Walt Disney Films and American Popular Music, 1940–1955

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American Music Summer 2021 © 2021 by the Board of Trustees of the University of Illinois J. B. KAUFMAN Make Mine Pop Music: Walt Disney Films and American Popular Music, 1940–1955 Throughout the golden age of the Walt Disney studio—and afterward, to the end of Walt’s life—the company was in a constant state of flux, never standing still for very long. Like Walt himself, the studio was forever seeking new goals, new opportunities, fresh modes of expres- sion. Its films reflected this restless turn of mind: between the 1930s and the 1950s, the world of the Disney animated film was an enormously varied universe, encompassing a range of stories, ideas, and pictorial exploration. The musical component of the films was likewise varied, keeping pace with the visuals with a wide array of melodic styles and influences—from “Minnie’s Yoo Hoo” to “When You Wish upon a Star,” from “Turkey in the Straw” to Beethoven. Within this vast and varied landscape, we can break down some broad general subcategories. For the first twelve or fifteen years of Disney’s phenomenal success story—from the introduction of Mickey Mouse through the making of the classic early features—the musical element of the studio’s films was, by and large, original and self-contained. It wasn’t that Walt Disney was opposed to interpolating an occasional stan- dard or contemporary hit song in his cartoons, but the Disney studio was still a small, hand-to-mouth operation. Walt and Roy quickly discovered that it was far more cost-effective to score a cartoon with original music than to pay royalties to a music publisher for an existing number. As time passed and the studio recruited new and brilliant musical talent, in particular Frank Churchill and Leigh Harline, Disney films began to J. B. Kaufman is a film historian and author who has written and lectured on Disney animation, American silent film, and related topics. His books include Pinocchio: The Making of the Disney Epic, The Fairest One of All, and South of the Border with Disney. He also holds forth online at www.jbkaufman.com. Downloaded from http://scholarlypublishingcollective.org/uip/am/article-pdf/39/2/154/1411333/americanmusic.39.2.0154.pdf by guest on 07 February 2022

Transcript of Walt Disney Films and American Popular Music, 1940–1955

American Music Summer 2021© 2021 by the Board of Trustees of the University of Illinois

J. B. KAUFMAN

Make Mine Pop Music: Walt Disney Films and American

Popular Music, 1940–1955

Throughout the golden age of the Walt Disney studio—and afterward, to the end of Walt’s life—the company was in a constant state of flux, never standing still for very long. Like Walt himself, the studio was forever seeking new goals, new opportunities, fresh modes of expres-sion. Its films reflected this restless turn of mind: between the 1930s and the 1950s, the world of the Disney animated film was an enormously varied universe, encompassing a range of stories, ideas, and pictorial exploration. The musical component of the films was likewise varied, keeping pace with the visuals with a wide array of melodic styles and influences—from “Minnie’s Yoo Hoo” to “When You Wish upon a Star,” from “Turkey in the Straw” to Beethoven. Within this vast and varied landscape, we can break down some broad general subcategories. For the first twelve or fifteen years of Disney’s phenomenal success story—from the introduction of Mickey Mouse through the making of the classic early features—the musical element of the studio’s films was, by and large, original and self-contained. It wasn’t that Walt Disney was opposed to interpolating an occasional stan-dard or contemporary hit song in his cartoons, but the Disney studio was still a small, hand-to-mouth operation. Walt and Roy quickly discovered that it was far more cost-effective to score a cartoon with original music than to pay royalties to a music publisher for an existing number. As time passed and the studio recruited new and brilliant musical talent, in particular Frank Churchill and Leigh Harline, Disney films began to

J. B. Kaufman is a film historian and author who has written and lectured on Disney animation, American silent film, and related topics. His books include Pinocchio: The Making of the Disney Epic, The Fairest One of All, and South of the Border with Disney. He also holds forth online at www.jbkaufman.com.

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generate their own hit songs. Now original music was not simply a cost-saving measure; it was a valuable Disney asset in its own right. Similarly, the team of Richard and Robert Sherman, breaking into the world of Disney movies in 1961, quickly struck a chord with Walt himself. Thanks to his interest, they continued to contribute a burgeoning succes-sion of songs to Mary Poppins (1964) and other films, becoming another in-house hit machine for the studio. Many of their songs are still fondly cherished today by generations of Disney fans, and to the end of Walt’s life they dominated Disney music as a self-contained studio resource. But between these two phases—beginning in the early 1940s, lasting through the war and postwar years, and extending through much of the studio’s new expansionist period in the 1950s—was an interlude in which Disney’s relationship with the popular music business became more of a two-way street. Disney films still boasted original music and introduced new songs, some of them quite successful, and some of these still con-tributed by studio composers. But a significant number were the work of established Tin Pan Alley songwriters, contracting with the studio on a freelance basis for individual-picture deals. And quite a number of them were performed on the film soundtracks, not by homegrown Disney talent but by singers and other musicians who were already popular on the national and world stages. Relatively little attention has been paid to this aspect of Disney music history, but in retrospect it seems a remark-able and noteworthy event. For a period lasting nearly two decades, the sensibilities of the Disney studio and of the pop music culture at large were in tune with each other. Together they produced what amounts to an essential body of work. The seeds of this movement were planted surprisingly early. In the spring of 1940—while still deeply enmeshed in production of the all-classical Fantasia, which would not be completed and premiered until that autumn—Walt was actively investigating the possibility of produc-ing a special short featuring Benny Goodman. Goodman was a musical powerhouse at this time, not only a virtuoso jazz clarinetist but also the leader of a big band and, simultaneously, a smaller combo, both extremely popular. After years of middling success, his career had sky-rocketed spectacularly during the late 1930s, and by the spring of 1940 he was one of the hottest properties in the business. To produce a film with such an up-to-the-minute star would have been a radical departure for the Disney studio, which had hitherto specialized in timeless stories like Snow White and the Seven Dwarfs (1937) and Pinocchio (1940)—or, in the case of Fantasia, timeless music. Nevertheless, in April 1940 the story department was at work on story ideas for the project, and studio repre-sentatives were negotiating with Goodman’s management agency over terms. The idea was temporarily shelved only because, as Walt noted, “we are still trying to hit upon a satisfactory story idea for the picture, and until we do we don’t want any contract [with Goodman].”1

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In the meantime, contemporary singers and songwriters did turn up in the Disney universe in an unexpected and very different way. In 1941, concurrently with a wide range of other activities, Walt responded to the US government’s invitation to take part in the “Good Neighbor” initia-tive, producing films with strong Latin American content and themes—most notably, the features Saludos Amigos (1942) and The Three Caballeros (1944).2 The Good Neighbor mission was to strengthen friendly relations between the United States and South America and Mexico, and the Dis-ney films accomplished this purpose partly by incorporating music from those cultures. Ary Barroso, the great Brazilian songwriter, was already enjoying a rising wave of popularity in the United States, but he received a tremendous international career boost when his “Aquarela do Brasil” was featured in Saludos Amigos. The Disney studio quickly followed up by licensing two more of his songs for The Three Caballeros. Similarly, Mexican songwriter Agustín Lara’s “Solamente una vez” found an inter-national showcase as “You Belong to My Heart,” and Manuel Esperón’s “¡Ay, Jalisco, no te rajes!,” outfitted with a new English lyric, became the title song in The Three Caballeros. To perform this Latin American music, the studio signed Latin Ameri-can performers. When audiences heard “Aquarela do Brasil” in Saludos Amigos, the off-screen voice was that of Brazilian singer Aloysio Oliveira, who had come to the United States as the director of Carmen Miranda’s group, Bando da Lua. For The Three Caballeros, Disney went a step further: this time Carmen’s sister, Aurora Miranda—who enjoyed a substantial show-business career of her own in both Brazil and the United States—appeared on-screen to sing and dance to another Barroso standard, “Os quindins de Yayá.” The Mexican segment of Caballeros followed suit: here Mexican singer Dora Luz appeared on-screen to sing “You Belong to My Heart,” while dancer Carmen Molina, in a series of colorful regional costumes, performed three traditional dance numbers. By the end of World War II, then, the Disney studio had established a precedent of showcasing contemporary popular music in its feature films—albeit the music of other cultures. From there it was only a short step to the contemporary pop music scene of the United States, and forces within the studio were actively pushing to explore that scene in their films. As early as September 1943, writer Jim Bodrero was writing a memo to Walt urging the idea of a “Swing Fantasia,” featuring the top names in contemporary swing music.3 One of those names, of course, was Benny Goodman, and in 1943 the idea of a Goodman-centered short was still percolating in the Disney story department. By year’s end that notion had been combined with other musically oriented story ideas, and the studio was moving forward with a film, tentatively titled Swing Street, that might incorporate several of them in one showcase. The Disney studio never did produce a “Swing Fantasia,” but only because that idea was overtaken by a film embracing an even wider

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canvas. As Walt’s and the writers’ ideas continued to evolve, Swing Street and other nascent productions blended and morphed into a feature-length film that combined swing with classical music and popular bal-lads. The film was titled Make Mine Music, and it was released to theaters in April 1946, an example of what today’s Disney enthusiast knows as the “package feature”—a feature-length film offering a variety of more or less disparate segments in a single evening’s entertainment. Benny Goodman is indeed a cornerstone of the finished film, never appearing on-screen but providing the soundtrack musical component for two seg-ments in the wide-ranging assortment. “All the Cats Join In,” a lively celebration of teenage soda-fountain jukebox culture, features Good-man’s big band, complete with vocalists. Later in the program, Goodman returns with his quartet—featuring, besides himself, Teddy Wilson, Cozy Cole, and Sid Weiss—to perform the jazz standard “After You’ve Gone.” This sequence is illustrated on the screen by a fanciful romp featuring the quartet’s musical instruments (clarinet, piano keyboard, drums, and bass) come to life. Along with these jazz interludes and a single nod to the classical world—Prokofiev’s Peter and the Wolf, originally developed for Fanta-sia—Make Mine Music features current popular singers such as Dinah Shore on its soundtrack. Shore had first achieved prominence as a radio singer in the early 1940s. During the war her career was on the ascen-dant, her hit records supplemented by European tours with the USO and appearances in Hollywood films such as Thank Your Lucky Stars (1943) and Up in Arms (1944). The Disney studio recruited her in 1944 to sing in its planned musical picture. In Make Mine Music she can be heard on the soundtrack singing the romantic ballad “Two Silhouettes,” illustrated literally on the screen with a silhouetted ballet performance by David Lichine and Tatiana Riabouchinska. Another pop music phenomenon of the World War II years was the success of the Andrews Sisters. Their swinging, hard-driving sound, perfectly in tune with the times, made them a sensation on radio and records, and after their screen appearance in the smash hit Buck Privates (1941) they became a hot commodity in Hollywood as well. They were still riding high in 1945 when the Disney studio added them to its off-screen cast of singing voices. In Make Mine Music, they sing “Johnny Fedora and Alice Blue Bonnet,” the musical tale of a romance between two hats in a department-store window. This may seem an unpromis-ing subject for a cartoon story, but as narrated melodically by the sisters and animated on the screen by the Disney artists it becomes a charming highlight of the feature. And, in fact, the cast of Make Mine Music features yet another popular singer of the day. Andrés Rábago, a young singer of Mexican descent, had recently achieved a career breakthrough under the Anglicized name of Andy Russell. Although he may not be as well remembered today as

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Dinah Shore or the Andrews Sisters, in the mid-1940s Andy Russell had a strong popular following. In Make Mine Music he can be heard sing-ing the melancholy ballad “Without You”—originally “Tres palabras,” by Cuban composer Osvaldo Farres, now with new English lyrics. Both Russell and the song came to the studio by way of the Good Neighbor program, but in the finished film both are absorbed into the mainstream of US pop music culture. In 1946 the prominent presence of Benny Goodman, Dinah Shore, the Andrews Sisters, and Andy Russell—along with Nelson Eddy, who burlesqued opera in another segment, “The Whale Who Wanted to Sing at the Met”—set Make Mine Music apart as a fresh departure among Dis-ney features. The press commented on this turning point even before the film’s release. “Make Mine Music will be what Walt calls a variety show,” reported the Los Angeles Times. “Except for one sequence it will be all cartoon. Yet it will be jampacked with ‘ghost stars.’”4 The Disney public-ity forces were quick to realize that these popular performers not only gave the film added marquee value but also offered fresh promotional opportunities in the popular music market. Benny Goodman, Dinah Shore, and the Andrews Sisters issued new records of their songs from the film, and other singers chimed in with covers of their own. The Dis-ney studio didn’t stop there; in February 1946, two months before the film’s opening, a specially recorded two-record set was sent to radio disc jockeys across the country with four of the new songs from Make Mine Music. This publicity stunt proved so popular that the studio issued a third disc, with two more of the songs, a scant month later (see table 1). Make Mine Music was only modestly successful at the box office, but the combination of Disney animation and contemporary pop music was well received all around. Walt was encouraged to try further variations on this idea, and long before the film’s release he had signed Dinah Shore for a return appearance. Her vehicle this time was Bongo, the story of a trained circus bear who escapes into the wild, a story originally planned as a feature in its own right. For this project Shore assumed a far more prominent role than in “Two Silhouettes.” An early treatment suggested that she would appear on-screen in a live-action prologue, relating Bongo’s story to a group of young girls.5 This idea was ultimately abandoned, but Dinah Shore maintains a strong off-screen presence on the soundtrack of Bongo, narrating the story and singing no fewer than three songs. In the end, audiences saw Bongo combined with another story, Mickey and the Beanstalk, in a different kind of “package feature,” linking two featurette-length stories rather than an assortment of shorter pieces. This self-contained double feature was released as Fun and Fancy Free (1947). The Andrews Sisters, too, were invited back to the Disney studio for a second engagement. Their song this time was the story of Little Toot the tugboat, and the resulting segment was incorporated into a new package

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Table 1. Songwriters and performers featured in Walt Disney animated features, 1946–1955

Make Mine Music (1946)

Song Songwriter(s) Performer(s)

Make Mine Music Ken Darby, Eliot Daniel Ken Darby ChorusThe Martins and the Coys Al Cameron, Ted Weems The King’s MenBlue Bayou Ray Gilbert, Bobby Worth Ken Darby ChorusAll the Cats Join In Alec Wilder, Ray Gilbert,

Eddie SauterBenny Goodman and

His OrchestraWithout You Ray Gilbert (English lyric),

Osvaldo FarresAndy Russell

Casey (The Pride of Them All) Ray Gilbert, Ken Darby, Eliot Daniel

Jerry Colonna

Two Silhouettes Ray Gilbert, Charles Wolcott Dinah ShoreAfter You’ve Gone Henry Creamer,

Turner LeightonBenny Goodman

QuartetJohnnie Fedora and Alice Blue

BonnetAllie Wrubel, Ray Gilbert Andrews Sisters

Fun and Fancy Free (1947)

Song Songwriter(s) Performer(s)

Fun and Fancy Free Eliot Daniel, Bennie Benjamin, George Weiss

Starlighters

I’m a Happy-Go-Lucky Fellow Eliot Daniel Cliff EdwardsLazy Countryside Bobby Worth Dinah Shore,

Dinning SistersToo Good to Be True Buddy Kaye, Eliot Daniel Dinah ShoreSay It with a Slap Eliot Daniel Dinah ShoreMy, What a Happy Day William Walsh, Ray Noble Anita GordonFee-Fi-Fo-Fum Arthur Quenzer,

Paul J. SmithBilly Gilbert

My Favorite Dream William Walsh, Ray Noble Anita Gordon

Melody Time (1948)

Song Songwriter(s) Performer(s)

Melody Time Bennie Benjamin, George Weiss

Buddy Clark

Once upon a Wintertime Ray Gilbert, Bobby Worth Frances LangfordBumble Boogie Jack Fina (adapted from

Rimsky-Korsakov)Freddy Martin and

His OrchestraThe Lord Is Good to Me Kim Gannon, Walter Kent Dennis DayThe Apple Song Kim Gannon, Walter Kent Dennis DayThe Pioneer Song Kim Gannon, Walter Kent Dennis DayLittle Toot Allie Wrubel Andrews SistersTrees Oscar Rasbach (from poem

by Joyce Kilmer)Fred Waring and

His PennsylvaniansBlame It on the Samba Ray Gilbert (English lyric),

Ernesto NazarethDinning Sisters,

Ethel SmithBlue Shadows on the Trail Eliot Daniel, Johnny Lange Roy Rogers and Sons

of the PioneersPecos Bill Eliot Daniel, Johnny Lange Roy Rogers and Sons

of the Pioneers

(continues)

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The Adventures of Ichabod and Mr. Toad (1949)

Song Songwriter(s) Performer(s)

Ichabod Don Raye, Gene de Paul Bing CrosbyKatrina Don Raye, Gene de Paul Bing CrosbyThe Headless Horseman Don Raye, Gene de Paul Bing CrosbyThe Merrily Song Larry Morey, Frank

Churchill, Ray Gilbert, Charles Wolcott

Eric Blore, Pat O’Malley

Cinderella (1950)

Song Songwriter(s) Performer(s)

Cinderella Mack David, Jerry Livingston, Al Hoffman

unbilled chorus

A Dream Is a Wish Your Heart Makes

Mack David, Jerry Livingston, Al Hoffman

Ilene Woods

Sing, Sweet Nightingale Mack David, Jerry Livingston, Al Hoffman

Rhoda Williams, Ilene Woods

The Work Song Mack David, Jerry Livingston, Al Hoffman

Jim Macdonald (sped character voices for mice)

Bibbidi-Bobbidi-Boo Mack David, Jerry Livingston, Al Hoffman

Verna Felton

So This Is Love Mack David, Jerry Livingston, Al Hoffman

Ilene Woods, Mike Douglas

Alice in Wonderland (1951)

Song Songwriter(s) Performer(s)

Alice in Wonderland Bob Hilliard, Sammy Fain unbilled chorusVery Good Advice Bob Hilliard, Sammy Fain Kathryn BeaumontIn a World of My Own Bob Hilliard, Sammy Fain Kathryn BeaumontAll in a Golden Afternoon Bob Hilliard, Sammy Fain unbilled chorusThe Walrus and the Carpenter Bob Hilliard, Sammy Fain Pat O’MalleyThe Caucus Race Bob Hilliard, Sammy Fain unbilled chorusI’m Late Bob Hilliard, Sammy Fain Bill ThompsonPainting the Roses Red Bob Hilliard, Sammy Fain The Mello Men,

Kathryn Beaumont, Verna Felton

March of the Cards Bob Hilliard, Sammy Fain instrumentalThe Unbirthday Song Mack David, Jerry

Livingston, Al HoffmanEd Wynn,

Jerry Colonna

Peter Pan (1953)

Song Songwriter(s) Performer(s)

Second Star to the Right Sammy Cahn, Sammy Fain unbilled chorusYou Can Fly! You Can Fly! You

Can Fly!Sammy Cahn, Sammy Fain Bobby Driscoll,

Kathryn Beaumont, unbilled chorus

A Pirate’s Life Erdman Penner, Oliver Wallace

Bill Thompson, pirates’ chorus

Tee-Dum Tee-Dee(Following the Leader)

Ted Sears, Winston Hibler, Oliver Wallace

Lost Boys chorus

Table 1 (cont.)

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feature along the lines of Make Mine Music. The new feature was titled Melody Time (1948), and the sisters were joined by a new roster of high-profile guest talent. Another close-harmony sister trio, the Dinning Sisters (who had backed Dinah Shore on one of her songs in Bongo), sing “Blame It on the Samba,” another vestige of the studio’s Good Neighbor effort, featuring a blistering solo by organist Ethel Smith. Frances Langford croons the romantic “Once upon a Wintertime,” Dennis Day provides multiple voices for the story of “Johnny Appleseed,” Freddy Martin and his orchestra perform the jazzy “Bumble Boogie,” and Fred Waring and his Pennsylvanians present a musical adaptation of “Trees.” Roy Rogers and the Sons of the Pioneers bring the proceedings to a rousing finish with the story of “Pecos Bill.” By this time the combination of popular musicians and Disney anima-tion was becoming a regular occurrence. Bing Crosby, one of the biggest stars in the business, stepped into the Disney spotlight for The Legend of Sleepy Hollow. His role is more or less the equivalent of Dinah Shore’s role in Bongo: he provides the soundtrack narration and, along the way, sings three songs. Like Bongo, this story was combined with another, The Wind in the Willows, to form a self-contained “double feature” package. This film was released in 1949 as The Adventures of Ichabod and Mr. Toad. All these films were well received by audiences, and moviegoers could scarcely miss the presence of stars of the stature of Bing Crosby or the Andrews Sisters in the latest Disney pictures. But there was a parallel development that may well have gone unnoticed: all these guest stars needed songs to sing, and some of the songs were provided by songwrit-ers who were, likewise, guests.

Peter Pan (1953)

Song Songwriter(s) Performer(s)

What Made the Red Man Red Sammy Cahn, Sammy Fain men’s chorusYour Mother and Mine Sammy Cahn, Sammy Fain Kathryn BeaumontThe Elegant Captain Hook Sammy Cahn, Sammy Fain Hans Conried, pirates’

chorusNever Smile at a Crocodile Jack Lawrence,

Frank Churchillinstrumental (in the

film)

Lady and the Tramp (1955)

Song Songwriter(s) Performer(s)

Peace on Earth Peggy Lee, Sonny Burke Donald NovisLa La Lu Peggy Lee, Sonny Burke Peggy LeeThe Siamese Cat Song Peggy Lee, Sonny Burke Peggy Lee

(double-tracked)Bella Notte Peggy Lee, Sonny Burke George GivotHe’s a Tramp Peggy Lee, Sonny Burke Peggy Lee

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To be sure, during the 1940s the Disney studio still employed talented tunesmiths on its regular payroll. Even after Frank Churchill and Leigh Harline had left the fold, there were talents like Oliver “Ollie” Wallace and Charles Wolcott to reckon with. Wallace, a former theater organist and an eccentric personality in his own right, concentrated on incidental music scores for Disney films but could be counted on for an occasional vocal number. For a wartime Donald Duck short lampooning Hitler, Wallace improvised a novelty song, “Der Fuehrer’s Face,” which became such a smash hit in the popular music market that the film was retitled to match. Wolcott, for his part, also was responsible for incidental scoring but also doubled as a songwriter. As the musical director of the Disney Good Neighbor projects, Wolcott was the man responsible for weaving those Ary Barroso and Agustín Lara songs into the fabric of the Disney pictures, but he also contributed some original songs of his own, notably the title song in Saludos Amigos. (This song being a wholly owned prop-erty, the studio got considerable mileage out of it as a stock main-title theme for other films, in particular its nontheatrical educational films for the Latin American market.) As the musically oriented films of the postwar years continued, how-ever, more and more of their musical content was the work of seasoned songwriters who had been plying their trade for years outside the Disney studio in the pop music business at large. This trend could be seen as early as Make Mine Music. One segment in that feature, “Blue Bayou,” had an unusual backstory: it had started as a segment in a different film based on a different piece of music. In 1938, during the earliest planning stages for the film that would become Fantasia, one of the compositions considered for the program was Debussy’s “Clair de lune.” Before it was dropped from the lineup, a visual mood piece had been animated to accompany it: a tranquil, dreamlike swamp where reflected moonlight shimmers in the water and two herons soar lazily among the trees. This gem was too beautiful to waste. In 1944, as Disney’s new musi-cal feature was beginning to take shape, “Clair de lune” was tentatively revived and inserted in the package. Then, because the feature was lean-ing toward a more contemporary theme, another revision: Debussy’s music would be dropped from the film, but the animation would be retained, now accompanied by a new and more pop-oriented composi-tion.6 The result was “Blue Bayou,” with words by studio lyricist Ray Gilbert and music by freelance composer Bobby Worth. Worth’s previous credits included songs for low-budget program pictures and Abbott & Costello comedies, and he had adapted Tchaikovsky’s Piano Concerto No. 1 as a pop song, “Tonight We Love,” a hit for Frank Sinatra. His melody for “Blue Bayou” is lovely and languorous, a fitting complement to the visual poem on the screen. Concurrently with this song, Worth and Gilbert crafted another dreamy ballad, “Once upon a Wintertime.” Ultimately, the sequence based on “Once upon a Wintertime” was not

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completed in time for inclusion in Make Mine Music. Instead, it appeared two years later as part of Melody Time with a lilting vocal by Frances Langford. Worth continued his Disney connection by writing one of Dinah Shore’s songs for Bongo. “Lazy Countryside,” a song celebrating the quiet joys of nature, was tailored to the warm, sultry tone of Shore’s voice. This time Worth wrote both words and music. Upon the film’s release, “Lazy Countryside” was issued on records by Shore and other singers and became a modest hit—easily the most successful song in Fun and Fancy Free.7

Meanwhile, Bobby Worth was not the only “outside” songwriter rep-resented in Make Mine Music. Benny Goodman, as a prominent name in the music world, had some autonomy in selecting his material, and one of his segments was built around “After You’ve Gone,” originally writ-ten in 1918 by Henry Creamer and Turner Layton and established as a jazz standard well before 1946. Of particular note is the presence of Allie Wrubel in the film’s credits. Wrubel was an extraordinarily prolific songwriter of long standing in the movie business. In the mid-1930s he and Mort Dixon formed a songwrit-ing team at Warner Bros. and turned out a long string of songs for the studio’s musicals. If Al Dubin and Harry Warren were unquestionably the top Warners songwriting team of the midthirties, Dixon and Wrubel were not far behind, contributing such well-remembered tunes as “Flir-tation Walk,” “Mr. and Mrs. Is the Name,” “Fare Thee Well, Annabelle,” and “The Lady in Red.” When the Warners musical cycle ran dry, Wrubel had stayed busy turning out music for a variety of major studios. Among his many other credits, he and Charles Newman wrote the title song for the Andrews Sisters feature Private Buckaroo (1942).8 Now, as Make Mine Music began to take shape, Disney hired Wrubel to write a new number for the Andrews Sisters. For “Johnny Fedora and Alice Blue Bonnet,” Wrubel composed the music and collaborated with Disney’s Ray Gil-bert on the lyric. The result was so delightful that Wrubel was brought back to work with Gilbert on further assignments. Their encore was a notable one: two songs for Song of the South (1946), one of which was “Zip-A-Dee-Doo-Dah,” destined to become one of the enduring Disney standards. When the Andrews Sisters made a return appearance at the studio in Melody Time, Wrubel was reunited with them to write their new song, “Little Toot.” Another songwriter of note came to the Disney studio by an unex-pected route. We’ve seen that Bongo, in which Dinah Shore sang Bobby Worth’s “Lazy Countryside,” ultimately reached the screen as part of the 1947 feature Fun and Fancy Free. The other component story in that feature was Mickey and the Beanstalk, which had been in various stages of development and production since 1940. Along the way, studio tune-smiths had proposed a long list of song ideas for possible use in the

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film. But that notion took a sharp turn in the autumn of 1945, when ventriloquist Edgar Bergen was announced for a role in the film. Bergen and his dummies, Charlie McCarthy and Mortimer Snerd, were enor-mously popular at the time, and in the finished version of Fun and Fancy Free they appear on-screen narrating Mickey’s story. But Bergen brought more than Charlie and Mortimer to the Disney studio: he also brought along Ray Noble, the musical director of his radio program. Noble was an accomplished songwriter and had written, among others, two popular hits, “Goodnight, Sweetheart” and “The Very Thought of You.” Now he composed two songs for the Singing Harp that appeared in the story. One was a lullaby for the sequence in which the harp lulled the giant to sleep so that Mickey and his pals could escape. Disney’s Oliver Wallace had already composed a charming song, “Close Your Eyes,” for this spot.9 In the film, however, Wallace’s song was discarded, and the harp sang Noble’s equally beautiful song, “My Favorite Dream,” instead. Moreover, her voice was that of Anita Gordon, a featured singer on Bergen’s radio show. Neither Noble nor Gordon worked on any other Disney films, but their contribution to Fun and Fancy Free was a memorable one. Bobby Worth, Allie Wrubel, Ray Noble—these were only a few of the established songwriters contracted for isolated Disney assignments dur-ing the postwar years. Others included Eliot Daniel (“Casey” and the title song in Make Mine Music; “I’m a Happy-Go-Lucky Fellow,” “Say It with a Slap,” and the title song in Fun and Fancy Free; and “Lavender Blue” in So Dear to My Heart [1948]), Buddy Kaye (the lyrics for Daniel’s “Too Good to Be True” in Fun and Fancy Free), and Don Raye and Gene de Paul (“Ichabod,” “Katrina,” and “The Headless Horseman” in The Adventures of Ichabod and Mr. Toad). All these writers contributed materially to the Disney package features of the postwar 1940s. At the close of the decade, the studio released Cinderella (1950), a film that scored a massive success at the box office. Beginning with that release, the studio moved back into its prewar specialty of single-story narrative animated features, leav-ing the package films behind. As this new chapter began, the “outside” songwriters were still very much a part of the creative process. Cinderella had actually been in the works, off and on, for the better part of a decade. During that time the story had been adapted, reworked, and re-reworked, and its musical component had undergone extensive cor-responding revisions. In 1946 Charles Wolcott had composed a complete song score for the planned film, working with Larry Morey, a longtime Disney staffer who had written the lyrics for the songs in Snow White. Demo recordings of the team’s Cinderella songs have survived, and these reveal that their contributions—“I Lost My Heart at the Ball,” “Dancing on a Cloud,” and others—would have been more than adequate. One song, “The Dress My Mother Wore,” is sweet and rather touching and suggests a story angle that did not survive in the finished film. In 1948, for reasons unclear, the Morey-Wolcott songs were scrapped, and a new

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team was hired to write the songs for Cinderella: Mack David, Jerry Liv-ingston, and Al Hoffman. David, Livingston, and Hoffman were all seasoned songwriters by the time they came to Disney. They had long since earned their stripes in the music industry, working in various combinations with each other and with other songwriters. (Among their credits, Hoffman and Livingston shared the dubious distinction of having cowritten, with Milton Drake, the hit 1940s novelty song “Mairzy Doats.”) They were also collectively entrenched in Hollywood, having supplied numerous songs for both major studios and Poverty Row companies. Disney contracted with them in 1948, reportedly on the strength of another nonsense song, “Chi-Baba Chi-Baba,” which they had written for Perry Como, feeling that a simi-lar song might be appropriate for Cinderella’s fairy godmother.10 The team promptly set to work crafting a song score for Cinderella. Some of their songs, like those of Morey and Wolcott, were rejected—“I’m in the Middle of a Muddle,” for example, a lighthearted, whimsical tune about Cinderella’s heavy workload in the castle. But ultimately the team deliv-ered a sparkling collection of songs, including the main title theme, the lovely and often-overlooked “Sing, Sweet Nightingale,” and two songs that have become favorites among Disney fans: the plaintive ballad “A Dream Is a Wish Your Heart Makes” and—their response to Walt’s wish for a novelty incantation—“Bibbidi-Bobbidi-Boo.” During their sojourn at the Disney studio, David, Livingston, and Hoff-man also floated some song possibilities for a project that had been in the works even longer than Cinderella: Alice in Wonderland (1951). Demo recordings of these songs have also survived and reveal a range of cre-ative approaches to the story. In the end, only one of the trio’s songs, the silly novelty number “The Unbirthday Song,” was included in the film. Other composers, too, offered tentative song ideas for Alice in Wonder-land. Gene de Paul and Don Raye, engaged to supply the songs for The Legend of Sleepy Hollow, also ventured two songs for the “Jabberwocky” sequence: “Beware the Jabberwock” and “’Twas Brillig.” Frank Churchill had started work on the Alice project during its early days, and a demo of his “Mock Turtle Soup Song” was recorded as late as 1949. All these efforts were considered but rejected for Alice in Wonderland. Ultimately, the majority of the Alice song score was the work of a song-writer whose previous record in the film business rivaled Allie Wrubel’s: Sammy Fain. In the early 1930s, in fact, both men had contributed to the outpouring of musicals at the Warner Bros. studio. While Wrubel had worked with Mort Dixon, Fain and lyricist Irving Kahal had formed another team and produced their own share of tunes for the Warners features: “Spin a Little Web of Dreams,” “How Do I Know It’s Sunday,” and the classic “By a Waterfall,” among many others. Even this was only a fraction of Fain’s output: a torrent of songs that spanned several decades, inevitably including some forgettable efforts but also a fair

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share of standards, among them “When I Take My Sugar to Tea,” “I Can Dream, Can’t I,” and the World War II classic “I’ll Be Seeing You.” Arriv-ing at the Disney studio with this impressive résumé, Fain collaborated with Bob Hilliard to produce a full complement of songs for Alice in Wonderland, including “Golden Afternoon,” “A World of My Own,” the film’s title song, and a tune that developed a life of its own apart from the film: “Very Good Advice.” The Alice score completed, Fain’s momentum propelled him on into another assignment. Disney’s version of Peter Pan (1953) had been in the works, off and on, fully as long as Cinderella and Alice, and like the others it finally came to fruition in the early 1950s. Once again Fain supplied a rich song score, this time collaborating with another Sammy experienced in the ways of the music business: Sammy Cahn. The finished score included contributions from other songwriters but consisted mainly of Cahn-Fain collaborations, including “You Can Fly” and “Your Mother and Mine.” Perhaps most remarkable was a number that Fain and Bob Hilliard had originally written for Alice in Wonderland. Titled “Beyond the Laughing Sky,” it had been considered for Alice but ultimately rejected. Now with a new Sammy Cahn lyric, the same melody became “Second Star to the Right,” one of the most memorable songs in Peter Pan. And this was not the end of Fain’s tenure with Disney. The studio’s production of Sleeping Beauty (1959) was in the works in the early 1950s, and with a third collaborator, Jack Lawrence, Fain set to work on a song score for the new picture. One of their songs, “Once upon a Dream,” featured a novel idea: its melody was adapted from that of the famous waltz in the Tchaikovsky ballet The Sleeping Beauty. This inventive notion may have been Fain’s undoing; coincidentally or not, the studio decided in the end to discard the rest of his songs and adapt all the film’s music from Tchaikovsky.11 Disney’s Sleeping Beauty was finally finished and released in 1959, prominently featuring “Once upon a Dream” but with a score otherwise adapted by George Bruns from the ballet. By that time Fain had long since departed the Disney studio, still going strong and contributing songs to other studios’ films, including two Academy Award winners: “Secret Love” from Calamity Jane (1953) and “Love Is a Many-Splendored Thing” from the film of the same title (1955). The link between the Disney studio and the popular music business culminated in the mid-1950s with Peggy Lee, who both cocomposed and performed songs for Lady and the Tramp (1955). In a sense, Lee’s presence at the Disney studio brought this story full circle, for she had achieved her first real success as a band singer with Benny Goodman in the early 1940s—just when the studio was negotiating with Goodman for an appearance in a Disney picture. By 1944–45, when Goodman’s seg-ments were produced for Make Mine Music, Lee had moved on and was no longer part of his organization. But she did establish a direct Disney connection of her own as early as 1946 when the film was released, for

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she was one of the singers who performed for that special set of record-ings sent to radio stations to help promote the film.12

By the time she officially returned to the Disney studio in the early 1950s, Peggy Lee had scored additional hit records, had become a con-siderably bigger singing star, and was recognized as a successful lyricist. On the strength of that track record, she was contracted to help write the songs for Lady and the Tramp. Her collaborator was Sonny Burke, who had logged a track record of his own as a songwriter, arranger, and bandleader. He was already working at the Disney studio on songs for the musical short Toot, Whistle, Plunk, and Boom (1953) and was already acquainted with Lee in his capacity as an A&R man at Decca Records. Together they concocted a full program of songs for Lady to complement the incidental score by Oliver Wallace. Since a singer of Peggy Lee’s caliber was already part of the team, the next logical step was to feature her voice in some of those songs on the film’s soundtrack.13 Her showcase number is “He’s a Tramp,” sung in the dog pound sequence by a saucy Pekingese named Peg in the bluesy style that 1950s audiences would expect from Peggy Lee. But Lee’s vocal talents were versatile enough to encompass other styles, and she also voiced additional characters in the film. As Darling, the mistress of the household, she sings “La La Lu,” a tender lullaby, to her newborn baby. For the sequence in which two mischievous Siamese cats introduce them-selves in a vocal duet, Lee provided both their voices by overdubbing herself. An episode of the Disneyland television program that was broad-cast a few months before the film’s release made much of this strategy: Lee simulated the overdubbing process for the TV cameras, using two tape recorders side by side and carefully explaining the process to the audience.14 Other Lee-Burke songs in the score include “Bella Notte,” a florid romantic song performed by Tony, the restaurant owner (George Givot), and the Christmas song “Peace on Earth,” sung off-screen by tenor Donald Novis, who had previously been heard on the soundtrack of Disney’s Bambi (1942). Lee and Burke also provided a song for Tramp, “I’m Singin’ (’Cause I Want to Sing),” in which the film’s mongrel hero celebrates his free, unencumbered lifestyle—but this song was dropped, and in the finished film Tramp doesn’t want to sing. Throughout these years the American pop music business contin-ued to evolve as the Disney studio followed an evolutionary path of its own. By the time Lady and the Tramp was released in June 1955, the two paths were beginning to diverge. The rise of rock and roll in the late 1950s and early 1960s was the breaking point; Disney films made a few half-hearted attempts to accommodate the new sound, but it was an uneasy fit at best. By that time the studio was charting a new course anyway, hiring songwriters who may have had outside experience but bringing them into the team on a long-term basis. It was a return to the more self-contained model of song creation that had flourished before

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the war. Notable among the new contractees was the idiosyncratic, often overlooked Mel Leven, who contributed songs to Noah’s Ark (1959), One Hundred and One Dalmatians (1961), and other Disney productions. By far the best known of the new finds were Richard and Robert Sherman, who joined the Disney forces in 1961 and rapidly came to dominate the studio’s musical presence until well after Walt’s death. But the films and music of the preceding years—from the swinging sounds of Benny Goodman to the lively wartime and postwar songs of the Andrews Sisters and other singers to the distinctively crafted tunes of the 1950s features—had already been absorbed into the fabric of Disney culture. They have remained there to this day, an indelible time capsule of a unique and cherished moment in American entertainment history.

NOTES

1. Memo, Walt to Roy Disney, 20 April 1940, subject: Benny Goodman, Walt Disney Archives, Burbank, CA (hereafter cited as WDA). 2. For my account of the complete scope of Disney’s Latin American activities, see J. B. Kaufman, South of the Border with Disney: Walt Disney and the Good Neighbor Program, 1941–1948 (New York: Disney Editions, 2009). 3. Memo, Jim Bodrero to Walt, 7 September 1943, WDA. 4. Philip K. Scheuer, “Magicland Reopened for Disney,” Los Angeles Times, 25 November 1945, B1. 5. Jack Kinney, “Bongo” treatment, 3 November 1945, WDA. See J. B. Kaufman, The Making of Walt Disney’s “Fun and Fancy Free” (Orcutt, CA: Hyperion Historical Alliance Press, 2019), 22. 6. Memo, Jacques Roberts to “Those Listed,” 16 November 1944, subject: Currier & Ives, WDA. At this time the song had not yet been written, and Charles Wolcott was penciled in as composer. 7. See Kaufman, The Making, 25, 26, 113. See also James Parten, “Needle Drop Notes,” on CartoonResearch.com, 12 August 2018. 8. In the film, the song is actually performed by Dick Foran. 9. Wallace’s “Close Your Eyes” is still retained in the Disney music library; see Russell Schroeder, Disney’s Lost Chords: Hidden Treasures from the Walt Disney Music Library Archives (Robbinsville, NC: Voigt Publications, 2007), 50–51. 10. See James Bohn, Music in Disney’s Animated Features (Jackson: University of Missis-sippi Press, 2018), 124. 11. For a detailed account of how Tchaikovsky’s score was transformed for this film, see Raymond Knapp, “Medieval ‘Beauty’ and Romantic ‘Song’ in Animated Technirama: Pageantry, Tableau, and Action in Disney’s Sleeping Beauty,” in The Disney Musical on Stage and Screen, ed. George Rodosthenous (London: Bloomsbury, 2017), 36–41. 12. For the record (no pun intended), Peggy Lee performed “Two Silhouettes” and “Johnny Fedora and Alice Blue Bonnet” on those special recordings, and her sides were recorded on 11 December 1945. The other singer involved was Anita Boyer, who recorded “Without You” on the same date. Lee’s husband, guitarist Dave Barbour, likewise an alum-nus of the Goodman band, was one of the musicians on the session. 13. See Alex Bádue’s and Rebecca Schorsch’s discussion of Lee in this volume. 14. This was the “Cavalcade of Songs” episode, broadcast 16 February 1955 on the Disneyland series. Sonny Burke appeared and performed alongside Lee in this episode.

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