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The working title of this film, which was Walt Disney's third feature-length picture, was Concert Feature. Although there are no onscreen credits on the film other than a title card, the above credits were taken from a contemporary program. The above credits are also listed at the end of the 1990 re-release print. Credits listed above that are not related to a specific sequence were obtained from contemporary production information located at the Walt Disney Archives. The running time of 124 minutes listed above was calculated from NYSA footage. Contemporary sources conflict as to the original running time, and are not always specific about whether the times given include the fifteen-minute intermission in the original release. Variety, Film Daily and Daily Variety give the running time as 120 minutes, while Motion Picture Daily lists 150 minutes, including the intermission, and Motion Picture Herald and Box Office list 135 minutes. Other contemporary sources state that the picture ran for a little over two hours. Modern sources usually give the original running time as 120 minutes.
       Unless otherwise indicated, the following information was obtained from contemporary news items, magazine articles and reviews: Story development on the film began in 1937, before the completion of Snow White and the Seven Dwarfs, when Walt Disney decided to make a Silly Symphony cartoon short of Paul Dukas' "The Sorcerer's Apprentice." Dukas had based his music on Goethe's nineteenth century ballad poem Der Zauberlehrling. A chance meeting between Disney and Leopold Stokowski led to the well-known conductor, who had been featured in films such as Universal's One Hundred Men and a Girl, agreeing to conduct the score for the short. A November 19, 1937 Hollywood Reporter news item reporting Stokowski's "agreement with Walt Disney to co-star with Mickey [Mouse]" described the project as "Seventy Men and a Mouse." A modern source notes that up until Stokowski's involvement, the animators had been using a recording of Arturo Toscanini's version of Dukas' music as a guide while working out the story. Modern sources point out that Mickey received a "face lift" for the short. For the first time in his twelve-year career, Mickey was drawn with pupils in his eyes, and was chunkier and "cuter." When production costs on "The Sorcerer's Apprentice" began to mount far beyond the normal costs of a regular Silly Symphony (approximately $125,000 at this point, according to modern sources), Disney decided to do a "concert feature." According to modern sources, in the autumn of 1938, Stokowski, Disney, noted music critic Deems Taylor and story directors Joe Grant and Dick Huemer, spent three weeks listening to many different compositions and selecting the program for Fantasia.
       Full-scale production on Fantasia began while the studio was also working on Pinocchio (see below), and Bambi, which was not released until 1942. Modern sources indicate that some of Disney's staff suggested starring "Dopey," one of the dwarfs from Snow White, in the original short, but Disney was adamant that the picture star Mickey Mouse. Although a July 31, 1940 Hollywood Reporter article stated that "Pluto" would also be in "The Sorcerer's Apprentice" segment, Mickey Mouse was the only previously used Disney character to appear in the completed picture.
       The new characters created for the film required a wide variety of research on the part of Disney artists. Science experts were consulted for the "Rite of Spring" sequence, Greek and Slavic mythologies were studied for "The Pastoral Symphony" and "Night on Bald Mountain" sequences, and zoo animals and ballet dancers were scrutinized for the "Dance of the Hours" sequence. According to an October 1938 Hollywood Reporter news item, Joyce Coles, a "former prima ballerina" was "engaged by Walt Disney as a dancer to be photographed as a basis for a cartoon character." Modern sources confirm that she was one of the dancers used as a live-action model for the dancing in various segments of the film. Modern sources note that other dancing models used were Marge Belcher (later known as Marge Champion, who also modeled for "The Blue Fairy" from Pinocchio and for "Snow White"), Hattie Noel, Princess Omar, Irina Baronova (who was the model for "Mlle. Upanova" the ostrich), Tania Riabouchinska (the model for "Hyacinth Hippo"), and Roman Jasinsky (who modeled for the elephants). Baronova, Riabouchinska and Jasinsky were dancers from the Ballet Russe. David Lichine helped choreograph the dance of the alligators.
       Modern sources state that actor Nigel de Brulier was the model for the Sorcerer in "The Sorcerer's Apprentice"; that Walt Disney supplied the voice of Mickey Mouse when he congratulates Stokowski in the picture; and that animator Art Babbitt based some of the movements of "Hop Low," the little mushroom dancer in "The Nutcracker Suite," on the comic, characteristic movements of one of the Three Stooges. Bela Lugosi was to be the model for "Chernabog, the black god" in "Night on Bald Mountain," but Vladimer "Bill" Tytla, the primary animator of "Chernabog," was not inspired by Lugosi's movements, and instead filmed Wilfred Jackson, the director of the sequence, acting out "Chernabog's" scenes. Modern sources also list the following artists, who contributed to the film but did not receive credit in the original program: Albert Hurter, a Swiss artist who, among other things, helped conceive the design of "Chernabog"; German filmmaker Oskar Fischinger, a pioneer of abstract animation who helped create the "look" of the "Toccata and Fugue" number; Charles Cristadoro, who sculpted character models to aid the animators; Leigh Harline, a musical director on "The Sorcerer's Apprentice"; Roy Forkum, a backgrounds painter on "The Pastoral Symphony"; and Jerry Brewer, Bill Hurtz, Herman Schultheis, Jules Engel and Ed Gershman.
       Some of the characters derived from the imagination of the Disney artists drew the attention of PCA Director Joseph I. Breen. In a November 1939 letter contained in the MPAA/PCA Collection at the AMPAS Library, Breen wrote, "We caution you...against the possibility of too realistically portraying some of your characters, such as...the characters described as female centaurs, or centaurettes, [which] should not be part the body of a horse and part a beautiful female body showing breasts." Some modern sources assert that pressures from the PCA directly resulted in the animators clothing the centaurettes in flower brassieres, but this has not been confirmed by contemporary sources. In Fantasia: The Making of a Masterpiece, a documentary released on video by the Walt Disney Company in 1991, animation supervisor Ward Kimball states that he had "a whole stack of memos" specifying how the centaurettes should and should not be drawn.
       Modern sources assert that Disney wanted to stretch the limits of his animators' talents by employing such devices as a wide-screen format, 3-D for the "Toccata and Fugue" section and spraying audiences with perfume during "The Nutcracker Suite" sequences. It is not clear how far these ideas were developed, but all were eventually abandoned, presumably because of the potential difficulty and cost. A April 10, 1939 Hollywood Reporter news item reported that Philadelphia attorney Mark S. Tutelman, claiming that the picture plagiarized a scenario he submitted to Stokowski in 1937, filed a lawsuit to restrain Disney from continuing production on the film. The final disposition of the case is not known.
       The musical numbers were recorded by the Philadelphia Orchestra, under the direction of Stokowski, at the Academy of Music in Philadelphia, PA in the spring of 1939. According to a April 24, 1939 Hollywood Reporter news item, it was the "biggest and most expensive scoring job ever attempted," for which Stokowski was "reported to be receiving $50,000 and a percentage of the picture." Varying contemporary sources note that between 420,000 and 483,000 feet of soundtrack was recorded, of which 11,953 to 18,000 feet was used. In Fantasia: The Making of a Masterpiece, it is stated that each animator had a phonograph by his work table and played a recording of Stokowski's score for inspiration. Contemporary estimates of the cost of recording the music range from $200,000 to $400,000; modern sources usually state that the final cost of recording the music was $400,000. In a November 17, 1940 New York Times article, Disney stated that the "jam session" in which the musicians play a "hot" version of "The Pastoral Symphony" was recorded for the intermission while Stokowski was touring South America, but that the maestro was pleased with it upon his return. A modern source discussing the filming of the orchestra for the live-action sequences notes that James Wong Howe was the cameraman for the first session of filming, but that his work was not used, as only the second session of filming appears in the finished picture. Stokowski's recording of "The Sorcerer's Apprentice" was done in Hollywood in January 1938, and it was the only musical segment not to be recorded by the Philadelphia Orchestra. The vocal portions of "Ave Maria," which were specially written for the film by poet Rachel Fields, were also an exception. [On May 6, 1992, the Philadelphia Orchestra Association filed a 60 million dollar lawsuit against the Walt Disney Co. and Buena Vista Home Video. Claiming that Disney released its recordings of the music in Fantasia on video and laserdisc without its consent, the Philadelphia Orchestra sought half of Disney's profits from the sales. The final disposition of the suit has not been discovered.]
       Much has been written about the innovative "Fantasound" recording and exhibition sound system designed by Disney and RCA sound engineers. Because of "Fantasound," Fantasia was the first film with stereophonic sound. Contemporary sources note that One Hundred Men and a Girl had previously employed "multiple channel recording," but Fantasia was the first picture to carry this concept on to exhibition. In an August 1941 Journal of the Society of Motion Picture Engineers article, Disney sound engineers William E. Garity and J. N. A. Hawkins discussed the development of Fantasound and stated that "a great many equipment combinations were explored on paper, probably several hundred. Of these, ten different systems have been built up and tried out..." The authors went on to note that "including everything but release prints, about five million feet of film was used for this picture." According to a November 16, 1940 Motion Picture Herald article on the new sound system, Garity, other Disney engineers and RCA worked "over a period of experimentation extending through more than two years." Contemporary sources conflict as to whether the Philadelphia recording sessions were done with seven, eight or nine channels (most sources say nine channels) to record the orchestra, but all agree that the separate channels recorded different sections of the orchestra, and were then mixed down to three master tracks and a control track. The Motion Picture Herald article notes that Stokowski personally supervised this mixing.
       Unlike most films at the time, the three tracks and the control track (which controlled the volume and movement of the music in the various sets of speakers) were contained on the full width of a 35-mm film strip that was separate from the image strip. This required that theaters showing the film have a projector for the image track, specially designed multiple soundtrack reproducers, and a variety of power supplies, amplifiers and speakers. Although contemporary sources vary widely as to the number of speakers required by Fantasound (from sixty to ninety), they indicate that the stereophonic/surround system was accomplished by positioning special speaker formations behind the screen, to the left and right of the screen, and on the sides and rear walls of the theater. Contemporary reviews lauded the new system, which allowed the music to follow a character as it moved across the screen, to come from anywhere in the theater, and to completely fill the theater with sound on all sides. Contemporary sources usually state that the special sound and projection equipment, which was first installed in the Broadway theater, cost approximately $100,000, although some sources estimate the cost as high as $200,000. Modern sources often give the cost as $85,000. Eleven more units were to be built at a cost of $30,000 each so that the film could be played at twelve theaters simultaneously.
       In a July 1942 Journal of the Society of Motion Picture Engineers article, Garity and RCA engineer Watson Jones stated that, "The weight of a complete Fantasound equipment was approximately 15,000 lbs; it was packed in forty-five cases and required one-half of a standard freight car space." Garity and Jones listed the primary reasons for Fantasound's eventual demise: "(1) The amount of equipment required and the time necessary to make the installation. (2) Because of the time element attractive theaters were not available to us, as the first-class houses in the various communities had established policies and the installation of the equipment would generally require darkening the house for a few days. (3) The advent of wartime conditions precluded the possibility of developing mobile units that would have lessened installation time and costs." Other contemporary sources noted that the war not only made scarce the materials for the costly Fantasound units, but that it drastically hurt box office revenues because Disney's European markets were cut off.
       One of the musical selections chosen by Disney, Stokowski, Taylor and the others was "Clair de Lune" by Claude Debussy, which was at least partially animated but not included in the final film. An August 18, 1939 synopsis of the picture submitted to the PCA reveals that the "Clair de Lune" number was "intended to be entirely restful. It is merely an interpretation of the loveliness of moonlight. As far as planned, this will be staged in the Florida Everglades, possibly introducing the characters of herons to give some life to it." When the PCA viewed the film in mid-October 1940, a staff reviewer commented: "In the RITE OF SPRING number, the dinosaur fights, and the closeups of grotesque animals and reptiles present rather horrifying aspects. This applies, also, to the NIGHT ON BARE [sic] MOUNTAIN number....It is understood that, after reactions to the picture have been received, one of these numbers will probably be replaced by Mr. Disney's interpretation of Debussy's CLAIR DE LUNE, which is still in the making." The animation for Debussy's piece was eventually used, accompanied by the song "Blue Bayou," in Disney's 1946 film Make Mine Music. Some sources refer to the later picture as a "popular" version of Fantasia.
       Modern sources note that among the compositions either considered for Fantasia, or for later versions of Fantasia (Disney wanted to add new sequences to the film and re-release it periodically), were: Sergei Prokofiev's "Peter and the Wolf," which was included in Make Mine Music; Nikolay Rimsky-Korsakov's "Flight of the Bumblebee," which was used in the 1948 feature Melody Time; Richard Wagner's "The Ride of the Valkyries"; Carl Maria von Weber's "Invitation to the Dance"; and Gabriel Piern's "Cydalise," which was originally considered as the music to accompany the animation of "The Pastoral Symphony."
       The film, which according to contemporary sources cost between $2,200,000 and $2,500,000, had its world premiere in New York at the Broadway Theatre on November 13, 1940. The New York premiere was a benefit for the British War Relief Society, with tickets being sold for ten dollars each. Many modern sources note that due to the difficulty of shooting the last scene of "Ave Maria" (done with the multiplane camera, which had also been used to a lesser extent for Pinocchio and Snow White), the ending sequence of the film did not arrive in New York until four hours before the premiere was scheduled to begin. Due to the fact that the image and sound tracks were on separate strips of film, the ending sequence could be spliced on with no difficulty. A June 4, 1941 Hollywood Reporter news item reported that the picture needed to gross $7,800 weekly at the Broadway in order to break even at that venue, and that in its 30th week, it was still making a profit. According to a 1946 pressbook, the picture played at the Broadway for a year.
       Because the complex nature of Fantasound necessitated that the picture be roadshown, Walt Disney Productions handled the distribution of Fantasia itself until April 1941. At that point, Disney turned the film over to its usual distributor, RKO, which, according to Hollywood Reporter and New York Times news items, continued roadshowing the picture. Although Disney had intended to roadshow the film in seventy-six large cities over the course of two years, contemporary sources confirm only the following cities as venues under the Disney company's distribution: New York, Los Angeles, Boston, Philadelphia, Chicago, Detroit, San Francisco, Baltimore, Washington, Minneapolis, Buffalo, Pittsburgh and Cleveland. According to an April 1941 Hollywood Reporter news item, RKO intended to roadshow the film in Louisville, Hartford and Memphis. Modern sources assert that Fantasia played in only fourteen theaters in the original run distributed by Disney. The Hollywood Reporter news item further states that the change in distribution was "due to the work of sound engineers who have compressed the nine original channels of sound into a single channel of standard width film which can be projected through standard equipment."
       When RKO put the film into general release in 1942, it was cut to 81 minutes. A 1942 pressbook for the picture noted that its production had involved "103 musicians, 751 artists, 600,000 celluloid drawings [and] 508 new characters." According to the pressbook, the "Toccata and Fugue" segment was cut out (1940 New York Times and New York Herald Tribune articles indicate that Disney himself considered removing this number before the film had its premiere), and modern sources note that other cut sequences included the live-action intermission, the scene in which Deems Taylor introduces the soundtrack and much of Taylor's narration. These segments were put back in during subsequent re-releases. The picture was re-issued in March 1946, in a two-hour "popular version," and a November 19, 1946 Hollywood Reporter news item noted that, for distribution in Dallas, it was "widely advertised...that the Bach sequence, omitted locally in the original presentation, was restored." As with most animated Disney features, the picture has been re-released a number of times, first in February 1956, in a version in which the soundtrack was transferred onto four-track magnetic stereo film. (Modern sources assert that it was this re-issue that finally helped the picture show a profit, although a April 9, 1947 Hollywood Reporter news item announced that the film was about to reach the ten-million-dollar mark for domestic and foreign distribution.) Other re-release dates include February 1963, at which time the film was presented in "wide-screen SuperScope"; December 1969, in which, according to News and Daily Variety articles, the picture was now seen as a psychedelic experience by a new audience; April 1977, with a simulated stereo version; April 1982, February 1984 and October 1990. The re-issue dates are approximate, for, as some sources note, the picture has been in continual re-release in some areas since the late 1960s.
       For the April 1982 re-issue, the original score was digitally re-recorded by conductor Irwin Kostal, and according to modern sources, it was the first film soundtrack to be recorded in digital Dolby stereo. According to modern sources, Deems Taylor's narration was redone by Hugh Douglas. Some modern sources state that the voices of Mickey Mouse and Stokowski as they congratulate each other were re-recorded by unspecified actors, while others state that Stokowski and Mickey were not heard at all. According to a Disney press release about Kostal and the 1982 version, musicians Don Christleib, Jack Marsh, George Cast and Sven Reher played in both the original Stokowski orchestra and Kostal's orchestra. Articles about the Kostal re-recording note that he corrected a "glitch" in the soundtrack that occurred when, in the 1960s, footage (and the accompanying music) of a black centaurette polishing the hooves of a white centaurette was cut from "The Pastoral Symphony."
       Critical reaction to the picture was mixed, for while film critics generally praised Fantasia as innovative and beautiful, some music critics were appalled by the liberties Stokowski took with the scoring, and by the use of great classical music as an accompaniment to animation. According to modern sources, the segments most heavily criticized were "The Pastoral Symphony," which critics felt demeaned Beethoven's music with its fanciful images, and "Rite of Spring," which they felt had been destroyed by the re-arranging of passages and the scoring.
       Arthur Beach, the reviewer for National Board of Review Magazine, acknowledged in his December 1940 review that there had been "some talk that treating serious music in this fashion is well nigh desecration," but nonetheless gave the film an "exceptional" rating. His own strongest criticisms were of "watching Leopold Stokowski on the highest podium in the world-and he appears again and again, close up and at a distance, in a nimbus of Technicolor," and the treatment of "Ave Maria," about which he stated: "The crowning blow was linking up the Schubert song with Moussorgsky's 'Night on Bald Mountain' by a succession of chords. Not even Deems Taylor, commenting on the forces of evil as contrasted with ultimate good, could justify that. It wasn't contrast, it was a collision, and the cleverness of the sound...could not save it from being an artistic calamity."
       In the February 1941 issue of McCall's, critic Pare Lorentz commented: "Beethoven's Sixth, or Pastorale, [sic] Symphony, is the only unsatisfactory part of the picture. I feel Beethoven is as much to blame as Disney, and rather than sharing with professional music-lovers a horror that Disney sullied the name of the great artist, I think he merely created a dull dramatization of a dull symphony." Lorentz praised most of the other segments, however, and stated: "I advise you to disregard the howls from the music critics. Fantasia is a Disney and not a classical conception of a concert, and even though the music is broader and more powerful than any you've ever heard from the screen, it is the imagery, and not the scores, which you will follow during the show. Thus, you can dismiss the complaints of the little hierarchy of music men who try to make music a sacrosanct, mysterious, and obscure art."
       There are differing reports as to Igor Stravinsky's reaction to Disney's presentation of "Rite of Spring." Stravinksy, who was the only living composer represented in the film, visited the Disney Studio at least once while the picture was in production. Modern sources indicate that Stravinsky gave a positive appraisal of the production at the time, and a 1940 Time article noted that he had "signed a contract to do more music with Disney." Later, however, the composer spoke bitterly about Stokowski's treatment of his score. In his autobiography, Stravinsky called "the musical performance" of his composition "execrable," and added: "I will say nothing about the visual complement, as I do not wish to criticize an unresisting imbecility." Not everyone shared Stravinsky's opinion, however, for the Time article also noted that the New York Academy of Sciences asked for a private screening of the "Rite of Spring" sequence and stated that "they thought its dinosaurs better science than the whole museum."
       Fantasia was voted one of the year's ten best films by the National Board of Review and New York Times, and received a special award from the New York Film Critics Circle. The film also brought special Academy Awards to Stokowski and Disney in 1942. The certificates given to them read: "To Leopold Stokowski and his associates for their unique achievement in the creation of a new form of visualized music in Walt Disney's production Fantasia, thereby widening the scope of the motion picture as entertainment and as an art form," and "To Walt Disney, William Garity, John N. A. Hawkins and the RCA Manufacturing Company, for their outstanding contribution to the advancement of the use of sound in motion pictures through the production of Fantasia." According to a January 22, 1941 Hollywood Reporter news item, Disney was angry that the Academy refused to put Fantasia on the list of films to be considered for nominations for the calendar year 1940. The news item stated that Disney "told the Academy not to list any of his [short] subjects" either. The reason for the Academy's ruling was that Fantasia had not played in Los Angeles in 1940. Disney was awarded the Irving G. Thalberg Memorial Award by the Academy in 1942, which some modern sources feel was largely because of Fantasia.
       The October 1990 showing was a 50th anniversary theatrical release, for which the film was restored over a two-year period. According to press materials issued by the Walt Disney Studios, the original negatives were meticulously cleaned at YCM Laboratories in Burbank, CA and new prints struck from them. Stokowski's original soundtrack was also cleansed of noise accumulated over the decades with the aid of his handwritten guide tracks. The picture was presented in its original screen ratio of 1.33:1, and the music and scenes featuring the black centaurette were re-inserted, although the individual frames were enlarged or repositioned so that she is not seen in the re-issue. To further celebrate the film's anniversary, the Pacific Cinerama Dome in Hollywood, CA presented the picture in 70mm with an approximation of Fantasound. In a July 1991 press release issued by the Walt Disney Studios announcing that the film would be released on video for a limited time beginning on November 1, 1991, it was also stated that the studio would release Fantasia Continued in 1996 or 1997. As stated above, Disney had envisioned Fantasia as a continuing process in which new seqments would be added occasionally. In a February 1999 Hollywood Reporter article, the studio announced that Fantasia 2000, which was to contain three original segments and six new ones, "will have an exclusive four-month run in Imax theaters around the world from 1 January-30 April 2000." The final version of the updated film, entitled Fantasia/2000, contained seven new segments as well as "The Sorcerer's Apprentice," and had its premiere in New York City on 17 December 1999.
       Fantasia played in what was advertised as its last showing in its original form at the El Capitan Theatre in Hollywood, CA in September 1991. According to a December 27, 1940 Hollywood Reporter news item, the El Capitan, which at the time was not a motion picture theater, was considered as the venue for the original Los Angeles premiere of the film. According to a December 4, 1991 Hollywood Reporter news item, when the picture was released for a limited time on home video, it became the best-selling video of the year, and a January 16, 1992 Los Angeles Times news item noted that well over 14,000,000 videocassettes were sold in North America alone.