.

CARTWRIGHT: Another animator here
at the magic factory.

LASSETER: This is Glen Keane.
CARTWRIGHT: Keane.

LASSETER:
He is a directing animator.

KEANE:
I've been here since 8:00 this morning.

LASSETER: Hi, Tim.
CARTWRIGHT: This is Tim Burton,

another one of our people here.

Ron Miller knew that
Walt's guys were retiring fast.

He had to raise a new crop of animators,
but he was cautious about it.

He got burned five years earlier

when he entrusted a charismatic animator
named Don Bluth to lead the department.

But Bluth polarized the animators.

Some adored him
as the messiah of animation and others...

Well, others thought
he was just another Walt wannabe.

Ironically,
Bluth himself became disillusioned

with the studio's Animation Department.

So on his birthday in 1979,
he resigned

and took half the animators with him
to start his own studio.

The bombshell set back the release
of The Fox and the Hound by six months

and left Miller and the studio betrayed.

CLEMENTS: It was this interesting
cross-generational thing

where you still had a few
of these legendary Disney artists

who were now in their sixties
and approaching retirement

and then a bunch of young people
in their twenties

who were really, really excited
and sort of passionate about this medium.

It was thrilling to learn
from the masters.

But there was a feeling like that somehow
we could be making better films.

Around that time,
the studio did a survey

that revealed
a majority of teenage moviegoers

wouldn't be caught dead
near a Disney movie.

We were just waiting,
waiting for something, anything to happen.

On Monday,
we reported that Walt Disney Studios

was on shaky financial ground,
because of its troubled Film Division

and weak earnings
from the Epcot Center in Florida.

However, since that report,
there have been dramatic developments.

In just four days,
Disney stock jumped 16 percent,

topping off at around $58 a share.

Analysts attribute the jump
to two factors.

Splash, the youth-oriented comedy
about a mermaid in Manhattan,

stunned Hollywood by racking up
over $6 million in its opening three days.

That's the best opening for any movie
in Disney's history.

Another surprise, the resignation of
Roy E. Disney as chairman of the board.

He's Walt's nephew and son of Walt's
brother, the company's co-founder.

The real heartbeat of this company was,
is and will always be the film business.

Because from the film business
comes the ideas

that then generate new things
in the parks.

New promotions, new--

A kind of a sense of continuing newness
about the company in general.

And when that began to fail--

And I actually, somewhere along the line,
began hearing things like,

"Well, I don't think they really wanna stay
in the movie business,

because it's not doing very well
and we don't really even need it anyway."

And that gave me all sorts of problems,
because I, you know--

I remember saying at one point,
"Well, if you really think that way,

then what you're doing
is running a museum."

SCHNEIDER: People always talked
about Roy as the idiot nephew.

That was his nickname.

Nothing could be really further
from the truth.

He was smart, unassuming
and powerful.

You could easily underestimate him,
but you did so at your own peril.

In 1984, the corporate raider Saul
Steinberg turned his sights on Disney.

He threatened to buy the company,
break it up and sell the parts for a profit.

The board countered by paying Steinberg
a premium to buy back his shares.

It was greenmail.

For years,
Roy and his cousin-in-law, Ron Miller,

sat across the boardroom table.

And now the two were at odds

with how the board was handling
the takeover threat.

ROY: And we finally came to the conclusion
that we can't do anything on the inside,

because I'm the lone voice of dissent
on this board.

So I resigned
from the board of directors.

And it got enormous amounts
of attention.

I had a stack the next morning
of phone messages

that probably was three,
four inches deep.

One of the messages in that stack
was Eisner.

And I had known Michael

because he'd come maybe a year
before that on to the board at CalArts.

Michael wasn't an M.B.A.
He was an English major.

He grew up in New York,

where one of his first jobs
was programming kids' television for ABC.

SCHNEIDER: And Michael had an amazing
track record coming from Paramount.

He'd had hits, Oscar nominations,
Terms of Endearment.

He was a winner when he was hired
to come in and run Disney.

He also was a man
who liked to blow things up.

It was Frank Wells that gave Roy
the idea of making Michael the chairman.

Frank and Roy were classmates
at Pomona College in the early '50s.

ROY: I thought, you know,
Frank's more of a businessman

and Michael is a little nuts.

And the two together kind of in some ways
made me think of Walt and my dad.

So we began saying,
"How would you two like to take this job?"

There's been a management shake-up
in the Magic Kingdom of Disney.

Two Hollywood studio executives
have been chosen

to run Walt Disney Productions,

the first time outsiders
have been brought in at the top.

The Disney board of directors chose
Michael Eisner

of Paramount Pictures as chairman,

and Frank Wells of Warner Bros.
as chief operating officer.

ROY: The first goal, really,
of new management

is gonna be getting back
in the movie business

in a very serious way,

in the sense of not only
just making movies,

but coming up with new ideas.

Their partnership really
made the company special.

There was this perception that Michael
was a shoot-from-the-hip,

back-of-the-napkin kind of guy,

and Frank was very organized
and ran things in an orderly manner.

But in many ways, it was the opposite.
Michael was kind of the sane one.

And Frank, he did bold and crazy things,

like swimming oceans,
climbing the great summits of the world

and calling at 3 a.m.
to ask what Goofy's original name was.

Please welcome my mountain-climbing
Disney teammate, Frank Wells.

I figured out from this employee forum
what the difference is

between chief operating officer
and chief executive officer.

Chief operating officer is in charge
of doing dangerous things,

like when I have to fly here
with Tinker Bell on a tiny wire.

Chief executive officer,
he's in charge of funny.

Frank?

Hi, Michael.

ROY:
I came back to the company in 1984

and, rather cavalier way at the time,
said to Michael,

"Why don't you let me
have the Animation Department,

because I may be the only guy right now,
with all these new people coming in,

who at least understands the process
and knows most of the people."

The state of the art at that moment
was kind of waning

and the enthusiasm of the studio itself
towards it had not been real strong.

So I just felt a little protective about it.

MINKOFF:
And I was in John Musker's office.

And I think it was Steve Hulett
came in

with the memo saying that
Ron Miller had resigned.

And we were shocked
and it was a huge bombshell to go off.

But I thought it was,
you know, terrific news,

that maybe it meant that things were
gonna actually get better at the studio.

And John, I think, felt the same way.
He seemed pretty excited about it.

But Ron was worried,
in a sort of melancholy mood, said,

"It could always get worse."

It was an invasion from Hollywood.

The parking lot was jammed
with BMWs and Porsches.

And I remember interior decorators
tearing down walls

that hadn't been touched since 1939.

New Berber carpeting replaced
decades-old linoleum.

I couldn't figure out
what's wrong with linoleum.

I mean,
Walt Disney walked on that linoleum.

Even the snack machines
were being torn out.

Goodbye, vending machines.

KEANE: I had no experience
with Hollywood at that time.

My experience was with kindly old men
with cardigan sweaters.

And they would sit around
and pat you on the back.

And here's these guys hollering foul
language in the middle of story meetings.

And a splash of cold water,
suddenly a wake-up to reality.

You're in the real world here.

Hello. I'm Michael Eisner.

And welcome to
The Disney Sunday Movie.

SAWYER: Michael Eisner is the
irreverent kid from the Disney generation

who has taken over the toy store.

The money alone
is right out of Fantasyland.

His salary and stock options are worth
tens of millions of dollars.

He may look every inch
the company chairman

when he is taping the introduction to
The Disney Sunday Night Movie.

But in fact, he's having more fun
than any other boy on the block.

Look, Mickey.
Some of our friends are coming.

Hey, Minnie.

So one of the first things
that Michael did as CEO

was to bring in Jeffrey Katzenberg,
his colleague from Paramount,

to run the Film Division of Disney.

Jeffrey got his start in
New York politics,

working in the office of
Mayor John Lindsay,

where his affectionate nickname
was Squirt.

At Paramount Pictures,

he studied in the shadow of Barry Diller
and Michael Eisner.

And there his nickname was
the Golden Retriever.

At Disney, he really had no nickname,

because this was the place
where he could step out of the shadows

and make his mark on Hollywood.

EISNER:
I sought him out at Paramount.

We'd worked together.
He was just fantastic.

He was a worker. He was committed.
He was obsessed.

He made relationships.

If we found somebody good,
he would lasso him into our company.

He did it at Paramount
and he did it at Disney and he did it great.

KATZENBERG: So I always remember
my first day at Disney when I showed up

and I went to Michael's office
and he said,

"Come here,
I wanna show you something."

And I walked over
and he was looking out his window.

And, you know, from his corner,

he pointed down
to the Ink and Paint building.

He said,
"Do you know what they do down there?"

And I said, "No."

He said, "That's where they make
the animated movies."

I went, "Really?" He said, "Yes."
And he said, "And that's your problem."

The first culture clash happened
on a much-anticipated film

that was years in the making
and millions over budget,

The Black Cauldron.

- He's overwhelmed.
- He'd be jumping up and down.

- Jumping, clapping.
- He'd be like:

The younger guys were really impatient
and anxious to show what they could do,

but they felt
like they were being held back

by the remnants of the old guard.

While the older guys thought the kids
were brats and should get back to work.

In the case of The Black Cauldron,
we started with five books

and had to condense them down
into one.

KATZENBERG: In the first couple
of weeks I was at the studio,

I saw The Black Cauldron.

It was a very dark movie
and a very troubled movie.

"This is just way, way, way too violent
and too scary.

You have to edit
some of these things out."

They said,
"Well, you can't edit an animated movie."

I said, "Well, of course you can."
And they said, "No, you can't."

TARAN:
Hey. No, you don't.

KATZENBERG:
Honestly, you would think that

I was causing World War Three
at the studio,

because I literally said, "Well,
you get the film and bring it to an edit bay

and I'm gonna show you
how you edit an animated movie."

I mean it.

Jeffrey was hands-on, elbows-on,
sharp elbows-on.

You never knew
if he was gonna hug you or kick you.

He said in an interview around that time,
"We've got to wake up Sleeping Beauty."

Then Joe Hale, the producer of
The Black Cauldron, was furious.

"Who are these guys?" he said.
"Sleeping Beauty is awake."

He was fired not long after.

Black Cauldron cost
$44 million to make

and made less than half that
at the box office.

And, to add insult to injury,

it was beat out at the box office
by The Care Bears Movie.

Oh!

That day, Disney Animation hit bottom.

- This is Ron Clements again.
- Hello.

Explain a little bit about
Basil of Baker Street.

KATZENBERG: One of the first things
Roy did was he arranged one day

for us to be pitched the storyboards
for the entire movie.

KATZENBERG:
And for the better part of three hours,

literally the entire movie
was pitched to us.

You go through one storyboard,
then they bring another

and you'd sit there for hours and--

I couldn't remember
what was in the first storyboard.

It was a very hard process for me
to deal with.

I'd been used to dealing
in the script area.

KATZENBERG:
So when it was over, we all sort of said,

"Thanks very much," and, "Great job."

And Michael said,
"Walk back to my office with me."

So we walked back.
On the way back to the office,

he said, "What do you think?"
I said, "I have no idea."

[KATZENBERG LAUGHS]

And he said, "Neither do I."

I said, "Well, here's the thing.

We have 175 people and we're
paying them every day to come to work.

And we're gonna pay them
whether they make this movie

or they don't make this movie, so I guess
we probably ought to make the movie."

And he says to me,
"Well, that's exactly my feeling too."

The live-action business was booming
and Jeffrey needed offices

for his new stable of stars,
like Bette Midler and Robin Williams.

He wanted the animation building.

The news came down from the head
of animation, Roy Disney,

announcing that
the animators would have

to move out of the building
and off the lot.

What was going on here? I mean,

this was the building where Walt Disney
made Cinderella and Peter Pan,

and we were having to vacate?

All there was was this memo.

There was no meeting, no debate,
just a memo.

I guess Roy didn't want
the confrontation.

On our last day, 200 frightened people,

the remnants of Disney's
once great Animation Studio,

gathered on the steps
of the old Animation building

for one last photo before we left.

GABRIEL: So to carry that forward
into the new building,

which was in Glendale,
not a great area,

but the building itself was
such a gutted wretch of a building,

with just cinder block and torn-up carpet
and barbed wire around it

and broken bottles
on the crummy little parking lot.

CARTWRIGHT:
So, Ed, what are you doing nowadays?

I'm just emotionally under my desk.

Well, we were all pretty sure
that we'd be fired in a week or so,

so we decided to celebrate
the apparent end of Disney Animation

with a full-scale reenactment
of Apocalypse Now.

[DRAMATIC CLASSICAL MUSIC
PLAYING]

[SCREAMING]

We don't have long dark hallways
anymore. We got cubicles.

The warehouse was an open plan,
so you couldn't really hide.

It opened the place to frequent
and spontaneous communications

in the hallways, in the men's room.

- Come on in.
- Come on.

The barriers were down.

After the move, Jeffrey called a meeting
of all the animators,

so the crew could air their questions
and concerns.

So Jeffrey got up and said,
"Give me your best shot.

Hit me in the solar plexus.
Ask me anything. I've got rhino skin."

And somebody piped up and said, "We
don't think you know what you're doing."

KATZENBERG: And I said,
"Look, I'm here. I'm not going away.

And I'm more than happy to learn
and take the time and be educated by you.

The fact is that the last couple
of animated movies made

were not particularly good."

CLEMENTS: The animation meetings
were usually scheduled,

a lot of times, at 6:00 in the morning.

And so, yeah, I remember driving
to go to those meetings.

And then that sort of strange atmosphere
at that time of the morning,

and hardly anyone is awake or around.

ROY: He began calling meetings
for 8:00 in the morning on Sunday.

And I think it was about the second one,
I was just angry.

Because it's just such a total sign
of disrespect

for a lot of very talented people
who are working their ass off for you.

And I said, "Jeffrey, we gotta have
these meetings at some other time,

because I promise you, if you have
another one of these things at 8 a.m.,

I'm showing up in my pajamas."

- Aren't you proud of it, Mr. Disney?
WALT: Why, I'm so proud, I think I'll bust.

ALLERS:
I think it was right around the time of--

The Oscars were--
It was just around the corner.

And he said, "You know, I'm not interested
in the Academy Awards.

I'm interested in
the Bank of America awards," you know.

"What the money these things pull in."

And it was just absolutely
the worst thing to tell a room full of artists.

It was so discouraging.

ROY:
Jeffrey, one day, he said to me,

"You really need
to get your own Jeffrey Katzenberg."

And I began thinking and thinking,
"You know, it's right.

I can't do this by myself
and I'm not that talented anyway."

So the call I made was
to Bob Fitzpatrick,

who was in the Olympic Arts Festival
at the time.

He says, "I think I have somebody.
I'll send him over to you.

His name is Peter Schneider."

SCHNEIDER: I was living in a small
apartment with my wife and baby daughter,

and she said to me,
"Go get a job," you know.

I was naive. I had no baggage,
no preconceived notions.

I didn't care
what had been done in the past.

I knew that I could do no worse
than The Black Cauldron.

You know,
you can't fall off the first floor.

Peter was given the title
of vice president,

which, to the insurgent population
of animators, made him the Man.

And the main weapon to fight the Man
was the dreaded caricature.

PRUIKSMA: Well, Peter was
kind of a scary thing, you know.

A small frame, wiry, and, you know,
full of nervous energy. He was like, "Nyah."

TROUSDALE:
He looked like he was about 15 years old.

He had this perpetual smile
that everybody caricatured.

It was like this kind of wide-eyed,
predatory smile that really worried people.

PRUIKSMA:
You'd go into his office,

he would just sit all twisted up
like a pretzel. It was odd.

And he had a little button that closed
the door behind you when you went in.

When the door closed,
you'd kind of look back

and see if there were scratch marks on it
or something like that. Ha-ha-ha!

SCHNEIDER: When I got to Animation,
I knew I had a hundred days

to change the culture
before it changed me.

I was trying to empower people,

to make them feel good about themselves,
to value the work.

I brought in some of my own people
who'd worked for me in theater.

Kathleen Gavin, Maureen Donley,
Tom Schumacher.

- Sticky buns.
ANIMATORS: Sticky buns.

SCHNEIDER:
I brought in Lakers coach Pat Riley

to talk about winning and teamwork.

Peter picked apart every piece
of the production process.

Why are we punching time clocks?
Why are we making our own paint?

Why can't we update our animation pegs?
Why don't we have more computers?

What about training?

It had this feeling of a freight train
leaving the station at light speed.

You better jump on or jump off fast.

Most people got on and it was a wild ride,
an exciting time.

There was this team-sport mentality.

You can't play the game unless
everybody is firing off on all cylinders.

Even second string, you were hungry
to be part of this, to jump into the game.

There was an openness,
a permission, almost,

to be critical about anything.
Anything but the Marketing Department.

Marketing thought that the title
Basil of Baker Street

was a real head-scratcher
and they wanted to change it.

So Peter sent off a memo announcing
that they were changing the title to:

The Great Mouse Detective.

GABRIEL: The resistance was pretty
fierce and we all started trying things

to get it to be our way
and it wasn't gonna change.

One of the artists got the bright idea
to send out a fake memo, in Peter's name,

saying that now all the Disney films
will be renamed.

From now on, Snow White would become
Seven Little Men Help a Girl.

And Pinocchio would be
The Wooden Boy Who Became Real.

Peter saw the joke memo
as undermining his authority

and demanded to know
who wrote the memo.

The artists saw it as good clean fun
and kept the author a secret.

They even sent it up to Jeffrey's office
for added amusement.

GABRIEL:
Peter, I think his tires were slashed

or somebody busted his window
in his car in the lot.

Some, you know, really mature way
to handle the situation.

Peter came in and put us all
in the screening room

and just tore us a new one.

TROUSDALE: That was the fabled
triple-veiner that Peter had,

where, I mean, he was, like, levitating
and glowing, he was so mad.

GABRIEL: I think after that meeting,
we all kind of respected him.

What I love is he didn't say,

"Shut up.
If you don't like it, there's the gate."

He said,
"We're gonna make great films."

SCHNEIDER: And Jeffrey just laughed it off
and said, "Don't even worry about it."

And I think that cemented my relationship
with Jeffrey, in some weird way,

and also cemented my relationship
with the artists.

And as a bonus, the memo even ended up
as a category on Jeopardy!

TREBEK:
And finally, In Other Words.

In Other Words came about
as the result of a big foofaraw

that occurred at the Disney Studios
last year

when the employees staged
a minor revolt

when they changed the title of
Basil of Baker Street

to The Great Mouse Detective.

In Other Words for 300.

TREBEK:
"The girl with the see-through shoes."

- Marjorie.
- Who is Cinderella?

TREBEK:
Who is Cinderella? Good.

The Great Mouse Detective was released
in 1986 to good reviews

and respectable box office.

But there was a new animation threat
in town.

Steven Spielberg.

Steven loved the films of Walt Disney,
so he jumped into the game,

teaming up with none other
than Don Bluth,

the animator who kicked us
when we were down.

That year,
An American Tail quickly became

the highest-grossing
non-Disney animated feature ever,

beating out The Great Mouse Detective
by over $22 million.

ALLERS:
Oliver--

That's funny.

SCHNEIDER: When I first got there,
Oliver and Company was being made.

It had two directors.

CARTWRIGHT: This is Rick Rich.
- Hello.

CARTWRIGHT: This is George Scribner.
SCHNEIDER: I fired Rick Rich,

who was belligerent to me,

and kept George Scribner,
who sucked up to me.

It seemed like the right decision
at the time.

People who like you get ahead.

Peter brought his theatrical background
to the animation business.

He demanded that filmmakers pick
their own teams based on talent

and who they wanted to work with,
not on some form of institutional seniority.

If you didn't have a strong point of view,
you disappeared.

There was creative debate.
You had to defend your ideas.

It meant that more drawings went into
the trash than went up on the screen.

Throwaway drawings.
The drawings we just throw away

- that don't mean anything.
MAN: Tore it in half.

These are the ones
that we didn't even use.

Revisions. Every line a writer changed,
100 drawings go in the trash.

[SOFT POP MUSIC PLAYING]

SAWYER: And because the family name
is still the franchise,

the company still produces
a few of those Disney animated features,

even though they cost a fortune
to create.

The new one is an animated version
of Oliver Twist,

with Billy Joel and Bette Midler doing
the singing and barking and growling.

But the finished film may well require
a half-million frames,

each one drawn by an artist at a total cost
of more than $10 million,

more than it can make back
anytime soon.

Can you really afford

to do what you wanna do in animation
as much as you wanna do?

The answer is no,
but we're doing it anyway.

- We have to do it in this company.
- Have to?

We have to. That is our legacy.

WOMAN: The animation area,
the full-length animation,

you have made a promise
to do one film a year. Is that it?

- Well, Roy made it, so I'm--
- We jointly made that one.

Yeah, it's our intent
to make a new one every year.

Oliver will be the first in that group.

And Little Mermaid, the following year,
is on schedule

to be released a year from now.
And we think we can do it.

We're accumulating more and more
and better artists

and certainly more
and more experience as we go.

Helping to feed the coffers in a big way
was a machine called the VCR

that could actually play movies
from a cassette tape

in your own living room.

PAULEY:
The releasing of Pinocchio in video,

Disney was never gonna do that.

I thought that was carved in granite

that they would be held in storage for
seven years and then released carefully.

How was the decision made
to put them out in video?

I don't think there's been any more
careful decision than we have reached.

And we have reached it so far only
in respect to the one classic, Pinocchio.

It's out now this summer.
It's doing very well.

It's only after that that we'll slowly decide
what to do with the rest of it.

And after all, a video release this summer
hardly is gonna affect Pinocchio

when it's released theatrically
another seven years from now.

Pinocchio went out as a trial balloon
and made millions.

It was like a license to print money,
since there were no costs for the old titles.

But that immediately upped the ante
to get more titles into the pipeline.

So to find these new titles,
anybody, artists, secretaries, janitors,

could come in and pitch their ideas
in a gong show.

Some ideas, like Pocahontas,

were green-lit
from a single drawing and a title.

Others, like Little Mermaid,
were gonged at first,

because it was too much like Splash,
but came back later.

And there were all sorts of projects
being green-lit.

A sequel idea called
Rescuers Down Under, set in Australia.

Prince And The Pauper,
starring Mickey Mouse.

And an old shelved project

that Walt Disney himself considered
back in the 1940s, Beauty and the Beast.

SAWYER: Not only does the ghost
of Walt Disney, the creative genius,

keep Eisner awake at night.

When he first came to the company,

he discovered that executives routinely
made decisions by asking,

"What would Walt have done?"

ROY: To a certain extent, people,
somebody, would surely have said,

"Walt probably wouldn't
have done that."

We needed to break that cycle

and we needed to get out
into the whole town.

The argument that says, "Some dead guy
is trying to run your operation."

You can't do that.

I don't think Disney
is like the constitution.

I don't think we have to preserve it
and put it in glass.

I think it's a growing--
And if it's not growing, it's gonna die.

Our name is a fantastic asset

and it represents a terrific man
who was very creative.

And I'd hate to be the person
who shot himself in the foot and ended it.

I don't wanna leave that legacy.
I'd like to keep it going.

But I'd like to add to it.
I'd like to have new things.

What do you worry about?

Shooting myself in the foot.

[JAPANESE POP MUSIC PLAYING]

MICHAEL: Disney's net profits tripled since
1983 and the stock price is up five-fold.

Disney people are proud to call
themselves a Mickey Mouse operation.

According to most analysts,
the magic returned

with the appointment of Frank Wells
as president of the company

and Michael Eisner as chairman.

Under Eisner and Wells,
the new Touchstone Movie Division

became a production powerhouse,

turning out such hits as
Down and Out in Beverly Hills,

Ruthless People, The Color of Money,

and what amounts to a farm club
for feature filmmakers,

The Disney Sunday Movie.

1987 is off to a promising start
with the addition

of the Michael Jackson attraction,
Captain EO,

and the Disney/George Lucas
collaborative adventure, Star Tours.

The live-action movies, the parks,
the merchandise were all on fire,

but Animation,

well, we still seemed like a stepchild.

KEANE: And I gotta say, I was very
nervous about where we were heading,

where was the future of Disney going.

It seemed to be being driven
by a maniac at the wheel,

in terms of Jeffrey,
with his heavy foot on the accelerator,

driving full speed in a very crowded city.

- Action.
- Aaaggh!

An old development project called
Who Framed Roger Rabbit

shifted into hyper-drive when
Steven Spielberg became interested.

You know,
I have been influenced profoundly

by the films of Walt Disney,

especially the films from the '30s,
'40s and right through the '50s.

And I really feel that this is a movie
that we're making for Walt.

Back to the Future director
Robert Zemeckis

was signed to direct Roger Rabbit.

Bob and Steven made up
the creative team on the film,

while Jeffrey
watched the purse strings.

We always wanted the Disney technique,
the beautiful Disney animation,

the great Warner Bros.
characterization.

Yes?

ZEMECKIS:
And Tex Avery humor.

You know,
dynamite-down-your-pants type stuff.

And the rabbit's like--
Doesn't wanna go back in and Hoskins...

It was a trifecta of elements

that Bob knew he couldn't get
from the Disney Animation Department,

so he turned to animation veteran
Richard Williams

to animate the movie in London,

and Peter sent me to London
to ride herd on the animation.

It was a real stomach punch
for the guys back in Burbank,

but the truth was nobody really thought
much of Disney Animation back then.

The combination of Spielberg,
Zemeckis and Dick Williams

was like a talent magnet

and animators from all over the world
just flocked to the project.

So now there was a unit in Burbank
and one in London.

And Peter would travel back and forth
to rattle everybody's cage.

When he was in London,

he'd say how great the guys in Burbank
were doing on The Little Mermaid.

Then back in Burbank,

he'd brag about how great the guys on
Roger Rabbit were doing.

Nobody had attempted a movie
like this before,

and the budget just soared.

It got so heated that Jeffrey
summoned us all to New York

to tell us that we did not have
one more dime to spend on this movie.

No more money.

Then we all took limos, helicopters to
the airport to fly Concorde back to London.

He spent all this money on a meeting
to tell us we had no money.

- Animation...
- It was a very Hollywood moment.

Back home, Jeffrey was getting beat up
by Michael about the costs.

EISNER: We just had to put
a financial box around all this creativity.

And without that, the end result
would have been complete chaos.

KATZENBERG:
It created a tremendous amount of friction

and difficulty between Michael and I,

not because he didn't believe
in the movie. He did.

Financially it just became so expensive.

And Michael,
who is fundamentally conservative,

just got very, very uncomfortable with it.

Cut. Let's do it again.

KATZENBERG:
And I was unable to control it.

Who Framed Roger Rabbit
is one of those home runs

that Hollywood hits
every once in a while.

It's a movie like 2001 or Close Encounters
or especially like E.T.

that's a technical breakthrough
and a lot of fun both at the same time.

Roger Rabbit made headlines

and won Oscars for technical innovation
and returned just millions to the studio.

The top talent on Roger
was shipped back to Burbank

and put to work on Oliver and Company
and Little Mermaid.

It was like an injection of fresh, young,
international talent

that would pay dividends
for years to come.

Six months later,
Oliver and Company opened

on the same day
as Spielberg's Land Before Time.

Come on. Let's eat him!

SCRIBNER: Well, by the end
of the three or four months,

we'd made 55, 56, 54.

And we beat Land Before Time
and it was like--

I think a lot of people were like,
"Hey, there's something--

There's something here."

The chaos that Roy ushered in when
he hired Michael was starting to pay off

and suddenly everybody was happy
to be associated with Toontown.

INTERVIEWER: This is the first fairy tale
that Disney has done

MAN: Take two.
- in the last 30 years, three decades.

Why was Mermaid chosen?

Well, I mean, it was chosen
because we all went to a lunch

about three or four years ago
and all of us--

It was sort of a development-type thing.

And we were supposed to come in
with our three ideas.

I don't know if you can use any of this,
but this is sort of more the truth than,

you know,
what we may wind up saying later.

And basically they wanted to draw
on different ideas.

And one of the ideas that Ron brought in
was The Little Mermaid.

He had-- That was one of his three.

Jeffrey's friend David Geffen

called him about a songwriting team,
Howard Ashman and Alan Menken,

that he'd worked with on the off-Broadway
hit Little Shop of Horrors.

Peter had worked with them
on the same show as company manager,

so he brought them in
to work on The Little Mermaid.

SCHNEIDER: Howard was just coming off
a terrible disappointment

when his musical Smile
crashed and burned on Broadway.

He came to Los Angeles
to start over again.

Howard wasn't exactly the first guy who
sprang to mind when you said Disney.

He was born into a Jewish family
in Baltimore,

where he grew up on-stage in the local
Children's Theater Association.

He was gay, edgy, and loved musicals,
especially Peter Pan.

When I was approached
with an opportunity

to work for Disney, period,
I leapt at the--

I said, "What about Animation?
What about working in that department?"

That was what
I really wanted to do here,

much, much more
than anything, really, in live-action.

Because I'm really
a musical-theater person

and I do see a very, very strong
connection between these two media.

We had this character
in the original treatment, the script.

It was a crab character
that was kind of-- Would be--

Sort of look after the mermaid

and try to keep her out of trouble
and watch over her.

He was kind of a crusty, old,

- crotchety character
- The king's right-hand guy.

who worked for the king and was like
the conductor in the undersea world.

Howard said,
"Why not make him Jamaican?"

And our first reaction was, "Jamaican?"

I mean, it was like a total twist
on what we were thinking.

He rounds up all of these fish
and all of this stuff

to convince Ariel not to try
to become human.

And they more or less
put on a show for her

by playing all these instruments
and themselves.

Okay, we hear it start.

He starts establishing the rhythm.

The clams pick it up, and oysters,
and he's beating on lobsters, whatever.

It's all percussive

and it's all the undersea world
making the percussion.

[PERCUSSIVE MUSIC PLAYING
OVER SPEAKERS]

KATZENBERG:
There was electricity in the air.

I mean, there was real genius at work
and people knew it.

[SINGING]

Howard, in a salesmanship way, I think,

trying to treat it
sort of a little more off-the-cuff,

but I think he had written all the songs
five minutes after he got the treatment,

but said,
"Now, here, say you had a song,

say it was called 'Part of Your World.'

It could be anything,
but say it was called 'Part of Your World'."

And then he had a-- And Alan--

We were in Howard's apartment
in Greenwich Village and it was--

Alan came over
and played it on the piano.

And Howard sang it right there
and it sounded great.

[ASHMAN AND MENKEN SINGING
SOFT POP MUSIC]

So really try to work
with just the intensity.

It's like it's about all that emotion
and then not letting it all out.

- Not letting it out.
- Not letting it out, but having it here.

[SINGING]

That stuff. Really, it's--

- Am I still a little too loud?
- You're great.

- Better that time?
- You're great.

But you're right,
it gets a little bright here.

[SINGING]

The intensity is better than--

[SINGING LOUDLY]

- Is better than noise.
- Than Ethel Merman, right.

But you're not doing Ethel Merman.
It's inner intensity, though.

ASHMAN:
In almost every musical ever written,

there's a place, it's usually
the third song of the evening.

Sometimes it's the second, sometimes
it's the fourth, but it's quite early.

And the leading lady usually
sits down on something,

sometimes it's a tree stump
in Brigadoon,

sometimes it's under the pillars
of Covent Garden in My Fair Lady,

or it's a trash can
in Little Shop of Horrors.

But the leading lady sits down
on something

and sings about what she wants in life

and the audience falls in love with her

and then roots for her to get it
for the rest of the night.

[SINGING]

KEANE: I heard "Part of Your World,"
Jodi Benson singing that,

and it just captivated me.
I thought, "I have to do that."

And I went and told those guys,
"I really wanna do Ariel."

And they said, "Whoa, I don't know.

This is supposed to be a pretty girl.
Can you do that?"

I said, "Look, I have to do Ariel.

I can feel it in my heart."

MUSKER:
We were previewing for schoolkids.

And so the kids--

During that screening, a lot of the movie
was in black and white.

Certainly "Part of Your World,"
a lot of it was in story sketches.

KATZENBERG:
And the movie comes up on its feet

and we get to "Part of Your World"

and it's just not connecting.

The audience is restless.

I came out of that and just said,
"Don't think this is working."

MUSKER: So Jeffrey was bound and
determined to cut "Part of Your World."

It was just like,
"Guys, face reality, you know.

It's not working, it's not there.
We gotta do something."

And we pleaded our case.
He wouldn't listen to us.

Howard pleaded his case.

KATZENBERG: Howard Ashman said,
"Over my dead body. I'll strangle you."

MUSKER: But finally Glen Keane
went to Jeffrey and said,

"Jeffrey, you cannot cut this.

You're crazy.
This is the heart of the movie.

It's her whole dream.

And to cut that will really gut our
emotional involvement with our heroine."

KATZENBERG: He persuaded me
that the issue wasn't the song,

but other things that were not firing up yet
in the sort of rhythm of the movie.

And ultimately he was right.
Not only did it stay in the movie,

but it's one of the more memorable
moments in the movie.

MICHAEL: The sparkle is coming back
to Sleeping Beauty's castle.

Over the last five years,
the Disney Animation Department

has grown from a low of 150 artists
to its current level of nearly 550,

doing animation the old-fashioned way,

from character sketch, to pencil test,
to ink and paint, to the screen.

What The Little Mermaid represents,
I hope,

is kind of a renaissance period
for the artists themselves.

SCHNEIDER:
Jeffrey started discovering Animation

as a place where he could be artistic,
a powerhouse in the editing room,

and where he could be the frontman
to the press.

I think he realized something
very important to his future.

"I'm good at this. This is fun, it's mine
and it doesn't include Michael."

The press on Little Mermaid
was just spectacular.

And the box office, well,
was even better than Oliver and Company.

And there were loads of toys, books,
puzzles and lunch boxes

that just flew off the shelves.

Animation had a big hit on its hands.

SCHNEIDER:
Jeffrey and Michael started focusing on,

"Oh, if we have more titles,
it'll be better financially."

And I always fought for,

"Can you take some of those resources
and put them back into the business?"

Which was where CAPS came from,

CAPS being the Computer Animation
Postproduction System.

One of the technology guys, Lem Davis,
thought we could use computers

to paint the characters in our films
and digitally assemble all the artwork.

That gives us not only the opportunity
to do some really good art,

but it also gives us the opportunity
to really begin to explore

what these computers
and graphics things can do for us

in kind of shorter pieces
where we can get really a little crazy.

And I'm looking forward to all of us
getting a little crazy.

Roy went to Frank Wells with a proposal
to spend $10 million

on a computer system
that might not return a dime,

but would revolutionize the look
of our films.

ROY: So I just walked down the hall
and stood there in Frank's doorway.

Frank looks up and says,
"What are you doing here?"

And I said, "I'm just here to make sure
you sign that check, Frank."

Frank's check was handed
to Alvy Ray Smith,

the co-founder
of a small computer-graphics firm

that experimented
with character animation

and made Listerine commercials
on the side to make ends meet.

It was called Pixar.

The CAPS computer was thrown
into production on Rescuers Down Under.

It was unchartered territory.

The crew from Disney and Pixar worked
around the clock, sleeping on pallets,

nursing those computers
with duct tape and chewing gum,

and the deadlines and quotas
never stopped.

No, you don't want to hear my thoughts.
You don't want to hear my thoughts.

SCHUMACHER: What I remember most
of that period was feeling so brokenhearted

that we had attempted to make
a feature film using the CAPS system

before anyone
had even made a short with it.

We had never tested the system
before we committed

to a release date to make a movie.

KIMBALL:
And it's 3:00 in the morning.

Peter Schneider walks in
and looks over at me and goes,

"Well, is it working yet?
Is it working yet?" Ha-ha-ha.

And it's like,
"Oh, I don't need this pressure."

GABRIEL: My first film,
Rescuers Down Under, came out.

Phone rings at like 8 in the morning.
"Mike?" "Yeah." "Jeffrey."

"Yeah. So, what's going on?
What's the numbers?"

He said, "Made 5 million. It's over."

"Well, excuse me, what?"

"It's over. Forget it. Move on."

SCHUMACHER:
Jeffrey pulled all the TV advertising.

And I said, "Jeffrey,
I just can't believe that. You've pulled it?

There's no advertising, nothing?"

And he said, "Tom,
the movie just doesn't work. It's over."

And I started to cry on the telephone.

And then he said, "It's okay.

We're gonna move forward
and we'll do something else.

Are you okay?"

I said, "I'm all right." He goes,
"Okay, we'll start again tomorrow."

And then he hung up the phone.

Rescuers was the very first digital movie
produced in Hollywood.

And without it we would never
have achieved what would come later.

[BIRD CRIES]

Beauty and the Beast was up next

and the budget and schedule
were cut way, way back.

SCHNEIDER: We asked Richard Williams
to direct the film, but Williams declined

and recommended one of his protégés,
Richard Purdum, to direct instead.

Purdum was a very successful
commercial director based in the U.K.

MAN: Yeah.
KEANE: And then the horse rises up

- right underneath him.
- Yeah.

KEANE: Now he's riding on the rear end
of the horse,

hanging on to the horse's tail,

and one of the wolves grabs up
right onto the tail, yanks the horse,

and the horse rears up
and throws the guy off

and the guy lands on the back
of the wolf, riding on the wolf.

It was my first job as producer
and I wanted to get everything just right.

So I recruited a commando story team
of Disney artists

and we moved to London to set to work
on a non-musical version of the story.

After about six months,
we took the first 20 minutes of the film

to screen for Jeffrey.

WOMAN [ON FILM]:
Has my niece given you an answer?

MAN: Um, not yet.
I think she's playing the coquette with me.

WOMAN:
Forgive her.

HAHN: It wasn't perfect, but what was
the worst that could happen?

They weren't gonna scrap it and start
over again. That would be just insane.

It didn't work at all for us,
so we literally scrapped it,

the first 20 minutes of the movie,
and started all over again.

SCHNEIDER: Richard Purdum worked for a
few more months on Beauty and the Beast,

and when it became clear that we would
never make his version of the movie,

he resigned.

I recruited two young story artists
to be the acting directors

and moved the entire project back
to the warehouses in Burbank.

The spotlight kind of turned
on me and Gary,

which struck us as incredibly odd,
because--

The spotlight turned on us
like when you turn on the kitchen light

and the roaches are on the floor.
We were like, "What?"

[BOTH LAUGHING]

We didn't get away in time
and they caught us.

So we were made kind of the acting
directors of Beauty and the Beast,

- which meant--
- We had to act like directors.

Meanwhile, back in California,
Jeffrey threw his annual beach party.

SCHNEIDER: And there was Tom Cruise
and Bette Midler and Robin Williams,

all on the beach at Jeffrey's house.

And I remember being there
with Howard Ashman,

because after Little Mermaid,
Howard asked to go work

on this other thing he was desperate to do
for Disney called Aladdin,

at exactly the same time
Beauty and the Beast

was sort of falling apart in London.

Jeffrey buttonholed Howard,
as only he can,

and convinced Howard to write the songs
for Beauty and the Beast

even though Howard
didn't really want to.

WISE: Well, we got a phone call
from our boss.

"We want you to meet with Howard
and Alan and the whole creative team

and Beauty and the Beast is gonna
become a musical." We couldn't believe it.

So we ended up setting up shop
at the Residence Inn, upstate New York,

in Howard's neck of the woods.

And we started hashing stuff out
and throwing around ideas.

Initially it was very, very collegial.
It was very upbeat.

We were having a lot of fun.

But one of the things
that was a sticking point,

something that we didn't agree on,
was how to open the movie.

And Howard felt very passionately

that the movie should open
with a fully animated prologue

that showed the Beast in his prince form,
except he would be a little boy.

He'd be a naughty little boy.

And to Gary and I, we could not get past
this Eddie Munster image,

you know, of this hairy little kid
in Little Lord Fauntleroy pants.

To Howard, it seemed
incredibly moving and tragic.

TROUSDALE:
He was also very opinionated

and very articulate
and very intimidating.

And so we were scared of him.
It's like, "Okay, we gotta do this."

WISE: And so, you know, like the stupid,
naive, 26-year-old kid that I was,

I opened the meeting with,

"We think that the little Beast boy
is kind of a cheap shot."

And I think the word "cheap"
really set Howard off.

TROUSDALE:
And his mouth was a very tight line

and his eyes were getting
kind of bigger.

WISE:
I just saw the clouds darken.

I just saw his face darken.

And he just ripped into us
like I've never been ripped into before.

And no one leapt to my defense,
may I just add.

[WISE LAUGHS]

Thank you very much.

And the Oscar goes to:

[MOORE PANTING]

Alan Menken, Howard Ashman

for "Under the Sea"
from The Little Mermaid.

MENKEN: Oscar night, we won at least
three Oscars between the two of us.

He said, "When we get back
to New York, we really have to talk."

And so that was, what, a Monday night.

I think he was back
by Thursday morning.

I came in and he just told me.

I said, you know, "What is it?"
And he said, "Well, I guess you know."

I didn't, or I didn't let myself.
He said, "I guess you know.

I'm HIV-positive."

I think, or he maybe said,
"I'm sick," or something.

And I-- It was not what I wanted to hear.

[MENKEN SINGING INDISTINCTLY]

It seems like something falls out
a little bit there.

FRIEDMAN:
On, "sing you off to sleep"?

- Or should I have been up on that?
MENKEN: Yes.

[FRIEDMAN SINGING]

MENKEN:
You're very strong.

[BOTH SINGING]

Something needs to take off there--

Well, I know David had felt
that it had to build back in.

I mean, I remember you saying that.

That you didn't feel
you should jump right into tempo.

TROOB: Right.
- Do you want it to get faster sooner?

- You're asking--
- No.

- He's building into it.
- This is not a tempo question.

[FRIEDMAN SINGING]

- David--
- I know.

- The melody, it's neat. It's really pretty.
- Oh, good, good.

So you don't have to scream
to get over it.

Well, we're separate tracks, aren't we?

True. I just if wonder
what you're hearing in your cans--

Yeah, I'll play it up and play it down.

- We'll see which is better.
- Great. Great.

And similarly we should get at least one
on this build section.

[SINGING]

ROY: He was an amazing influence
on everybody.

And I don't want to compare him
to Walt,

but on the other hand,
he had that kind of influence on everybody.

Before Beauty and the Beast was finished,
we threw a big dog-and-pony show

for the New York press where
we showed some clips from the film

and Alan sang some of the songs.

KATZENBERG:
I don't think we could have ever imagined

a more enraptured reception
to the movie and the songs.

And we all were very excited about
the idea of sharing this with Howard.

We wanted him to hear the news.

SCHNEIDER: And then we all jumped
in a cab and we raced downtown

to St. Vincent's.

We rushed from the press presentation,

which, as rough as it was,
was a huge success.

We were high from it
and we came into the cold shock

of Howard dying in a hospital room.

His mother pulled back the sheets
to show us

the Beauty and the Beast sweatshirt
that he was wearing.

He was 80 pounds, had lost his sight
and barely had a whisper of a voice.

We shared with him what happened
that day and how amazing it was.

And how he was there in every way.

Then, when it was time to leave,
we said our goodbyes.

Before I left, I bent over and whispered,

Beauty and the Beast
was gonna be a great success.

"Who'd have thought it?" I said.

And Howard lit up
and whispered, "I would have."

[BELLE SOBBING]

COOK: Gary Kalkin, who was running
Publicity at the time, had a brilliant idea,

a scary idea, a dangerous idea
that perhaps an unfinished

work-in-progress screening
of Beauty and the Beast

could be a part
of the New York Film Festival.

So we actually screened
an unfinished version of the film

and I think we were all
on pins and needles.

We all were sitting there
holding our breath,

because we didn't know
what kind of reaction there would be.

And there was almost--
When the movie ended,

it was almost a pause
where you went, "1001, 1002,"

and then all of a sudden
the place just erupted.

WISE: I remember just being absolutely
slack-jawed, stunned, knocked over,

goggle-eyed with astonishment.

They applauded like they were
at a live Broadway show.

And I had never seen anything like that
in my life.

It was an emotional roller coaster
back home.

Beauty and the Beast
had thousands of drawings left to go.

Aladdin was grinding
through intense story changes

that left three of Howard's songs
on the cutting-room floor.

And Tim Rice was brought in
to finish up the lyrics on the new songs.

The work was intense,
the hours were long

and there was only one thing
that could stop it all: margaritas.

[PLAYING FLAMENCO MUSIC]

[SINGING IN SPANISH]

I tried very much to put myself
into this character.

It was a way for everybody
to decompress

after the long hours
and hideous meetings with Jeffrey.

By this time, we spent more time
with each other than with our families.

I mean, this was our family.

So we'd take a long break,
have some chips and salsa,

and with a little cheerleading from Peter,
we'd get back on the horse.

It's great.
This crew is the best crew. It's fabulous.

- Not very sincere, was it?
WOMAN: No.

HAHN:
Credit was always an issue,

and it seemed that everyone
was either taking credit

or not getting credit or not giving credit.

And the people who really deserved
the credit were being overlooked.

MAN:
And, action.

Hi, I'm Jeffrey Katzenberg,
chairman of the Walt Disney Studios.

At Disney, when we set out
to make an animated feature,

the first thing we look for
is a very special story

and unforgettable characters.

And that's just
what Beauty and the Beast is,

a great story
with unforgettable characters.

MAN:
Cut.

EISNER: I didn't care about credit.
I didn't care about any of that.

I had plenty of my own adulation
from places I didn't even want it.

The more Jeffrey promoted himself,

as long as he promoted himself
around an animated movie, I let it happen.

Roy went nuts.

Hello, my name is Roy Disney

and it's my pleasure
to introduce the home-video debut

of one of the greatest triumphs
of my uncle Walt's filmmaking career:

Snow White and the Seven Dwarfs.

SCHNEIDER: There's always been
that question, ever since Walt died:

Who's the next Walt Disney?

The media demands a central
charismatic figure.

And we demand it to sell our product.

Hello, I'm Michael Eisner,
chairman of The Walt Disney Company.

All of us here at Disney
hope you enjoyed the tour

and that it gave you new insight

into the magic of motion-picture
and television production.

We hope you come back
and see us real soon.

Whoa, whoa, what is now going on
in the studio?

KATZENBERG: Frank, of all of us,
was the most selfless,

and so he was able
to navigate a course

between strong
and growing personalities and egos.

And I always found Frank
the peacemaker, you know,

that he was like a marriage counselor.

ROY:
He was very much of a mediator.

SCHNEIDER: He was the person
you ran to when you had problems.

EISNER: Interesting thing about Frank,
he carried in his wallet

a piece of paper that said,
"Humility is the ultimate virtue."

You get it from the top
and you get it from the bottom

and are often left floating
somewhere in the middle

trying to establish a sense of direction
and purpose.

It was a delicate balancing act
that began to wobble

on the night of
the Beauty and the Beast premiere.

But I am delighted to be the first,

SCHNEIDER:
At the cast-and-crew screening,

there's tradition of everybody
getting up and speaking

and saying how great everything is.

SCHNEIDER: Until that night, I don't think
I was aware to the extent of the animosity

between Michael, Roy and Jeffrey.

ROY: Yeah, and I was sitting right
in the very first row in the corner seat,

looking up at him, saying,
"Announce it, Michael."

SCHNEIDER:
And Michael stood up and said,

"As part of the reward
of this extraordinary growth,

the amazing things you've all done,

Frank and I have agreed to build a new
Animation Building on the Disney lot."

It was the first time Jeffrey
had ever heard that.

KATZENBERG: In the moment,
I was enraged by it, because I felt,

"Wow, what are these guys
doing here?"

It was inappropriate.

And the subtext to that
was much, much deeper

than just the faux pas
of announcing a building,

you know, without having ever
even discussed it with me.

And it just showed
very deep-seated unhappiness

and competitiveness and ego.

It was all about respect.

That night, Jeffrey was looking
for the respect

he thought he'd earned from
Roy and Michael,

and it just wasn't there.

Lightning has struck twice with Disney's
Beauty and the Beast.

I'm hard-pressed,
had to go to the thesaurus

to find all the applicable adjectives:

Enchanting, bewitching,
captivating, charming...

Beauty and the Beast
opened to huge box office

and probably the most glowing reviews of
any animated feature since Snow White.

I've seen Beauty and the Beast twice
with my children.

I'm going to be back for more very soon.
It's a winner.

I was amazed
how much I enjoyed this movie.

I had heard reports that it played
at the New York Film Festival

- to a standing ovation
- Right.

- and I questioned those reports.
- I did too.

I said, "I can't see
the New York Film Festival standing up

- and applauding anything."
- Yeah.

Then I saw this movie and I heard it
interrupted by applause again.

[AUDIENCE APPLAUDING]

And the winner is:

Before the Oscar nominations
came the Golden Globes.

Beauty and the Beast,

Walt Disney Pictures,
Buena Vista Pictures Distribution.

When they announced our name,

I was sitting at what had to have been
the furthest table from the stage,

back with the busboys
and the valet-parking guys.

But this was a validation from Hollywood
that we'd never really seen before.

And maybe, just maybe,

this meant that animation was no longer
at the kids' card table in the kitchen.

We'd won the Bank of America award
for Jeffrey

and now the Golden Globe
for the artists.

The icing on the cake was yet to come.

Oh, thank you very much.

A lot of animators just tossed their
hot dogs and popcorn in the air at home.

So you've made some people
very, very happy.

[AUDIENCE LAUGHING]

- I'm pleased to announce
- Good.

that the motion pictures selected

as the Best Picture nominee
of 1991 are:

Beauty and the Beast,

[AUDIENCE CHEERING]

Don Hahn, producer.

Beauty and the Beast got six nominations,
including a nomination for Best Picture.

Now that really sets a record here,
because in the history of Disney,

Disney has only
had Best Picture nominees twice,

once for Mary Poppins
and once for the Dead Poets Society.

So that was a great honor for
Beauty and the Beast.

COOK: When we first heard
that Beauty was nominated,

it was like an electrical charge
that went through the entire studio.

WISE:
I just came unglued.

I did a dance around the house
in my underwear.

And my phone just rang
for the rest of the day.

Congratulatory messages
and telegrams

and boxes of candy
were showing up at my door.

It was nuts.

I was queen for a day.

We came to the Oscars in
our rented tuxedos and fancy ball gowns

and all I could think of was,
"How did we get here?"

And the Oscar goes to:

[DRUMROLL PLAYING]

The Silence of the Lambs.

Well, we didn't win that night,
but, boy, did we get invited to the ball.

The next day, it was back to work.

- Hi there.
LASSETER: Hi, Ron.

CARTWRIGHT:
This is Ron Clements, once more.

He moved out of his tiny little room.

- What are you working on right now?
LASSETER: Aladdin.

These are sketches from Aladdin,
another Academy Award winner.

Who knows, you know?
You'll know better a few years from now.

KEANE:
By the time Aladdin came,

the animation marathon was really
beginning to tell on the physical strength,

I mean, just in terms of endurance.

Now there was this,
"Okay, how are you in the long run?

Can you keep going?"

Many of the artists had physical problems
with their carpel tunnel syndrome.

And I remember on one day,
it was the Day of Atonement.

Jeffrey came to the studio
and asked everybody to sit down with him

and just tell him what it was like
to work with him.

And he said, "Just be honest with me."

People started to share what working
at Disney Animation was really like.

Some people couldn't have a family,

because they really had no way of being
able to raise kids in this kind of pressure.

For me, holding a coffee cup,
my hand would shake,

was just shaking so badly,

because I'd been animating
the whole night before.

It was the only time that I had seen Jeffrey
with a tear in his eyes

from just being moved
by what he was pushing the artists to do.

And he said, "This is not right.
You have to have a life."

Nothing changed. In fact, it got busier.

And it would have been easy to blame
Jeffrey or Michael for pushing hard,

because they were, but, you know,

the truth is that the artists were pushing
just as hard.

The rewards were pouring in,
so we all kept trying to top ourselves.

Suddenly, there were bonuses

and the parking lot was just full
of BMWs and Porsches.

We were getting a new building

and people were getting lawyers
and agents and appearing on talk shows.

You always look into somebody's eyes

and if you're going to make
a mistake in the drawing,

- don't let it be in the eyes.
GIBSON: Right.

KEENE:
That's where everybody's reading it.

DURAN: It's interesting, because
that was also, personally as an artist,

when our salaries went up.

When everybody became rock stars.

When it looked like you couldn't stop it.

Even with the sacrifice, the cold dinners,
the nights away from family,

we were living the dream.

- Raises. More money.
- Cut that.

Disney became the place to be
for animation.

Alumni like Tim Burton and Henry Selick
returned to the studio

to make a stop-motion movie,
The Nightmare Before Christmas.

And Peter tried to hire John Lasseter
away from Pixar,

but John insisted on staying
with the struggling start-up company.

So Peter struck a deal with John

to direct a computer-animated
co-production with Disney,

the first of its kind,
a buddy picture called Toy Story.

There was already a satellite studio
in Florida

and now production started
on A Goofy Movie

at another studio in Paris.

Rehearsals began on the new Broadway
production of Beauty and the Beast.

Five years earlier, the care and focus
was on one picture at a time,

and now there were five movies
and a Broadway show

in very active production.

Everybody was spread too thin.

I don't care what I am. I'm free!

Offer void where prohibited by law.
Ha-ha-ha!

Master, I don't think you quite realize
what you got here.

Aladdin opened on
Thanksgiving weekend, 1992.

It was the first animated feature
to gross over $200 million.

SCHNEIDER: These movies
became the heart and soul,

once again,
of The Walt Disney Company.

The entire company rallied around them,
sold merchandising,

put them on TV,
made specials about them,

became characters in the park,
became rides in the park.

It was an extraordinarily heady
period of time.

We could do no wrong.
Everything we touched turned to gold.

Every movie was bigger
than the last movie.

MUSKER:
And it was great just to see people--

The stigma of animation
being just a kids' medium

kind of get peeled away
by these various films.

[SINGING]

[SINGING]

HAHN: While we celebrated
the success of Aladdin,

the next movie
was bearing down on us.

It was a coming-of-age story
that everyone called Bambi in Africa.

MINKOFF: I remember having
seen a documentary called

The Eternal Enemies:
Lions and Hyenas.

I mean, it was so incredibly powerful
and dramatic and intense.

And I thought,
"Wow, if this movie could capture,

you know, a tenth of the power of
this documentary, then it would be terrific.

[GROWLING]

FOWLER: He's just saying hello.
He's saying hello to you, by the way.

[ANIMATORS LAUGHING]

You notice that they are
very contact-oriented.

He just walked under
this man's leg just then.

WOMAN: And in this case, the yellow
caution tape really does mean caution.

MINKOFF: We'd been working on it
for a couple of months,

and then Jeffrey calls
a breakfast meeting.

And in the meeting, we have the whole
crew from Pocahontas and Lion King.

And Jeffrey says,
"Pocahontas is a home run.

It's West Side Story, it's Romeo and Juliet
with American Indians.

It's a hit.
It's got hit written all over it.

Lion King, on the other hand,
is kind of an experiment.

We don't really know if anybody's
gonna really wanna see it."

And after that meeting, absolutely no one
wanted to work on Lion King.

SCHUMACHER: No one had any faith
in that movie, which is, actually--

If there's a lesson in The Lion King,
it's "nobody knows nothing."

We start with Simba in a secluded glade.
He's kind of contemplating life,

when he looks up and sees the stars
and is reminded...

KATZENBERG: The kernel of that idea is
something that actually originated with me.

It was really about that moment
in each of our lives

in which we sort of have to grow up
and take responsibility.

We have to take our place
in the circle of life.

It's allegorically a young person born
with a future that's to be fulfilled,

who has to go through a lot of difficulties
to get there,

and most especially,
who has to learn to believe in himself

before he can become
what he is fated to be.

It became more and more
this Shakespearean tale

about the responsibilities of leadership.

And in a really strange way,
it seemed almost autobiographical,

all about the brinksmanship that can arise
in this competitive male environment.

SCHNEIDER: I came out of a story
meeting and ran right into Frank Wells.

And he asked me,
"How are things going on The Lion King?"

I said, "Great.

We're making a movie
about ourselves."

It's a Disney fantasy, your life.

At the moment. I never thought
I would be a CEO of a company.

I never thought I would run Disney.

I'd like to freeze everything right now.

I'd like to just freeze.
I'd like to stay my age. I like my age.

I like my wife's age.
I like my children's age.

I like the way Disney is going.

This is your big night.

[GIRL SPEAKS INDISTINCTLY]

EISNER:
Yes, it is.

I'd like to freeze my life right now.

It was Easter Sunday, 1994.

And a single event
in Nevada's Ruby Mountains

would set in motion
an unimaginable chain of events.

The helicopter had flown approximately
a mile down the canyon

before it crashed into a rugged hillside
at approximately 7,200 feet.

This is the only helicopter crash and
the first fatality in the company's history.

[SIGHS]

There are some griefs
that have to be shared.

Likewise, there are some joys
so overwhelming

that they should be shared as well.

And while we all give Frank's death
and grieve it,

we all share the joy
of having known Frank.

That is why we are here today,
to remember--

To remember and to celebrate,

to pay tribute to one man
who had magic

and to share the magic with him
through his whole creative life.

The songs and music you have heard
and will hear today

are not the songs of music
of sorrow or of death.

They are the songs
that Frank Wells enjoyed--

These are the songs
that Frank enjoyed during his life.

I would now like to introduce the man

who thought up Frank and me
for this job, Roy Disney.

[AUDIENCE APPLAUDING]

That was it?

[AUDIENCE LAUGHING]

My speaker's off.

This is a fantastic, wonderful,
unbelievable human being.

Okay?

[AUDIENCE LAUGHING]

Okay.

SCHNEIDER: Frank was the peacemaker
amongst all these tremendous egos.

And when Frank died,
there was no one to talk to.

KEANE:
Nobody knew what to say.

It was a very strange quietness
that overcame the studio,

just wondering, "Now what?"

And that is a little baby cub.

And he is just the cutest thing.

And this guy is gonna grow up
to be 750 pounds.

[BOTH LAUGHING]

Ever since Frank's death,

Jeffrey was lobbying for Frank's job
as president of the company,

but Roy wouldn't have anything
to do with it.

He already felt uncomfortable with the
amount of press that Jeffrey was getting.

KATZENBERG:
I was out front on these movies.

I was selling the films.

The more successful they were,
the more attention came to me,

the more I was able
to get attention for the films.

MAN: He's getting restless, so shoot away.
KATZENBERG: Yeah, okay.

MAN: That's it.
KATZENBERG: There we go.

Great, good. Pancho, good. Pancho.

KATZENBERG:
At the time, I think many people felt,

well, am I doing this for me
and my own career?

I think Michael became very competitive
with me at some point in this.

He was uncomfortable
with the amount of attention

and recognition that I was getting for it.

I think Roy
was extremely uptight about it.

[BOTH SINGING]

MINKOFF: Jeffrey was gonna come in with
a reporter from The Wall Street Journal

and he was gonna follow us around
to show how the movie got made.

And Jeffrey performed for the journalist

and we created what looked like a slice
of how the movie actually got made.

And in that article, Jeffrey was proclaimed
the guy who was saving Disney Animation.

ROY: I think that was kind of a last-straw
kind of a thing for me.

I was just incensed by that.

TURNER: This is the vaunted Walt Disney
Company's animation machine in action:

collaborative, confrontational,
extravagant, exacting,

and under the meddlesome, protective
hand of Mr. Katzenberg, wildly successful.

The studio that invented
the animated movie in the 1930s,

but stumbled badly in the past decades,
is back with a vengeance.

It has produced an unparalleled
string of blockbusters,

from The Little Mermaid
to Beauty and the Beast to Aladdin.

In fact, counting ancillary activities
like merchandising,

video sales and theme-park attractions,

Disney's animated movies
are simply the most successful products

in the history
of the entertainment business.

It was the president
of Walt Disney Studios

versus the king of the jungle
in Las Vegas Sunday night.

And luckily, Jeffrey Katzenberg
can live to laugh about it.

KATZENBERG: You know,
the final moment that was literally--

And I knew it, the day it happened.

--the straw that
broke the camel's back is

there was an article that
Rich Turner wrote

in The Wall Street Journal
about Lion King.

And it was so interesting,
because when I got up in the morning,

I read the paper, you know,
very early in the morning

and I remember saying to Marilyn
before I left for work, I said,

"Well, this is over.

This is the nail in my coffin."

[AUDIENCE GASPING
AND LAUGHING]

It is now 22 minutes before the hour.
I'm over 50 years old

and every time Disney comes out with
a new animated movie, I rush off to see it.

And all this week,
we're gonna be looking at the magic

that has created
the new Disney animated feature.

It is called The Lion King.

So you all test this, these things.

Tell me, give me a little--
Give me a taste.

What is the test on The Lion King?

First of all, we don't believe in research.
I never have.

- Really?
- Never.

That being said, it's the highest-tested film
we have ever had.

I'm very proud to be part of it.

And to be proud part of that great tradition
of Disney animated features.

Hakuna matata, which of course,
in Swahili, means "500 million worldwide."

Actually, hakuna matata,
in Swahili, does mean "no worries."

And, boy, judging from the success
of The Lion King,

it is safe to say that at this point,
Disney Studios, which made the movie,

has hakuna matata.

ANNOUNCER:
We're live from Los Angeles.

REPORTER: And here coming up
on the red carpet is Matthew Broderick.

About four years ago,
we all decided we were gonna make it,

and so, you know,
you fall in love pretty soon after that.

So four years ago, I would say,
"Well, yeah," but now, it's great.

By the time The Lion King
premiered in Hollywood,

the press had picked up
on the tensions

and Jeffrey waved off all interviews
on the red carpet.

KATZENBERG: I had lunch with Michael
and, you know, he said to me,

"I'm not interested
in having you take this job.

Even though I said I was
and promised you that you were,

I've changed my mind."

And I said to him, "Fine, I understand.

But, you know, in changing your mind
and deciding to do it,

you know, it really says to me
I have no future here."

EISNER: Jeffrey was a very good
executive. He just played it wrong.

Had he been happy to stay at the studio,
stay in his job,

not push everybody against the wall
at a moment when somebody had died,

he would have gotten the job,
had he just had the patience to wait.

HAHN: Whenever you're comfortable.
- You are rolling?

HAHN: Yeah.
- Okay.

With all the many varied businesses
this company is in, it is...

The cast-and-crew premiere
was coming up fast.

It was tradition for all of us
to get up on-stage

and give warm thank-you speeches.

But this time, I decided to film
all the speeches instead.

--an unbelievable job
over the last decade,

culminating in Lion King,
and pushing forward...

Soon after,
Michael complained of chest pains

and was rushed to the hospital

where he underwent
quadruple bypass surgery.

All right, I gotta just--
Mind on other things.

Ten years after he ushered Frank
and Michael into the company,

and with Animation
at the height of success,

the wheels were coming off the car.

You're not rolling, I hope.

MAN:
Anytime.

Well, I just wanna personally say
thank you to everybody

for another absolutely incredible job
on another marvelous movie

on the way to the next great movie.

Ten years ago,
when we arrived here at Disney

and Roy took Michael and I in hand

over to the second floor
of the Animation Building,

and with Ron and John, walked us through
those initial storyboards

for The Great Mouse Detective,

there's not a chance in the world

that with all the imagination
I could muster

that I could envision ten years later
being here

and having the kinds of movies,
collaboration and pride

that I feel having been a part
of this extraordinary team

called Disney Feature Animation.

For me, it is what makes coming
to work every day so special.

And to all of you, I'm not sure
I can ever tell you how much it means

and how much I love being part
of your family.

And how proud I am to have been a part
of these movies with the best in the world.

Thank you.

After the opening of The Lion King,
he resigned.

EISNER:
Go to any institution, any university,

any hospital, any corporation,

any home, any house. You know what?

The human condition overshadows
bricks and mortar every time.

And it's about fear and envy
and jealousy and comfort

and love and hate
and accomplishment.

Every institution has it.

Were we a bunch of artistic,
emotional people

running around, screaming and crying
and ranting and raving?

No, it was an organized group of people
working together, saying,

"Let's put on a show."

After all that drama, the late nights,
the cold pizza, the bruised egos

and all those hours away from family,

in the end, nobody will remember
who did what to who,

but they will remember the characters
who leapt from a pencil onto the screen

and into the hearts of the audience,
and that's how it should be.

I just don't think anything is quite
as magical as a Disney cartoon fairy tale.

There's just nothing like that.

[SOFT POP MUSIC PLAYING]

And now the grand finale.

[UPBEAT MUSIC PLAYING]

- Hello, out there.
- Hi, how are you?

- Hi.
- Hello.

- Hello.
- Hi.

Hi, and...

Oh, hi.

Hi.

- Hi.
- Hello.

- Hi.
WOMAN: Can you say hi?

[IN BRITISH ACCENT]
Hello, this is simply not good enough.

MAN: Linda, do you have enough air?
WOMAN: Yeah?

- Try me.
- Just it feels great to be here.

We were both riotously drunk
and we were thrown in jail.

Game!

Okay, Goofy,
let's see what you got. Oh!

[CREW LAUGHING]

I knew something was up.

[BOTH SPEAKING INDISTINCTLY]

- Hello.
- Hi.

- Hello.
- Hi, Mom.

Hi.

[GROANS]

Let me out of here. Let me out.

Hi. We're going 130 kilometers
per hour here

through the French countryside
and I'm not wearing any pants.

[PEOPLE LAUGHING]

Disney, number one.

I love it here!

- And I wanna...
MAN: All right.

[PEOPLE LAUGHING]

MAN: Okay, ready?
- Burgess Meredith first?

[SPEAKING GIBBERISH]

Come on, Aladdin.

[SPEAKING GIBBERISH]

I don't know what I'm saying.
Just go with me!

I'm kind of a little self-conscious.

[LAUGHS]

It's about time it's coming out.

See here.

Oh, my breast.

Roger has no weak spots.

- I started in 1945.
- Yes, I called you the kiss-ass of cleanup.

Oh, dear, I've said too much.

I'm gonna ask you a question
before I continue.

Am I allowed to mention
Jeffrey Katzenberg?

Tell him just to put a sweater on.

[SINGING]

[BOTH SINGING]

[CROWD APPLAUDING]

[CROWD CHEERING]

[CARTWRIGHT SINGING
TRADITIONAL POP MUSIC]

I'm stuck for the rest of it.

[TRADITIONAL POP MUSIC PLAYING]