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Thursday Treasures

October 24, 2013

Disney and Carroll

A Wonderful Collaboration

By Kelvin Cedeño

Part 4: Alice in Wonderland (1951)


After years of pursuing a film adaptation of Alice’s Adventures in Wonderland, Walt Disney was finally able to make that dream a reality, even if by this point, everyone else around him was more onboard than he was. Production 2069 kicked off in 1947, and thus came the all-too-familiar challenge of once again trying to make Lewis Carroll’s classic into a workable narrative. It was decided that instead of just adapting the first book, they’d combine elements of Through the Looking Glass and What Alice Found There. That gave them a wealth of material to work with, perhaps too much.

Virtually every sequence from both books was considered at some point except for the chess piece royals (they were too tied into the Looking Glass plot and would conflict with the playing card royals) and Humpty Dumpty (Walt felt he talked far too much). Walt thought about developing a romance between a younger White Knight and Alice in order to give the story more heart, but the story team advised against this as they felt it was tampering too much with the source material. They were again faced with the problem of making a narrative out of a series of vignettes.


Little flourishes in the way of repeat characters would help connect the segments a bit better, many of which were layovers from David Hall’s 1939 storyboards. The character of the “Drink Me” bottle, created for that version so that Alice would have someone to interact with in the hallway, would change into a Doorknob. The Dodo (originally only seen during the Caucus Race in the book) would appear again during the White Rabbit’s house segment in place of Pat the guinea pig. Alice would be given the goal of catching the White Rabbit as opposed to her less concerned goal in the book of finding the Queen’s garden. This would allow the White Rabbit to make periodic visits in and out of segments he was never apart of in the novel, most notably the Mad Tea Party. Giving the Mad Tea Party a better sense of whimsical purpose would be the transfer of the unbirthday concept from Humpty Dumpty to the Hatter and Hare. The use of Wonderland food would be made more consistent in that liquid would always equal growth while cookies would equal shrinking. Alice would be shrunk for the Garden of Live Flowers sequence rather than being her normal size. To help raise the stakes during the climax, Alice would be the one put on trial, not the Knave, and a wild, insane curtain call of a chase would top it off.

From a narrative standpoint, Walt felt that even with all of these tweaks to the material, it still wasn’t strong enough. It was decided that a great emphasis needed to be placed on two things. The first of these was the art direction. The original illustrations of the books by John Tenniel were synonymous with Carroll’s text. In fact, Carroll himself was very particular as to how the characters should be depicted to the point where Tenniel almost turned down the offer to illustrate Looking Glass. Walt had purchased the rights to the artwork, but Tenniel’s designs weren’t really suitable for animation. The character designs took a more streamlined approach but with enough recognizable features to still make them feel iconic.

Mary Blair

The world of Wonderland itself also posed a challenge. The book illustrations were often closed in on the characters so that there usually wasn’t a sense of what the environments were like. Even the text kept descriptions to a bare minimum. Help would arrive in the form of Disney concept artist Mary Blair. She had been with the studio since 1940, but it was the trip she, Walt, and the other animators made in 1941 to South America that really shook up the way she approached color styling. She was influenced by the bold colors and striking patterns she came across during that Good Neighbor Policy tour and took those ideas with her back to the studio. Those concepts, mixed with her own sense of whimsy, resulted in modern-yet-fantastical stylings the studio had never seen before. This made her a natural to spearhead the look of Alice.

Her approach was more dreamlike and fancifully skewed than the lush realism of David Hall’s ideas. Wonderland in her eyes was filled with glorious Technicolor as well as curious shapes and eccentricities (armchairs lodged on walls, spoons with bends in the middle, slanted surfaces, etc.). Blair’s designs were so bold that in many cases, little had changed from the concept art to the final backgrounds. It suited the Disney approach of trying to make the material as fun as possible, and it helped sell the idea that this was a fantasy world only animation could truly do justice.

Alice Music

The other key factor Walt felt could drive the material was music. Virtually every segment would feature a new song, and while some were taken from Carroll’s text, most would be new. Tin Pan Alley songwriters Mack David, Al Hoffman, and Jerry Livingston (who were also penning the songs for Cinderella) were hired for the project, but the only song of theirs that was chosen was “The Unbirthday Song.” Bob Hilliard and Sammy Fain (the latter of whom would go on to write the music for Peter Pan) would write the majority of Alice’s tunes, though Gene De Paul and Don Raye would contribute “’Twas Brillig.” Over 30 songs were collectively written for Alice, and the following are what appear in the final film accompanied by a score from Oliver Wallace (all of the numbers are by Hilliard and Fain unless otherwise noted):

“Alice in Wonderland”
“In a World of My Own”
“I’m Late”
“The Sailor’s Hornpipe” (Traditional)
“The Caucus Race”
“How D’Ye Do and Shake Hands”
“The Walrus and the Carpenter” (Adapted from Lewis Carroll)
“Old Father William” (Words by Lewis Carroll)
“We’ll Smoke the Blighter Out”
“All in the Golden Afternoon”
“`Twas Brillig” (Words by Lewis Carroll, music by Gene De Paul and Don Raye)
“The Unbirthday Song” (Words and music by Mack David, Al Hoffman, and Jerry Livingston)
“Very Good Advice”
“Painting the Roses Red”

Interestingly, of the many songs not used in the final film, one particular number would find new life elsewhere. “Beyond the Laughing Sky” was a wistful, melodic tune sung by Alice during the real-world opening. Similar in tone and theme to “Over the Rainbow” from MGM’s 1939 musical The Wizard of Oz, the number was dropped for two reasons. First, it was deemed too risky to open such a wild and madcap picture with such a slow tune (coincidentally, “Over the Rainbow” was cut for a short time for this same reason). Second, the notes were deemed too difficult for Kathryn Beaumont to attempt. A new song, “In a World of My Own,” would replace it which was more upbeat and more in Beaumont’s range. That wouldn’t be the end of “Beyond the Laughing Sky’s” life, however. Composer Sammy Fain would be assigned to Peter Pan, and when trying to come up with a main title number for that picture, remembered “Laughing Sky.” He had Sammy Cahn wrote new lyrics to the same melody, and the song became “The Second Star to the Right.”

With the story, design and songs mapped out, it was time to cast, and no role would be more important that than of Alice herself. In the midst of all the chaotic and eccentric characters that would parade in and out of the film, Alice needed to be played by someone with a good head on her shoulders, someone who could balance both the character’s sophistication and wide-eyed wonder. Walt’s first choice was none other than actress Margaret O’Brien. A veteran child actress who won a juvenile Oscar for her role as Tooty in Meet Me in St. Louis, O’Brien was one of the biggest child stars at Metro-Goldwyn-Mayer. Walt intended for his picture to feature a star-studded cast, and having O’Brien in the lead would certainly draw in audiences. On top of that, Walt knew MGM wasn’t going to let O’Brien out of her contract with them, and he was hoping to ally with them as a distributor as he wasn’t too enthralled with RKO Radio Pictures (who had been distributing all his features since Snow White and the Seven Dwarfs).

In this instance, Walt’s instinct faltered. MGM decided not to renew O’Brien’s contract in 1949. Walt snatched her up only to find out why MGM had let her go in the first place: her mother Gladys was a no-nonsense agent who was always demanding more money. Walt and Gladys got into heated debates over Margaret’s salary, and he eventually let her go four days after making the casting announcement. Funnily enough, one of Margaret’s co-stars, a British girl who was essentially a mute extra in The Secret Garden, would win the role after also being let go by MGM: Kathryn Beaumont.

Kathryn Beaumont

Beaumont had done a very early test on August 26, 1947 in which she sang “Brahm’s Lullabye.” Nearly two years had passed before the now-eleven-year-old Beaumont was finally chosen. The press was waiting in Walt’s office for her first meeting with him. Upon entering, she was surprised to find how friendly he was and how he acted like there was no one else in the room but them. The two of them sat together and completely ignored the photographers surrounding them. Walt opened up a dual volume edition of both Wonderland and Looking Glass, showing Beaumont which chapters he intended on using for the film. From that point onward, she felt as though she were a key part in the process and was never talked down to. Beaumont began recording on June 19, 1949. Walt would go on record to say that she was exactly the Alice he needed in that her voice wasn’t too British so as to turn off domestic audiences, but it wasn’t too American so as to turn off purists.

The White Rabbit seemed to be a challenging role to cast as two actors came in to record before a third one was finally chosen. First was Paul Frees who is best known to Disney fans as the original voice of Ludwig von Drake and as various voices on The Haunted Mansion and Pirates of the Caribbean attractions. Frees recorded tests as both the White Rabbit and the Dodo but wasn’t hired for either role. Next came Dink Trout who actually was cast and began recording dialogue as both the rabbit and the King of Hearts. At some point, however, it was deemed his voice wasn’t quite right for the rabbit, but he was still kept on as the king. Bill Thompson eventually landed the role along with that of the Dodo.


Stan Freburg (Lady and the Tramp) was hired as the voice of the Jabberwock, but his entire sequence was cut during production just before animation started (it’s unclear how far along he got into recording, if at all). The scene would’ve taken place in Tulgey Wood. Alice at this point would’ve been so pre-occupied with finding her way home, that she’d pay no heed to all of the warnings throughout the forest of the Jabberwock. When the creature appeared, he’d grow upset at his inability to scare a now-frustrated Alice and would break down and cry. Alice, fed up with all of the nonsense, would wish for him and all of the Tulgey Wood creatures to go away, and when they comply, she’d be left in an empty void. The Jabberwock’s deletion happened late enough into production that the Little Golden Book Alice in Wonderland Meets the White Rabbit (whose art by artist Al Dempster was being worked on simultaneously with the film) features the character.

The cast was compiled of well-known actors, particularly radio ones. Walt wanted to ensure that not only would the voices be distinct and colorful, but that the names would get audiences into seats. Alice in Wonderland was the first Disney animated film to have its cast listed all over the marketing, and it would be the first to have end credits. Many of these actors already had a history with Disney, and even the ones that didn’t would go on to do so. The final film would feature the following actors:

Alice Cast

Kathryn Beaumont (Alice)
Ed Wynn (Mad Hatter)
Richard Haydn (Caterpillar)
Sterling Holloway (Cheshire Cat)
Jerry Colona (March Hare)
Verna Felton (Queen of Hearts)
Pat O’Malley (Tweedle Dee, Tweedle Dum, Walrus, Carpenter)
Bill Thompson (White Rabbit, Dodo)
Heather Angel (Alice’s Sister)
Joseph Kearns (Doorknob)
Larry Grey (Bill)
Queenie Leonard (Iris, Bird in the Tree)
Dink Trout (King of Hearts)
Doris Lloyd (The Rose)
James MacDonald (Dormouse)
The Mellomen (Card Painters)
Don Barclay (Miscellaneous Voices)

Three directors would oversee the production, a common trait in animated films from Walt’s era. They were Wilfred Jackson, Hamilton Luske, and Clyde Geronimi, and Alice in Wonderland’s fragmented narrative made it a logical decision to split the segments up between the three. The following is a complete sequence breakdown with the accompanying director for each:

Sequence 1: Opening (Wilfred Jackson)
Sequence 2: Down the Rabbit Hole (Wilfred Jackson)
Sequence 3: Alice and the Doorknob (Hamilton Luske)
Sequence 4: Caucus Race (Hamilton Luske)
Sequence 5: Walrus and the Carpenter (Dee and Dum) (Clyde Geronimi)
Sequence 6: The Rabbit’s House (Hamilton Luske)
Sequence 6.5: Garden of Live Flowers (Hamilton Luske)
Sequence 7: Caterpillar (Hamilton Luske)
Sequence 7.1: Bird in the Tree (Clyde Geronimi)
Sequence 7.5: Cheshire Cat (Clyde Geronimi)
Sequence 8: Mad Tea Party (Clyde Geronimi)
Sequence 9: Tulgey Wood (Clyde Geronimi)
Sequence 9.5: Painting the Roses Red (Hamilton Luske)
Sequence 10: Croquet Game (Wilfred Jackson)
Sequence 11: Trial (Wilfred Jackson)
Sequence 12: Ending – Chase (Wilfred Jackson)

Alice live action

Partially to keep costs down, a live-action version of the film was shot for the benefit of the animators. Most of the actors hired to voice the characters would also physically play them for this reference version, most notably Kathryn Beaumont. Due to the strange nature of Alice’s adventures, Beaumont was put into odd contraptions to better help with the stunts. These included rigging that would drop her for the rabbit hole scene, giant boxes she had to push out of the way to represent the card chase, and a machine she rode on top of for the croquet game (which was rather reminiscent of bullriding). For the White Rabbit house sequence, an actual model of the house was constructed for her to sit inside of while her limbs dangled outside. The animators thought this wasn’t doing them any good since they couldn’t see her and her how her body was contorting within the confined space. Another house was created out of simple frames so that Beaumont could remain visible.

Ed Wynn was famous for his adlibs, and Alice was no exception. During the live-action reference filming, he came up with dozens of off-the-script gags using props from the tea table. His tomfoolery so amused the filmmakers that they decided to work them into the script. There was one problem, though. When Wynn tried to recreate these gags for the sound booth recording, they fell flat. Walt suggested they use the actual audio from the reference filming for the final film. After a great deal of patching and clean-up work by the sound editors, they managed to make a workable soundtrack out of Wynn’s soundstage performance.

Alice Animators

With the dialogue recorded and the live-action reference film completed, it was time to work on the animation itself. Walt had a core group of animators who had worked on many films with him and who he entrusted in supervising the final character designs. They were fondly known as the “Nine Old Men” despite being in their 30s and 40s, and while each would have a plethora of films under his belt, Alice would be one of only three times all nine would work together on the same project (the other two instances being Cinderella and Peter Pan). Each was known for bringing a particular flavor and perspective to character. For example, Milt Kahl and Marc Davis would often get the protagonists due to their subtle and realistic draftsmanship. Frank Thomas and Ollie Johnston, due to their close friendship, were usually assigned characters that would be interacting often and had a pre-established relationship (sometimes this would apply to villains and their minions, sometimes to supporting characters). Ward Kimball always got the comedic characters, and due to Alice’s nature, he supervised the most characters out of anyone. The following is a list of all Nine Old Men and the characters they had worked on in Alice in Wonderland.

Les Clark (Alice)
Marc Davis (Alice)
Ollie Johnston (Alice, King of Hearts)
Milt Kahl (Alice, Dodo)
Ward Kimball (Tweedle Dee, Tweedle Dum, Walrus, Carpenter, Cheshire Cat, Mad
Hatter, March Hare, Dormouse)
Eric Larson (Alice, Caterpillar, Queen of Hearts)
John Lounsbery (Flowers, Cheshire Cat, Mad Hatter, Tulgey Wood Creatures)
Wolfgang Reitherman (White Rabbit, Dodo, Walrus, Carpenter, Bill, March Hare)
Frank Thomas (Doorknob, Tulgey Wood Creatures, Queen of Hearts)

One Hour in Wonderland

To help ensure the success of his 13th animated feature, Walt decided to go all-out in an unprecedented marketing campaign. He kicked off the promotional push with his first-ever television special on Christmas Day 1950: One Hour in Wonderland. Sponsored by Coca-Cola, the special featured himself, Kathryn Beaumont, Edgar Bergen, Bobby Driscoll, and Hans Conried as the Magic Mirror. The scenario was that he was throwing a Christmas party at the studio, and for the entertainment, the Magic Mirror would show various shorts and clips from films. These included “The Silly Song” from Snow White and the Seven Dwarfs, the tar baby sequence from Song of the South which featured the famous “Zip-A-Dee-Doo-Dah” number, the Mickey Mouse short Clock Cleaners, and the Pluto short Bone Trouble. To top it all off, Walt unveiled most of the Mad Tea Party sequence from Alice in Wonderland seven months before the public would see the whole film in theaters. The show was a smash and convinced Walt that television was a viable way of promotion.


Two more forays in television would follow for Alice’s marketing campaign, those these would be part of other programs. “The Fred Waring Show” dedicated the second half of its March 18, 1951 episode to the film. Both Kathryn Beaumont and Sterling Holloway appeared as their characters in costume amidst sets designed by Mary Blair. Several musical numbers from the film were performed by the actors and Waring’s chorus (also donning costumes), and a clip of the March of the Cards sequence was presented. On June 14, “The Ford Star Revue” aired a segment called Operation Wonderland. Narrated by James Melton, it was essentially a “making of” piece, taking viewers on a tour of the different departments that help make an animated feature. The most fascinating aspect of this was the peek at the live-action reference footage, the only known remnants that have been known to survive save for one other piece to be discussed later.

Alice in Wonderland posters

At long last, Walt Disney’s Alice in Wonderland had become a reality. It had its premiere on July 26, 1951 in London’s Leicester Square. Unfortunately, Walt was dissatisfied with the final product, and both critics and audiences agreed with him. He felt it was too cold a picture and that the laughs in the film weren’t earned without some tears to help give them substance. The animators felt similarly and blamed the episodic structure. Ward Kimball compared it to a series of vaudeville acts with each segment trying to outdo the next and that in the midst of it all, only the cool-headed Cheshire Cat emerged as a success. Marc Davis didn’t think Alice herself was a very interesting heroine for the viewers to root for and mused that perhaps if she had Dinah with her to interact with, there might’ve been more of a spark. Purists weren’t pleased at how fast and loose Disney adapted Carroll’s books, and the general public felt the film too odd and alienating. On a $3 million budget, Alice only made back $2.4 million domestically.

In a time where Walt would re-release his films to theaters ever seven years, Alice in Wonderland became relegated to television. It was the first of his films ever to air and did so as the second episode of his Disneyland series on November 3, 1954. And so that seemed to be the film’s fate until the early 1970s. Alice had become a cult favorite at college screenings due to its surrealism and colorful imagery. Disney decided it was time to bring it back to theaters and did so on March 15, 1974. The success of this release encouraged Disney to re-release it again on April 3, 1981, thus pushing the film’s popularity further.

Alice on homevideo

On home video, Alice in Wonderland has been a bit of a litmus test to gauge consumer interest. The film would be one of the first from the studio released with each passing format since it’s a recognizable enough title to warrant attention without Disney having to spoil one of their crown jewels early. It debuted on Betamax in 1981, and both a VHS and laserdisc release followed the next year. In 1986, it would be one of the first titles to kickstart the “Walt Disney Classics” collection on VHS. Due to an influx of both knock-off versions as well as bootlegs, a black flap was added to the artwork in 1991 that emphasized it as being “The Original Animated Classic!” A laserdisc released soon followed. With 1994 would come another collection and yet another edition of Alice on both VHS and LD: “The Walt Disney Masterpiece Collection.”

On November 22, 1995, Alice in Wonderland would be part of the “Exclusive Archive Collection” – a collection of laserdiscs aimed squarely at film fans containing generous rosters of supplements. Alice arguably received the most exhaustive treatment of these titles as, along with a new restoration, it contained the following bonus material:

* Music and Effects Track
* The History of Alice in Wonderland
* Sir John Tenniel’s Illustration for the Lewis Carroll Books
* An Alice Comedy: Alice’s Wonderland (1923)
* A Mickey Mouse Cartoon: Thru the Mirror (1936)
* 1939 Storyboards for Unproduced Feature Version
* 1943 Storyboards for Unproduced Feature Version
* Final Sequence Breakdown
* Deleted Storyboard Concept: Alice Daydreams in the Park
* Design Concepts
- Mary Blair
- Wonderland
- The Tulgey Wood
* Character Design
- Alice
- The White Rabbit
- The Queen of Hearts
- Tweedle Dee and Tweedle Dum
- Flowers
- The Cheshire Cat
- The Mad Hatter
- The Caterpillar
- Miscellaneous Characters
- Deleted Characters
* Main Title Designs
* Photo Gallery
- Live-Action Reference Filming
- Studio Production
- Voice Talent
* Publicity
- Posters
- Lobby Cards
- Pressbook
* Trailers
- 1951 Theatrical Trailer
- 1976 Re-Release Trailer
* Walt Disney TV Introductions
- Disneyland Television Show
- The Wonderful World of Color
* One Hour in Wonderland
* Operation Wonderland
* The Fred Waring Show (Excerpt)
* Song Demos and Tests
- The Caucus Race
- I’m Late
- J. Finleson Test
- The Unbirthday Song
- Tea Party Dialogue Sequence
- Alice in Wonderland
- In a World of My Own
- Dream Caravan
- If You’ll Believe in Me
- The Jabberwocky Song
- Beware the Jabberwock
- `Twas Brillig
- The Walrus and the Carpenter
-- Part 1, Version #2
-- Part 2, Version #1
-- Part 2, Version #2
-- Part 3, Version #1
- Garden of Live Flowers Dialogue Sequence
- Rose Garden Sequence
- How Doth the Little Crocodile
- Paul Frees Auditions
-- Dodo Bird
-- White Rabbit #1
-- White Rabbit #2
- The Lion and the Unicorn
- Beyond the Laughing Sky
-- Demo
-- Gloria Donovan Audition
- Everything Has a Useness
- Instrumental
- Dance Instrumental
- Entrance of the Walrus and the Carpenter
- Alice and the Cheshire Cat
- Gavotte of the Cards
- Mock Turtle Soup Song
- So They Say
- Humpty Dumpty
- Entrance of the Executioner
- When the Wind is in the East
- Brahm’s Lullabye Kathryn Beaumont Test
- Beautiful Soup
- The Carpenter is Sleeping
- Speak Roughly to Your Little Boy
- Will You Join the Dance
- Finale
* Alice in Wonderland BBC Radio Broadcast
* BBC Christmas Radio Broadcast

Alice home video 2

A year after closing out the “Walt Disney Masterpiece Collection” on VHS (its second release in the collection), Alice was again one of the kickstarter titles for what was then called the “Walt Disney Gold Classics Collection.” It was here, on July 4, 2000, that the film debuted on DVD, but it was a lackluster affair. Besides recycling the 1995 laserdisc transfer, the disc only had the Operation Wonderland featurette, a storybook and trivia game narrated by Kathryn Beaumont, two sing-alongs (“All in the Golden Afternoon” and “The Unbirthday Song”), and the 1974 reissue trailer.

Another collection, another Alice in Wonderland release: the Masterpiece Editions were meant to be bonus feature-laden 2-disc DVD sets of films not quite prestigious enough to be part of the elite Platinum Editions, but respected enough to be showcased here. Pocahontas, Lilo & Stitch, and Mary Poppins were meant to join Alice in this lineup, but they ended up with their own edition titles. Alice stood as the sole Masterpiece Edition on January 27, 2004 and would be a massive improvement over the Gold Classic release. It was given a dramatic new restoration by Lowry Digital, and all of the video features from the Archive LD were ported over (though only a handful of stills and audio were brought in). The set added a new recording by Jim Cummings of the discarded Cheshire Cat song “I’m Odd,” a featurette on “Beyond the Laughing Sky’s” transformation into “The Second Star to the Right,” and a Virtual Wonderland Party (essentially a children’s interactive show with Alice characters).

To cross promote the theatrical release of the Tim Burton film, Disney released an “Un-Anniversary Edition” on March 30, 2010. This release was the Masterpiece Edition with new artwork and two new features: a retrospective featurette “Reflections on Alice” and the deleted storyboard sequence “Pig and Pepper” presented by Disney directors John Musker and Ron Clements. Finally, on February 1, 2011, Alice in Wonderland made its high-definition debut on Blu-ray via a 60th Anniversary Edition. For this release, it was once again given a complete restoration makeover unlike any before, carried over all of Un-Anniversary Edition supplements, and added the following: the groundbreaking “Through the Keyhole” feature which acts as mix between a documentary, film commentary, and video gallery, Ollie Johnston’s pencil test of Alice shrinking, newly-discovered live-action reference footage of the Alice and the Doorknob sequence (with accompanying commentary by Beaumont), a color version of Walt Disney’s 1954 television introduction, and an interactive “Painting the Roses Red” game.

With all of its television airings, its late blooming into the theatrical reissue venue, and its multiple incarnations on home video, Alice in Wonderland has moved from a film Walt was disappointed in to one of the studio’s most popular animated classics. It was a film ahead of its time, and yet all of Walt’s previous attempts showed that it was also the right one. Its interpretations of Lewis Carroll’s characters have defined the way the general public imagines them, and viewers have marveled at its wit and style. One might think this would mark the end of Disney’s relationship with Carroll, but there was still more to come.

In the next part of this series, we’ll be taking a look at the Disney Channel series “Adventures in Wonderland.”


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