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(INDISTINCT CHATTER)

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(MAN COUGHING)

CONDUCTOR:
Okay so, from the top.

(MUSIC STARTS PLAYING)

It's quiet, I think we can... quiet.
You know what I mean?

-You know what I mean?
-Mm-hmm, mm-hmm.

So, it's got the same value,
but it doesn't have the little turn there.

Yeah.

-It's a quiet village
-Yeah!

And "provincial", you want "chill", right?

-Provincial.
-In this poor provincial town.

-Yeah.
-Mm-hmm.

(ORCHESTRA PLAYING)

Little town, it's a quiet village

Every day, like the one before

Little town, full of little people

Waking up to say

-MALE SINGER 1: Bonjour
-MALE SINGER 2: Bonjour

-FEMALE SINGERS: Bonjour, bonjour
-MALE SINGER 3: Bonjour

DON:
It was the summer of 1990

and we were all gathered in New York City
to record the songs

for Beauty and the Beast.

Howard Ashman,
and his songwriting partner, Alan Menken,

had already won Oscars,
Golden Globes, and Grammys,

and had captured the imagination
of a generation.

Right from the moment when I met her
Saw her

I said she's gorgeous and I fell

Here in town there's only she
Who is beautiful as me

So I'm making plans to woo and marry Belle

(MUSIC STOPS)

-(APPLAUSE)
-(INDISTINCT CHATTER)

DON: We knew something really special
was happening that day.

But what we didn't know
was that in nine months,

Howard would be gone.

SARAH:
Howard and I were raised and grew up

on a street called Flannery Lane
in Baltimore.

It was a street of row houses.

Each... There was a...
would be a row of ten houses

and then a little bit of
a break between them,

and... and another row of ten.

Howard loved to tell stories,
and my job as his kid sister

was to be the best audience.

We were home alone and... and Howard
often was taking care of me home alone.

And he... Howard just said, "Wait here,"
and left me downstairs,

and I could hear him upstairs.

I heard the door closing,

I heard... I heard things going on,
and Howard had wrapped a Turkish towel

from the bathroom and wrapped it
around his head like a turban.

So, Howard called me upstairs to his room,
which was at the top of the stairs,

kind of a long, thin,
steep stairway, and...

the lights were off in the room
and the blinds were down.

I remember it being dimly lit.

He put something over the lampshades
and he started showing me around,

and it wasn't his room anymore.

He started showing me around this land
he had created.

(PIANO MUSIC PLAYING)

SARAH: He had done it
with little plastic cowboys and Indians

and soldiers, but he had painted them,
he had covered them with tissue,

he had put glitter on them,
he had made them into characters

of his own, more interesting characters
than cowboys and Indians.

And he put them in these little vignettes,
these little scenes.

And he took me scene by scene
and told me stories

about what I was seeing.

Just, you know, "Look over there,
there's Tink," or "There's Peter Pan

"or Tiger Lily," and some of the scenes,
there was... there was one with a mirror

that was maybe... It was either a lake
or a... ice-skating rink.

He was using every creative part
of himself to do that.

He was gonna lead me to this place
that was unlike any place

that we would know
in Baltimore County, Maryland.

It was Howard having a great time,
Howard enjoying himself

and bringing you along on that journey,
bringing you along with him.

SHIRLEY: And Howard used to
put on shows in the backyard

and he would write the...
write the play

and cast it, and all the kids
in neighborhood were in the show.

And every bedspread I ever had,
and old sheets and whatever,

became curtains and costumes
and I never could throw anything away.

SARAH:
My dad's name was Ray, Ray Ashman.

He had a variety of jobs, but the one
I remember had to do with working

for an ice-cream cone factory,
and Dad began

by actually delivering the cones
on a truck.

SHIRLEY:
Howard's father, at first, when we said

Howard should take dancing lessons,

"No, no, no, no, no. Not a boy,
he doesn't take dancing lessons."

SARAH: Dad was really funny,
he was a very funny man.

I learned something from him
about storytelling, which is,

I remember once telling him a joke
and he laughed, and the next day,

he had taken the joke I told him,
the punchline, and he made it into a story

about himself.

You never say, "So there's
this guy who walks into a bar,"

you say, "Funniest thing, I walk
into a bar," that was my dad.

SHIRLEY: He took How...
He tried to take Howard fishing

and introduce him to baseball,
and Howard just was not interested.

They went fishing and they sat
on the bank and they put their rod

in the water and they both sat there
and Howard wasn't...

And Ray wasn't a fisherman either,
but he thought it was the thing you do

'cause, I mean, he's your son
and you have to do these things.

So, they sat there and he looked at Howard
and Howard looked at him and he said,

"Howard, are you having fun?"
and Howard said, "No, not really, Dad.

"Are you?" He said,
"Frankly, no. Let's go home."

(LAUGHING) So they left
and they came home, no fish.

SARAH:
My mom was a very semi-professional singer

at one point.

She was on a local TV show once singing.

You know, early on, my mom was the star.

Just the star kinda transferred to Howard,

but there was always this
periphery of showbiz.

SHIRLEY:
And then when Howard was about six or so,

we went to see a show.

It was a children's show,
kids were on the stage.

When the kids came on
and they started to do things,

Howard poked me in the arm and said,
"Mommy, I wanna do that. That'd be fun."

So, I... figured out how do it,

introduced him to some people,
and we got him into CTA,

Children's Theater Association,
and I thought it would be good for him

because he liked to imitate
all the characters in... in the show,

in Peter Pan, and he'd do Captain Hook,
and he could do anybody you wanted.

and he could do
anybody you wanted him to.

You'd just say, "Howard, do so and so,"
and he would do it.

HOWARD: I had lots of friends
who played pianos and sat around

with the Rogers and Hammerstein
vocal selections for a long, long time.

When I saw Mitzi Green do Gypsy
at... at Ford's in Baltimore and...

Um, I don't remember who did My Fair Lady,
but sure, the usual stuff.

I think everybody of my generation
sort of grew up on the same shows

and fell in love with the same shows
at the same time.

SHIRLEY: He wrote poems for everything.
For birthdays, holidays, anniversaries.

Then, the poems led to stories.

And the stories led to plays and lyrics

and the lyrics always told a story.

HOWARD: And I used to make musicals
out of anything that moved

when I was 14 years old.
When I was in high school,

I used to just musicalize my...
my laundry list

and it was sort of a hobby.

SARAH: Howard and I were the first
in our... in our family to go to college.

And we didn't have parents saying,
for instance, "Yale is a good place

"for you to go if you want to go
into theater," and we didn't have that.

So Howard's first year was...
he went to, um, Boston University

and then he went to Goddard,

and the joke in Goddard
is that it was hippiest, dippiest

college ever known to man, you know,
they didn't have grades.

It was... it was totally Bohemian.

He seemed perfectly happy there...
(CHUCKLING)

...and he did a lot of theater there,

and he got into experimental theater,
and it was more off-beat theater.

And my mother's story is,

you know, at one point,
he's writhing naked on the floor

right in front of her, it was not a...
it was probably not a great moment

for either one of them.

He spent a summer at a theater program
and he met Stuart White.

Snooze, at the time his name was.
Snooze White.

Ironically, Snooze was also
from Baltimore, but they didn't...

had never known each other there.

KYLE: And by a certain point,
during the summer,

they had become a secret couple.

SARAH:
Stuart was a... just a ball of energy,

he was, um, like a sprite.

And he was just a wonderful actor,
um, but he was passionate about directing

and that's really what he wanted to do.

And they fell in love.

And when it was time for graduate school,
Indiana was the school

that they both applied to,
they both got scholarships

by being in the act...
in the professional acting company,

and they got to live together, really,
you know, um, set up a home together.

I remember Howard seeming
very happy there.

NANCY:
I met Howard in 1971

at Indiana University
in the theater department.

And I was a freshman and he was part
of the Indiana Touring Company

um, as an actor.

Well, I don't think he really thought
of himself as an actor,

but he was an amazing actor,
but that's not what he wanted to do.

He really wanted to write and direct.

He was going for his master's
in playwriting and he was going to do

his take on the Snow Queen
for his master's thesis.

He was gonna write the lyrics
for the songs and he was gonna direct it.

So everybody, everybody and their brother
and sister wanted to be

in this production.

Howard was extremely charismatic
and he had all manner of groupies

at all times.

KYLE: Howard had
a sort of a fierce... liveliness.

And Stuart had kind of
a boyish flamboyance.

And together, they attracted

huge numbers of people to their company.

NANCY: Stuart and Howard together
were an amazing force to be reckoned with.

And they were a great match
'cause Howard was gonna write

and Stuart was gonna direct,
so they made it through

Indiana University together
and then moved to New York.

(UPBEAT MUSIC PLAYING)

NANCY: New York in the '70s
was really scary and dirty.

It was terrifying.

KYLE: It was simultaneously
glamorous and threatening.

DENNIS: I got mugged a couple of times,
but there was a lot of energy,

there was a lot of creative energy
and you could... you could feel it.

NANCY: Howard was not in the coterie
of New York theater.

He didn't have a relationship
that a lot of the actors and directors

who had been affiliated with Yale.

(CHUCKLING)
His friends, we were his friends

from Indiana University,
and we were nobodies.

HOWARD: When I first got to New York,
I was drawn into a project

as a book writer 'cause at that time,
I was something of a playwright,

and I was getting produced a little bit
when I first got here.

Little one-acts and things.

SARAH: When he moved to New York,
there was no money coming in

from any of this stuff,
and there was a time when he thought,

you know,
"Theater is not gonna do it for me

and maybe I should be in publishing."

NANCY: He was writing cover copy
in publishing because he needed money.

He was assigned to edit
the Mickey Mouse Clubhouse Scrapbook,

and he was just over the moon
to be doing this because he had watched it

as a kid and loved it and he was going
to get to come out to California

and go to Disney to work on it,
and it was his absolute favorite project.

But his heart really wasn't in
being a book editor.

He really wanted to write and direct.

KYLE: There were so many young people
who were attracted to the arts

and couldn't get jobs, um,
doing what they wanted to do,

so they started their own institutions.

And Howard called one day and said,
"What do you think of the idea

"of starting a theater?"
And I said, "Sure."

Stuart actually found it.
It was a... a loft,

it was sort of a theater classroom.

It was on the second floor.

NANCY: The WPA was
a hole-in-the-wall theater. (LAUGHING)

It was dark, it was dreary,

and, you know, it was upstairs from,

I don't know,
some really skeevy donut shop.

-(SIREN WAILING)
-(HORN HOKING)

KYLE: At the time, everyone we knew said,
"Don't do it.

"Lower Fifth Avenue is a ghost town,
there's nothing there.

"People won't go there,
it's scary at night.

-"Don't do it."
-(SIRENS WAIL)

Then a Korean (CENSORED) house, uh,
took over on the top floor and they were,

needless to say, more successful
than the other rentals in the building.

SARAH:
Basically, they took a hole-in-the-wall,

they took a big, empty nothing,

and they built a theater in there,
they built a black box theater in there.

NANCY:
It just had a really good stage space,

and we were a little 99-seat theater.

KYLE: The idea was that I would be
the managing director.

Howard and Stuart would share
the duties of artistic director.

NANCY:
Howard was...

picking plays, Stuart was directing plays

and, um... they had this theater
to kind of play with.

ALAN: It was this....
like this sacred clubhouse.

Very sort of cozy.

Almost like a... I don't know, like a...
like a theatrical monastery or something.

PETER:
And it was one of those extraordinary,

magical places
because anything was possible.

Broadway was not necessarily the pinnacle,
it was this extraordinary

off-off-Broadway movement.

NANCY:
Stuart got to New York

and something had been unleashed
in Stuart.

KYLE: He... He was involved in
a lot of behavior that

a more mature person

would not get involved in
and he wanted more adventures,

specifically sexual.

Howard wanted more domesticity.

And I think he went along with it

until he couldn't go along
with it anymore.

NANCY: And... And he used to sometimes
refer to Howard as "grandma"

'cause Howard was like, the parent

and Stuart was just like,
"I'm out here, I'm having fun.

"It's New York City.
Look out, here I come."

HOWARD:

KYLE:
Stuart was definitely self-destructive.

We were walking up Eighth Avenue one day,
talking about getting older,

and he said, "I have no intention
of living to be 39."

Howard said to me that the WPA
had essentially come about

because he wanted to save
their relationship.

And that didn't work.

NANCY: They broke up
and it really affected the family

because you kind of had to pick sides,
which was like a divorce.

KYLE:
Stuart... Stuart went away.

I always said yes to Howard and Stuart

because I believed
totally in both of them.

Stuart was not so fortunate to find
that when he went outside the WPA,

and a lot of people said no to him
and thought he was kind of a diva.

I think that for my own survival,
I had to pick Howard

because I was able
to still keep working with him.

There was a clarity to the fact
that Howard was moving in a direction

that was really significant...
and I wanted to be a part of.

ALAN:
I went from accompanying ballet classes

to accompanying singers
to writing songs for Sesame Street,

and everybody was struggling
to make their way.

So, there's a good deal of competition
between writers and getting their shows on

and who was going to, uh, just get op...
basic opportunities.

We met through... Actually, the person
who first called me was Maury Yeston,

.and, um, and said, "Alan, there's this,
uh, book writer named Howard Ashman

and he's interested
in doing God Bless You, Mr. Rosewater."

And I was a Vonnegut fan, but he said,
"But he wants to write the lyrics."

And I said... "Okay, I'll meet with him."
And the guy who shows up at my door

has torn jeans and, um,
a, uh, a bomber jacket.

I remember it was a brown
leather bomber jacket

with a fur collar and it's pulled up
in the back so it's like, you know,

he's got the collar up
and I... and I think,

like a wifebeater kind of shirt on...
(CHUCKLING)

...and he walks in and he's chain smoking,
I think he's unshaven, and you know,

"Who is this guy?" And Howard had actually
been meeting with a number of other, uh,

composers, but he chose to work with me,
and so we began working together.

I remember first having
an impression, well look, you know,

I'm going to, uh...

You know, we'll sit down together
to write these songs and...

I'll help him out because I'm a lyricist

and he probably doesn't know
about that, but I'll try to make

this as easy for him as possible,
and so I'd make some suggestions

and I remember seeing his finger.
Howard had very long...

Point... and his finger
would just point at the lyric,

he said, "No, just do it like that."

(LAUGHING) I said, "Okay."

NANCY:
Howard had a very strong idea

about, not just what the words
should sound like,

but what the music should sound like.

Even... Even though
he wasn't a composer

and he didn't play a musical instrument,
he had a wonderful singing voice.

And it was all in his head,
everything was in his head

and I think he made Alan work really hard
to get it to sound exactly right.

HOWARD:
I had been afraid of writing lyrics,

and I was first drawn in with a lyricist

and... and composer
as just the book writer,

I got very frustrated.

Um, I got very frustrated
'cause there were things I wanted

the songs to do and I found it very...
I didn't know why I wasn't just doing it

and I was shy about writing lyrics,
and then I... I started writing them.

Found out not only that
I was fairly good at it, but mostly,

that I like writing lyrics
better than anything in the world.

Writing lyrics is a lot more fun
than writing, uh, dialogue for me.

MALE SINGER: Welcome to a flowing font
Of truth and good and cash

ALAN: And there, in front of me,
for the first time,

there was a... a lyric of Howard's
sitting in front of me at the piano

and I remember the visceral sense
of what it was like

to sit in front of a Howard Ashman lyric
for the first time.

When Howard and I were in the room,
it was pure creative energy.

It was no holds barred wrestling.
(LAUGHING)

Um, there was only one rule,
and that rule is,

don't leave this room without
a good idea and a good song.

And, uh, you know, he would push,
he would cajole, he would be thrilled,

he would sing, he would... you know, um,
I was never happier than when he said

"That's it, that's it, that's it."

Cheese nips, little cheese nips

Bet they dip ‘em in Kraft sandwich spread

Bet they’d eat a whole Velveeta

Bet they’d love it, I wish I was dead

ALAN: We were rehearsing,
you know, scene by scene,

and one day, um, the door opens...

and I think, I just heard somebody go...
(GASPS)

NANCY:
"Oh, my God! Kurt Vonnegut's here."

(CHUCKLING)
And we were all looking at him,

really nervously and, you know,
I just remember he... he kind of

had a stern look... while he was listening
and watching everything.

The rehearsal ended,
or the read-through ended, and we stopped

and he just got up and with a big smile,
went skipping out of the room

and we knew, "Okay... (LAUGHING)
...We're okay."

He liked it. He liked us, he liked us.

Rosewater got really good reviews
when it was at the WPA

and Warner Brothers jumped on
as producer.

It eventually moved
to the Entermedia Theater,

but moving one of these little gems
didn't always translate.

HOWARD:
It's... it's not a good idea anymore

to take a small intimate story and do it

with lots of wagon sets and treadmills
and encumber it

with tons of realistic scenery
and, uh, and produce it on Broadway.

It seems that the smaller the story,
the more, uh, people-oriented

and less energy-oriented the story is,
the more it wants a smaller house.

KYLE:
His specialty was not doing big.

To me, it's always been...

our first great lesson that what works

in a tiny space like the WPA,
where your expectations are modest...

and the element of surprise
is more present...

and the people are
a few feet away from you,

and they're talking about things
that you can relate to,

is an entirely different experience
than paying top dollar

and sitting in a larger theater
where you're at a distance

and you're, perhaps,
feeling more judgmental.

And it was... an almost total nightmare.

NANCY:
The producer sent from Warner Brothers,

she, at one point,
wanted to, um, fire Howard

and there was a lot of tension.

KYLE:
It failed completely.

Walter Kerr...

not... not only dismissed, but trashed it
in the New York Times.

After my adaptation
of God Bless You, Mr. Rosewater was done,

which had been something
of a succès d'estime

and had been very successful

off-off-Broadway,
much less successful commercially.

um, I decided that the next thing I did
was going to be something

attention-grabbing with a cast
of not more than eight people.

Um, and also,
that it would have some

sort of large gimmick sitting
in the middle of it

so that people would have to notice.

-I'm hungry.
-I don't care what you are.

Can't you see I'm knocked out?
I just killed a man.

I'm a murderer.

(MUSIC PLAYING)

HOWARD: I saw the film
when I was about 14 years old

and, uh, I think it was past my bedtime
and I was lying in my room

down in the basement and it came on
and it was a...

It's a tongue-in-cheek horror film.
It was a horror spoof,

and I thought
it was maybe the wittiest thing

I'd ever seen. (CHUCKLING)

It was a very strange
sort of cultural phenomenon

because legend has it that it's
one of the lowest budget films ever made.

Um, it was made in two days on a bet
in 1960 on the set of another film.

The plant is a lot of fun.

It's the...
It's the plant that attracted me to it.

Nobody has done, to my knowledge,
a monster movie for the stage.

We've had horror pieces for the stage.
I don't think we've had

a genuine monster epic for the stage.

NANCY: And I just remember,
we were sitting around and he goes,

"That's gonna be my next project."

And we just looked at him and said,
"You're crazy. This is horrible.

"It's a cheesy, stupid movie.
Don't do that."

And he... he's so funny

'cause he, of course,
didn't listen to anybody.

Didn't care... (CHUCKLING)
...what we had to say.

And just said, "No. I... I think
this is it. This is the one."

HOWARD:
The first thing is to make,

with any adaptation,
is to make the story coherent.

Musicals need fairly simple and direct
and convincing plot structure

because you get to talk so little.

Um, the plot of the film
of Little Shop of Horrors

falls apart in the second half,
and it's...

it's, uh, funny and it's all great get-out
when you're 12, and when you're 30,

you know, you get bored
after the first half hour

unless you're stoned and still in college.

Oh, my God! Don't stop now!

HOWARD: When you're adapting,
you're taking a point...

Adapting is like reading

and talking to a friend
about what you read.

Adapting is saying, "This is
what struck me about that thing I saw,

"about that that I read, about this...
this story that appeals to me."

Um, and so the process of communicating
your experience to another person

is what adaptation is.

I saw the film as hip and funny and smart
in a certain way and I want you

to have the experience
that I had when I saw that film

so I transform it, and that's directing,
that's book writing, that's lyric writing,

that's... that's conceptual work,
and to me, that's all one thing.

ALAN: Howard changed my life permanently
in terms of my approach to songwriting

in his embrace of writing in a style.

He wanted it to be
as close as possible to that style.

And the initial approach to it was,
you know, very kind of jazzy

and just off-beat, as in
the original Corman movie,

and then we kinda scrapped it and came
back to it when Howard said, you know,

"The idea is we're gonna...

"we should do this
as the dark side of Grease."

MALE ACTOR AS SEYMOUR: Well, you remember
that total eclipse of the sun

a few weeks ago?

MALE SINGER:
Da-doo

MALE ACTOR AS SEYMOUR: I was walking
in the wholesale flower district that day.

KYLE: It should be doo-wop rock n' roll
and Phil Spector girl group rock n' roll.

And that made so much sense
and it just,

you know, totally came together.

That's how it was born.
I had my own theater, the WPA.

My agent said it was a darn good thing
I did because no one would produce

such a crazed notion. She saw the film
and told me I was out of my mind.

Heard the first draft
and said she liked it, but she could...

that I would never be able
to get it produced.

So, we produced it ourselves at the WPA
and it was, more or less,

instantly successful.

MALE NARRATOR: Never before in the history
of the American stage

have you seen such high drama...

You don't meet nice boys
when you live on Skid Row, Mr. Mushnik.

MALE NARRATOR:
...suspense...

...blew their guts all over the floor.

MALE NARRATOR:
...and romance.

Suddenly Seymour

MALE NARRATOR: It's bone chilling,
it's spine tingling, it's a musical,

it's Little Shop of Horrors.

Here is Howard Ashman,
he is the writer, lyricist, and director

of Little Shop of Horrors
which is running at The Orpheum Theatre.

-That's right.
-BOGGS: And it's a very funny play.

It was named by the Outer Critics Circle
and it also got Drama Desk Award

for outstanding lyrics
for the Little Shop of Horrors.

-Yeah, the Drama Critics' Circle too.
-BOGGS: Must feel great...

-Hmm? And the Drama Critics' Circle too...
-BOGGS: What was that?

-...that's the inner.
-BOGGS: Congratulations,

it must feel wonderful

to be able to put something like this
together, make it happen

and have it run.
You're a real trailblazer, as he said.

-HOWARD: Yeah, that's very kind of him.
-JERRY: Yeah.

-It's true.
-HOWARD: That's very kind of him.

I feel like a granddaddy.

-(WOMAN CHUCKLING)
-BOGGS: Now this is what I wanna find out.

Why did this man say you're a trailblazer?

What did you do
that really nobody had done

quite as well or succinctly before?

Personally, I didn't do anything but I...
As I said to Jerry,

Godspell blazed the trail for us.

There's a history in New York
of off-Broadway musicals

and I guess it goes back
to Threepenny Opera at the Theater de Lys

in... in the mid '50s.
And then there's Dames at Sea,

which I was trying to write
the Dames at Sea of horror movies

-when I wrote Little Shop.
-BOGGS: Uh-huh.

I was patterning myself
after a very, uh...

-I don't know, a very succinct kind of...
-BOGGS: A form.

A kind of form and genre.

Little Shop of Horrors
is very, very, very deliberately

-a conventional American musical comedy.
-Right.

In fact, it's... it's parodying
American musical comedy.

-BOGGS: Uh-huh.
-The second number

is the one
where the girl sits on the trashcan

-and sings about what she wants...
-Right.

...like Eliza Doolittle did
once upon a time and Fiona Mc...

Whatever her name is in Brigadoon.

Women have been doing that in musicals
for years.

The difference is that our girl,
Audrey, is... is singing

about a toaster and a tract house
and, uh, a garbage disposal, uh,

-instead of a castle in the sky somewhere.
-BOGGS: Right.

A matchbox of our own

A fence of real chain-link

A grill out on the patio

Disposal in the sink

A washer and a dryer

And an ironing machine

In a tract house that we share

Somewhere that's green

KYLE: It felt like you were just
seeing something

that... that these really,
really talented people

had thrown together in a garage somewhere,
and somehow, they got these great actors

and these great sets and costumes
and they're putting on

this incredibly professional-looking show
in this dump, you know? (CHUCKLING)

KYLE: Howard was very clear
when we did Little Shop of Horrors

that it had to stay off-Broadway.

And there was a lot of energy
suggesting that, "Well, if... if the show

"is gonna be...
if it's gonna be a big show,

it has to be on Broadway."

But then there came that magic moment
that Roger Corman said

"You know, this is perfect,
you walk out of the...

"the, uh... this theater
and there you are on Skid Row."

We had offers from about 30 producers
in New York and we went

with the Shubert Organization,
David Geffen and, uh, Cameron Mackintosh

from London, um,
as a sort of conglomerate,

and they moved it from the WPA
into the Orpheum,

uh, where it's been...
where's wood to knock?

-(KNOCKS)
-Ever since.

EBERT: Our next movie
is named Little Shop of Horrors

and this movie has finally done
what so many movies have been trying to do

for a long time now, it captures
some of the same magic

as The Rocky Horror Picture Show,

which, of course,
is a long-running cult hit,

and I think that this movie
might be the next big cult film.

Feed me, Krelborn. Feed me now.

(GROANS)

It was quite successful as a film,
and why was it successful?

I think it probably has something to do
with the fact that the use of music

within the piece... is not straight,
doesn't take itself seriously

as opposed to, uh,

the West Side Story approach,
where things are absolutely serious

and we're supposed to pretend
they're not singing.

Um, here, we're always working with
tongue-in-cheek,

and I think that's probably easier
for people to accept,

A, and B, the music is in a... pop style

and they're generous toward it,
they'll accept it, uh, in a way

they may not accept
the more operetta-like style

that most of our musical theater
is written in,

so I just think I'm real lucky.

BILL:
I was born in Cincinnati, Ohio

and I was adopted at the age
of about three months.

We grew up in Cincinnati,
I went through Catholic schools

and managed to get kicked out
of a Jesuit high school

when I was a junior...
(CHUCKLING)

...and then went on to Ohio State,
um, up in Columbus.

And, um, started out right away
knowing I wanted to go into architecture.

The end of December 1979, I graduated

and I came to visit my uncle
in New York City at that time

and I brought my portfolio and resume
and I went around to a couple, uh, offices

that he had worked with and I got a...
a job offer from one of them.

So, in January 1980,
I moved into a studio apartment

on West 34th Street, and that started
my adventures in New York City.

It was a Saturday night, I think, at a...
at a bar in the Village

and I imagine Howard had probably been
to see Little Shop that night

and, um, we just sort of locked eyes
and, uh, started talking

and, uh, we... we just really clicked.

Um, a few days later, he called
and asked if he could take me on a date,

and I said,
"Sure. I'd love to go on a date."

He said, "Ha... Have you ever been
to the Grammys?"

Little Shop, Little Shop o' Horrors

BILL:
He said, "Well, my cast album is nominated

and I wondered
if you'd like to go with me."

Uh, but, um, you know,
we really started seeing each other

very seriously, uh, quickly.

We had sorta had this flush of cash
from Little Shop, and so he said,

um, you know, "I'd like to rent a place
for the summer

"and let's go look at some things,"

so we did and by, uh,
Memorial Day, you know,

we were kind of playing house together
in East Hampton.

NANCY: Bill, for Howard,
was very much an anchor.

He was the life partner
that he always envisioned himself having

'cause he wanted somebody
who was true and loyal and stable.

BILL: The commitment to each other
just occurred in a natural way.

We didn't ever sort of sit down and say,
"Well, let's, you know, let's build a life

"together, let's..." Uh, I think when...
I think the real commitment came

when we said,
"Let's build a house together."

NANCY: I think the house was a symbol
of their relationship, of, you know,

Howard's belief in Bill,
Howard's loyalty to Bill, saying,

you know, "Here is this ar...
young architect and I'd love to see him

"create something wonderful

"and we'll live in it
and it'll be, uh, you know, amazing."

BILL:
After two years together, we were...

we were well aware that we were committed
to one another

and that we were in a, uh,
a real relationship,

a spousal-type relationship.

Federal health officials
consider it an epidemic

yet you rarely hear a thing about it.

At first, it seemed to strike
only one segment of the population.

Now, Barry Peterson tells us
this is no longer the case.

BARRY: Bobby Campbell
is fighting for his life,

one of a rapidly growing group

whose battle has fascinated
and frightened modern medicine.

There is a one-in-five chance
a victim will die within the first year

of the illness.

It's a disease first detected
in the gay community

that has now spread beyond that.

A disease experts are now calling
a national epidemic.

There are more lives claimed,
victims claimed than...

than toxic shock
and Legionnaires' disease combined,

and yet most of the country
doesn't know about this cancer.

-FEMALE JOURNALIST: Why?
-Well, I think,

it's because it's a gay cancer.

SARAH: I remember, um, Howard calling me
and saying, "Have you heard about...

"have you heard about the, um,
the gay cancer?

"Stuart has it."

When Stuart was sick, Nancy and I
had got on the phone with Stuart

and we hadn't spoken to him for years
because when they broke up,

we just went with Howard and...
and we were very, very angry with him,

but we both called him,
we caught up a little bit

and we said... He was living
in Connecticut and we said we wanted

to come see him
and he said when he felt a little better,

he didn't want anybody
to see him right then.

KYLE: Stuart became sick
before we even were clear

on what we were calling the disease.
I... think we all felt

that he was going to recover...
and he didn't.

NANCY: It affected all of us,
and it especially affected Howard

because they grew up together
as young men and...

they... they... they had such...
They had a tumultuous, passionate,

uh, and artistic relationship
that was so important

to all... both of their development.

KYLE: When Howard realized
that he was going to die, um,

the fact that they had been...

that they had had a deep love
became more important than the fact

that they'd had an emotional break-up.
And he went to visit him all the time.

NANCY: And then Howard also lost
a really close friend named David Evans.

And David died from AIDS,
so by this point in time,

Howard was saying goodbye
to so many people.

BILL:
He wanted to... to do something creatively

that expressed his state of mind

about it that he couldn't really express
in another way.

Sheridan Square was, sort of, the heart
of the gay culture in New York City

and I think he wanted to...
to reference that place as a community

in grieving and loss.

And if some good rises out of everything
Then the phoenix is rising there

In the eyes that are scared
But softer tonight

On Sheridan Square

BILL: It was painful

because everyone had friends and lovers
who were getting sick and dying

and it was incredibly scary
because you never knew

when it was gonna be your turn.

MALE REPORTER: The most popular
spectator sport in America

is not the Super Bowl
or the Olympics or the World Series.

(MUSIC PLAYING)

MALE REPORTER:
It's the beauty pageant.

NANCY: So, the next show
that Howard decided to tackle

after Little Shop of Horrors

was a musical adaptation
of the movie Smile.

She's a typical high school senior
She is thoughtful and bright and clean

-She is caring and kind
-She reads books to the blind

-She's no older than 17
-And she usually works on...

MARVIN:
This show sings, this is a musical.

This is begging to be a musical.

If we don't do it right,
we made a mistake.

People having careers like mine
just don't get to do this very often,

and it's a gift to be able to do it.

JODI:
Up comes this audition for Smile

and there's this great new show,
Howard Ashman, Marvin Hamlisch.

I'm like, "Oh, my gosh!
Are you kidding me?"

'Cause my first LP that I ever bought

was A Chorus Line and a chorus
Little Shop was another one

that you just... You knew everything
about it, so I thought,

"This is gonna be incredible."

JODI SINGING:
Find my way to Disneyland

Gotta get to Disneyland

I had six callbacks, so I went in
and of course, you know,

Marvin's eating his corned beef pastrami,
some type of really big,

messy New York sandwich
that when you take a bite,

everything falls out,
but Howard was always so sweet

and so attentive, he'd sit at the edge
of his chair and he would take

these notes and you could see
he was on a mission.

He fought for an actress who could sing,
not a singer who could act,

he really did, and it was at that moment
that I thought, "I have work with this guy

"'cause he gets actors."

(PIANO MUSIC PLAYING)

I sense a feeling in this place
It's making me a basket case

The stakes are too high,
They unnerve and unglue me

I'm so strung out, I'm so done in
I hope it won't affect my skin

I'm too young to die
Why's it happening to me?

NANCY: For Howard, it was the realization
of a dream and his passion

and this was the opportunity
working with this stellar cast,

working with someone of Marvin's caliber.

This was his ticket to Broadway.

I think it's going well. I think it's...

The bottom line is,
I think it's going well.

We are absolutely,
as far as I'm concerned, on target

where we have to be now
and what we have to do.

We know exactly what we have to do
between now and December 11th.

DIANE:
December 11th, the backer's audition.

Everybody's here,

including record company magnate
and producer, David Geffen,

and representatives
from the Shubert Organization,

Broadway's most powerful producers.

The question is, "Will they come up
with the rest of the money

or does the curtain go down on Smile
right here?

-(AUDIENCE APPLAUDING\}
-DIANE: The answer?

It was nearly a disaster.

NANCY: When the workshop was done,
it was really good

in this small, confined space,
but the idea of moving it forward

and putting it on Broadway
was going to be very expensive,

a big production, and I think
the producers got nervous.

SARAH: Shubert and Geffen said no,
and Howard did not take well to no,

and wasn't used to getting no,
and was kind of shocked by that.

BILL: I don't know. I don't know
what it was that scared David

and the Shubert Organization,
the way they didn't tell Howard

but it hurt him.

SARAH:
I think, to him, it felt disloyal.

Understanding that there was a great deal
of money to be lost,

um, but still, I think,
to him, it felt disloyal.

NANCY: Howard was going to persevere,
no matter what.

Um, Marvin and he were finally able
to get other producers on board,

raise the money that they were gonna need,
and continue with the production.

JODI: You could definitely see the shift
of pressure really going onto Marvin

and Howard and a lot more of the arguing
between the two of them.

KYLE: They never really clicked in... in
a way that made the writing process easy.

MARVIN: Mm. See, up to now it felt right.
(VOCALIZING)

-HOWARD: Let me tell you something.
-MARVIN: Yeah, go ahead.

-HOWARD: Honestly.
-MARVIN: Yeah?

-MARVIN: That's not gonna be the melody...
-HOWARD: But...

-...is it?
-...but the problem with "Winners All"

-MARVIN: Right.
-HOWARD: The problem with that

as the hook is this.

They say some got to lose
But we don't care to lose

If I do that, if I...
it's grammatically so inconsistent to say

"some win, some lose,
but we're winners all".

-It makes no sense at all.
-HOWARD: Uh-huh.

MARVIN:
That's what's driving me crazy.

KYLE:
Marvin was the star.

Howard didn't have the Tony
and the Pulitzer and the... (CHUCKLING)

...Oscars and...
that... that Marvin did,

so he couldn't really pull his...
his weight with decisions.

-FEMALE JOURNALIST: Is it a hit?
-Who knows?

NANCY:
The opening night audience in New York,

we went crazy for it. We...
We loved it. We just loved it.

SARAH:
After the show, we went

over to the New York Times building
to wait for the paper.

The other person going over there
was Marvin Hamlisch,

and we didn't have to look at the paper
'cause we actually stood there

and watched Marvin's face fall,
and we just knew.

JODI:
I truly don't think I saw Marvin again.

He just became reclusive and disappeared.

KYLE:
And that was it.

Howard just knew that that...
that was probably gonna end it.

NANCY:
He was pissed.

He was really mad
at the New York theater community.

Really mad.

I feel my self-confidence
Constantly shrinking, Mom

What am I doing here?
What was I thinking?

NANCY: I don't think I'd ever seen
anything stop him.

I don't think I ever before
had seen anything...

let... the wind out of his sails,
and this certainly did that.

It was really devastating.

I think he felt, maybe, ashamed,
and he needed to get away

and be out of town
and not be seen by anybody,

and I think that's why Jeffrey caught him
at just the right time.

DON: Jeffrey Katzenberg was the head
of Walt Disney Studios at the time

and he had been courting Howard
to come to L.A.

"Dear Howard, I'm glad we had a chance
to get together.

"The prospect that you and Disney
will be able to co-conspire

"on some projects is exciting to us all.

"The combination of Howard Ashman's talent

"and the Walt Disney name
is a home run waiting to happen.

"With best regards, Jeffrey."

JEFFERY: David Geffen, you know,
who was, uh, one of my best friends then

and very much a mentor to me,
and... he said to me,

"Well, you know,
you really need to meet Howard Ashman,"

and, uh, so that's how I came
to... to meet Howard for the first time.

NANCY: Uh, I'll never forget,
we were having Seder

at Howard's apartment, it was Passover.

And Jeffrey calls in the middle
of the Seder, almost like Elijah.

(LAUGHING)

Waiting for Elijah to show up,
and it's Jeffrey on the phone,

and I don't know why, but of course
Howard picks up the phone

and takes the call... (LAUGHING)
...in the middle of the Seder

'cause it's Jeffrey.

And Jeffrey's hawking him like,
"When are you coming?

"Did you... Are...
When are you gonna sign?

"When are you coming? Come on!"

(MUSIC PLAYING)

DON: The Walt Disney Studios
in Burbank, California

was the wellspring of great animation
for decades.

But by the 1980s,
that legacy had begun to dwindle.

And the Animation Department
was moved off the lot

to some warehouses
in Glendale, California.

Well, here's another lovely location
they put us in.

Come on, let's go see who's in here.

DON: So, Howard gets to L.A.
and I think he's, you know, in his mind,

he's probably thinking he's gonna go
to this really nice campus

and, uh, you know, be there
with the Seven Dwarfs and kind of

this iconic place where Walt Disney
made his films.

But instead, Disney animation
have been moved off the lot,

like three miles down the road
into an industrial park,

and... and all of a sudden,
Howard's in a trailer.

NANCY: It was like, "Really? (CHUCKLING)
This is the Walt Disney company."

I remember thinking that, going,
"We're in a trailer in a parking lot

"next to a bowling alley?"

DON: So, when Howard first got to L.A.,
he had a lot of meetings set up

with live-action directors
and producers.

One of the first things he did
was write a script with Tina Turner

about her life story, called I, Tina.

But somehow, he never felt connected
to the live-action business

and, uh, in Hollywood, like on Broadway,
he always felt a little bit

like an outsider.

Then he gets over to Animation
and... and you get all these people

that are into cartoons and...

and they're, you know,
wearing their underwear on their head

and... and that somehow, I think,
felt like a comfortable fit for Howard.

HOWARD:
Scary, isn't it?

My background is... is in musical theater
and it's interesting 'cause I do think

there's a very, very strong connection
and application between the two media.

When I was, uh, approached with
an opportunity to work for Disney, period,

I left after...
I said, "What about animation?

"What about working in that department?"
That was what I really wanted to do here.

There's just something
about the Disney fairy tale cartoons,

going all the way back to... to Snow White
and then to Pinocchio.

I mean, I... I grew up on Pinocchio
and Peter Pan, and the idea

of doing one of those is like,
there's all these library books

on the shelf, there's... there's
Snow White and there's Sleeping Beauty

and there's Cinderella,
there's Peter Pan, there's Pinocchio

and to try to make something
that fits comfortably on the shelf

with those, I mean, that's like...

What a... what a difficult thing to do,
but what a great thing to try to do.

It's neat 'cause animation

is almost a place that you can use
a whole other set of... set of skills

and... and way of working.

Uh, it might be one of the last,
maybe the... the last great place

to do Broadway musicals...
(CHUCKLES) ...is in animation.

Um, it's a whole other world.

NANCY: Jeffrey said,
"Who do you want to work with?"

And he said, "I'll bring Alan,
I'll work with Alan."

ALAN:
My first trip to... to L.A.,

it was so exciting. I mean,
there was the palm trees...

(CHUCKLING) ...and Sunset Boulevard,
it's a very exciting time.

Um, when we came out to work at Animation,
it was a surprisingly

small operation at the time.

My... you know, my first contact
was with, uh, Peter Schneider,

who I had known previously
as the company manager

on Little Shop of Horrors,
and Peter was the vice president,

in charge of animation.

And John and Ron, my first
distinct impression of them was...

"Oh, my God, they're so...
Well, middle American."

They're so... (LAUGHING)
...so kinda white bread.

One of the first things after Howard
read the treatment, he's had this idea.

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

it was a crab character

Howard said,
"Why not make him Jamaican?"

And, um, our first reaction was,

"Jamaican?"
I mean, it was like a total twist

on what we were thinking.

Howard was involved really early
in this project and we went to New York,

met with Howard, and he...
Just based on the treatment,

the first script was written,
sort of did a placement kind of, of songs,

but I think he had practically written
all the songs, you know,

five minutes after he got the treatment,
but he said, "Now here...

say you had a song, let's just say
it was called "Part of Your World",

it could be called anything
but let's just say it was called

"Part of Your World", and then,

he and Alan, we were in Howard's apartment
in Greenwich Village and Alan came over

and played it on the piano
and... and Howard sang it and right there

and, uh, it sounded great.

DON: Howard sat down
when he first got there,

and using The Little Mermaid,

he literally taught us
how to tell a story with songs.

MIKE:
What? What did he just say? (CHUCKLING)

Your lead character needs a want.
They have to have a strong want,

and then a want song,
and you're going, "Okay."

Not even having a clue about that stuff

before Howard was around.

You would've thought
we would've known that.

CHRIS: You could bring
any creative problem to him

and I would still say, to this day

he's probably the only person
I've ever met that, I think,

ninety percent of the time, if I went
to him with something I was puzzling over,

he would have a take, it would be concise,
and probably right.

ROB: I was, you know, designing Ursula.
Uh, in the script she was described

as a Joan Collins-esque character,
so all the designs were of a very thin,

sort of high cheek-boned woman
with black hair.

ROGER: She was kind of like a...
a punk biker mama or something.

She was really freaky.

ROB:
And I did a design based on Divine.

Boom, boom, boom, boom
D-I-G means look, D-I-G means hair

ROB: And that design was put on a board
with a bunch of other designs

and then the day that Howard Ashman
came in to look at the designs,

he zeroed in on that one.

ALAN: Pat Carroll's wonderful,
but you haven't heard the witch's number

uh, until you've heard Howard perform it,
or for that matter, Audrey Two.

-I mean, he's... (LAUGHS)
-And you never should.

The men up there don't like
A lot of blabber

They think a girl who gossips is a bore
Yes, on land it's much preferred

For ladies to not say a word and after all
Dear, what is idle prattle for? Come on...

Everybody would rather write
for Captain Hook than for Peter Pan.

They're just more fun,
I don't know why, but...

And Ursula is an especially fun villain,

not only 'cause she looks like an octopus,
so you have that great movement

with her lower regions, but she's also
very sophisticated, uh, as a character.

She's much more verbal,
and as a lyricist that was fun for me,

um, because I got to make more rhymes
and more puns and more sophisticated

kind of humor with her.

I kinda see her song as a...
a comedy number,

first of all, and a character number,
um, and then third, talk about things

that are driving the plot forward.

At the beginning of that song, uh,
Ariel doesn't even know who Ursula is

practically and by the end of that song,
she's a human.

So, a whole lot changes in that...
in that little three-minute sequence.

Come on, this poor unfortunate soul

(CACKLES)

FEMALE ANNOUNCER: Good evening,
it's my pleasure to welcome you

to the 92nd Street Y

for the opening evening
of our series, "Plays Into Film".

This series originated
when a creative work conceived

in one medium was translated
into another medium.

We're delighted that Mr. Menken
and Mr. Ashman are here tonight.

Please join me in welcoming them,
thank you.

(APPLAUSE)

FEMALE INTERVIEWER:
Um, I wanna first say how happy I am

to be interviewing Howard Ashman

and Alan Menken this evening,
and that they were able to join us

to talk about their experiences
with Little Shop of Horrors.

A whole category of issues
I think that it would be interesting

to get into this evening
is the whole world of the musical movie,

which is beginning to undergo

somewhat of a renaissance in Hollywood.

Um, do you not think that...
that making a... a film out of a musical

is a different process entirely

-than making a film out of a play?
-HOWARD: Oh, yeah. I think..

-And do you wanna speak to that?
-HOWARD: Yeah, it's an exercise in stupid.

(ALL LAUGHING)

HOWARD: It's true. But, I... I don't know
why people think that film musicals work

'cause I... I think they did
during the Depression

and maybe during part of the '40s
and early '50s, but...

but I think it's very hard,
just the nature of... of the medium,

and when people start to sing,
it's pretty silly in the theater,

and it's even sillier
when you're taking a picture of it...

-(FEMALE INTERVIEWER CHUCKLING)
-HOWARD: ...and...

FEMALE INTERVIEWER:
Could you talk about that a little bit?

The changes that occur
between what happens onstage

and what happens on film
and in this case,

-some of the changes were fairly dramatic.
-HOWARD: Very dramatic.

FEMALE INTERVIEWER:
And could you just speak to that?

HOWARD:
Yeah, um, films get test marketed

and, uh, films are toothpaste,
you may be surprised to learn,

and in the course of doing previews
of this film,

and... and looking at the cards

that people write after they see
those screenings,

there were... I read them.
I saw these cards that came back.

These people who had been rounded up,
these 15 to 17-year-olds

who had been rounded up to decide
what America was gonna see that year

and they basically
were saying things like,

-"Why are they singing?"
-(FEMALE INTERVIEWER LAUGHING)

HOWARD:
And... so add a parenthesis.

I... I feel very fortunate
that we've, I think,

found ourselves in the one area
in films where musicals might work,

-and that is in animation over at Disney.
-ALAN: Yeah, it seems like there might be

a little corner of the world there
in animation where Broadway skills apply.

And I think there might be a whole...

BILL: Howard had seen his doctor
a few days before this event

at the 92nd Street Y, prior to that,
I'd say for the last few weeks

before that, um, Howard had... had
been noticing white patches on his throat

and in his tongue and we both knew
what that was, it's thrush,

and it occurs in people
with compromised immune systems, um...

And the doctor wanted to do a test for HIV
and Howard said, "No,

"we're not doing that
because I could lose my insurance

"um, if this goes on my record,"
uh, so the doctor compromised and said,

"We'll do a test for T-cell count."

FEMALE INTERVIEWER:
What do you think the future

of the American initiated musical is?

HOWARD:
I don't... I really don't know.

-I... We're all real depressed.
-(ALL LAUGHING)

HOWARD:
I don't know.

BILL: He called him with the results
of the T-cell count the afternoon

of that 92nd Street Y event,
um, and they were so low

that it was apparent that he had HIV.

We were both sort of shell-shocked,
shattered, and, um, I said,

"So, uh, you can't go to this lecture
tonight, obviously, this is..."

Like, I... I was just, you know,
literally shaking.

Um, he said, "No, I'm going
and... and, um, there's no reason not to,"

and so we both got in a cab
and went to the 92nd Street Y.

FEMALE INTERVIEWER:
Howard, do you have a theatrical project

in your future?

HOWARD: No, not really. I might.
I maybe will if I ever get up the nerve,

but, uh, no, not right this minute,
I don't. I'm kind of resting.

(FEMALE INTERVIEWER LAUGHING)

Okay, thank you all
for coming this evening

-and I will see you next week.
-(AUDIENCE APPLAUDING)

(INDISTINCT CHATTER)

-When I lighten up, I have a tendency...
-Lighten up.

-Maybe I should stand back a little.
-Yeah, a little bit.

JODI: I got the sense
that Howard felt so badly

about Smile closing so drastically
and horribly...

that Howard gave me a chance to audition.

Um, those very first few days,
I remember being incredibly nervous.

He was such a perfectionist
about a monologue that just happened

to be put to pitch, which is what
"Part of Your World" is.

And... and what I did is
I would get to the point,

after I'd do it like, 25 or 30 times.

I'd say, "Howard, can you please just
give me the line reading?"

"If I can just imitate you."

(SINGS) Ready to stand.
(SPEAKS) Do that for me.

Ready to stand and ready to know
What the people know...

You were doing more voice than that...

-Yes.
-...when we're recording, right?

-A lot more. Let's keep that little...
-A lot more.

SARAH: I think that the diagnosis...
Uh, clearly everything changed.

But I think the work
really did keep him going

and kept him believing
and almost willing him

to continue on and to live.

By the way, performance was fabulous.

-I understand.
-By the way.

-Make it more intimate. Standing in...
-HOWARD: Yes.

Standing in front of
the Lunt-Fontanne Theater

trying to sing to 1,500 people.
(CHUCKLES)

Up where they walk, up where they run

Up where they stay all day in the sun

Wanderin' free wish I could be
Part of that world

(MUSIC PLAYING)

HOWARD: Yeah, I think
we wanted to make songs

that would tell the story,

songs that would really move
the story forward

and really push the plot along

and keep things driving ahead
so it's not like,

you stop and sing a song, it's...
You get to a certain point

where the crab has to convince,
uh, the mermaid

not to go up, uh, above the water

and change her life so he has to sing
"Under the Sea" and she has to sing

"Part of Your World" because she wants
to go up to dry land so badly,

and "Kiss The Girl" is a great example,
um, because if she doesn't...

If the prince doesn't kiss the mermaid,
the worst thing in the world

is gonna happen, she going to...
she's gonna lose him and the whole...

I don't wanna give the plot away.

But it's, uh, it's a real,

uh, tense situation,
and that's where the song comes

so they're always driving the plot.

-HOWARD: Great.
-You're not gonna get a better recording.

HOWARD:
That's great.

-Are you people happy?
-Yeah, we're thrilled.

-HOWARD: We're touching its soul.
-FEMALE WORKER: All right.

GLEN:
I remember on "Part of Your World" song

had animated
and Jeffrey sat in the movie theater

and... and, uh, afterwards Jeffrey said,
"Ah, we gotta cut that song, it's boring."

CHRIS: It was natural that if you got
to a slow song without a lot of imagery,

guess what? Especially to kids,
they're gonna wiggle, you know,

and we were all trained wiggle detectors.

JEFFERY: You know, I said to everybody,
"I think you really oughta think

"about cutting that song
out of the movie,"

and, you know, Howard Ashman said,
"Over my dead body,"

you know, "I'll strangle you."

ALAN: I think Howard loved the process
and he hated when people interfered

with his control.

NANCY: When we were working
on Little Mermaid,

one day, I went to the copy machine,

lifted the lid and found a memo,
and I picked it up and I said,

"Oh, well, I've got to return this
to whoever left their memo here,"

and when I read it, uh, the memo was
all about Howard taking too much time

and asking for re-dos
and costing the studio time and money

and maybe he needed to be fired.

ALAN: Howard was very smart and said,
"Look, these movies launch

off of this kind of a song."

Every one of the movies
had some version of it,

whether it's "When You Wish Upon a Star"
or whatever example you want to choose.

It maybe temporarily kind of

hard to make work, but in the big picture,
you have to have this song.

You have to have
those earned heart moments.

ROY: I don't wanna compare him to Walt,
but on the other hand

he had that kind of influence
on everybody.

It was... it was a remarkable amount
of influence.

If... If Howard said it, you...
you know, it was gospel.

ALAN: You know, so we had lots of battles
about it, um, and ultimately he was right,

and not only did it stay in the movie,

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

NANCY: He would go to the Disney offices,
do what he had to do that day

and then he would come home
and then he would be hooked up

to, um, like,
intravenous medical equipment

to give him fluids and medicine.

So, we kind of turned
our living room into

a little bit of a hospital room for him.

BILL: At first, it was pretty...
it was pretty easy to conceal

because by all appearances he seemed fine,

you know, for... for a year, even two, um,
you know, he was functioning pretty well

and, um, you know,
it was a more gradual thing.

PETER:
It never crossed my mind that he had AIDS,

but I do know that there were certain days
that Nancy Parent had to get him off

the couch and patch him up
and send him to work.

BILL: When we got the... the news
about Howard's health,

um, it really sort of shook everything,

you know, I mean, his...
his work at Disney,

the house, what are we gonna do,
um, now that we have this news?

And so, we agreed that we would go ahead
with the project and we rented a house up

near the construction site of our...
our house.

We were living in Beacon,
which was close by.

It was a... There was a lot to...
to manage, and the worst of it

was that it had to be a secret
and that all of this was going on

and for the longest time,
um, we couldn't tell anyone.

Um, you know, what it makes you do
is it... you wanna go away, you wanna hide

and not have to explain, so that's part
of what, um, leaving New York City was.

ALAN: If we were working in my studio
on I... I can't remember what song,

but if he wasn't getting what he wanted,
he would get frustrated.

He wanted to tape some version
of the song, and he had the Walkman Pro.

The Walkman Pro in those days
was the crème de la crème of Walkman.

And he had this little microphone
that he was putting in it

and the microphone was probably
not very expensive, but it was...

The mic was not getting good connection,
it was intermittent.

Well, any... most pers...

people would simply go,
"Okay, gotta get another mic."

Howard took his Walkman Pro
and smashed it against the wall.

He said, "Don't go near it...
don't touch it."

At those times, you know, I would think,
"Is it me? Is it... Am I just that...

"(CHUCKLING) ...that inept as a composer
that he's that frustrated or..."

I'd say, "Excuse me for a second,
I just have to go do something,"

and I would leave the room
and literally cry. I just...

It was so hard.

PETER: And I suppose
that has do with the fact

that he knew he was sick.

Of which we didn't know.

But I'm sure the frustration
of being sick, of knowing that your life

is probably gonna be shortened
and you have no time left,

that I was not gonna get it done,
I don't have time

to get it done correctly, and these idiots
are standing in my way.

So how do I get it done?
Get out of my way.

(PLAYS DRUMS)

(PLAYS PIANO)

ALAN: In the midst of working on Mermaid,
we were also working on Aladdin

which was so exciting.

The initial take on Aladdin was a wink
at the Hope/Crosby Road pictures.

I sure wish I had a drink.

ALAN: A wink at the Fleischer Cartoons,
it was very stylish, very buddy

and, you know, "A Friend Like Me",
which was pure,

you know, Fats Waller craziness.

DON: It was pretty clear
that Howard was just nuts about Aladdin

and it made sense
because he played Aladdin onstage

in Baltimore when he was just a kid.

But now, while he's working on Mermaid,
he walks in the door with this

thirty-page treatment
and half a dozen songs

that plug right into it,
and they weren't just the kind of

pasted-on songs,
they were these intricate,

storytelling songs done with this craft
that only Howard and Alan

can do, and it just blew everybody away.

ALAN:
Our work as songwriters...

-I can maybe start with...
-(PLAYING PIANO)

...doesn't simply start
with the first note.

It starts with both the rhythm...

-HOWARD: Dialogue, dialogue, dialogue.
-...and the content of what

-leads up to the song.
-HOWARD: Dialogue, dialogue.

-ALAN: What is within the song.
-HOWARD: More dialogue.

-ALAN: What happens the moment after that?
-HOWARD: Dialogue.

ALAN:
Exactly the moment we end the song.

(MUSIC CONTINUES PLAYING)

Arabian nights, like Arabian days
Everything that...

ALAN: All of those little, tiny choices
are ones that Howard was a master at

recognizing and being able to control
getting those into place.

CHRIS: Those first three or four songs,
"Friend Like Me", "Prince Ali",

they don't get written by anybody else.

ALAN: The stuff that was coming out
of Howard's pen was just...

Lyrically, it was just unbelievable.

Prince Ali! Amorous he! Ali Ababwa

Heard your princess
Was a sight lovely to see

And that, good people, is why
He got dolled up and dropped by

With sixty elephants, llamas galore
With his bears and lions

A brass band and more
With his forty fakirs

His cooks, his bakers
His birds that warble on key

Make way for Prince Ali!

Splendid, absolutely marvelous.

DON: I think a lot of people figure
that when you're Disney,

you just have no problems at all
when it comes to telling a story.

It just somehow shoots out
of your eyeballs and you're done.

But that's so not true
because Disney is just people,

and... and people sitting there
with pencils and paper, uh, at a desk,

trying to make things entertaining
and funny

and feel empathy
and emotion for the characters.

And a lot of times,
it just doesn't work out

and it all comes crashing to the ground.

It is about understanding the fabric
of the character of Aladdin

and I don't think we do yet.

We had screened the movie for Jeffrey
and we went to Don Ernst's office.

Don Ernst, the producer of the movie,
he said, "Come on in here,

"come on in here, guys."
Like, "Yeah, what's going on?"

"Yeah, I talked to Jeffrey.
He hated it, he hated it.

"He hated every minute of it."

So later we talked to Jeffrey and...
and we said, "You hated it?"

He said, "Yeah, oh, it didn't work at all.
I was working on the guest list

"for my wife's, uh, surprise
birthday party, all during the screening."

So, Aladdin went on hold for re-writes
and in the meantime,

everybody got on a plane and flew down
to Walt Disney World in Florida.

HOWARD: My friends are real nervous
'cause I basically hate everything I do.

-(REPORTER CHUCKLING)
-And everything I'm connected with,

my friends are very... This is like
the first thing I've ever done,

that I go... they say, "How's the movie?"
And I go, "It's really good."

(LAUGHING)
It's... I really like it.

HOWARD: (CHUCKLING) Normal movie.

HOWARD:
Yeah.

HOWARD:
It's interesting, no creative process

is without some element of,
uh, of tension,

of conflict. There's plenty
creative tension, especially...

BILL: Howard had to go
to do this press junket

and sit for, I don't know,
eight hours a day.

During that period,
he had a catheter in his chest

and was taking
daily intravenous treatments

that we knew how to do
and I helped him with

and, uh, you know,
it was to control infection.

This was before anyone knew about it.

Uh, it was expected
that we would go on rides

and... and we had a, uh, a handler
take us around and go on roller coasters

while he was queasy... (LAUGHING)
...trying to keep the secret,

trying to keep him on his two feet

and handling the...
the question and answer periods,

uh, for two days in a row.

That was really tough.

The seaweed is always greener
In somebody else's lake

JOHN: I do remember Howard talking
and he just said, "You know,

"when I saw this parade,
I burst into tears when I saw it,"

and he said, uh,

"'cause I had just had the feeling
this would live on after me."

At the time I just thought,
"Oh, he's just... He was so moved

"because he thought something I did
is gonna live on," and I had no idea

that there was this other context.

FEMALE ANNOUNCER 2:
And the Oscar goes to...

(LAUGHS, PANTS)

Alan Menken and Howard Ashman
for "Under the Sea"

-from The Little Mermaid.
-(AUDIENCE CHEERING, APPLAUDING)

I won't do fish jokes,
just, uh, say a couple thank yous.

At Disney to Jeff Katzenberg,
Peter Schneider, to Sam Wright

who sang the song, all the words.
Mostly, though, to John Musker

and Ron Clements,
whose movie Little Mermaid really is.

-I feel really lucky, thank you.
-(AUDIENCE APPLAUDS)

ALAN: At the Governor's Ball afterwards,

we sat there with our...
our three statuettes

and Howard said, "You know, I want you
to know I'm really happy tonight,

"and, um, when we get back home,
back to New York,

"we really have to have a...
a very serious talk."

I said, "Well, what... what about?"

You know, I was thinking, "Do you not
wanna work together anymore? Is..."

Why my brain couldn't form
something was wrong

with Howard is beyond me,
and then I guess the...

You know, the Oscars
were on a Sunday night,

I guess, and we probably met that Tuesday,
um, up at his house.

Um, I came into his living room

and he said, "Well..." I said, "What?
You know, what's... (CHUCKLING)

"...what do you wanna talk about?"

He said, "Well, you know, I'm sick."

And all of a sudden, you know,
a million dominoes just went...

(IMITATES DOMINOES FALLING)

He.. you know, and he said, "Look, I...

"Uh, I feel good
that I'm telling you this now

"because I know you're taken care of."

What... You know, what was he doing?
He was basically saying, "I'm gonna die."

At the... What? He wasn't even 40 yet.
"I'm gonna die and I'm glad

"to know at least that you're
taken care of."

CHRIS: Because in those days,
it was a death sentence.

So, you were being told this man
that you love, that you were having

this tremendous amount of fun with
and creating all this work

as a group together was gonna die
in a very short amount of time

and that is very sobering.

PETER: I was angry at Howard
when I heard the story.

And I was angry because he didn't show up
for every single recording session

on the music of Little Mermaid.

He couldn't travel.

And he made an excuse
why he couldn't be there

and I was angry
'cause he hadn't told us earlier.

If we had just known, we would have moved
the recording session to New York.

NANCY:
Howard really didn't want people to know.

He was... he was afraid being judged

and criticized and what people would say,
what people would think.

PETER: Howard said to me,
"I didn't wanna tell you because...

"I didn't know how Disney would react.
Here I am, a gay man,

"and I'm working on this movie for kids,
and I didn't wanna be fired."

JEFFERY: He loved making these movies
and said that that is what he,

more than anything else,
cherished the most and wanted to do

with whatever... whatever time he had left
in his life and he didn't know

at that point, none of us knew,
how long he would have to live,

but he knew he was sick.

NANCY: He was terrified,
but he wasn't gonna stop.

Nothing was gonna stop him from getting
the stuff done that he had to do.

(MUSIC PLAYING)

GARY: Somebody had showed me the, uh,
the... the reel and it was... you know,

it was sorta slickly done,
but it was, like, not very inspiring.

It was just like...
Somebody... somebody, uh, described it

as animated masterpiece theater.

And evidently Jeffrey said,
"Put, uh, Howard and Alan on it

"and they'll do to this what they did
to Mermaid and it'll be great."

BILL:
He knew that going to California

was not gonna be easy,
uh, and eventually, not even possible.

So, he had to, uh,
talk to Jeffrey candidly.

SARAH: When Howard came back and we said,
"So what did Jeffrey say?"

He said, "He became a nice Jewish man.
He became 'how's your mother handling it',

"you know?"

JEFFERY: And he just said, "You know,
I know I am getting weaker

"and I don't have the stamina

"and I'd just like to have every ounce
that I have to the creative process."

And I said, "Great. What do you need
and... and how can I help you?"

And he said, "Well...

"I'm gonna need more of the film making
to come to me than for me

"to come to the film making and, uh,
somehow or another you need to cover that

"for... for me," and... and I said,
"Well, fine.

"The only other way I can do it, Howard,

"is just to say, you know,
you are a diva... (CHUCKLING)

"...and you're worth it to the movies
and to the company and, um..."

You know, just sort of say to them
they're to start going to you.

ROGER: Wait a minute, we have to pack up
all of our storyboards,

and all the equipment,
we have to take them all apart

and what... like six or seven of us,
we have to get on a plane,

go upstate New York, reassemble it

to take it to Howard? It was like
we were taking the mountain to Muhammad.

Why? You know, it just... it...

At the time, it felt like,
"Well, Howard, you know,

"has the... the golden Oscar on his mantel
so we have to come to him."

DON: So, we all arrive in this place
called Fishkill, New York.

It's North of New York, and we unpack
and there's... there's storyboards

and there's paper and pencils and crayons
and Twinkies and everything

that an animator needs
to get their job done.

Howard came in every morning,

and he always brought donuts with him,
and then we would start to work.

It got really intense because Howard had
these incredibly specific points of view

about things and it was difficult
and some days it went great...

(FIRE ROARS)

(SIZZLES)

-...and other days, not so much.
-(DOOR SQUEAKS, SHUTS)

HOWARD: Hi, Linda. This is, uh, Howard
and Alan here and we're gonna give you

a, uh, rough sketchy demo version
of the opening number.

Okay? Okay.

DON: So we storyboarded the beginning
of Beauty and the Beast

as just a non-musical moment.

Belle goes off, she leaves
her father's house, she goes into town.

She meets Gaston, she meets LeFou,
she buys a loaf of bread, she gets a book

and she comes home.

And Howard says,
"Well, let me take that."

Little town, in just a quiet village

Every day like the one before

Little town, full of little people

DON: So he goes off with Alan
and he musicalizes that

into this amazing kind of operetta
that does exactly the same business

all in the context
of a four or five minute song.

But he's terrified about sending it
into Disney.

ALAN: We sent "Belle" and "Be Our Guest"
and I thought this was great stuff,

he didn't wanna send it out.

He said, "We can't send this,
we're gonna get laughed at.

"Who asked for a six-minute opening number

"with countermelodies and...
I mean, what are we thinking?"

I think he feared humiliation.

Both of us are people
who have a huge part of ourselves

that relate to the world
through our work

because our work is...
that's our emotional conduit.

Something needs to... to take off there

-to compensate for...
-I know David had felt

that it had to build back in.

I mean, I remember you saying that.
That you didn't...

That you shouldn't...
That you didn't feel you should jump

-right into tempo.
-Right.

Do you want it to get faster sooner?

You're asking... I mean, yeah.
It's not really sort of building into it.

-This is not a tempo question.
-(INDISTINCT) One...

Yeah, I know what you're saying.
That it doesn't hit...

Well, a lot of the orchestra thought so
'cause it's so much softer there.

-MALE VOICE: Okay.
-ALAN: That could be it.

MALE VOICE: Can something sustain...

MALE VOICE 2:
Well, there's a lot of chorus there.

One time on American Airlines
when I went back, to my delight,

they put it in a little pot
on a little tray with milk...

A little milk and sugar thing.

-And the teabag should be in the pot.
-And the teabag should be in the pot.

-JERRY: Steeping.
-Steeping.

Because if the water isn't boiling,
it doesn't make tea...

-Right, yes, yes.
-...out of the teabag.

-The water from the tap. (CHUCKLES)
-(LAUGHS) You know that.

You know, I... I told you I have
a terrific collection of teapots.

You wanna know anything about tea,
I could tell you.

(INDISTINCT)

JERRY: It is with deepest pride
and greatest pleasure

that we welcome you tonight. And now,
we invite you to relax, pull up a chair,

as the dining room proudly presents...
your dinner.

Be our guest, be our guest
Put our service to the test

ALAN:
They were incredible. At that session,

I remember it was both Jerry Orbach
and Angela at the same session.

I mean, it was musical theater heaven.

KIRK: There was just an incredible thrill
to be able to walk into that studio

in New York and have this full orchestra
and this full chorus,

performing this stuff live, I mean,
we created the soundtrack

to Beauty and the Beast
like... like a Broadway cast album.

What I admired about Howard
was he never gave vague direction.

He never gave any direction
that was, like, kinda namby-pamby

or wishy-washy,

he was very specific right down to...
to, "When we get to this word,

"could you stress this word
more than the previous word?"

He.. he was just extremely specific and...
and focused as to what he wanted.

The orchestra, it's fine there anyways.

Yeah, the orchestration
gets real big there.

Maybe I should talk to Danny about

pulling it down a little bit
so that you, you know, you don't have

-to scream to get over it.
-Well, we're separate tracks aren't we?

That's true. I'm just wondering
if what you're hearing

-and you can't sing it.
-Yeah.

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

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

Great, and we should... similarly,
we should... we should get at least one

on this build sec... build section.
(CLEARS THROAT) Um...

So, one point too, for you,
"Our Guest"...

It's a guest, it's a guest
Sakes alive, well I'll be blessed!

Wine's been poured and thank the Lord
I've had the napkins freshly pressed

With dessert, you'll want tea
And my dear that's fine with me

While the cups do their soft-shoeing
I'll be bubbling, I'll be brewing

I'll get warm, piping hot
Heaven's sakes! Is that a spot?

Clean it up, we want the company impressed
We've got a lot to do!

HOWARD:
That's such a good take.

Dave, I think that's the take.

-Let's give a listen.
-DAVE: Yeah.

Why don't you wait... Let's wait till
Jerry and Angela come in, okay.

("BE OUR GUEST" RECORDING PLAYING)

Course by course, one by one

Till you shout, "Enough I'm done!"

Then we'll sing you off to sleep
As you digest

Tonight you'll prop your feet up
But for now, let's eat up

-Be our guest, be our guest, be our guest
-Be our guest, be our guest, be our guest

-Please, be our guest
-Please, be our guest

Yeah, yeah, yeah.

ALAN:
It was such a poignant contrast.

Um... the joy of... and... and the magic
of that movie and...

the... and the... and the fact that he was

look... literally staring death
in the face

at the age of, you know, 39.

CHRIS: I remember one night
I wanted to push, as I did often,

to keep going to do something late
because I... from a production standpoint

I knew we had to do it,
and I don't remember who took me aside

but said, you know,

or maybe even Howard said, "You know,
I just can't do it tonight,"

but there was... Somebody brought me in
to the inner circle that night

because... when you're...
when you're with somebody

and it's so gradual,
it wasn't that obvious to me,

and then the moment somebody actually
tells you, you go, "Oh. Oh, yeah.

(TAPE RECORDER BEEPING)

JOHN: Uh-huh.

JOHN:
Uh-huh.

JOHN:
Yeah.

JOHN: Mm-hmm.

-JOHN: Right.
-HOWARD:

-JOHN: Right. Right.
-HOWARD:

-JOHN: Right.
-HOWARD:

ALAN: And by the time
we went back to Aladdin...

um, Howard was now openly sick.

We needed a song for Jafar, or we wanted
to try to have a song for Jafar,

and Howard chose the moment
where Jafar is now triumphant

and one by one, everything
is being taken away from Aladdin.

Well, at that time, Howard was suffering
these neuropathies

and he'd lose the sensation in his fingers
or he'd lose his voice.

He'd lose part of his eyesight,
he'd... Things would just go.

And he had Jafar singing this song called
"Humiliate the Boy" and it's a gleeful...

(VOCALIZING)

And one by one, we're taking everything
away from Aladdin,

stripping him down to nothing.

And all of us, I think, recognized
that there was

a pretty strong subtext to this.

PETER: Great artists give you a way
of looking at the world

that you never saw before and that...

The only way they can do that
is to show you their world.

And I think Howard showed us
his world through his lyrics

and his storytelling.

BILL: To me, "The Mob Song"
in Beauty and the Beast

is trying to... to just imbue
some point of view

through a very subtle way,

and he didn't want to make
political theater,

but I think he wanted
to present characters

that cast some kind of light
on certain topics.

We don't like what we don't understand
In fact it scares us

And this monster is mysterious at least
Bring your guns bring your knives

Save your children and your wives
We'll save our village and our lives

We'll kill the beast

BILL: The "Mob Song"
is a perfect manifestation of people

seeking a... a, uh, scapegoat
for their troubles

and identifying a villain
and wanting to exterminate it.

Um, there was a lot of ignorance
about AIDS and people did still believe

that you could get it
from casual contact

and... and that the only people
that got this disease were degenerates

and... and people that deserved it,
um, and so to identify yourself

as one of those...
was asking for... To be shunned.

THOMAS:
You can never take Beauty and the Beast

away from the AIDS epidemic

because it's a movie that speaks
to its time,

and this is an AIDS metaphor,

metaphorically done at a time
when I don't even know if the creators

of it were aware
that they were creating it.

SARAH: People who question the Beast
and the "kill the Beast",

and was he talking about AIDS, and...
I always think...

I... I believe it's a bunch of hooey,
I don't think

he... he put his personal life
in anything

he wrote or did, but what there really was
with Howard was great empathy,

which means that he could put himself
in the other person's place.

It's not that he really wanted
to be a mermaid who got legs.

But he put himself in Ariel's position,
in Ariel's life, that's... that's empathy,

and from that... from that place,
you can write that character.

I think that's the definition
of an artist.

PETER: I think that was the genius
of Howard, was that he was not political.

He was human, he dealt with human issues
and human thoughts.

Talking about the kindness
of the human spirit.

I think that was Howard's gift
to all of us.

(SLOW MUSIC PLAYING)

BILL: You know, if I have a regret
about the... the... How we planned

the last few years of our life,
it would be centered mostly around

the decision to build the house
and sequester ourselves up there

away from the city.

Those last few months
were a very chaotic period

of hospitalization and... and obligation
to his work demands.

We weren't able to really spend
a lot of time just sort of

being with each other as partners,

um, and, you know, he...
he couldn't climb steps

so he had to sleep in a separate room.

Most of my interaction with him,

at that time, was about,
"What do you need?"

Giving him medications,

making sure he got meals,
it was about following program.

I had designed this house
for our future together

and we had no future together,
so then I'm left with the remnant of it.

I think we probably,

uh, had... had our goodbye
long before, um, he was actually gone.

ROGER: By that time, and I don't know
if it's just 'cause the illness

was so beating him down,
he got gentler, I remember.

He was pretty feisty in the beginning,
and I'm sure it's because of all his anger

at having to have this stupid disease,
you know, and to know that...

there wasn't really any cure,
so it was the whole anger of...

damn it, he's just hitting his stride
and the stupid disease

is gonna just cut him short.

CHRIS: We were so in the middle of working
that... And those last sessions

on Beauty even before we were really deep
into Aladdin, we were holding the phone

up to Howard in the hospital.
I mean, that's pretty heavy stuff.

ALAN: We were writing things
on hospital beds.

I wrote "Prince Ali",
I... I hauled a keyboard

to St. Vincent's and we wrote it,
you know, literally on his hospital bed.

JODI: I went to the hospital
and I remember, you know,

kissing his cheek, holding his hand,
and just telling him that he's loved.

And I remember walking out of the hall...

and I broke down.

JEFFERY: So, we went to see him
and, you know, he was, you know,

80 pounds and... you know,
lost his sight

and, um, barely had a whisper of a voice.

DON: Beauty and the Beast
was still months away from being done

so we went to visit Howard
and, um, we all were really aware

that this was probably the last time
we would see him.

And I bent over
to say my goodbyes and, uh...

and tell him what he meant to us

and... and I said,
"Howard, you wouldn't believe it,

"I mean, it... People love this movie,
who would've thought?"

And Howard said, "I would've."

ALAN:
And morning of... of March 14th...

I wake from a dream, and in the dream
I'm visiting Howard at the hospital

and I, um, I go to see him.

He says, "Hey, hi," and he says,
"Help me up, help me up."

So I put my arm behind his back
and I just gently lift his body up,

but it has no weight... and I look
and I see he's wearing a black robe

and I put him on the bed.

And I... I woke from that dream
and I remember looking at the clock

and whatever the time was,
it was six something.

-That was when Howard passed.
-(SOMBER MUSIC PLAYING)

(WHIMSICAL MUSIC PLAYING)

SARAH: It was Howard having a great time,
Howard enjoying himself

and bringing you along on that journey.
That's what that day in Howard's room

was about that he created just for me,
this world, um, a fantasy.

What we got was...
was the tip of the iceberg.

God knows what he would've done,
but it would've been spectacular.

Howard and I shared a home
and a life together, and I'm very happy

and very proud to accept this for him,
but it is bittersweet.

This is the first Academy Award
given to someone we've lost to AIDS.

KYLE:
Since he passed away,

I keep thinking I'm going to recognize
that kind of talent

in somebody else I run into,
and I haven't.

ROGER: It's really in animation history
and in, uh, film history

and in musical history,
I feel like Howard's mark is indelible

and it's ongoing, it has not diminished
over the years.

Howard's gift was so strong
and his light was so bright

that, uh, it's... it's just as strong
today as it was then.

ALAN: He was the force behind
what all this has become.

And it came from his heart
and his intellect.

And he didn't get to live to see it,
but his work lives on.

HOWARD: Maybe he's right.
Maybe there is something

the matter with me.

I just don't see how a world
that can make such wonderful things

can be bad.

Look at this stuff, isn't it neat?
Wouldn't you think

My collection's complete?
Wouldn't you think I'm the girl

The girl who has everything?

Look at this trove, treasures untold

How many wonders can one cavern hold?
Lookin' around here you'd think

Sure, she's got everything
I got gadgets and gizmos aplenty

I got whozits and whatzits galore
You want thingamabobs? I got 20

But who cares? No big deal
I want more

I want to be where the people are

I want to see
Want to see 'em dancin'

Walkin' around on those
Whad'ya call 'em? Oh, feet

Flippin' your fins you don't get too far

Legs are required for jumpin', dancin'

Strollin' along down a
What's that word again? Street

Up where they walk, up where they run
Up where they stay all day in the sun

Wanderin' free, wish I could be
Part of that world

(MUSIC PLAYING)