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Thomas with deer

Frank Thomas visits with a model in a publicity shot for Bambi (1942).

Frank Thomas and Ollie Johnston (1987)

An Interview by Michael Barrier

I interviewed Frank Thomas and Ollie Johnston together for a second time on July 13, 1987, almost eleven years after my first interview with them (posted here at this link). We met at their adjoining homes in Flintridge, California. I recall that we sat outside, but in whose yard I could not say. We had been in touch frequently since our 1976 interview and would continue to be; my file of correspondence with Frank alone is more than an inch thick.

By 1987, Frank and Ollie had long since retired as Disney animators and had published two books, the widely acclaimed Disney Animation: The Illusion of Life (1981; subsequently retitled The Illusion of Life: Disney Animation) and Too Funny for Words: Disney's Greatest Sight Gags (1987). When I saw them in 1987, they were at work on a third book, Walt Disney's Bambi: The Story and the Film, which would be published in 1990.

I was excluded from research in the Walt Disney Archives at the time, and so I was tracking down meeting notes and other Disney-related documents wherever I could find them. I shared with Frank and Ollie any notes they wanted, and they provided copies of notes from the Archives that were not accessible to me, on a page-for-page basis. I was readmitted to the Archives three years later and made a thorough examination of all the surviving Bambi documents during several visits.

By 1987, Milt Gray and I had interviewed dozens of people who worked at the Hollywood animation studios in the "golden age," and I was accumulating lots of questions based on what those people had told us. You'll find such questions here, when I quote to Frank and Ollie what I had been told by Evyind Earle, Milt Kahl, and Dave Hilberman.

As with the 1976 interview, I sent a copy of the transcript to both Frank and Ollie (in 1989—transcribing the tapes was a time-consuming job), and they returned a single copy to me with the changes they wanted. I've incorporated those changes, most of them made for the sake of clarity or accuracy, in the transcript as it appears here. As with the earlier interview, I haven't made a few changes that were obviously intended only to avoid giving offense to colleagues who are, like Frank and Ollie themselves, now deceased, Ward Kimball in particular.

When the interview began, we were talking about Bambi, the subject of the book-in-progress.

Barrier: One question about Bambi (1942) that I've had different answers on is whether there was test animation done at Seward Street, or whether that was nothing but story.

Thomas: That was all story. And research. They had lots of live action, 16mm things that they had taken of the deer and other kinds of studies. I don't know, someone might have done a little test to try out something, but when we started on it, we weren't shown anything that had been animated. Milt [Kahl] and I went out to Burbank, loaded down with all these drawings and things that they'd collected, and the rest of that crew came over, oh, two weeks or so later. The big problem was, the studio was so new, they didn't have air conditioning working yet, and they had a lot of other things that weren't working; some days you'd come in and it'd be 125 in your room.

Barrier: They moved to Burbank, though, around the very beginning of 1940.

Thomas: That was the main crew. Milt and I went there the last week of 1939, as near as we can tell, and then the Bambi crew came around New Year's 1940. They were one or two weeks after us, and spoke of the paint cans and wiring and workers everywhere.

Johnston: I moved out there—I can't remember, either, but I think it was in '39, and I worked on Fantasia (1940) for two or three months after I moved out there. I'd started on Fantasia over at Hyperion, and then I went on to Bambi. Both Eric [Larson] and I came onto Bambi four months after you guys started. (Ollie inserted: "It was April.")

Barrier: What do you remember about the pose reels for Bambi? I gather there were some extremely detailed pose reels.

Thomas: There sure were. They weren't really pose reels; [they were] story reels.

Johnston: And leica reels.

Barrier: The frame-by-frame filmstrip kind of thing?

Johnston: They're referred to in these notes that we have [story meeting notes on Bambi], several places, as leica reels. There may have been 35mm reels, too, I don't know. [Ollie inserted: "Yes, as the work progressed."]

Barrier: I find that people tend to be loose about calling things leica reels that were in fact on film.

Thomas: They might have had both; it was easier to change a leica reel than it was on film, and they might have built the thing up with leica reels, and then, when they got it where they wanted it, put it on film. They would have used the same drawings.

Johnston: They keep referring to No. 12, and No. 16, and things like that, which make me think it was leicas. They could have been talking about the drawing numbers on the storyboards, too.

Barrier: Story meeting notes are very frustrating sometimes, because they presuppose having the story sketches up there to refer to. And some people have said you have to be very careful, because Walt may be going off on some description that may in fact be related very closely to what was already on the board.

Thomas: They're hard to use. You can imagine: You have eight guys in a meeting, and they're all talking at once, and the talk is usually pretty vague. I found that the notes of meetings I was in that I remember a little something about are not quite—well, even at the time, we'd get the story meeting notes of a meeting we'd been in, and "This isn't what was said," "This guy said that and not him," and the secretaries get mad.

Barrier: But as far as the pose reels for Bambi are concerned, you don't have any clear memory of whether they were leica or film.

Thomas: A clear memory of what they looked like, but I don't know technically how they were done; I don't remember one way or the other.

Barrier: Were reels like that particularly helpful to you, a real stimulus in certain ways? Did they have any real impact on your work as an animator?

Thomas: Oh, sure. Any story reel was valuable to tell you what the content of your story was going to be and how they planned to do it and how they planned to relate one sequence to another. On Bambi, the detailed story sketch drawings gave a strong idea of how the picture would look—the style and the artistry as well as the personalities and continuity. Woolie [Reitherman] never liked story reels because he said they gave you the wrong idea. You can have one concept in your mind and the story reel will seem to support that, and yet the guy who made the story reel has an entirely different concept; you can have three different interpretations of the thing, and a different interpretation of how long a sequence should be, and what the emphasis is. You know, you have a drawing of a deer standing there with wide-open eyes; you can interpret that a lot of different ways. It's tricky, and you can't say this is it, and this is what we're going to do, but I've always been very strong on them, if you view them properly.

Barrier: Disney continued to use reels of that kind up until you retired, didn't they?

Thomas and Johnston: Yes.

Barrier: The description I heard, years ago, was that as work progressed, they would gradually replace segments of the running reel.

Thomas: Right.

Johnston: The running reel, of course, was very valuable, too, because you had the time element there, compared to leica. I remember the Wind in the Willows stuff was on leica. I think the running reels were very helpful to the animator. They may give some wrong information, but on the whole, it gives you a real good feeling for what you're trying to tell.

Barrier: The voices for Wind in the Willows were all recorded before the war, weren't they?

Johnston: [indicated yes.] We were pretty excited about it, too, at that time.

Thomas: Yeah; it was the most unique, I guess, example of story reel work. It was about 47 minutes, as I recall, and the thing just sparkled. Everyone was so high on it. It was funny, and it was warm, and great characters, and gee, it just went. We said, there's our picture, and you put it into work, it's naturally going to expand to the hour 10, 15 [minutes] that you want—but it didn't. As you expanded it, it got soggy, and it got heavy, and it slowed up, and it lost all of that brightness that it had. Nobody knew why. To this day, nobody knows why.

Barrier: Of course the version that wound up on the screen in The Adventures of Ichabod and Mr. Toad is, what, 35 or 40 minutes long?

Thomas: It was cut and cut and cut.

Johnston: It was different; it had a lot of stuff added that wasn't in before the war. All that train stuff was added in later.

Thomas: Trying to make it more gags, and a lighter treatment of the whole thing.

Barrier: But a lot of the animation that was used was done before the war.

Thomas: Yes.

Johnston: But a lot of it was cut, too. Remember all that stuff of Toad up in bed that I did? It seemed so exciting at the time, and then I saw it years later, [and it seemed] so slow and tedious.

Barrier: Frank, in John Canemaker's article about you [in Millimeter, January 1975], he quoted you about Captain Hook:

"I had a particularly bad time getting started on Captain Hook. It was one of the low points of my life. These are the first scenes of him where he's walking, pacing the deck, saying, `That Peter Pan! If I get my hook on him!,' or whatever. He was neither menacing nor foppish. This was because of the confusion in the minds of the director and story people. In story, Ed Penner had always seen Hook as a very foppish, not strong, dandy-type of guy, who loved all the finery. Gerry Geronimi, who was the director, saw him as an Ernest Torrence, a mean, heavy sort of character who used his hook menacingly.

"Well, Walt could see something in both approaches, and I think he delighted in thinking, `I wonder what the hell Thomas is going to do when he gets this.' If Walt would ever say, `Aw, I don't know,' fifty people would jump up thinking, `Here's my chance to impress Walt.' They'd say, `I think his head's too big. I think his feet are too small. I think he's too this. I think he's too that,' hoping Walt would say, `Yeah, I think you're right.' This time Walt came to my aid, fortunately. He said, `Well, that last scene has something I like. I think you're beginning to get him. I think we better wait and let Frank go on a little further.' "

Thomas: [laughing] I could have kissed him.

Barrier: A few years ago, I saw Peter Pan (1953) again at the Library of Congress, not long after reading this, and what struck me was that the problem you pointed out, the conflict between story and direction over Hook's character, is still there in the finished film, and it's nothing that you could have resolved. Every individual treatment of Hook that you had was brilliant, but the basic material—that is, the way he had to be presented—alternated between a funny character and a menacing character.

Thomas: Yep.

Johnston: That was partly Woolie, too, I thought.

Barrier: The Skull Rock sequence, is that what you're thinking about?

Johnston: Yes. The type of concept Frank had would have been impossible for Woolie. He just didn't think that way. And so he had to go a different way, and that's why he swung it in the direction he could handle. Not that the business didn't call for that, but I think that if you [Frank] had been doing it, you probably would have done it more consistently with the character you had at the piano.

Thomas: That's certainly true. I think he made it funnier than I would have, and I think the picture benefits, as a picture, from the comedy he got into it. That's funny stuff.

Barrier: As a directing animator, Woolie handled the Skull Rock sequence; did he handle any other sequences?

Thomas: Yeah, the big one at the end, the fight, and then when Hook fell in the water and the croc came up, and, as Woolie said, "Suddenly we have a croc that's 110 feet long," [as] Hook ran in and came running out with the alarm clock. Oh, funny, and well-timed, all that stuff of dancing on his nose.

Barrier: But there are things in the Skull Rock sequence that are so broad; at one point the crocodile actually smashes through the rock, which is a Warner Bros. gag, a shorts gag. To me, there's a real discrepancy between that and the subtlety of characterization when Hook is a real menace as well as amusing. Obviously, nobody, Walt in particular, put his finger on it and said, "The character isn't hanging together as completely as it should."

Thomas: If you don't print it, I'll tell you another thing that'll add a little light on that. Ward Kimball was put on Hook during a fight, and he went so broad that it made a different character out of Hook, so he was given a different assignment. [Frank's original wording was more blunt: "he went so far overboard that they threw out all his footage and took him off the picture."] So Walt did see a difference between [Kimball's and Reitherman's handling of the character]. Kimball's was funny, but he lacked the sincerity and believability that the character needed. [Here again, Frank's original wording was more direct: Kimball's Hook "was real shortsy, and the timing was very bing-bing-bing—things that you had no sincerity or believability to."] Woolie, even though he was in the shorts philosophy, still had a believability; when the guy hit that rock, he hit a solid rock. It wasn't a cartoon gag, in that he didn't break into twelve little Captain Hooks or do anything that way. He was a guy who hit a solid rock, so to that point he was sincere. And the panic on the guy came across as being sincere. I never talked to anybody about it, but I would think that's why Walt bought it. I certainly supported it, because I thought it was funny, and I thought the picture needed some funny stuff. It was kind of sagging here and there with too much of sweet little Wendy and the kids.

Johnston: Woolie was always very convincing, but it was never through personality, it was just through action—very convincing, solid, believable action, but generally without personality. More with great humor and funny timing. But when he got to directing, and we were working with him, say on Jungle Book, he began to, I think, understand more what we were trying to do, and he was trying to get other people on the picture to go more that way. Actually, he wasn't leaning as much toward the type of thing he did himself.

Barrier: Peter Pan was in work at a time when Walt was frequently absent from the studio, in Europe, for months at a time. Were there problems, like story conflicts, that simply couldn't be resolved because he wasn't there?

Thomas: I didn't even remember he was gone. [Frank inserted in parentheses: "There were always major story conflicts."]

Johnston: You were sick with pneumonia when he first looked at my Smee stuff. I remember him being in a lot of meetings on stuff I was in on—a lot of story meetings, and looking at my animation. I remember him telling me to tell Frank to stop burning the candle at both ends. He said, "He's got to play in his band, but he doesn't have to stay out all night." He wasn't upset about his work, or anything like that, he was just concerned about Frank's health and wanting him to continue animating. He was afraid he was going to kill himself off. I remember there was a meeting where I had that first scene of Smee; he liked that.

Barrier: By that time, was it typical for you not to have contact with Walt for weeks at a time? By the early '50s, he had a lot of irons in the fire. Would you necessarily have been conscious of his being away from the studio—would you be seeing him every day, or several days a week?

Johnston: We weren't really seeing him that often by the time we got on Sleeping Beauty (1959). He had many meetings on on both Peter Pan and Lady and the Tramp (1955)—he was deeply involved.

Thomas: It depended a little bit on the director you were working for. If you were working with someone like [Wilfred] Jackson, who you had confidence was transmitting Walt's desires, and you could understand what Walt was looking for, and you'd almost always—I think always—be in the meeting on the sequence before you picked up, the last one before it came out of story, and maybe two of them. So you'd heard Walt go through the business, and you had your own impression of what it was. Then, with Jackson, he'd carried through—the developments he'd added to it were right in line. If you got one like Geronimi, you had to take a different approach, and you didn't want Walt to see it until it was solid as what you wanted it to be, because there was too much chance for it to come unraveled. If you showed it—say a block of twelve scenes that were not quite right—then Geronimi wouldn't understand what you were doing and [would] say, "That isn't the kind of character I saw in the thing." So you wanted it right before Walt saw it, and then if Walt said, "Hey, that's good stuff, Gerry," you were all right.

Johnston: [Geronimi] sure didn't back you up if there was any problem. I remember we had a big meeting on the thing [Peter Pan], over in the theater, wasn't it, where they had all the boards?

Thomas: Oh, yeah, before we started it.

Johnston: Walt was there and went over the whole thing, so he was in on that, and talked about it. I don't really remember his being away.

Thomas: I always felt he had perfect control over it.

Barrier: But you would not, as a matter of course, have expected to see him or have meetings with him frequently? He wouldn't come around looking over your shoulder or sit in a sweatbox with you?

Thomas: No, it wasn't like Snow White, but it was the same as Cinderella (1950) and Alice [in Wonderland] (1951).

Johnston: Also, he would have seen the directors—Jackson would have noticed his absence a lot more than we would, because he was probably in and out of Jackson's room two or three times a week, while we might see him once every three or four weeks.

[As we talked more about Walt's absences when live-action films like Treasure Island (1952) and The Adventures of Robin Hood and His Merrie Men (1952) were being made in England, I mentioned that Walt had been gone for several months in 1952.]

Johnston: The doctor had told him he needed to relax more, to get a hobby, so after I started my backyard railroad, then he got interested in it, and he went over to England, and he bought two locomotives that were already built, over there, and he spent quite a bit of time over there, doing that. Now I recall that; he was over there several times doing that, as well as pictures.

Thomas: Looking back on it, I would say that the live-action bug was biting him. He always liked something new, some new enterprise. Something new fascinated him. By '55—

Johnston: —he was well into it.

Barrier: The impression I get is that around '53, '54, he was much more withdrawn from the features than he had been, because he was involved with the live-action features and the TV show and Disneyland.

Johnston: That was when we were working on Sleeping Beauty, beginning around '54. We were on that for five years, and that was all because we couldn't get Walt to come into any of the meetings. You'd eventually get him, but you couldn't move anything.

Thomas: I always felt it was mainly because this was the first picture that Walt had not had a chance to think through before he started it. He'd be in these meetings that were exciting to him, but fraught with problems, and he'd come in and look at part of the [storyboard]—"Gee, what have we got here? What are we doing? What's this picture about?"

Johnston: "You don't want to make this too much like Cinderella, you know, guys. We made Snow White and Cinderella, now we gotta be careful."

Barrier: Bill Peet had problems...

Thomas: He saved the day on it.

Johnston: He did some great stuff, too.

Barrier: But his storyboards weren't used, were they?

Thomas: No. That was an interesting thing, because the guys who had done the original story had brought it up to a certain point, and Walt canceled it, would not make the picture, until Peet said, as I recall, "Hey, Walt, could I have three months to put up my own version? I'll keep it to two boards." Walt didn't have anything else for him to do at the time, and so he said okay. Bill did this version on two boards, with a lot of the characters and a lot of the ingredients. As I recall, all the stuff of the three fairies taking the girl out in the country to raise her till her sixteenth birthday, and living as peasants, all the stuff; they had a couple of geese in there, and little teeny characters out of German folklore.

Johnston: Little gnomes; oh, gee, they looked great.

Thomas: It got into a real fantasy charm thing, and then all that [a down-the-chute kind of sound] when we went with the Eyvind Earle thing of austere design.

[At this point, I read to Frank and Ollie some excerpts from my interview with Eyvind Earle, in which he talked about his conflicts with the animators during work on Sleeping Beauty. Among Earle's statements:

["Even Milt Kahl and Frank Thomas went up to Disney to complain about me. This was after Sleeping Beauty had been going on for years. And they called up Ken Peterson, because they were so furious. And Walt said, `I've been trying to get Mary Blair on film for years, and never could. This time you're going to get Eyvind Earle.' And that was the end of that. But they all wanted to design a little character and then come up and say, `I want this to be blue. Here is the color.' They were used to doing it; they were big shots. Suddenly I figured, how can you design a ballet and have anyone but one artist decide the color of everything? Just because a ballet dancer is the prima donna, you can't have them say, `I want to be such-and-such a color.' ... I wasn't afraid of losing the job. I figured, either I have the job or I don't, but I'm not going to wreck the chance of a lifetime and let everyone tell me what to do. So it was an everlasting battle. I heard that after I left Geronimi had them air-brush a whole lot of the backgrounds so you wouldn't see them over the animation."

[The animators, Earle said, "just thought that my things were too important. In other words, the animation was 99 percent. And, of course, I had the theory that if I see you see here, and there is a big background, and I walk up two feet closer to you, the background's still exactly the same. The old Disney way was, if you're five feet back and you take in the whole room, you come up close, you not only crop in on the head but you crop in on the whole background. Even on the close-ups, I tried to keep all the detail still there, not just chop the background into a little piece, because you don't move in on the distance."]

Barrier: Frank, back at the Lincoln Center retrospective you complained about Earle's choice of colors for the fairies' costumes; you said the colors were too heavy, and drained away the characters' vitality. You said you would have preferred pastels, in keeping with the fairies' light, frothy personalities. Does what Earle said correspond at all to your recollections?

Thomas: Yes; he was impossible to work with. During the early days of the thing, it looked so exciting, the type of thing he was getting, the new type of colors, the pageantry, handling the relationship of the colors. You've probably seen those little things he did—very simply, a castle on a hill with morning light on it. Just beautiful. I would look at them and I'd say, "Eyvind, can this be your fairies? Here's a color that you're using, and I see the fairies using these colors." He said, "Well, I think I'll have to choose those colors." That's not a very friendly way to start a project together.

Barrier: He didn't want any input from you at all.

Thomas: No. Not from anybody.

Johnston: The interesting thing is that when the picture was over, Walt says, "God, that thing's ponderous." And you know why? It's because of all those verticals and pleats in the skirt and everything. Eyvind had a great influence on the design of the characters. Everything moved in a ponderous way, and I think it was forced that way because of the strong verticals in the backgrounds.

Barrier: How would Earle's backgrounds have affected the character designs? When Marc was drawing the characters, for example, was it a matter of his work being shaped directly by Eyvind Earle, or was it a matter of his knowing what the style of the picture was going to be and knowing that the characters had to work with that?

Thomas: Yeah. Tom Oreb had some great drawings on the girl; she looked like Audrey Hepburn. Very nice things. But I don't know who could have drawn them that we had at the time. Jerry Rees could have, in later years, but I don't think Marc could even have drawn them. And he felt the same way: You have to have construction. That was the way Marc did his work, and he was the animator on it, so that's the way I'll draw it. I didn't object so much to the design of the characters by the animators like Marc, and even Tom [Oreb]'s suggestions; I was skeptical of it—I said, "Boy, this looks like you're going to have a hard time with it." We debated the colors, because you'd get a scene, and you'd work and work and work with this rigid design, trying to get a scene that had life and vitality in it, and a little sparkle, and the fairies going around baking a cake and stuff, and you'd finally get a series of scenes—"Ha! These are coming off!" And Walt looked at the stuff and said, "Yeah, the fairies are doing what we want them to now." So you think, yeah, let's see them when they're in color. And [sucking sound] sucks all the vitality out of it. Someone who was fey and very feminine was suddenly in this heavy Marine Corps green.

This killed me; they'd never dress that way—for the personality. That was a big battle, because we, and some of the other animators, wanted the personality to be dominant, because that was what we thought was the most important thing in communicating with the audience. Other people didn't think that was as important as the design, and Eyvind didn't think anything was as important as his backgrounds. When you get a busy figure in movement, and put it over a background that's just all covered in detail, you're never going to see it. Eyvind didn't care, because he wanted his backgrounds to dominate. He would never admit that the animation was equal in importance to the backgrounds. My feeling at the time—my recollection of my feeling today—is that I would have no quarrel with no Eyvind's interpretation of the color and design that he thought the picture ought to have. My whole quarrel with him, then and now, is that he would not work with anybody to build together to something that was solid; he said, "This is the way it's going to be, and that's it."

Barrier: So his lack of cooperation meant that in your own work, you had to constantly take into account what he was doing, whereas he wouldn't take into account what you were doing.

Thomas: Any co-production that you do, you've got to have people who are compatible, because it gets to be pretty tough before you get the thing finished. If one guy just won't compromise, and is going his own way, stubbornly, that's a problem for everybody else. But I still say it's the most beautiful picture we've ever done. I told Eyvind that in later years; he was sort of stunned that I felt that way about it.

Johnny Appleseed

A Mary Blair styling sketch for the "Johnny Appleseed" segment of Melody Time (1948). Courtesy of Lee Blair.

Barrier: In the styling area, Wilfred Jackson suggested that I talk to you about how Mary Blair's styling affected you. "Johnny Appleseed" [in Melody Time, 1948] is what we were talking about at the time; Jackson cited that as an example of trying to carry through Mary Blair's styling as strongly as Walt wanted him to, and the question was to what extent the animators were affected by it.

Johnston: Very restricting.

Barrier: Again, I've wondered how you would have felt this kind of restriction.

Thomas: As artists, we always looked forward to doing something different. A new style, a new story, a new demand, a new challenge—you always spark to it. So you always went into these things with a certain amount of enthusiasm. Mary's stuff was just great, particularly on "Johnny Appleseed," and I'd be up in Jackson's room, and look and look at this stuff, and say, "I don't know how you can animate this, for this story, and keep that design and tell the story." My feeling has always been that your style should not be superimposed over some other story, that you ought to have an idea for a picture you're going to do, and you should develop that idea so you know what kind of picture it's going to be, how you intend to do it, what things are going to be important to it. That should determine the style, whether it's limited animation, whether it's story sketch, whether it's full animation, whether it's personality, whether it's design, whatever it is, it comes from the content of your idea. Of course, you seldom got to do that at Disney's, because our success with the audience came through identification with personality. Whenever we got away from that, we lost our audience.

I remember that we were very high on those package pictures right after the war—Make Mine Music (1946), Melody Time—because they had short things which were different. "Two Silhouettes"—I'd watched a lot of ballet, and was always impressed with how earthbound the dancers were, and how they'd make giant leaps, and they'd only go so high, and you'd hear them hit the stage. I always thought, wouldn't it be great if you could take off fifty feet in the air and land gracefully? What you'd probably have to do is photograph them and then cut out the Photostats and re-position them, and plan your scenes that way, so you're using the real dancers but you're making them do something. Well, hell, I was going back to the twenties, to the Bray studio, the Hearst studio, where they'd cut out photostats and paste them down and make different things happen. When I heard that project was coming through, I said, damn it, I'd like to work on that and see if I can't try out some of these ideas. Well, they put a guy on it who was a stodgy old pudding.

Barrier: The director [Robert Cormack]?

Thomas: No, he was in charge of, I don't know, layouts or presentation or something like that; he had some strange title. Anyway, he had no receptivity to this, and the whole picture was a real dud. Then they had the Benny Goodman thing, which I didn't have any particular feeling for one way or the other, and I think it came out great. Milt Kahl just hated it. This is kind of a long way around, except that those styles came out of the story idea. "Trees" was a good example; I thought that was very successful. They used these beautiful paintings that Dick Kelsey did. Very little animation—just the sparkle on the dewdrops. I thought it was great. So when you were told you were going to do a picture with Mary Blair—great! Love Mary's stuff. Then you look at the story. Well, the story wasn't really interesting. There was a kind of a nostalgic early-American—

Johnston: There wasn't anything in it for character animators to do. There wasn't anything to inspire you, outside of possibly the angel, and really there wasn't anything even with him. He was just kind of a nice character to draw. There wasn't anything to get hold of. What you were fighting was a design that wasn't compatible with the type of animation that we did, where you tried to show expressions and acting. To try to keep that design, and make that guy do what he was supposed to do, which didn't require any real acting—there wasn't anything about it that fit with the type of things we'd been doing. If it had been conceived in a some other way, somehow, so it was more of a decorative thing, more like that picture Eric worked on, "Once Upon a Wintertime"—to me, the way that was handled, you didn't attempt to do any of this other thing. But this became a kind of a bastard sort of a mixture, where you were trying to get a little feeling of character and personality out of the guy, but it was so tedious and hard to do. You couldn't duplicate Mary's drawings; there was no way.

Thomas: One of the biggest problems was that the story, regardless of the design, would have been almost impossible to animate. All the things we knew were successful, you couldn't really do. We'd ask Walt, "When Johnny Appleseed comes back and sees all the people having a big apple festival, would he get out there and dance with the people?" "No, no, he wouldn't do that." "Would he sit down and eat the pie and say, `This is very good,' compliment them?" "No, no." "Would he say, `I've got to get to work, you guys can laugh and play if you want to'?" Everything you'd try to think of that you could animate, Walt would say, "No, I just think he comes and looks and feels satisfied. He watches for a while and then he turns and goes." What do you do? There was the trouble, as much as the design. If it'd been done as an early-American quilt, and went from panel to panel, you might have a very interesting ten-minute picture.

I'll tell you a place where Mary Blair worked, and worked awfully well, was the little train to Baia [in The Three Caballeros]. Just that short little samba thing that Les Clark animated, and she'd done this keen drawing on black paper of all the little palm trees—they were very decorative, and it was easy to keep the train going around through her design. Once again, you have to have an idea that's compatible with the design.

Barrier: Was the last half of the '40s kind of a down time around the studio? The studio was in very bad financial shape then, until Cinderella.

Johnston: I remember I was working some Saturdays at the Disney shop with Walt; I was working on my train, he was working on his. We'd go to lunch; it was just before [The Adventures of] Ichabod and Mr. Toad (1949) came out, and I was talking to him about that, saying I sure hoped it'd go over. He said, "God, yeah, this place is always hanging on one picture. We just can't do that. The goddamned bankers and the stockholders and the union—it's almost more than we can survive." So he was plenty worried at that time, and that's one reason he got into this hobby, to get away from just giving 24 hours a day to it.

[The conversation turned to the high cost of some of the Disney shorts in the late '30s.]

Thomas: There were three of them—Lonesome Ghosts and what were the other two?—which went way up, $110,000 or $115,000.

Barrier: Burt Gillett was the one who ran costs way up on Lonesome Ghosts and Brave Little Tailor, I've heard.

Johnston: I don't know. I picked up my scenes on the picture from Ben Sharpsteen, before Bill Roberts took over.

Thomas: Yeah, but didn't Bill take over from Burt?

Barrier: Gillett, I heard, got fired in one of them; it must have been Brave Little Tailor.

Johnston: All I remember is that as soon as I got off of Snow White, I picked up on Brave Little Tailor, right at the start of the picture, and I picked it up from Ben.

Thomas: I don't know, there was one—it would have to be that, because I didn't work on the others for Burt.

Johnston: Did you work with him on that?

Thomas: I picked up from him.

Johnston: On Brave Little Tailor?

Thomas: Yeah. And he said, "I've been told not to bother you guys, that you know more than I do. I don't know how that's possible. Hell, I've been in this business from the time you were in diapers, and I've had a lot of successful pictures, you know. But they told me not to say anything to you, so here are the sheets, and here are the layouts. I don't know what you're going to do with them; I know the way I'd handle them, but they told me not to—" The funniest handout I ever got.

Barrier: Do you recall Gillett working on Pinocchio (1940)? There was a mention in one article of Gillett's working as a sequence director.

Johnston: Pinocchio went into production and then was shelved.

Thomas: It was put back into story.

Johnston: Who was directing that first stuff?

Thomas: Nobody.

Barrier: I've asked Jackson about this episode when animation was halted and Pinocchio was put back into story, and he professed to be not even aware of this and suggested that the animation that was done may have been done at such an early stage that it was done in the story department, without a director involved.

Johnston: Fergie [Norm Ferguson] did some stuff, and [Frank] did some stuff, and I was given some live action that somebody had shot on it. Remember? The first time I'd ever worked with any live action, and  Walt looked at the stuff just about the day before I got my test back, and so I never got to show him what I did. But he saw what you did, I guess, and what Fergie had done, and decided he wanted to get it back in story. Somebody must have handed that out to me. Maybe Freddie Moore.

Thomas: I sure can't remember. I think it was Ted Sears's voice.

Johnston: A speeded-up Ted Sears voice. They said, "This is just test stuff," and I think it might have been test stuff, so they could find a way to get hold of the character.

Thomas: I remember I spent a lot of time working on the model, working with the Jones brothers on building the little puppet, the head, and then photographing it. When did we give those lectures? Dave Hand had the idea that instead of taking our time to go over this stuff we would give it once, on acetate. I remember sitting with the secretary and trying to figure out what I was going to say, and then recording it on acetate. That was supposed to be—I have that here somewhere. It's the dullest thing you ever heard. Freddie had to do one; God, he hated it. None of them were any good, but the idea was pretty good. I remember that was on the second go at it.

Barrier: Frank, at the 1973 retrospective, you talked about Walt wanting to show a dead man after the forest fire in Bambi. When I saw Dave Hilberman in 1976, he talked about something that sounds very similar: "In one area, the death of the mother, Walt went crazy. He was going to have the mother there, with the blood running out of her jaws. Everybody had to gang up; that's one time there was real pressure [to get Walt to change his mind]. He was ready to go all-out on that scene." I asked Dave about showing a dead man after the fire, and he said he had no "direct recollection" of that, but "I can believe that." I was wondering if this was in fact one episode that you and Dave remembered differently.

[Frank inserted the following note in the middle of my question: "The story meeting notes show that the story crew and Larry Morey wanted to 'milk' the possibilities of the death of the mother.Walt did not agree. He felt it was much stronger to suggest only, and let it come alive in the audience's imagination. (Hilberman's memory is colored by his strong anti-Disney feelings, I fear.)" He inserted the following note just before the following answer: "The story meeting notes show that Walt did not want to show a grisly view of the hunter killed in his own fire. It was a tough problem but Walt would not give in."]

Thomas: The consideration of how to do those two things happened at least a year apart, so there was no relationship that way. The thing to show man was the very last thing to go through on the picture; we thought for quite a while we weren't going to have an ending to the picture. Everything else was done. The mother's death came fairly early, as I recall, in the production.

Johnston: There was a lot of talk in the meetings about how to show that, and several places Walt talks about showing an imprint in the snow, and there would be some blood. I haven't found any place where he talks about the mother being there with blood running out of her face. But several times he mentioned, and other people mentioned, having the imprint and the blood in the snow. I think the old stag comes along about that time and tells Bambi

Thomas: Bambi comes back and sees the imprint.

Johnston: Bambi finds it, then the stag shows up. These are the earliest notes, too. In 1937, in September, there were three meetings there, the 4th, the 11th, and the 15th, that we have, and that's all that I've found in September. That's the only talk of it there. There's a lot of talk about man, and showing him in various ways, and the charred forest.

Barrier: Paul Satterfield talked about extensive cutting near the end of work on Bambi: "The bankers were pressing him to get it out, and we had sessions for two solid weeks in one of those big sweatboxes upstairs. Walt was cutting work out of Bambi; he threw out what I somehow have the impression was $185,000 worth of animation and work . . . a big part of it finished animation. . . . A lot of it in color. But he improved his picture at least $250,000 worth in doing it. He was editing down [for financial reasons] to a certain extent, but he was improving his picture. He sat up there with those poor animators—I know Frank Thomas nearly broke into tears up there one day because Walt was cutting out some of the stuff. Walt said, `Frank, I know it hurts you, but damn it, it's got to go, that's all there is to it.' " Does that sound familiar at all?

[Frank inserted alongside the part of my question referring to "finished animation": "I question this. There is no mention of it in the meeting notes—as Walt said, cut the stuff that has not been done yet—you don't save money by cutting what's been completed." But, of course, if the "finished animation" existed only in pencil form, saving ink and paint expense could have been a major consideration.]

Thomas: I'd forgotten it, fortunately. I remember some awfully cruel meetings Fergie had; he told us, "We've just got to cut the budget; we can't do this any more, guys. There's just no way we can make it." [Frank inserted at this point: "Fergy [sic] was not on Bambi—this refers to another picture."] We said, well, if it's gotta be, it's gotta be. So we cut back, each of us in our own sequences—we had all these junior animators working with us—and cut out everything we could think of that would save money. A scene would be a little more expensive, and if there was a cheaper way of doing it, you'd do that. After, my impression is, six weeks, maybe two months, [Walt] looked at it, and turned around and said, "Gee, guys, you're ruining my picture." We said, "Walt, we're trying to make it as cheap as we can." He said, "Oh, guys, we can't do that." So he put about half the money back into the budget and said, "Don't do that type of thing any more." Well, we didn't do that type of thing, we did it more like we'd been doing it before, but trying to watch it. And then very shortly after that, he had his next meeting and said, "No, that won't work, we've just gotta cut." And that would lead in to what Paul said. I remember a kind of bitter meeting at the studio; that sounds right—"There's no other way." I can't remember right offhand what sections he was talking about.

Barrier: There were some sections that seem to have been pretty far along, as when Bambi steps on an ant colony when he's out for a walk.

Johnston: That was earlier.

Thomas: That never got into animation. No, this was down when the big sequences going through were the drive and the forest fire. I remember several meetings with Sam Armstrong and Paul on the scenes we were going to have in the forest fire, and seeing how great it was going to be, and Walt saying, "Yeah, but do we really need it?" "Oh, God, Walt, they're going to slide down this thing, and wherever their feet go the embers are going to glow, just like going through lava." It took great argument, but he finally cut it out; he was cutting, as I recall, about twenty scenes down to five. What would I have been working on at that point?

Johnston: I was working on the end stuff, the birth of the Prince.

Thomas: I didn't work on any of that.

Johnston: You didn't work on any of the growing-up stuff.

Thomas: I'm drawing a blank on that.

Johnston: You'll have to look at the draft.

Thomas: Well, the draft's real screwed up. As supervising animators, you don't get credit for the scenes that we planned and made drawings for and then had to give to Phil Duncan or Bill Justice or somebody else; they get the credit for it. The way they had the drafts run at that time, the last person to work on that scene was the one whose name was on there, so if you'd wanted to find out where the scene was, you called the name on the draft. So it was usually an assistant in the effects department and someone from scene planning, the two names that were on the scene.

Johnston: The only way you can judge is if it was somebody who was working with you, then you can tell that was something you participated in.

Thomas: All that stuff of the girl and Thumper; Milt did all of that. It's unmistakably Milt's drawing and Milt's timing, Milt's everything. On the draft, it's all Phil Duncan. Once you got a scene down to where it was foolproof, and where it was working, or where it was so definite the guy couldn't really screw it up, then you had to give it out to one of these younger guys. Then, more than that, they always screwed it up, and you had to come back and make little changes in it and put it back the way it was. It was a tough job. You didn't have anyone who really gave you a lift and who did something better than you thought they were going to.

Barrier: Was that peculiar to that picture?

Thomas: That was just that picture. It was the only one where we really tried it, because see, they were stretched so thin. They'd just finished Fantasia

Johnston: —and working on Dumbo at the same time.

Barrier: So Disney had his largest staff and it was stretched the thinnest.

Thomas: And he felt that the animators, particularly for Bambi, were the ones who were going to really make it work, so he was giving as much responsibility—I would say supervising animators had as much authority as directors.

Barrier: The directors on that film seem to have been—Satterfield was an effects animator—

Johnston: Armstrong—

Thomas: Bill Roberts and Jim Algar were the only two who were really [character animators before becoming directors].

Johnston: Looking in those notes, too, there's one place where Walt really compliments Bill Roberts. He says, "You know, that guy is really good. He does great stuff—it's funny stuff, it's solid stuff."

Thomas: He'd never say it to Bill's face.

Johnston: He went overboard; I couldn't believe it.

Thomas: Well, Bill was good—a crotchety, funny guy. Funny, funny old Kentucky guy.

Johnston: He'd run a test for about twenty minutes before he'd say anything.

Thomas: Then he'd look at up you with one eye squinted and his mouth open, and you wouldn't know if he was thinking, "You dumb son of a bitch, you screwed up everything," or whether he was thinking, "How come you thought of that to do?" You never knew what it was.

Johnston: He and Jackson would look at a test longer than anybody.

Thomas: No, Al Eugster would be longer.

Johnston: Well, he wasn't a director.

Barrier: I want to read you what Milt Kahl said about Pinocchio:

"On Pinocchio, you mentioned something about pilot animation, and supervising animation. [Christopher] Finch's book [The Art of Walt Disney, 1973] is wrong on that; it depends on who the hell you interview. Everyone has his own little thing, and I think that the tendency among all these guys is to make themselves as important as they possibly can. I think Frank Thomas and Freddie Moore and I don't know who else were involved in experimenting around with Pinocchio. Maybe Ollie Johnston, but Johnston was kind of coming up then. So was I, really. I was quite critical of . . . I have a knack for alienating people by being a little bit outspoken, and they were rather obsessed with the idea of this boy being a wooden puppet. My God, they even had this midget who did the voice for `call for Phillip Morris' as the voice for a while, and it was terrible. I was rather outspoken about it. Why didn't they forget that he was a puppet and get a cute little boy, you can always draw the wooden joints and make him a wooden puppet afterwards. And Ham Luske said, `Well, why don't you do something about it, do a scene,' and I did one. What I don't remember is whether they had a new voice by then or not. Probably they did have; I don't know. I did a scene of Pinocchio underwater with the jackass ears, knocking on a shell of an oyster, saying, `Pardon me, can you tell me where I can find Monstro the Whale?' The shell closed up and caused a swell in the current, which affected Pinocchio. I made kind of a cute little boy out of him, and Walt loved it; this was actually my big chance. It was my move into being one of the top animators. Before that, on Snow White, I was involved with the animals. We had a room, one big room, where all of we animal boys were. It was Louie Schmitt and Eric Larson and Jimmy Algar and myself. And we did all of the animals."

That scene is definitely his on the draft.

Johnston: The rock tied around his tail—that's actually the one that was used on that first model sheet.

Barrier: The first model sheet with Pinocchio in his final form?

Johnston: Yeah; I think it was the first one. I remember Freddie Moore coming in to me one day and saying, "Have you seen Milt Kahl's drawings? God, that guy can draw like a son of a bitch. He's a hell of a draftsman." I knew Milt, but not well; it seemed like he used to ride with us sometimes, going home at night.

Thomas: I knew who he was, but I didn't know him. When [words obscured], I was in there, we were all in the big bullpen, and he was one of the noisiest and most aggressive guys; he attracted your attention. I got out of there to go with Freddie, and lost touch with what was going on. The next thing I knew, they were all in the animal room for Snow White. Did he say anything about the Prince in Snow White when you interviewed him?

Barrier: No, I don't think so.

Johnston: He had to draw over those.

Thomas: The thing that I remember is that Grim Natwick animated the Prince, from the Photostats, and Milt was well enough thought of by Ham—I think—that Ham got him the assignment of kind of correcting or just cleaning up. All I know is that Milt would never talk about it. He'd just get furious whenever the Prince was mentioned. I would try to kid him about it, and boy, he wouldn't kid. He was just real mad about the whole experience. And I never found out exactly who did what, or how.

Barrier: I thought Jack Campbell was the one who did a lot of the Prince. Somebody said it was like going into a tank when they were doing the tracings from the live action.

Johnston: Yeah, they'd trace them off for somebody to animate.

Thomas: We'll probably never find out now [what Kahl's role was in animating the Prince]. Marc Davis might know; he was Grim's assistant. I don't know that Grim was even the one who animated the Prince. Milt felt that he was given a real dirty deal and was unfairly criticized for something that he had nothing to do with and wasn't his responsibility in the first place, and tried to help them out and do the best he could.

Johnston: He had something to do with it, or he wouldn't be upset about it, but I'm sure he wasn't the one who should get the blame.

Thomas: He sure didn't feel he was. I sort of kept my ears open over the years, to see if anyone actually knew. Ted Sears probably knew.

Johnston: Bill Cottrell might know. I had heard that Grim Natwick did the first thing, but I don't know that that's true at all. I can't imagine Campbell [animating the Prince]; he was working on the girl. Campbell was noted for girls, and did do a nice job on the blue fairy.

Thomas: He was an old-time sort of newspaper cartoonist; he'd never gone to art school or had any formal training, but he had a knack of drawing pretty girls. But real flat.

Barrier: Milt's account of doing the final version of Pinocchio—does that sound accurate to you?

Thomas: I'd never heard what the exact chronology was, but I know that [when], as Ollie says, the first model sheets were made of the new Pinocchio, I was stunned, because no one had told me they weren't going to do a wooden puppet. Here was this soft, pudgy, the hands—

Barrier: I've thought, seeing the picture again, that it was a mistake making Pinocchio a real boy. I talked with Jackson about this; the impact of Pinocchio's becoming a real boy is diluted because he's so much like a real boy to begin with.

Thomas: You may be right. I think I would argue, however, that for that picture, more important—see, there were no women, there were no lullabys, there was no love interest, there was no warmth. Geppetto tried to be a good father, but nobody was warm. I think one of the reasons Walt stopped work on it, and then when he put it back into work, was because he'd found now a warm little boy character that could be an asset and hold his own with Shirley Temple, who was big at the time.

Barrier: What you seem to be saying is that Disney should not have made the film at all, that the kind of animation Disney had perfected was really not workable for the story as it stood.

[Frank inserted the following response: "No, that's not my point. I felt there could be a way of using the puppet angle rather than the pudgy kid. But the audience loved it this way so once again I was wrong wrong wrong."]

Thomas: But you had to leave over half the incidents out, anyway, from the original story.

Johnston: It needed that appeal, really. It might have gone a little more toward the puppet.

Thomas: You know, Charlie McCarthy was big at the time, and Ham Luske even was in a story meeting about the time they took us all off. He said, "What would be wrong with honestly making it Charlie McCarthy, casting him as Pinocchio? He is a wooden puppet, and using the voice. . . ." We all had bad ideas.

Barrier: That sounds very strange.

Thomas: Except that Ham had had great success in the five years leading up to that point, and Walt leaned heavily on his opinions.

Johnston: Very pragmatic, practical.

Thomas: Yeah. He was always looking for a very practical way to solve a problem. He was never going after some ethereal thing.

Johnston: When he'd look at your tests, in contrast to Jackson and Bill Roberts, Ham would run it in a few minutes and then he'd say, "Well, here's what we're going to do." And he'd have analyzed the thing and have it all figured out. In contrast, Jackson would say, "Well, it's not the way I was thinking, but you know, the more I—let me see that again." He'd run it again: "You know, this may be better." But Ham would immediately figure, "Here's the scene, I've got to figure out a way to use it."

[Frank and Ollie said they knew nothing about a supposedly discarded sequence of Pinocchio's escape from Pleasure Island, or about new animation of the Prince supposedly being inserted in Snow White after its premiere.]

Barrier: Did you two do any voices for Dumbo? In the draft, the two clowns you see in silhouette, before Dumbo gets drunk, are identified as "Ollie" and "Frank." I didn 't know if this was a joke or an indication that you had done the voices.

Thomas: Probably just a joke.

Barrier: When I interviewed Dick Huemer a number of years ago, we were talking about Jackson, and he said Jackson was extremely picky about your animation of the stepmother in Cinderella, Frank.

Thomas: He should have been pickier.

Barrier: Dick said Jackson subjected it to a merciless picking apart.

Johnston: That's as bad as Ted Sears was with my stepsisters. He was always going to Walt, complaining to him.

Thomas: He said ugliness is not funny.

Johnston: He thought they were too ugly.

Barrier: They're funny-looking, not ugly.

Johnston: Well, that was his contention, and every time I'd run into him he'd say something to me. I couldn't go out of the building at night without running into him. Walt finally called me up to his office, and they brought some cels up. We talked about them, and we did eliminate some things in one of the drawings of the close-up of the blonde.

Barrier: But on the stepmother, you don't recall any criticism that was beyond the norm?

Thomas: Not from Jackson. A lot from Milt, and a lot from me. I never felt comfortable with her. Milt had done some drawings for me, to show what he thought she should be like, which was quite a different woman. I didn't see how you could ever make her work.[Frank inserted here: "Too subtle."] There were several other problems; the biggest was that the picture was shot in live action almost entirely—not the mice and cat stuff, but all the humans were all photographed and cut together and restaged from Photostats. On the Photostats you could truck in and do all these different things for your cartoon, so-called handling, but your characters were all nailed to the floor. There was nothing imaginative, no scenes that started inside you, because Walt had to find a cheaper way to make his picture. As we said before, he was broke. That was the way he chose to do it, and I think it was probably a very wise decision. I don't know how he could have done it otherwise.

But as an animator, I sure was frustrated. Cinderella was a real girl, and handled like a real girl, and the stepsisters and everybody who worked with her, particularly the Prince and the stepmother, to my way of thinking had to be just as real as she was. You couldn't let up and have them half-cartoon. The closest was the Grand Duke, he was more of a cartoon figure and he didn't have to work with her very much; the King didn't have to work with her. So you could get by with them, but everybody who was in the scenes with her I felt had to have the same treatment she did, very realistic, believable drawing and believable animation. I felt, here are your restrictions; it doesn't allow you very far to go. I never got any scenes that I felt really had the meanness, the villainy. You'd get a sneer, and it was just a subtle little sneer; just a curve of the upper lip was about all you could do on it. And the stepsisters, the same way. If you tried to get really the expression you wanted, you got into a lot of extra lines. The faces were designed realistically, and it had to be, for that treatment.

Johnston: I didn't enjoy them too much. I didn't find them restrictive in the same way he's talking about, but I thought your stepmother came off better than the stepsisters.

Barrier: They all came off well. I thought Eleanor Audley's voice gave you a real solid foundation.

Thomas: She was what carried it. I don't think my work was bad; I always felt that she does her role in the picture, she does what she had to do for Cinderella, but I wish she could have been a little juicier, a little richer.

Barrier: Frank, Don Graham, in an Action Analysis lecture back in 1937, mentioned you and Woolie as examples of animators who moved up in the ranks quickly because they made personal tests when they were assistants. Is that correct? Were you making an exceptionally large number of tests?

Thomas: I don't think so. We had a program at the time—somebody, Ben Sharpsteen, or maybe it was Don, gave out a problem: the Goof, running with a bucket of water, and throwing it out a window, and then turning and running out of the scene. Everybody did that. Of course, Kimball was outstanding; he was trying for a completely different thing. It wasn't the Goof, it was a real fat guy, walking along, and his stomach, the buttons on it would go like this in a walk. He had a little tiny bucket like this. And what did he do—a caricature of George Drake came in and wiggled his ears to the side—stuff that had nothing to do [with the assignment] but made everybody know who Kimball was. And it was well done, for what he was doing, and it was funny. There was another assignment, which I think came from Don, of a girl standing in front of a suitcase, and something happened in the suitcase—she had a dog in it, or something that wiggled—and she ran around and brought it down and opened it. This is a tough thing, to get a girl to turn, spin around, and then kneel—she squatted down—so she could open the suitcase. I don't remember doing many tests on my own; there wouldn't have been enough time.

Johnston: I don't remember doing more than two or three. That famous one that George Drake gave us, of the guy who had a bad limp but who was better now.

Thomas: We had a test that took four people on this one scene of the witch from Snow White; they were going to do a test of some multiplane, or something. We didn't know what it was. Anyway, the witch is going along, she crosses over a bridge, then does something else and turns and goes off into the distance. One guy walked her up to the bridge, I got the section where she goes over the bridge, [the third guy] picked her up here, and the fourth guy walked her off. He [George Drake, evidently] said, "This has to be an eighth of an inch pan move all the way through, steady. But now when she starts up the bridge, she's going over a hill, so it's harder for her to go. Then she comes down the other side"—you could tell from the way he said it that someone had told him—"it's easier for her, so she goes a little faster." I said, "You mean you want to slow down the pan as she's going up, and then speed it up to make up for it as she comes down the other side?" "No, no, you can't do that, but make it a slow eighth of an inch when she's going up and a fast eighth of an inch when she's coming down."

Johnston: It was a strange thing about that studio, there were so many impossible people, and there was a genius like Walt who sometimes didn't recognize those problems.

Barrier: On Wind in the Willows, Jack Brunner said, Frank, that you and Algar worked on it after the war, until it was shelved again around the time of the big '46 layoffs, and that was when Algar went on the True-Life Adventures.

Johnston: You co-directed on that for a while, and then you went back into animating on it, but it was not dropped again.

Barrier: Jack Kinney and Algar wound up sharing direction credit on that.

Thomas: We started out not co-directing as much as salvaging. Walt said, "Let's see what we got there. Put it together, find out what shape it's in, re-shoot the scenes, whatever, and see what it looks like." So we did that, and then he looked at it and said, "It still doesn't hold up," but he had some new ideas of scenes to put in it, and he also wanted it cut down to thirty minutes. We cut it down to thirty minutes and he said, "It's still too long. Cut it down to twenty-five." So we cut out scenes which we really hated to cut out, some of the best ones—"Poor toad, I misjudged him," stuff like that. We did it a little bit vindictively, because Walt was being so relentless—"Oh, you can cut that without hurting it, come on, guys." So we said, okay, we'll cut it without showing what has to come out. Instead of trying to find a way to save every last thing we thought was good. Walt picked it up immediately: "Aw, come on now, you guys." Cutting out the good stuff—you didn't put anything over on him. Then he worked the other way to try to bolster the thing, and we put in that whole idea of Cyril coming in—

Johnston: "It's Christmas, your grandmother's here."

Thomas: Yeah. I handed out a lot of scenes, and about that time I got pulled off it to work on "Johnny Appleseed," wasn't it?

Johnston: Didn't you finish that thing?

Thomas: No, because I remember Jim saying something to me about pulling my chestnuts out of the fire. I'd say, "What you have been doing?" "Oh, pulling your chestnuts out of the fire."

Johnston: I must have gone off [of Wind in the Willows] because I went on "Appleseed," too; then did we go back on the thing?

Thomas: No, because from there, it sort of lagged for a while, then they put Kimball on it, and Jack Kinney; I think Kimball first. They decided to put in this railroad chase. It was too much of the even thing [even pace], just going along.

Johnston: That's when Kimball did that famous drawing of me where I'm fuming at the table with my track shoes on—he always drew me with track shoes on—and he's walking off with Toad. Vip [Virgil Partch] did some funny ones of that, too.

Thomas: I don't think it was shelved, but it sure hit a low spot there, where Walt wasn't satisfied with it and didn't know what to do with it. It could have been that everybody dropped it. The last I remember was I'd been trying to sweatbox the scenes that I'd handed out, and then I was asked to go on to "Johnny Appleseed."

Johnston: Then we must have come back on, if there was anything to finish, and then went on to "Ichabod."

Thomas: I don't remember going back onto it. I just remember there wasn't much happening there—I don't know why, or what was going on—and then all of a sudden we heard Kimball was on it. I said, "Kimball?!" And then Kinney—God! What are they going to do with it? All the things that I thought were so good.

Barrier: At some point after the war, too, Homer Brightman and Harry Reeves were taking what had been done before the war and going through it.

Thomas: I think they were probably on it at that same time, or maybe before Kinney, trying to put gags in it.

Barrier: Oh, this was after you had been involved with it.

Thomas: Yeah.

Johnston: Kinney was riding real high at that time on the Goof stuff. He was Walt's pet right through there, and so that's why he got put on there.

Thomas: Of course, a lot of guys got put on pictures because they were out of work. Walt always felt, "You never know who'll have a new slant on something," or "Try them for six weeks and see what they do." It doesn't mean that it was any big deal; they just had to have something for them to charge the time to for six weeks, and if nothing came of it, they'd go on to something else. Chuck Jones was there for close to a year, and some historian's going to say, "He worked on Sleeping Beauty, and he worked on this, and he worked on that." Well, he didn't work on anything. He just talked.

Barrier: Something I want to get settled in my own mind is the role that the Nine Old Men played after the war, how formal a committee it was and what power they had. It's mentioned to me that you guys had an important role in determining screen credits, for example.

Johnston: No, they had committees who were elected, to do the screen credits. Remember those? The animation board didn't do the screen credits.

Barrier: The Nine Old Men were the animation board? That was your formal title?

Johnston: That was what the Nine Old Men were. It was a fluctuating group; it just ended up with nine guys.

Thomas: At that time. For a while it'd have eleven, and then be down to seven, and then five.

Johnston: Freddie Moore used to be on it, at one time, and Nick Nichols was on it. By the '50s, it was the nine people, and it stayed that way from then on.

Barrier: It must go back then quite a ways. When did this board first come into existence?

Johnston: What, 1945 or '46?

Thomas: Oh, before that; before the strike.

Johnston: Yeah, but that was—

Thomas: That was another animation board.

Johnston: That's right. Because we had to go over all the names of people that would be let off. That was one of the worst duties we had. They'd bring us in a big list, whether it was Ken Peterson or Hal Adelquist, and say, "We gotta cut two thirds of these people out."

Barrier: Was this at the time of the '46 layoff, or the one in '41?

Johnston: This would have been in '41. "You've gotta pick out the guys, you know them better than we do. You've gotta pick out the guys who are gonna leave." It was awful, because there were hundreds involved. Anyway, that was the way that worked. After the war, when there was some hiring back on, why, they'd bring you a bunch of names, and here'd be one of these same people. Kimball's classic comment—no, Woolie's, he came into the meeting late one time, looked at the list, and said, "Are we hiring or firing?"

Thomas: During those days, there were various committees assembled for a certain problem, a certain predicament that no one else in management could handle. So they would get Dave Hand and say, "Pick six guys out of animation." So he'd pick six guys, and then they'd give you some stinking job to do. You'd do it in three weeks, and that was the end of it. Then they'd say, "Hey, we got a problem here of film credits on this picture." "Hell, that's up to Walt." "No, Walt wants your recommendation. He's not going to follow it, he just wants your recommendation." So you'd sit in and do that, then you'd be off the hook. Then you'd hear another group was doing something else, and you'd be glad you hadn't been stuck on it. It was always Eric Larson; it was always Eric and somebody else.

Johnston: I don't remember when the film-credit committee started, but they started awfully early. I thought it was for Bambi, actually, that they were elected.

Thomas: Eventually we did elect, but I don't remember which picture it started with. Then the guys would say, "Look, I've done this for two years. Somebody else will do it for a while." Then we'd have a new election and elect Eric and four others.

Barrier: One thing that struck me about your book was that from your point of view, as animators, the later features seem to have been the culmination of a trend that you obviously found congenial, which is increasing control by the directing animators over their sequences, and the characters in those sequences. But I remember talking with you in '76, when you obviously felt some dissatifaction with Woolie, and with the finished films, which clearly don't have the same kind of total impact as the earlier features, even though your work on them was more constricting in many ways, as when you'd have two animators working on the same scene and their work would have to be more tied down. I guess what I'm wondering is, what lessons you draw from this, particularly about Woolie's methods, and Woolie as a director. For all the control an animator like Milt Kahl had over a character like Madame Medusa in The Rescuers, clearly he was in constant conflict with Woolie and found working for Woolie ultimately intolerable, and left or was fired.

Thomas: I don't think there's any lesson, or any question. When Walt died, we got together and voted, as I recall, [to] leave things as they are. Woolie is the director, Don Griffith is the layout man, Larry Clemmons is story—that's all we had—and you and you and you and you will be animators, and we'll make the decisions as best we can. Woolie said, "Golly, guys, I don't know whether I can do it." We said, "We'll help you." He said, "We're all going to be leaning against each other to stand up. Any one of us by ourselves would fall down. Let's try it and see if it works." So we tried it, and the first picture, The Aristocats, none of us had been in any meetings with Walt; Ken Anderson had been in one, and had made several drawings. But the rest of us didn't know what Walt had seen in the picture or what he wanted, and yet that had been designated as the next picture.

Johnston: They had a script; it was almost a live-action type thing, [with] a whole lot of live-action characters.

Thomas: A lot of stuff was impossible to do, so we didn't know what Walt had in mind for that. Anyway, sticking with Woolie, he was doing the best he could, and he was trying to remember—you know, it's a big job pulling off an animated feature film. God, the long hours he put in. Danny Alguire [whom Frank identified as not just Reitherman's assistant director but also the trumpet (cornet) man in the Firehouse Five Plus Two] used to say, "Woolie can come back from flying around the world and stay there for ten hours and be ready for more, and the rest of us are all dead from an eight-hour day." Boundless energy.

The one thing he held fast to was entertainment; you've got to have entertainment on the screen, you've got to have something new. Otherwise, he was willing to work with anybody and compromise. But there were an awful lot of areas he simply did not understand, which I think is true of any of us, and so he'd have an awful problem. Well, he grew—even Milt commented on this—over those first three pictures, he grew tremendously, in stature and handling people and his ideas, his judgment. He'd come to rely on certain people for bigger jobs than they wanted to do, even. So, even though I didn't agree with him on, golly, 40 percent of the things, there was no point in fighting him. There was no point in fighting Ken Anderson, there was no point in fighting Milt. We were just a handful of us, stuck together, and we had to do the best we can. Everybody had tension, at various times, and I don't think that anybody was trying to—well, what's the lesson we can learn? The lesson is that if you've got a few guys with talent you'd better hang together and do the best you can.

Johnston: The big thing, I'd say, is no one was really looking for power; we were all trying to make a good picture. Woolie emerged as the guy who, for one reason or another—partly because he had been directing, and I don't think anybody else wanted to direct. He seemed to be agreeable to do that, and I think he realized that our type of animation was what the pictures needed, more than his, and that there were other guys who could get the type of work that he had been doing. I think it was really great the way it worked out. I think we had a good ésprit de corps with the group. There was a lot of arguing, and an awful lot of disagreements, but it was rewarding to me the way it worked out, and the way Woolie did take charge. It was really a tough period on that first picture.

Thomas: Yeah. I'd say part of it, from our standpoint, was that we also all agreed not to go backwards so much as to say, we sure as hell better do something we know how to do, conditions being what they are, and the type of animation which everybody had enjoyed the most was Song of the South (1946)—which I didn't work on. Animals with clothes gave you the greatest latitude, and a story that had a lot of warmth and happiness and gags in it was the type of thing to shoot for. And Woolie understood all of those things. So that made it a lot easier for us as animators; it gave us more time—you could do the footage faster when you were doing characters like Sir Hiss and Prince John and all those great characters that were a lot of fun to do. And Medusa—God, Geraldine Page's voice was the greatest voice we ever had.

Johnston: Under Woolie, I think we embarked on a time of really good voices—inspirational voices to work with. I don't think I'd ever had anything as good as Phil Harris and—of course, Sebastian Cabot was good, but he was more conventional—Ustinov and Terry-Thomas. They were just outstanding. And the [voices] that Woolie got for the geese in Aristocats (1971) [Monica Evans and Carole Shelley, who played sisters in the Odd Couple television comedy] were just outstanding.

Thomas: He went for the things which were fun to do, and we knew how to do, and just hoped to hell that the picture would hold together. There was nobody with the great vision of "Fellows, here's the next picture we're going to do. It's gotta be this, it's gotta be that." You said, look, we're trying to hang on by our teeth here.

Johnston: We wanted to keep it going, because we weren't ready to retire and we were still enjoying it. It was just fortunate that Woolie and this group could work together.

Thomas: Just a handful of guys—I never counted up, but boy, there sure seemed to be under thirty.

Johnston: Well, there were only a few guys who were really interested in continuing to make the real good pictures. And there were other guys who were interested in keeping the jobs, so that they could work till they retired. Newer fellows like Vance Gerry were really great, but there was just Ken and the four of us; Eric was doing mostly training. He did a little bit on Jungle Book. I think he worked on that bird thing [It's Tough to Be a Bird] while we were doing The Aristocats.

Barrier: I know he did television animation.

Thomas: He did a lot of the duck thing, Ludwig von Drake.

Barrier: That reminds me, I don't think I've asked you exactly what happened to Eric on Sleeping Beauty.

Johnston: He took over for Jackson, you know. Eric was at a disadvantage, because he came in kind of cold on the thing. I don't think he'd been animating on it, had he? Maybe so.

Thomas: Hadn't he been shooting live action?

Johnston: Yeah; because all that stuff we did with making the cake, Eric was all in on shooting that.

Thomas: It was the wrong picture for Eric's talents, and the wrong time. He was a little like Jackson, and a lot like Ham, in that he wanted to be very well organized, and he didn't want to move until he was organized. He wanted to have these layouts, and these numbers, and this footage—now then, call the animator. He didn't feel he was doing his job if he worked off the cuff or talked about it loosely and said, "Help me out with the cutting, fellows. How do you see this? What do you think's going to be the best way to do it?" He wanted things neat and tidy, because that's the way he'd always worked. This picture was too loose and too back and forward, with Walt not sure of how he wanted to do the thing. I don't know who would have been the right guy for that; maybe Woolie, because Woolie could always go back—he'd go clear back to square one, didn't bother him at all [to] start all over again. That's why Walt liked him: "Woolie isn't rigid, he'll try new ideas, he'll try things." He got miserable assignments; they gave him Goliath II (1960), the baby elephant. Poor Bill Peet, he nearly died on that. They told Woolie, "We want this picture, but only if you can bring it in for $100,000." It would be like saying, "Go out and buy the best car you can. It can be used as long as it isn't over two years old, but all we're giving you is $1,500. Go out and make a deal." That was really what it was. Woolie pirated the morgue; he cut up old drawings and pasted stuff together. He did everything he could think of to try to get a picture out for the price, and I think he did it.

Johnston: Very resourceful. It sure used to make everybody mad, though, all that re-use. I guess he had no choice.

Barrier: According to people like Bob Carlson and Gerry Hathcock, Woolie was extremely demanding of people who worked under him, and obviously he followed the same rule as far as Walt was concerned. Whatever the boss wanted, however crazy it was—

Thomas: —that's what you do. He'd have several guys try a scene. A guy's killing himself on it, and Woolie'd call him: "Bring up your drawings, let me see what you got." He'd look at them and say, "Well, I don't know, that's pretty good. Here, you [another animator] try it, to see what you get out of it." Everybody would have a finger in it.

Jackson and Blair

Thomas and Johnston's favorite director, Wilfred Jackson, at work on Cinderella (1950) with Mary Blair, one of several designers (Eyvind Earle was another) whose styling they admired but found problematic.

[Posted November 2, 2014]