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( SOFT MUSIC PLAYING )

( MOVIE PROJECTOR RUNNING )

WALT (V.O.)
When I was just a young boy

in Marceline, Missouri...

I became interested in drawing.

I sold my first sketches
to neighbors...

when I was only
seven-years-old.

To tell the truth, more things
of importance happened to me...

in Marceline than have
happened since.

My father taught me the
importance of honesty...

and a good reputation.

I watched him take risks...

and I learned about hard work
and persistence.

Walter! You scribbling
on that barn again?

So help me, God!

WALT (V.O.)
My father never understood me.

He always thought I was
the black sheep of the family.

But my older brother Roy
would say,

"Hey, kid, I'm for you."

Walt!

WALT (V.O.)
Go for it. He encouraged me.

And I'd do anything
to get attention.

What is this kid doing?

He's saying goodbye
to his friends.

His friends--

Walt, it's time to go!

He's talking to a pig.

He's just a boy, Elias.

His fascination with animals
is your family's doing.

He wouldn't have this problem

if your sister never gave him
that sketchbook.

My sister?
Don't say anything.

You saw what
he did to the barn.

She should have
given him a book

of arithmetic, grammar...

something a boy can use.

WALT (V.O.)
When my father

became seriously ill...

we sold our farm
and moved to Kansas City.

I started out to be an actor.

Had stage ambitions, too.

Had a friend also named Walter.

We had a vaudeville skit
that wowed the kids...

so we felt we were great stuff.

Billed ourselves The Two Walts.

Hey, I decided...
I want to be an actor.

I impersonated Charlie Chaplin,
won several prizes...

even though we got the hook
the first night.

( CROWD BOOING )

WALT (V.O.)
My father frowned

on show business...

so I would sneak out

and meet Walt Pfeiffer
at a local theater.

At 13-years-old,
I remember seeing

that a frame of a film
print was just a picture.

And I thought,
"I could draw that."

From then on, all I ever
thought about was animation.

I wanted to be an artist.

I obsessed over it.

It was my life. It drove me,
it was my passion.

Now matter how much trouble
it got me into

at school
with my teachers.

What are you doing?
That is school property.

Is that what they teach you
out in farm country?

Lift your desk.

Lift it!

Put your hands inside.

Agh!

But it was always my dream.

But as we all know...

dreams don't come true
without a lot of failure...

and hope.

( HORSE WHINNIES )

When I was 16,
I dropped out of high school...

and tried to join the Navy...

but I was rejected
for being underage.

So I signed up
for an ambulance unit...

that didn't care
if I was too young.

When I got back,
I had a maturity,

I was settled.

I then was able to kind of

line right up
on an objective...

and I went for it.

Walt!

Roy, your brother is here!

Hello, Edna.

Look at you.

( SOFT MUSIC CONTINUES )

Welcome back, soldier.

Hello, old man.

How are you, kid?

I'm better now. It's good
to see you, Roy.

I'm glad you finally made it,
you look great.

Thank you for letting me
stay here.

Absolutely, but you only have
a few weeks

before our renter comes.

Renter?
You have someone moving in?

He's the one that's moving.

I'm going to California
in a week.

California?
Yeah.

What's in California?

Roy's been a little sick
lately, Walt.

It's nothing.

I'm just going to make sure
everything's all right.

There's a Veterans hospital
out there.

Sick? Sick with what?

He's going to be fine...
just fine.

Isn't that right, darling?

It's nothing.

Now you just worry about

getting yourself
on your feet, okay?

Roy called a favor in
to a friend.

You have a job interview
in the morning.

That's right,

now let's find you a jacket
for tomorrow.

Look fancy, but not that fancy.

WALT (V.O.)
I didn't know what to expect

at the interview.

I didn't necessarily
have a portfolio,

just all these corny
drawings...

I had done in France
during the war,

of the fellows finding cooties.

Mr. Disney?

Yes, ma'am.

Mr. Pesman will see you now.

What about us?
I've been here for hours.

Oh, you're next.

And you went to the Art
Institute here in Kansas City?

Yes, and in Chicago,
when I was in high school.

These drawings of soldiers...
you were in the war?

I tried, I got there
a little late.

I served in the Red Cross
Ambulance Corps.

Yes, the soldiers were all
so afraid of cooties.

And you were not?

No, sir, it's just
they had served at war

and faced bombs and gas...

and now god forbid someone's
blanket touch them.

These drawings are good.

I take you one week on trial,
yes? After we talk salary.

Uh, well, where do I go?

Home... you start work
on Monday.

Great. Thank you, sir.

WALT (V.O.) Finally,

Pesman offered me a job...
See you Monday.

at a salary of $50 a month.

During that one week
trial period,

I worked at this
drawing board...

and during the day,
I never left it.

If I had to go to the toilet,
I just held it until noon.

That's about the time

I made the acquaintance
of Ubbe Iwerks.

Hey.

It's you with your crazy hair.

What are you doing?

He speaks.

It'll ruin the artwork,
put it out.

You know,
you're the only person in here

who works harder than me.

I'd like to keep it that way.

You ever take a break?

Do you ever stop talking?

Walt.

Ubbe... now get back to work.

WALT (V.O.) In the six weeks
that I worked there...

I learned tricks
of the commercial trade.

Until Pesman lost
a large tractor account,

which required him
to let me go.

At least if I was in a theater

I would expect it to end
when the show was done.

I'm sorry you lost
your job with Pesman.

You'll find something.

You can become an actor.

I'll be fine.
The question is...

will you be okay?

He's going to be just fine.

Edna, no, don't start
with that, okay?

We've been over this,
I will be fine.

The Navy has the best
TB treatments in the country,

you know that.

I'll miss you.

After I settle in,
you'll come out and see me.

It'll be sooner than you think.

I just-- I don't understand
why you have to go alone.

It doesn't make any sense.

What happens
if you get sick on the train?

You're being silly, honey.

Look, where will we stay,
in the hospital?

He's a tough cookie...
don't worry.

Everyone stop bothering me,
I'm going to miss my train.

Take care of her, okay?

You know I will.

I can't believe
they let you go, too.

The other guys have wives
and such. I live with my mom.

But that's no reason.

It should be about
the quality of the work.

Why is it that people
who run things

always lack vision?

I don't think it have anything
to do with vision.

They just didn't have
the money to pay me.

Times are tough,
that's for sure.

I've been looking
for work for months.

Back to delivering newspapers
just to make ends meet.

Well, ever since
my dad left my mom,

it's pretty much up to me.

( SOFT MUSIC PLAYING )

What?

We've got too much talent,
Ubbe.

I've been thinking, you and I
could make a pretty good team.

What are you saying?

Have you ever thought
of having your own studio?

No... I'm just an artist.

You're more than that,
but so am I.

I don't know anything
about business.

Well, neither do I,
but we could learn.

Disney Iwerks.

Sounds like an optimist.

Hah... optometrist.

Right.

Iwerks Disney?

That's not much better.

It's perfect.

Where are you going?

We got a company to start.

Well... what do you think?

It's a barn.

It's our company headquarters.

[UBBE]
But it's a barn.

I have been developing
the latest technique

in animation.

Forget about
that cut-out method

we were using at Pesman's.

We are going to create things

the way that
the theatrical cartoonists do.

And you can draw
fast enough for us to do it.

( MUSIC PLAYING )

That's your desk.

WALT (V.O.) There we were,

our little commercial art shop
was born.

I sent a letter to my mom

to get the $500 I had earned
while I was in the Red Cross...

from drawing caricatures
for my friends

to send to girlfriends
and families back home.

My parents sent me
half of the money,

which was enough
to get started.

Just right up here, boys.
Ubbe, look who's here!

Ah, hey, Fred.
Hi.

He's coming aboard
to join the team.

Pesman fire you, too?

No, this is just
my after-hours endeavor.

This is my brother Hugh.

Hi.
He's a first-rate animator.

Welcome to our corporate
headquarters.

Fred's told me a lot about you.
Interesting, uh, haircut.

Yeah, thanks.

Quite a palace you've got here.

I told you, Fred,
it's just a start.

It's only the beginning.

Nowhere to go but up.

Let me show you
what we're working on.

I've already created

several animations
based upon local happenings.

How so?

Pesman always had us
drawing about news stories,

because that's what sold.

Right.

So I've created animations
based upon the same happenings.

Take a serious story
and make people laugh.

See, I read the paper,
and I take the headline...

and make that into
an animation.

Pot holes, a serious problem
in Kansas City.

Perfect, let's do that next.

Pot holes?

Says right here in the
Kansas City Telegram.

So, we're going to tell people
news they already know.

I guess that's why
they call it a tell-egram.

We're not going to
tell them anything,

we're making people laugh.

A Laugh-o-Gram...

Laugh-o-Gram?

That's it. Ubbe,
you're great with lettering.

Can you create
a title card that says,

"Newman Laugh-o-Grams"?

So these are going to be shown
in Newman's theater?

Is he asking to buy
a Laugh-o-Gram?

No... but he will.

Mr. Newman...

What can I do for you?

I have an animation here

that might be of interest
to your theater.

A sort of bonus reel
on local Kansas City issues.

The pot holes, for instance.

Aren't you too young
to make Felix the Cat?

That's not mine, sir.

That's too bad,
because he's the biggest star

in Hollywood and that's
what my theater shows.

Well, I have
something much better.

Sure, you do.

All my animations are assured
to please all audiences.

All I'm asking is that you take
a look at my team's work.

[NEWMAN]
Are they expensive?

No, sir, 30 cents a foot.

Okay, then, it's a deal.

[WALT]
Yes, sir.

WALT (V.O.)
I was on my way.

I was ready to animate
my next idea,

fairy tales,
but set in modern times.

using the same satirical style
as Newman Laugh-o-Grams.

It's happening, Roy. Not only
did I get my own place...

but I have a new team together

and we've sold
our first animation.

Well, that's great news!
Edna told me you moved out.

Oh, and they're going to be
shown in Newman's theaters.

That's a big deal. How much are
you making for each animation?

30 cents a foot.

[ROY] And how much
is it costing you? Walt?

30 cents a foot.

So you're selling at cost?

I forgot to add in profit.

Walt, Walt, Walt--

you got to get your head
out of the clouds.

It's okay, don't worry.
It's only a start.

( KNOCK ON DOOR )

Walt! What a pleasant surprise!

How is the business going?
Good.

Your brother tells me
you sold some work to Newman.

Yes, that's what I'm here
to talk to you about.

Well, how can I be
assistance to you?

With this new contract,

I'm looking to grow
the company...

and bring on new investors.

Well, how much we talking?

$2,500.

$2,500... that's a hefty sum.

My family and I have known you
for a long time, Doctor.

This is a great opportunity--

I believe in you, Walt...

but this is going to be
a one-time loan.

Yes, sir. I understand.

I'm going to send Ralph over.
He'll draw up the papers.

In the meantime,
this should hold you over.

Oh, thank you so much!

Um--

I forgot the check.
Yes.

Thank you, Doctor.

Team! I've got good news!

What is it?

Newman bought our reel,
plus a dozen more.

And we have a new investor,
so pack your things, boys...

we're moving to a bigger space.

That's wonderful.

( MUSIC PLAYING )

WALT (V.O.) With my investors
and creative vision in place...

Laugh-o-Gram was officially
open for business.

Okay, team,
we need to get started

on our first run
of animations for Newman.

I am thinking of
a live action sequence...

with a set of protesters...

and chickens
holding strike signs.

Live action, huh?

You mean real people?

Mm-hm.

Yeah, we'll need a camera.

We're going to need
some more help.

At least another guy
who can draw.

We should open
with a long shot...

from behind the canvas,
and then go into the animation.

We can steal
a camera from Pesman.

Borrow.
Borrow.

Yeah, borrow it.

I'll put an ad out
in the paper...

see if we can find
some animators.

Great.

Fred, what do you think about
Friz, he'd be perfect for us.

Who's Friz?

Friz is um, one of the most
talented guys I know, Walt.

He worked with Fred and me,
funny guy...

great animator and he's amazing
at doing voices, right?

[FRED] He's the best.

I know a girl
who can trace well.

Not better than you,
I'm sure.

Bring her in...
and bring them all in.

Let's go get that camera.

The trick is to come
in prepared.

We need a light.

I live in a dark room,
I don't need it.

( LOUD BANG, CLATTER )

( LAUGHING )

( MUSIC PLAYING )

What is this?

Well, I'm a--
Hey, let me--

[WALT]
Thank you for coming.

I say, I say, that boy is like
a tattoo, gets under your skin.

So what kind of name
is Friz anyway?

Well, my real name is Isador,

but Hugh here
gave me the nickname...

after some congressman
he saw in a newspaper article.

The name just stuck.

You have to hear some
of his voices, he is fantastic.

Bear with me.

Why, Mr. Harmon, I do believe
you are flattering me, son.

( SNICKERING )

That's very good.

Well, there's a lot more
where that came from.

Who knows, maybe
we'll be adding sound

to our animations one day.

( DOOR BELL RINGS )

Who's bothering us now?

Well, there is
a certain bill collector

looking for a Wilt Dinsey...

whoever that is.

I'm certain that won't fool
anyone, Walt.

Allow me to get the door, sir.
I will scare away the varmint.

Welcome to the House of Sam!
What can I do for you, son?

Uh, I read your ad.

Well, Mr. Dinsey,
no need to hide.

Yes, uh, the coast
is clear, boss.

Welcome to our humble abode.

Thanks.

So you're an animator?
What experience do you have?

Well, I draw for fun mostly.
I've never had any training.

I brought you some samples.

Done a lot of portrait work.

Oh, portraits.

But I like animation.

Hm, these are great.
Thank you.

But can you draw this?

Ah, I don't-- I don't
imagine things so good...

but I can copy real well.

Well, copying
is an honorable pursuit.

Can you copy this?

Sure.

But move her right arm down...
slightly, not by much.

Uh, I don't understand.

Oh, no, I do believe we've
confused the gentleman.

Animation.

And a lot of red ink.

What?
Uh-oh.

Oh, uh, yes.

Yes, the truth is...

I can't afford to pay you,

but this is an opportunity
to learn with the best.

Well, uh, my pa
wouldn't like it...

but it's all the more reason
why I should do it.

If you'll have me.

Great. We can train you for $5.
You brought your checkbook?

Oh, no, I'm here for the job.

Ad says experienced animators,
you are neither.

But I don't have any money.

Neither do I. Welcome aboard,
what's your name?

Uh, it's Rudy-- Rudy Ising.

Good to meet you.

Arm down a fraction of an inch.

Hey, nice to meet--
nice to meet you, guys.

Crank.

Crank.

Rudy, you have to
keep it even...

otherwise,
its not going to look right.

Right, um, I'm sorry, it's just
I'm not used to it is all.

You know, it doesn't help
that the rig shakes.

It shakes?

Yes, it's like--
it's like an earthquake.

Oh, I hadn't noticed.

Crank.

Man, my shoulder hurts.

You did say that you wanted
to learn animation, right?

Yes.

Crank.

Cranking.

Okay, my fellow cameramen,
animators... lady.

You all know Leslie Mace,

our sales manager
and envoy to New York City.

I've just been handed
a telegram.

Look, the long
and short of it is,

we've just closed a deal
with Pictoral Inc...

for the delivery
of six animations.

Recompense totals $11,000 cash,
U.S. currency.

Now, this is for non-theatrical
release...

so that means we can still
sell these to movie houses.

This is great news,
Walt, congratulations.

To work. To work.

So does this mean
that I get to be paid now?

Look, kid, the deal is
that we have to finish

the six animations
before we collect.

Who's going to pay
for the animation?

You let me worry about that.
You'll get paid soon enough.

( DRAMATIC MUSIC PLAYING )

Oh, Mr. Newman!
I've been trying to reach you!

I haven't been paid
by Feld in over a month.

Look, I can't pay
for your animations any more.

I need to make a profit.

Please... I need these
to keep afloat.

Look, I have a brand,
new animation,

it'll be ready next week.

It's something you'll be
very interested in.

Look, kid, you got spirit,

I like that, but times
are changing.

Come on, let's go.

Well, can I at least collect
on last month's?

( LOUD BANGING, CLATTER )

[WALT]
Damn it!

That doesn't sound good.

Walt?
Not now, Ubbe!

Hey, did--

What happened to my stuff?

Don't be so surprised, Disney.

You haven't paid your rent
in two months.

I just need another week.

Another week?
What do you think,

I'm running a free
housing project?

Well, can I at least
get my things?

Sorry, Disney, come back
when you got the money.

( SOMBER MUSIC PLAYING )

( MUSIC CONTINUES )

( MUSIC ENDS )

It's Sunday, Walt,
why don't you go home.

I-- I can't.

I got locked out...
I owe some rent.

That's not good.

How much?

Few months.

Level with me, Walt.

There was some bull

hunting around here for you
the other day.

Looked like... a paper server.

You going to be okay?

I don't know.

You get behind...

some people aren't so patient,
you know?

I can be patient.

I got some clams put away
from my time at the studio...

if you need,
you just let me know.

I know you're good for it.

I'll chip in also.

My pockets are pretty empty
at the moment.

Please, you guys don't have
to worry about me.

Al least let us pay the rent.

Yeah, how much do you pay?

No, I-- I can't.

It's all I've got.

There's more where
that came from.

Look, I wish I could help, Dis,

but this is how
I make my money.

It's okay, Friz.

I'm going to pay
both of you back,

with interest... I promise.

Well, whenever
you got the money,

I'm not going anywhere.

Hey, um, I guess you
probably owe on this dump, too.

A little.

You should make a list.

Let's get to work.

Right, so they crack the joke
at each other...

and then they laugh so much,
they die laughing. Okay.

My check is for five dollars.

How much was it--
$15.

You said $15 a week.

Things are a little tight right
now, so can I just owe you?

How much longer can we wait?

I haven't been paid for weeks.

Look, I can't keep doing this.
I'm sorry.

I-- I got to find
something else.

Good luck, folks.

Come on, Friz,
just stick it out...

have some faith.

It's easy to have faith
when you have savings, Rudy.

I'm not that lucky.

You stick it out, though.

You shouldn't lead people on

if all you have
is wooden nickels.

Fred.

Hugh!

I'm sorry, Walt.

( SOFT MUSIC PLAYING )

Don't worry about it.

We'll figure something out.

Yes, Mace, I'm looking
at the telegram right now.

Am I reading this correctly?

That Pictoral is bankrupt?

Yes, but what am I
supposed to do

with all the money
that I've laid out.

You've ruined my company!

Walt! What are you doing
messing up my barn?

I thought I told you
to do your chores!

Let me tell you
something about life.

Always finish what you start,

and anything worth doing,
is worth doing well.

You understand me?

Sorry, Papa.

Mm-hm.

WALT (V.O.)
Fate was against letting me be

a successful cartoonist.

Gosh, how I used to envy

the guys
who were knocking out...

what looked
like Big Jack in those days.

And I wondered
if I could ever reach the top.

Feelings of disappointment can
either drown you or shape you.

And sometimes,
it may just be a new beginning.

I decided to write a letter
to Margaret J. Winkler...

the New York distributor
of Out of the Inkwell

and Felix the Cat series.

And told her with regard
to Alice's Wonderland...

that I had just discovered
something new and clever

in animated cartoons.

So if you give her
a really big nose,

when she bounces
up and down...

the nose is going to go--
a floppy nose.

[RUDY]
I think it's funny.

I think we'd be good
if we talk to Walt about it.

[RUDY]
That is really funny.

You okay, Walt?

Alice-- live-action series.

M.J. Winkler wants to see it.

M.J. Winkler? Felix the Cat,
M.J. Winkler?

We have to finish Alice.

I mean, this is our chance.

Don't you guys remember,
it's um, uh--

We had Alice,
the live-action girl,

she goes into
the world of animation.

Julius and the dog
boxing it out...

and we'll put it on an easel

and we'll all be watching,
okay?

Let's get to work!
Okay.

WALT (V.O.)
I tried my best

to salvage something
out of the company...

and to obtain new financing,

so I could remain
in Kansas City...

but I wasn't successful.

Are you Walter Disney?

No.

It's too bad,
you know when he'll be in?

I'm not sure.

It's all right, I'll wait.

Good morning, Walt.

Nice try.

You've just been served
with a bankruptcy petition

for Laugh-o-Gram Studios.

Have a good day.

Thanks.

Walt... I'm so sorry.

It's not your fault, kid.

What if-- I'm sorry.

Just go home, Rudy.

( SOFT MUSIC PLAYING )

Hey, little guy.

At least I have you,
little guy. Hm.

Let's go for a walk.

Hi, Mom, it's me, Walt.

No, I'm-- I'm fine. I--

Listen, please...

I need to get the money
that I left with Dad.

No, you can't tell him.

No, he can't know.

It's okay... I understand.

I have to go.

( SOFT MUSIC CONTINUES )

Hey, let's get some food, huh?

Hey, Joe, are you there?

Come on, Joe. I just need
a little-- a little something.

I'm sorry.
I know, I'm hungry, too.

Okay.

Hey.

Hey.

Look, I got a little something.

Come on. Come on.

( SOMBER MUSIC PLAYING )

There you go.

Hey, fellow-- fellow,
you can't sit there.

Don't I know you?

Oh, please, watch out!
You'll hurt him!

No! No! No!

No! No...

( MUSIC CONTINUES )

( WEEPING )

I'm sorry.

Roy... it's Walt.

ROY (OVER PHONE) Hey,

how's the successful
businessman doing?

Walt?

I lost everything.

( BANGING )

( MUSIC CONTINUES )

WALT (V.O.) It was the last
of the fairytale reels...

we had made
at Laugh-o-Gram Films.

We had yet to fully complete
Alice, but...

it was all I had left.

( MUSIC CONTINUES )

WALT (V.O.) I finally came
to a great conclusion...

I had missed the boat.

I had gotten into

the animated cartoon field
too late.

Film cartooning
had been going on

for all of six or seven years.

I should have started then.

I don't see how I could top
those New York boys now.

( KNOCK ON DOOR )

I thought you'd be here.

( DOOR CLOSES )

You all right, Walt?

I'm going to go to California.
Get a fresh start.

It's a great idea.

You should probably
take this with you.

You have more use
for it than I do.

( SOFT MUSIC PLAYING )

Thank you.

Now you let me know
when you're settled in.

And I'll go out there
and join you.

Yeah.

WALT (V.O.)
I had to sell

Ubbe's antiquated
movie camera...

to pay for my train ticket.

This gave me
a little extra money...

enough for a ticket to
Los Angeles and $40 to spare.

My mood on that big day was
somehow just free and happy.

[CONDUCTOR]
Last stop! End of the line!

Baggage claim...
end of Platform 1.

Uncle Robert!

Walt!

Hi, Aunt Charlotte.
Hi, darling, how are you?

I'm good, how are you?
Wonderful.

Hey... was your travel restful?

Somewhat, I'm pretty exhausted.

Did you come through Topeka?

No, sir.

Well, Charlotte,

he must think anybody
that lives in Hollywood

is kind of vapid.

No, sir, we just didn't come
through Topeka.

We must have bypassed
the station there.

Well, it don't seem
particularly likely.

Yeah, I'm going to expect you
to get a job right away.

Robert!

Well, there's no free lunch
at my house.

WALT (V.O.) I paid Robert
and Charlotte rent...

in the amount of $5 weekly,

but I had to rely on Roy

and his government pension
for financial support.

Oh, ho, ho, so Mr. Banker
is playing chess now?

Look who's back from the dead.

So, how's Robert treating you?

Like a Disney.

Well, I'm glad you came out.

So, what are you working on?

Patience.

Geez, that's not for you.

You okay?

Yeah, I, uh, I'm the one
working on patience.

I've had enough
for the both of us.

I'm thinking about directing.

Not animations?

I just don't know
how to go about it.

Well, you could get a job--
any job in a studio...

the way you started out
in animation.

And that worked out so well
for me the first time.

( WHIMSICAL MUSIC PLAYING )
Excuse me...

do you know when they're
finished filming over there?

I have an interview
with the director.

I don't. I'm sorry.

[STAGE HAND] Hey,
Ralphie, take that to Studio D.

( HAMMERING )

( MUSIC PLAYING )

[ROY]
Robert's getting huffy.

He's wondering when
you're going to get a job?

He is?

Ah, he is so impatient.

Are all of you Disney's
like that?

Ah, it's the Disney standard.

He says you go out to the
studios every day...

what do you do
when you get there?

Are you applying for jobs.

Not exactly.

Then what?

I can't quite explain it.

There's something there for me,
but it's not what I can see.

That makes no sense.

I'm aware of that,
it doesn't make sense to me.

At the studios, I see
everyone doing one thing...

actors, directors, writers,
guards, secretaries;

everyone has their own piece.

But when I was animating,
we were doing everything...

drawing, inking, camera, gags,
whatever needed to be done.

Everyone has
their strengths of course...

but in the end it was
Ubbe and Rudy and myself

that were making Alice.

I feel as if that story
is drawn in my own blood.

I'm sorry to bother you,

but I was wondering
do you have a typewriter?

[WALT]
Damn!

Ah, damn! Ahhh.

I have never been good
at using these things.

May I?

Yes, please.

Okay, now... just talk
at a normal pace...

and tell me what
you want to say.

I haven't said anything yet.

I know our address.

Right.

Okay... go.

Okay.

Dear Miss Winkler...

This is to inform you

that I am no longer
with Laugh-O-Gram Films.

I'm starting a studio
in Los Angeles...

for the purpose of producing
a novel series of animations...

that I have previously
written you about.

In the past, all animations
combining live actors

have been produced
in an amateur manner...

with animators doing
the acting, photographing, etc.

It is my intention to employ

only trained
and experienced people.

Good.

The first picture
of this new idea,

which I have just completed...

was made in Kansas City
under big difficulties.

I would appreciate an interview

with your
representative here...

that I may screen
several comedies

and explain my
new idea. Sincerely--

What on earth is going on here?

Oh, well,
Walt is just writing a letter

to a very prestigious
animation studio...

in New York asking
for an interview.

Animation? Hm.

Walt, why do you
keep playing around

with this fairytale?

[CHARLOTTE]
Robert!

Why don't you go out
and get yourself a real job?

Please, Robert!

Well, it's just foolishness,
Charlotte, for God sakes.

Don't let him
discourage you, Walt.

Here, I think
the letter is finished.

Thank you.

Let me go tend to Robert.

Oh, one more thing, um...

since you don't park your car
in the garage...

do you mind if I use it?

WALT (V.O.) I had a dream

and I was determined
to make my dream come true.

Similar to my father,
Uncle Robert

never thought I could
make a living drawing pictures.

Despite his constant
disapproval...

Aunt Charlotte convinced him
to loan me $500.

I purchased an old dilapidated
Pathe camera for $200...

and I set out to finish
the Alice reel.

( CLAPPING )
Why are you clapping?

I'm sorry Mrs. Winkler,

but that's the most beautiful
thing I've ever seen.

I've never seen anything
like that before.

Then why did you stop clapping?
What do you think, dear?

Well, it's no Felix the Cat,
but it's-- it's wonderful.

Who made it?

Walt Disney... a young chap

from Kansas City,
who just moved to California.

I just sent him a letter

commissioning 12 more
just like that.

[MARGARET]
Looking forward to meeting him.

So am I.

Oh, ah, when did this come in?

Ah, this morning, but you
got in so late last night...

I thought it best
not to wake you.

( MUSIC PLAYING )

Roy!

Excuse me, sir, but it's
far too late to be visiting.

What-- what are you doing here?

M.J. Winkler.

Who-- what? I, uh--

Felix the Cat,
Out of the Inkwell?

Nurse, can I just talk with my
brother for one minute, please?

All right, you two, but please
make it a quick minute.

I have a contract to do Alice
comedies for M.J. Winkler.

Well, congratulations.

I finally figured out what I
was doing wrong in Kansas City.

I'm crazy about animation,

but I spent so much time
doing the business...

that it cut part of the
creative side out of me.

I can't do it by myself. I need
someone that I can trust.

I need someone who
knows finance.

Oh, no, no, Walt, no.

No, absolutely not, I--
I'm not well enough. I--

And you never will get well
if you're stuck in here.

What, are you a doctor now?

Think about it, Roy,

you're here
around sick people every day.

And you have nothing to do
but think about being sick.

What if--
what if you were busy?

Come on, you could be
with family, making money.

I'd say it's worth a shot.

You should have gone
into sales, kid.

You're a natural.

So, you'll do it?

On one condition.

What's that?

You need to be straight
with me on everything.

I need to know
what's going on,

no matter how small
you might think it is.

It's a deal.

I'm not finished.

I won't ask you to hire Edna...

but I need you to steer clear
of any office romance.

I've already decided

that I won't marry
until I've saved $25,000.

Now get out of here before
someone puts you in quarantine.

You know, some of these guys
are contagious.

I'll get the whole team
back together.

Ubbe, Rudy, everyone.
Yeah, yeah, yeah.

Mr. Disney, your brother
will need his rest now.

Yeah, I'll see you soon, Roy.

Good to see you, my friend.

Good to see you, still smoking
those cheap cigarettes?

We have a lot to catch up on.

I bet.

Look at the size of this room.
Look how large it is.

Tall ceilings,
lots of space for desks...

perfect for your workshop.

There's certainly enough space
to swing a cat in.

And it's only $5 a month,

and we'll throw the desk
in on top of that.

Sounds great.

You think about it, we'll walk
outside and you let us know.

Okay.
Thank you.

Thank you.
Thanks.

Yeah, I think this will work.
Get the equipment in here.

And ah, oh, ah, I forgot to let
you know that Rudy and Hugh...

said yes, so they're going
to be coming out.

And Fred?

Well, you know,

you invite one guy
and you invite them all, right?

Unless they're
still angry with me.

Probably.

Well, we'll see what happens.

But, even if
everybody says yes...

we're still going to need
more animators.

[ROY] Just remember
we have a budget, Walt.

Any new animators
you take on

will have to work for less
than the normal wage.

Who's going to do that?

Women.

Roy Disney.

Edna, it's true.

You just got the right to vote,
women need jobs.

He's right, Edna, women
are detail oriented...

they can ink and paint.

Women are the ones
that go to the shows...

so if they like it,
then the men will go, too.

Well, you can rest assured,
I won't be working here.

We've already
discussed that, honey.

But I will be here often.

So now what, Dis?

Dis? What am I, Dis #2?
I mean, I think I--

I am the ultimate Dis.

Roy! He is still recovering!

I can take this
rapscallion any day.

Well, now that Ubbe is here,
my drawing days are over.

I think I'm going to focus
on writing,

directing and producing.

Are you sure, kid?

Well, Ubbe's the talented one,

he's a better animator
than I am...

and one of the most
loyal guys I know.

Thanks, Dis.

All right! Let's go find
us an Alice.

( MUSIC PLAYING )

Okay, let's get started.

Hi, I'm Walt.
Now, who is up first?

Go on, get up there.
Get up there.

No!

She's just a little shy,
that's all.

And what is your name?

William.

Thank you, next.

Ah, I told you to use
your girl's voice. Come on.

Hi, my name is Tina,
I'm so excited to be here.

I prepared
a little dance for you.

Ah, we'll let you know.

Ah, excuse me,

aren't you a little too tall
to be playing Alice?

I think I have a better idea.

I need my original Alice.

Yeah, bring that flat.
Where to?

Make a little set. Yeah.

Yeah, we can set some things
over there.

All right, Virginia,
are you ready?

Okay, great, now look over
at Hugh, all right...

now you see something very,
very far away behind him.

You're not sure what it is,
but it makes you smile.

Now wave "hi" to it.

All right, now you see

that it's a very,
very big bear.

All right, now duck down.

Okay now-- now right behind you
in the barrel,

a bunny rabbit pops out.

Yeah, that's right,
you can pet it. Yeah, good.

Okay, now you turn back
to that bear and you say...

"No, no, no, you can't
come over here."

Now jump up and down
like you mean it.

Great, that's a cut.

Ladies, can we help you?

I'm here about the job,
to help with ink and paint.

Oh yes, yes, come in.
All right.

[WALT]
What is your name?

Lillian Bounds... here,
it says so on my resume.

Oh.

What are you doing?

I'm getting a chair
for Miss Bounds.

This is an interview,
not a date.

Ah, and your name, Miss?

Oh, ah, Bridgit, but
I'm not here to interview...

I'm just accompanying
Miss Bounds.

Oh, I see. Ah, have you
ever worked before?

Sir, I know where
you're going with this.

I am willing to do whatever it
takes, I am a dedicated person.

In Idaho, I learned that there
is no substitute for hard work.

Idaho has great potatoes.

Wonderful.

Well, it's $10 a week,
so you can start tomorrow.

I can't work for less than $12.

Well, then $12 it is.

What about you, Miss Bridgit,
we could use an extra hand.

Oh, I don't know.

She'd love a job.

Wonderful.

Congratulations,
welcome to the team.

Thank you.

Okay, let's rehearse this
one more time.

So you're out of tea

and you're looking out
into the distance...

and then you see land
and you point...

and then a bunch of fish jump
onto the boat all around you.

Okay?
Okay.

All right. Okay, so we have
just enough film in the camera

for one more take.

So... no pressure.

Okay, let's see the ocean move.
Go ahead and roll it, Fred.

And action.

( SOFT MUSIC PLAYING )

[MARGARET]
We were very pleased.

[MINTZ]
Mostly.

With the increasing quality
of the Alice series.

Of course, much work
remains to be done.

Much, very much.

Well, the problem still remains

that we're spending
as much as we make.

More tea, dear?

[MARGARET]
Yes, I'd love some.

I find tea relaxes the mind.

It's very useful in discussing
business, don't you think?

Problem is--

The problem is
we pay you up front...

that we don't realize a profit
for at least six months.

But whatever that profit is,
you keep it.

Press has been good,
there are other distributors.

Yeah, let's not yell
fire just yet.

Actually,
when we took on Alice...

I was forced
to put in a copyright.

How do you--

We pay you for the originals,
it's a sale.

We own the originals.

We make the prints
and the negatives,

and lease them.

The copyright protects us,
not you.

Excuse me.

Walt takes great pride
in his work.

He spends every waking minute

thinking of ways
to make it better.

I don't suppose it could have
ever occurred to him

that someone else
could own that?

If you don't mind,
I'll go join my brother.

It's better when
they're emotional.

We will always take the prize.

Walt... Walt!

Dear Mr. Mintz, by this time
you have no doubt screened

"Alice Cans the Cannibals"...

and in this subject,

we have endeavored
to do nothing but gags.

The story is one gag
after another...

and you will notice that
the quality of the picture--

Walt, can you slow down.

I can't slow down.

But I don't have it all yet.

Okay, well what do you
have so far?

Dear Mr. Mintz, you have no
doubt-- something about gags?

That's all you've written?

That's it.

You are a terrible secretary.

( SOFT MUSIC PLAYING )

Thank you for driving me.

Of course... any time.

They're waiting for me.

Well, they're not going
anywhere, are they?

Stay and talk with me
for a while.

Tell me more about yourself.

I had thought that I'd be
going back to Idaho some day.

And my sister
told me about the job.

And Bridgit is your sister?

No, Bridgit's my friend.

When you step out
of the office,

you just forget everything.

You do that to me.

It's a beautiful night.

It sure is.

Lily, can I ask you
for a favor?

Anything, Walt.

Have you cashed your check yet?

No, I haven't.

Well, ah...

do you mind holding off
for a little while?

Of course...
is everything all right?

Yes! Just a little
rough patch.

Everything will be back
to normal in a week.

You're such a hard worker,
you never take a break.

You learned in Idaho

that there's no substitute
for hard work.

I learned that from my father.

He sounds like a wise man.

Well, he does know
the value of hard work.

Right before I was born,
he worked as a carpenter...

on the World's Fair buildings
for a dollar a day.

Somehow out of that,

he and my mother saved enough
to go into business together.

I don't know how they did it,

but eventually he moved
to Chicago as a contractor...

so my mother
would draw up the plans

and my father
would build the houses.

They were a real team.

My father always wanted
to get back to the farm...

so he took what he had made

and bought a farm
in Marceline...

48 acres,
beautiful orchard there.

Huh, then my father got sick
and we were forced to sell it.

But he never gave up.

He sold that farm

and he took the money
and we moved to Kansas.

Ever since then...

I've been trying to chase
after my dreams...

despite
my father's disapproval.

You sound a lot like him.
I'd love to meet him.

Let's see what your family
thinks of me first.

I'll wear my best suit.

( PHONE RINGS )

Disney Brothers.

MINTZ (OVER PHONE)
It's Mintz,

is Walter available?
It's urgent.

I'll check. One moment, please.

Walter?

What is it?

[BRIDGIT]
There's a Mintz on the phone,

he said it's urgent.

What is it now?

I've got it.

Charles...

look, we're very busy
here today.

Good, and Walter, look...

I've just had a chance

to finish review
of the last Alice animation.

I must say,

I am quite disappointed
with you and your team.

Ah, you need a new Alice.
The quality is not presentable.

Well, Charles, I'm sorry
to hear that you feel that way.

Virginia has worked
for us before.

Well, find somebody else.

Look...

Walter, I want to help you.

I'm going to be sending

my brother-in-law George
to join you and your team.

He's an expert.

He's going to teach you...

how to deliver the quality
the Mintz name demands.

Show him the utmost courtesy.

Charles,
this is not a day care.

We run a very tight...

operation here.

Walter, I'm not asking.

Good day.

This guy shows no respect.

Okay, please take
one step to your left.

Ah, no, your other left.
Okay, great.

Ah, be frightened,
there's a bear coming.

( GROWLING )

Though she has a nice smile.

So, you're happy
to be frightened?

This is getting very expensive.

Yes, I know. Go ahead and cut.

These lines remind me
of "Alice's Day at Sea".

Yes, and we fixed those, Fred.

That's why
we need to fix this...

when we put it on film,
it's going to be jerky.

Then I guess we won't
let you splice anymore.

Or let you direct.

Oh, man.

Said by the man
who used to work here.

( CHUCKLING )

[LILLIAN]
Good morning.

Hi, Lily... ah, we'll go over
my schedule in a minute.

You know, Walt, I think
she wants a man, not a boy.

That's true, you know,
for a big shot...

your face is as clean
as a pair of gams.

I could grow a mustache faster
than any of you boys.

Look on me,
ye peaches and despair.

Well, peach, you're going to
have to shave that

if you want in.

It'll just be back tomorrow.

What's the pay off, Walt?

A trip to Tijuana,
on company time.

( OOH-ING )

For anyone who beats me.

And the winner gets to be...
my best man.

What?

Hey... nice job!

You better win, even if
you have to paste one on.

Roy's wedding was so nice.

And it looked beautiful.

Now at least I can shave.

Why would you?

You look more... yourself.

Now that you have
a place to yourself,

are you going to
learn how to cook?

I was hoping that you
would do that for me.

Cook?

Cook, raise children,
everything.

Walt Disney, what are you--

We talked about
saving for a new car.

I'll let you decide...

a new car or a ring?

You can't ask me that.

Will you be my Mrs. Disney?

Yes!

I want to make you
the happiest girl in the world.

Yes.

Good day, my name
is George Winkler.

I am here to see
Mr. Walt Disney.

Come on in.

Hey, Walt, there's a George
Winkler here to see you.

Hugh, Hugh,
Margaret's brother is here,

can you please
show him around?

George, nice to see you again,

as you can see
we're very busy...

so I hope you don't mind
if Hugh shows you around.

Great.
Of course.

Good day, George,

I'm Hugh Harmon, one of the
ah, lead designers here.

Nice to m--

Nice to meet you.

Mr. Mintz sent me here to help
with the quality of the work.

And who is Mr. Mintz?

You don't know?

No, I-- I'm sorry, I don't.

He is the one paying
for this entire operation.

Oh, Margaret's husband...

tell him he needs
to pay us more.

Fred, let me show you
around the studio.

This is where
we design and draw

all of our animations and...

and that's
the inking department.

Very beautiful.

We like a positive work
environment.

It keeps us creative.

Well, where will I
be working from?

You can work
out of that desk for now.

We've got some deadlines
for this week, so...

it's probably best if you start
with the next Alice drawings.

Let's get back to work,
we have deadlines.

Arriba, arriba,
andale, andale! Yeee!

He's like a drill sergeant,
I like that.

You have no idea.

It's a little tight.

Hey!

I am sorry.

Might be better if you,
ah, just stand.

Yeah, we don't have--
we're short on chairs.

Okay, come down the stairs.

You're going to meet
your mother,

she's going to take you
to the circus.

George chose her?

Yeah, he thinks
he knows comedy.

You see your mother
in the distance,

and you wave hello to her.

She is wonderful.

You could lighten up a little.
This is a comedy.

How about a smile?
Have some fun.

You are confusing her.

How about some coffee?

Okay, why don't you go ahead
and cut for now.

That's a cut for now.

We're going to go get you some
candy, get you some energy.

( GEORGE CHUCKLES )

It's a great choice, George.

It is very good. Very good.

I'll be sure to let, uh,
your brother-in-law know...

that this was--
this was your choice.

You did very good work
on the Alice draft.

Thanks, George.

You know, Fred,
it wouldn't surprise me...

if you had your
own studio one day.

Well, I've learned a lot
over the years.

It would be great
to have my own studio.

But... let's keep quiet
about that for now.

I won't tell anyone.

If it says Disney Brothers
when people call the studio...

who do they think is in charge?

Is that relevant?

The older one.

Ah, we've been over this,
ah, how is that possible,

you sign your name
on everything.

They have taken my work,

they find a way to own
everything that I produce...

at least let me have
my name on the studio.

Is it that important to you?

Yes... if my name
is on the studio,

then my name is on the film.

Well, if that's the way
you want it to be--

That's the way
I want it to be.

WALT (V.O.)
I was always focused

on making quality pictures.

I suppose that's why we often
times went over budget...

yet somehow we managed
to build our new studio

on Hyperion Avenue.

Bigger projects meant
that we needed a bigger space.

As you know,

Universal requested drawings
for a new character...

Oswald the Rabbit.

Starting today,
we're the animators.

What about Alice?

We're winding down,
so we need a story for Oswald.

What about Easter?

It's too religious
for the first animation.

It will be Easter
when it comes out.

And so, he's going to...
sing hymns?

Maybe he's a nervous father?

Yeah. He's pacing the hallway,
stomping his feet.

Good, Hugh,

you get it started and then
you pass it along to Ubbe.

Walt, I will help Hugh
with the first drawing, yes?

Hugh and Ubbe
will know what to do.

Any questions?
Let's get to work.

Listen kid, I'm excited
about Oswald, too...

but, right now
we really need to focus...

on catching up
with some of our bills.

We are in the red, Walt.

I mean, we're overpaying
all of our animators.

We can't keep
going on like this.

We need to reinvest in
new animations for the company.

We need new characters
for Oswald.

No, no, no. We don't have money
for any new characters.

But we need it,
just a few bucks.

A few bucks?

Please.

Okay, I'll see what I can do,
but in the meantime...

don't write any more checks

until we actually have
money in the bank.

I do that to give them hope
until we get the funds.

Just make it work, Roy.

Hello, Charles,
it's George. George...

I haven't heard from you in a
while, how is everything going?

Very well, Charles.
I have been making friends.

You know, Walt and Roy
are a very good team...

but, I think they
are running out of money.

How do you know this?

Some of the animators
have been...

complaining about bad checks.

I had to lend
one of them money.

Excellent! George, well done.

My sister was wrong about you,
you are not an idiot.

GEORGE (OVER PHONE)
Piss off, Charles.

( SNORING )

I pay taxes so people
can sleep on the job.

I do not need
to pay salary, too.

What?

If you're going
to keep falling asleep,

then just go home.

Come back when
you're ready to work.

What for?

Your last check bounced.

Walt, I'm not going
to bail you out again.

I'm not the only one around
here who feels that way.

Yeah, this is ridiculous.

Is there a problem, Friz?

Your bad checks
are the problem, Walt.

It's the second time
this month.

There must be a problem
at the bank.

Problem at the bank?

It's a repeat performance
of Kansas City all over again.

I'm tired of it, Walt.
I need the money.

We need the money, Walt.

You know, this is crazy.
Okay, Rudy's right. I quit.

Walt, I'm with Friz.

My check bounced also.

All the checks are bouncing.

I don't know what's happening.

It's all falling apart.

I feel the rigor mortis
setting in.

Walt, you have a lot of people
that believe in you.

Don't loose faith.

I can't keep people
working on faith.

I don't blame them for leaving.

They just don't have
the vision that you have...

they don't see what you see.

I don't even see
what I see anymore.

I do.

I see a man that fights
for what he believes in.

So, you're just going
to give up?

You weren't there
in Kansas, Lil.

It was the worst time
in my life,

and I came out here
a failure.

I don't want that
to happen again.

You will never be a failure.

You have too much goodness
inside of you...

that is why we're all here.

If you give up, you're
giving up on all of us.

It must be very tiring for you,
working all these long hours.

And for so little money.

Perhaps we make better
situation for you, huh?

( SOFT MUSIC PLAYING )

It's late... let's go home.

( MUSIC CONTINUES )

Charles, there are
only one or two left.

It's time to make our move.

What's this?

It's a letter
from Charles Mintz

with a deal requesting
your presence in New York.

What's wrong?

I'm not going.

You have to.

Charles can say
all he wants to in a wire,

but if you're there
in person...

I think maybe he'll back down.

And he'll back down
even if I'm not there.

He's nothing without me...
without us.

You wanted this, remember?

The marquee says Walt Disney.

It's your responsibility
to go and make this right.

Hey, hey!
You can do this, kid.

( DRAMATIC MUSIC PLAYING )

[CONDUCTOR]
All aboard, all aboard.

I am certainly glad that

I'm not going
to New York alone.

Well, I thought this could be
like a second honeymoon.

Yes, as long as Charlie
comes to his senses...

or I'll be forced to find
another distributor.

WALT (V.O.) I didn't like
the look of the future.

The cartoon business didn't
seem to be going anywhere

except in circles.

Pictures were kicked out
in a hurry and made to a price.

Money was the only object.
I resented that.

Walter, so very nice
to see you.

You must be
the lovely Lillian...

George has told me
so much about.

Mr. Mintz,
pleasure to meet you.

Oh, the pleasure is all mine.

Perhaps you could excuse us
for a minute, dear?

Certainly. I'll wait for you.

Please.

Thank you.

Have you had a chance
to review my offer?

I have, uh,
and there's still a few terms

that we need to go over.

Ah, just to insure

that we don't sacrifice
the quality of the animations.

Ah, what do you have in mind?

Well, for starters, we need
$2,500 per short...

and 50 percent
of the gross profits.

Walter. Walter.

Who are we kidding? I'm in
the business of making money.

Now best I can do is $1,750
and 50 percent of net profits.

Now, I don't want to hear
anything else.

I can't accept that offer.

Well, I am sorry, Walter, but
I split profits with Universal.

Look, the more
I review the numbers,

the less I'm inclined to spend.

I suggest you take this offer.

I really wish we could
quit fooling around.

Why don't you give me 24 hours?

24 hours and the deal
is off the table.

Fine.

( DOOR OPENING, CLOSING )

He's got me backed
against the corner.

I don't know what else to do.

I don't understand
why you need them?

It's not that simple.

Winkler Pictures is the largest
animation studio in the world.

They control everything.

If I had the money, then I
would produce the work myself.

Everything would be different.

You'll find the money.

I've already been
down that road.

Well, what then?

I could go directly
to the studio...

and make a deal with them
myself... bypass Winkler.

Will that work?

It's worth a chance.

I'll go in the morning
before I meet with Mintz.

Hey, there's no substitute
for hard work.

So, Walter, sit down.

Walter, what do I owe
this unexpected visit?

Well, as you know,
we've had great success

with the Alice comedies...

and now with Oswald the Rabbit.

At this time, we'd like to
partner directly with MGM...

in order to distribute
our future animations.

Walter, we love Oswald...

but, everyone in town knows

that the rights
belong to Mintz...

and frankly, we're not going
to release another cartoon

for the rest of the year.

Mr. Quimby, if you could
just give me a chance,

we have some great new ideas
in the pipeline.

Walter, I am sorry.

Thank you for stopping by.

Thanks for taking
the time to see me.

[FRED] Everyone agrees,
it's just not the same.

What are you saying, Fred?

Ubbe, you know how highly
I think of the work you do.

Do you really think

there will always be
a Walt Disney Studios?

You of all people know
it takes time to get ahead.

Yeah, well, this is different.

Charles and George have made me

the new director of animation
for their studio.

You? One animator
is going to do it all?

Good luck.

Your friends, Hugh and Rudy...

they are both already
under contract.

Walt and Roy treated you
like a family. We're a team!

Good luck.

You're a traitor, Fred!
Don't you forget it!

Get out, get out!

So much potential.

Mr. Goldstein,
I feel that it's time

I started working directly
with Universal.

We just signed a three-year
deal with Mintz. You know that.

There's little room for us
to maneuver with him in there.

But you pay Charles for Oswald.

Isn't there some way
you can intervene?

If you could just hold on
for a year.

Hold on?

Mr. Goldstein, Mr. Laemmle
from Universal Studios

is on the line.

I was talking with a young
animator this morning.

He says anytime he sees
something new,

something that makes
your eyes pop...

the Disney name is attached.

Then that should
make you realize

the part that Disney
plays in making Oswald.

Walter, we know the part
you play, you are the best.

One year,
then we'll talk about a deal

directly between
Disney and Universal.

You know that I don't
have a year!

( SOMBER MUSIC PLAYING )

MR. QUIMBY (V.O.)
Everyone in town knows

that the rights belong
to Mintz.

MINTZ (V.O.)
I'm in the business

of making money.

FRIZ (V.O.) Your bad checks
are the problem, Walt.

WALT (V.O.)
You've ruined my company!

UNCLE ROBERT (V.O.)
Walt, why do you keep

playing around
with this fairytale?

GOLDSTEIN (V.O.) I am sorry,
thank you for stopping by.

Walter!

Charles.

I trust you've had
a change of heart?

Do you have the contract?

Yes. Now, let's sign it
and be done with this.

Do you mind if I take
a look at it before I sign?

Hurry up, I have a meeting
to get to.

( SOFT MUSIC PLAYING )

Wait, am I reading this
correctly?

You want us to assign
all rights of ownership

of Disney Studios...

to Snappy Comedies and you?

In exchange for what,
a $200 a week salary?

Walter, we are assuming
a significant risk

by extending the contract.

That's a fair deal.

This is not what
we agreed to, Charles.

You have no leverage, Walter.

George has already signed your
artists and your designers.

Take the deal or lose
everything.

I suppose...

it's too much to hope that you
would be a man of your word.

My team and I will have
nothing to do with you.

What team?
You don't have a team,

and I own the rights
to the rabbit.

You're finished.
Go back to Kansas.

I never liked that
damned rabbit anyway.

WALT (V.O.)
I had made

my declaration
of independence...

and traded security
for self-respect.

An artist who wouldn't
is a dead mackerel.

I was going to make pictures
for quality, not for price.

Tickets please, tickets please?

Thank you, sir, thank you.

Do you have them?

Yes.

Maybe you left them in the bag?

No, no, oh, here they are.

Thank you sir, welcome aboard.

This was delivered
to the hotel.

Oh, yes, I've already
seen this.

( SOFT MUSIC PLAYING )

( HORSE WHINNIES )

What you running from, son?

My Poppa is mad at me again.

Yeah? Ah, been drawing them
chickens again?

Pretty horse, isn't it?

I'll tell you what, Walt.

I will pay you a nickel
to draw my Rupert here.

Would you like that?

Really?

Yes, sir.

I believe in you, Walt,

but you got to give me your
best... promise?

This time, why don't you
draw it on a pad. Here.

( TRAIN WHISTLE BLOWS )

Walt, just tell me everything's
going to be okay?

I am never going to work
for anyone as long as I live.

I'm going to be my own boss.

Why don't you tell Roy
about what happened?

It doesn't matter.

We're going to do things
our own way.

WALT (V.O.)
I needed a new character.

Someone who represented
those same ideals...

and I needed the right people
to make the dream a reality.

I got it... Mortimer the Mouse.

He goes on adventures;
he's innocent and trustworthy.

He's very well intentioned.

He's friendly to all and he
believes that the world...

can be a better place
with happiness and joy.

Walt, we don't have money
for this.

We-- we can't quit now, Roy.

We have to fight
for what we believe.

This is just a test.

I wished upon a star and look
at what it gave me.

He's adorable.

I think you've got something.

I-- I know you can do something
with this Ubbe...

just don't show it to anyone

unless we know
that we can trust them.

I-- I hope you're right
on this one, kid.

Let's get to work.

( SOFT MUSIC PLAYING )

I don't like the name Mortimer.

What?

Why not?

[LILLIAN]
It's too depressing.

We need something happy
and friendly.

How about Murphy?

Marty?

Marty? Mickey? Mikey?

Mickey! Mickey.

Mickey... Mouse.

Mickey, Mickey, that actually
sounds catchy.

Yeah, it has a nice ring to it.

What do you think, Walt?

I hope he has a girlfriend.

Mickey... that's it.

( MUSIC CONTINUES )

( AUDIENCE LAUGHING )

( LAUGHING CONTINUES )

( AUDIENCE APPLAUDING )

WALT (V.O.) All the adversity
I've had in my life...

all my troubles and obstacles
have strengthened me.

You may not realize
it when it happens...

but a kick in the teeth

may be the best thing
in the world for you.

( MUSIC CHANGES )

# Found you deep
within the pages

# Tracing lines
into the spaces

# Everywhere that you fly
I will follow you

# When I look up
at the sky with you

# I see the stars
like dreamers do

# Shining with a hope
that I have never known

# But with you
I start to believe

# Just a wish in your heart
And anything can happen

# A simple wish can find you

# Anywhere you are
Just a wish on a star

# Can hold the ever after

# And it all begins
With just a wish

# In every picture
every story told

# In every breath
I feel your heart unfold

# A new horizon waits before us
anywhere we want to go

# And if we ever fall
and lose our way

# Tomorrow brings a brand
new day

# And like a thousand suns
we rise to chase the night

# And once again I can see

# Just a wish in your heart
And anything can happen

# A simple wish can find you

# Anywhere you are
Just a wish on a star

# Can hold the ever after

# And it all begins
With just a wish

# And I don't know
where this road will lead

# But my heart is singing
like a symphony

# 'Cause I feel you
walking here with me

# Just a wish in your heart
And anything can happen

# A simple wish can find you

# Anywhere you are
Just a wish on a star

# A little wish in your heart

# A simple wish
is going to find you

# Anywhere you are

# Just a wish in your heart
And anything can happen

# A simple wish can find you

# Anywhere you are
Just a wish on a star

# Can hold the ever after

# And it all begins

# With just a wish

( MUSIC STOPS )

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