All language subtitles for Frank.And.Ollie.1995.1080p.WEBRip.x264-[YTS.AM]

♪ ♪

♪ ♪

We were on a TV show once,

and we were supposed
to make a big entrance
through some sliding doors.

And they had a huge stagehand
back there who was gonna open
the doors for us.

They got us in position.
Somebody said, "break a leg,"
you know, and walked away.

This big stagehand
turns to us and says,

"so you're the guys
who killed Bambi's mother."

And we shrank away.

It seemed like you seldom
heard Frank's name...

Without Ollie's along with it,
or Ollie's without Frank's name.

It was "Frank and Ollie."

♪ ♪

They really pioneered
this type of animation.

They brought personality
animation beyond, uh,

even where Walt
thought it could go.

Oh!
She couldn't be!

Oh!
She couldn't be!

I've never gone
any place on this earth...

That they didn't know
and could talk about,
specifically,

scenes that
Frank and Ollie did.

How's that for touching,
I mean, billions of people?

What are there,
4h billion on the planet?

I'd guess that half of 'em
know some scene that Frank
or Ollie did.

Hey.
Good morning.

Oh, hi.
Boy, you sure got
a lot of trash.

Yeah, a lot
of old manuscripts
they didn't like.

Huh. Must've had
a big party.

No.
Yeah.

Don't know what happened
this week.

♪ ♪

♪ ♪

♪ ♪

♪ ♪

♪ ♪

♪ ♪

♪ ♪

We first met at Stanford.

We were in the art department,
as I recall.

They didn't have much of
an art department there really.

The reason was that
Mrs. Stanford walked in
on a class back in 1900,

and there was a nude model,
and she said, "ah!

Never be another nude model
or a draped model
here at Stanford."

So, uh, we had to go
on up the peninsula.

Up to, uh, where?
San Mateo?
San Mateo.
Yeah.

- In order to get...
- Two nights a week.

Our life drawing class in.

Then we'd get credit
back down at Stanford for it.

And on the way back,
why, I'd talk Frank
into playing the piano...

At this little speakeasy
up on the hill
above the highway.

So we'd go in there, and
they'd give us free drinks
for him playing the piano.

Yeah, but we also had to leave
one of the paintings
we'd made that day...

In the landscape
painting class.

Our Van goghs
or our cezannes.

We felt like
we were right in...
Whatever we happened to be.

With those top painters
of the day, you know?

So we'd go out and make
a painting, come back in
and trade it for dinner.

We were artists.

After college,
we came down to Los Angeles...

To go to art school,
and we moved into
a boardinghouse.

Yeah, where this
retired undertaker lived.

His wife was so mad
that she now had to run
this boardinghouse...

That she wouldn't
even speak to him.

And their son practiced
having funerals...

Out in the backyard
under your window.

Yeah. He called 'em
"grass funerals."

I'd always liked cartoons,

but I never found any that
I really laughed too hard at.

Then one night I went
to see this thing...

Where the dog got caught
in the flypaper.

And it was
just hilarious to me.

I rolled on the floor,
and so did everybody
who was with me.

At the time
I didn't really understand
why I thought it was so funny.

I just knew that there
was something different
about this picture...

And something different about
this dog that I'd never seen
happen on the screen before.

And I couldn't believe
that anybody...

Could make a dog
look like he was thinking.

The way he'd try to figure out,
and his eyebrows would go down
and up.

It was just unbelievable.

I'd never thought of going
into the animation business...

Because animation
was not considered a profession.

You know,
it was something that...

Newspaper cartoonists
did somehow.

Nobody was very interested
in it, and there weren't
any studios to go to.

♪ You're nothin'
but a nothin' ♪

♪ a nothin'
a nothin' ♪

♪ you're nothin'
but a nothin' ♪

♪ a nothin'
a nothin' ♪

Then in the spring
of 1934,

I saw this new movie
from the Disney studios
called the flying mouse,

and it was
a whole new dimension to me...

Because it had the feelings,
the emotions of the characters,

and, uh, more pathos
in the story,

and, uh, it really grabbed ya.

♪ You're nothin'
but a nothin' ♪

♪ a nothin'
a nothin' ♪ ♪

Well, I thought,
"gee, this flying mouse,

"if they're going to go
that direction,

there might be something there
that would interest me."

The idea of bringing
a character to life
really began to fascinate me.

So I took the tryout
at Disney's and got hired.

17 dollars a week.

But this was
the depression, '34.

Uh, weren't many jobs around.

As a matter of fact,
the only jobs that I heard of...

Were with Disney's
or with the w.P.A.

I've always used
an electric razor.

For some reason I seem to get
my best ideas while I'm shaving.

I don't know.
Maybe it's because electrical
current's so close to my brain.

Nah.

I remember one morning
I was lying in bed
in our boardinghouse.

Frank was shaving,
and I was waiting 'til
he finished with the razor.

We both used
the same one.

And he turns around
and he says,

"oh, by the way, they want you
to take a tryout at Disney's."

And I thought, "gee whiz!

"Here I'm going to art school,
and my dad just paid
my tuition.

"Oh, well, I'll try it.

"I'll go out there and see
if I can't make some money...

And pay my own way
and go back to art school."

So I went out
and took the tryout.

Somehow I made it.

After I'd been there,
oh, say another two weeks
after that,

I found out
this is the only place
I would ever want to be.

There were four animators
that stood out above
all the rest of them...

At the time we came.

There was norm Ferguson,
who we called fergy.

There was ham luske,
and there was Freddy Moore
and bill tytla.

Fergy had a way
of drawing things...

So that you saw the outside of
what the character was doing...
Staging the action.

Ham drew a way that
revealed what the character
was thinking about,

what he was feeling.

Hello, judgie.
I'm Jenny wren.

I wanna see justice done.

Then there was bill tytla,
who had this tremendous
inner feeling.

He was able to get inside
of everything he did.

You could just feel this as you
opened the door to his room.

You'd feel, "whoops,
I don't belong in here.

There's something going on
that's very powerful."

But Freddy, uh,
he was real happy.

We was balanced up
on his chair here,

and he had to be
well-balanced, like a diver,
before he could draw.

Then he'd pull down
the pieces of paper and...

♪ ♪ Pull down another,
and very fast.

And he had this tremendous
appeal in his drawings.

He couldn't make a drawing
that didn't have everything
in the right place.

It might not be doing
the right thing,

but all his drawings
always had the arm...

So one arm related
to another, so the head
related to the shoulder.

Everything was in
the right place.

Well, huh, so long.

I'll be seein' ya...
I hope.

My first impression of Walt
was that he wasn't a big shot.

He was just walking
around the hall like
any of the fellows.

And, uh, I didn't know
what I had expected,

but, uh, I looked on him
more as a teacher...

Because, remember,
I wanted to work on characters
that had personality...

Who you could bring to life
in situations that called for
emotions and feelings,

and he was the man who was
looking for the same thing.

So that made
a real nice relationship.

And the guy was into
every phase of the thing.

He would criticize
the drawings.

He would criticize
the acting.

He'd criticize the sizes of
the drawings, the perspective.

And he had
this wonderful knack of knowing
what was universal in appeal,

what was universal
in the understanding...

And what people
would laugh at.

And he'd get you
rolling on the floor
you'd be laughing so hard.

I soon realized, "here's the guy
that makes this studio go."

And, of course,
I'd heard about him for years,

but never realized that
he was that important.

Ralph Wright had never been
in a meeting with Walt before,

and he was apprehensive
about it.

He had these drawings
of pluto waking up
in the morning,

and he was concerned
whether Walt would
like it or not.

And he was trying
to tell the story,
and he looked at Walt...

And Walt wasn't paying
any attention to him.

Walt was doing
all this stuff
like Frank's doing.

And, "god,"
Ralph thought.

"My god, I'm working
for a spastic.

What the hell is he doing?
He's not paying
any attention to my stuff."

And here he was
acting out what he saw
in Ralph's drawings.

He said,
"couldn't we have...

"You know how it is when you
wake up in the morning, you got
this bad taste in your mouth?

Couldn't we
have pluto do a little more
of that type of thing?"

Ralph thought he was like
one of these British kings
they never talked about.

I'm a kind of a sentimental guy,
I guess.

The way I've saved this pencil
that Fred Moore...

Drew mickeys and
snow white dwarves with...

And lampwick and Pinocchio.

Um, I keep it taped up
to my window...

To remind me of how great
the guy was...

And how much he meant to me.

More beautiful stuff
came out of this pencil.

It just flowed out like...
Like liquid.

Beautiful drawings
of the dwarves...

Where he'd draw
the cheeks on them,

where it was a slightly
wider line at the bottom
of the cheek or on the nose.

Anyway, there was a lot
of talent in this pencil,

and I just discovered
there's still a little bit
of lead left in it.

I may save that
for something special.

Well, I'm Mickey mouse.

Ya know?
Mickey mouse?

I hope you've heard of me.
I hope.

Well, I'm, uh, Mickey mouse.

Ya know? Mickey mouse?

I hope you've heard of me.
I hope.

When I started
at the studio, uh,

I'd hear people talking about
the importance of pathos...

In, uh, comedy,
and talk about chaplin.

He always had
this pathos in there.

And, uh, I'd say, "pathos?
What do they mean by that?"

Pathos is something
that makes you feel down...

Or it makes you cry
maybe even, you feel
so strongly about it.

I could never see that
that was part of comedy.

To me, comedy was,
"har har har har har."
Wham! Bang!

You know,
all this slapstick stuff.

But gradually, uh, I don't know
who affected me,

whether it was Ollie
or whether it was Walt...

Or the other fellows,
the other animators
at the studio,

but gradually
this grew on me.

What greater gag could you
ever have than that one
in city lights...

Where he's sitting there
close to the blind girl,

and she's washing out the can
that she's had the flowers in...

And she throws it out and
hits him right in the face!

And took him a long time
to come up with this,

but if you were not feeling
sorry for him...

And sorry for her
for being blind,

the pathos in that whole meeting
there was so strong...

That this gag just hits ya.

And it's still one of the
classic, greatest things that's
ever been done on the screen.

Well, whatever you do,
don't stop this.

Mm. That feels wonderful.

Thank you.
Mm-hmm.

♪ ♪

♪ ♪

Well, just yesterday morning...

He was getting dressed
to come down here,

trying to put this belt on,
not with the loop through
but the little pin...

And he couldn't do it,
and his face got redder...

And he just got furious
and threw the thing off.

And I said, "honey, you're
gonna have a heart attack."

Well, then he laughed
at himself.

But he gets...
Oh, it was just terrible.

And then he laughed,
gave me a kiss and
everything was all right.

But...
He can get...

Not often, but...

Snow white
was a bigger departure
than most people realize.

When Walt started it,
he thought that, uh, you
just make the picture longer.

Make like a bunch of shorts
constructed together,
six or seven of them.

It didn't work that way.
He'd never made
a feature picture before.

He had no idea
what the problems would be...

In putting the thing together,
make it work as a story.

He wrote a letter to a fellow
during that time and said,

"I got story problems
draped around my neck
like a bunch of spaghetti."

The seven little dwarfs.

But let Walt Disney
tell you about them himself.

The dwarfs' names
fit their personalities.

This pompous-looking individual
is doc, the self-appointed
leader of the group.

And this little fellow
is bashful.

He's secretly in love
with snow white.

It was called
"Disney's folly"
around town.

Nobody thought
that it would go over.

And actually, they did
run out of money.

And, uh, Roy says, "Walt,
you gotta show this picture
to the bank of America...

So they'll bring us in
some more money."

And, uh, Walt said,
"no, I can't show it.
It's not in shape."

Roy said,
"you got to."

So this fellow came in
and looked at the picture.
Didn't say a word about it.

And as he left
to go back to his car,

Walt and Roy came running along
behind him, you know,
like a couple of kids, and said:

"Well, what'd you think?"

And the guy said...
"Ah," he says, "you can
have all you want."

"Finish it up."
"It was great.
Finish it up."

I think the first Disney film
that I remember was snow white.

And, uh, I was impressed
by the action sequences,

but I was also...
I also remember
the poignant sequences.

Uh, the sadness of it.

Uh, the dwarfs around
snow white's bier,

and, uh,
that they were crying.

Um, as a child, uh,
you know, it was, uh...

It had a great impact
because here were characters...

That had made me laugh and
feel good throughout the film,
and now they were...

Experiencing
and expressing sorrow.

Of course, I didn't
realize it at the time...

That this was
an important breakthrough
in personality animation.

And for the first time
in the history of film,

moving drawings
had become moving drawings.

♪ ♪

♪ ♪

♪ ♪

What are you wearing
on the plane?

I don't have room to take
what I wanna wear on the plane.

I'll have to wear
something else.

My suitcase
is already full.

Then there's
nothing to do, huh?

How many shoes
shall I take?

Three.
That's what I got.
You're right.

Here's one.
Word with "miss" or "beer."

Is this "myth"
or "myths"?

M-i-s-s.
Oh, yeah, "miss."

And the answer
is "near."

"Near miss"
and "near beer."

It's like you're near.

And I knew...
I'm a near miss.

I nearly got it.

Puzzles. Gosh.
Okay. Better luck...

Next time.
Yeah.

♪ ♪

♪ ♪

I think Frank, uh,
is one of the least...

Uh, mercurial artists
that I've ever known.

He's a... he's a very
even-tempered man.

It isn't that he doesn't
feel things deeply,

but he has the, uh,
sunny disposition...

That somehow doesn't have
the flip side of being high.

He's not equally low,
which happens to most of us.

And as a result, uh,

I've lived with someone
with this relentless curiosity,

which makes living
lots of fun.

And, uh... and he's always
pleasant to be around,

which is more than
I can say for myself.

Never mind all that!
Get to the part
where I lose my temper!

...teasing, tormenting
and otherwise annoying
our beloved...

Never mind all that!
Get to the part
where I lose my temper!

Uh, Frank and Ollie
are two of the greatest
character animators ever...

Because they're
two of the greatest
screen actors ever.

I mean, they have such a...

They're like a repertory company
within themselves.

Uh, they've played
heroes and heroines,

villains and buffoons.

Uh, they've even played
inanimate objects.

I don't think Laurence Olivier
ever played a doorknob.

The worst thing about
starting a new scene...

Is that you have to start
with a blank piece of paper,

and there's nothing anybody else
can do to help you.

You have to
start it yourself.

You can't go and say,
"hey, make a drawing for me
and then I'll work over that."

No. It's the reverse. You have
to make that drawing first.

It's not like live action,
for instance,

where you have,
oh, Robert redford and
Meryl Streep or something.

You've got something
that's a known quantity.

We start with nothing.

That's a pretty girl. Oh.

Such pretty, soft hairs.
Pretty head.

You're the prettiest dog
on Flintridge Avenue.
Did you know that?

Yeah.
Yeah.

See, you got
this line here, Teddy.

It's very unusual for a dog.
It's a smile line,
like people have.

You know this line
that comes down here?

Makes you look like you're
thinking and gives you
good expressions.

Most dogs don't have that.
That makes you
a very special type dog.

Makes you look like
you're intelligent.

And I don't think that's really
too truthful a view of things.

Ollie and I have
a different approach...

To actual drawing...
Animating.

He is very intuitive
and has to feel from the inside.

He had a sign up on his desk
that said:

"What is the character
thinking and why does
he feel that way?"

Which is very perceptive.

You know, if you can
answer those two questions,

you're way down the road towards
getting a scene out of it.

Frank is very analytical.

He figures everything out,
makes notes about everything.

I finally learned
to do that a little myself.

Everything. Figures it
all out completely.

He went to more trouble
in planning a scene...

Than anybody
in the studio ever did.

When I looked at
Ollie's drawings,

Ollie had this way
of almost kissing the paper
with his pencil.

It was just,
just softly brushing it...

And finding
the simplest forms.

His thinking
seemed to always be...

In zeroing in on what
is the simplest way...

Of making a statement
in this drawing.

He didn't subject scenes
to the same, uh,
rigorous analysis...

That Frank
subjected it to.

He always had
a much more gut, animal way
of dealing with things.

He could take a scene...

And he would be able
to feel it strongly
from the very beginning,

and I suspect
his first reactions to it
were always accurate.

Frank's way of drawing,

to me,
always seemed to have...

There was a thousand lines
trying to find the perfect way
of saying what he wanted to say.

And he was searching.
You could see it
in his drawing.

It was almost like
it was an invisible thing
he was sculpting...

With the edge of the tiny
little tip of his pencil.

A very thin line,
nervously searching...

And finding out that form
and that expression.

Once you see the film
of your drawings,

then you're hooked
on animation.

Nothing can take that...
Can give you the same feeling.

Sculpture, painting, uh,
drawing, etchings... anything.

None of it can give you
that same feeling of life...

That you get out of seeing
this doggone little character...

Working around
on the moviola...

Or on the projection...
Projected up on the screen.

And, uh, you feel like...

A parent who has just sent
his kid away to school.

You don't really own this guy
up on the screen anymore.

You did for awhile. You were
very close to him for awhile.

But now, all of a sudden,
here he is apparently making
decisions on his own,

doing quite well
without you, thank you.

I'll tell my father!

Jiminy! Oh, jiminy!

Oh, jiminy,
where are you?

Jiminy cricket!

We knew we were doing
a different kind of animation...

Than had ever been done before.

Some of the old-timers
that were working at the studio
would even tell us,

"you know, when I was doing it,
it wasn't like this.

We didn't have
these stories like this."

We knew after snow white
that we had something...

That was entirely different
than anybody had ever attempted.

I was going to school.
Then I met somebody.

I was going to school.
Then I met somebody.

Pinocchio, why didn't you
go to school?

- School? Well, I, um...
- Go ahead. Tell her.

I was going to school
'til I met somebody.

Met somebody?
Yeah.
Two big monsters.

With big green eyes.

This was one
of the first cases,
uh, one on Pinocchio,

where, uh, we were
actually animating...
Right through a sequence.

'Cause we both had
long noses to draw on him.

We had to check
with each other.

You got the shorter noses.
You got him playing it
like a fife or something.

I had to make sure
I hadn't drawn it too long
for the next scene.

I had this nose
that's way out here,

and every place
he turned...

The nose was going way beyond
anything you could draw.

And where was sir jiminy?

Oh. Jiminy? Uh...
Hey! Psst!
Leave me out of this!

They put him
in a little sack.

No!
Yes!

How did you
escape?
I didn't.

They chopped me
into firewood!

There was a feeling that as you
started to work on a scene,

that you'd sort of
encase your...

You had a contact with the magic
that was behind the drawing.

Not the drawing itself as much,
but this whole feeling of...

This is a room,
this is a forest glade,

this is a rock,
this is a castle...

Whatever it is
that you're drawing.

Here's your character in it,
and you had to be able to see
your character...

Working in three dimensions
going in there...

And living in there, and you
wanted to live in there.

If the phone rang, you...
It was like a real dream.

It's hard to come out
of this concept to pick up
the phone and think,

"where am I?
What's going on here today?
Hello? Who's this?"

Ahem. Come to...
Ahem. Come to think of it,

if I was a pirate,
i-i-i wouldn't hide
anything back there.

Ahem.
C-come to think of it,

if I was a pirate,
I wou... I wouldn't hide
anything back there.

Another hiss out of you...

Uh, uh, uh, uh, hiss... and you
are walki to Nottingham.

One more...
One more hiss out of you...

Uh, uh, uh, uh, hiss...

And you are walking
to Nottingham.

You know, my best ideas
come to me while I'm walking.

Sometimes I don't think
I can do it. I'm too tired.

But once I get down here
and start walking,

why, the juices start flowing
and then I really feel much
better and I'm glad I did it.

And I always did like
to do athletics,

and I used to get all kinds
of caricatures.

Everything I did,
somebody drew a caricature of.

♪ ♪

You couldn't say anything
to anybody...

Without getting
a caricature made of it.

If you were trying to be
serious about something
and express your philosophy,

gee, they'd draw you
like Lincoln
or somebody like that.

You just never knew
what was gonna come out.

You made one comment, and you'd
get 50 drawings coming under
your door or onto your desk.

They'd slide in
under the door.

I was losing my hair
at one point,
really?

And Frank made a drawing of me
with all the different ways
my hair would come back.

I was having
hair treatments
over in Hollywood.

There were a bunch
of nice-looking girls
giving these treatments.

Every time you'd come in,
they'd say, "oh! Your hair's
really coming back great."

Look at this fuzz.
Beat you do death, scrubbing
your head or something.

Walt wasn't bothered
by all these jokes...

And things like that...
With the caricatures
that went on...

Because he knew that
it was sharpening our skills
of communication.

None of these gags
would have paid off if you
didn't communicate properly...

So that the guys knew what you
were doing, who the joke was on
and what the joke was.

Strange coincidence
that I didn't find out...

Until, actually, a dozen
years ago or so, I guess,

was that Frank's mother...

Was born in
tuscola, Illinois,

the same town
that my mother was born in.

Little dinky place not far
from champaign-urbana.

And, uh, that was
an unbelievable coincidence
among all the others.

That we both had educators
for fathers.

It was really... weird.

We both liked
the same kind of books.

We grew up on the Robin hood,
ivanhoe, Scottish chiefs.

All those great, romantic
historical novels.

I was Robin hood,

and I formed a band
around me of guys.

Some of them didn't want
to be in it,

but they didn't know anything
else to do for the summer.

And we lived out on the edge
of town in Fresno,

and there weren't
any other kids to play with,

so I never had the advantage
of being Robin hood...

And having a whole gang
of kids around me.

Say, "you be will Scarlett and
you be little John" and so on.

So I had to do all that
in my imagination.

Uh, he rode a motorcycle
for awhile. I never did.
I rode a bicycle.

I had a dog. I don't remember
whether he had a dog or not.

Hi, honey.
Hi.

I'm on my way down to Frank's.
Okay.

Will you be home
for lunch?
Of course.

Hi there, Teddy.
You didn't disappoint me.

Hi. Hi.
Whatcha got?

We had some special problems
with Bambi.

We'd had problems
all the way through...

Trying to figure out a way to
make deer interesting enough...

That they could sustain
a whole feature.

After Bambi's birth
at the start of the thing,

Bambi's mother took him around
to introduce him to all
the people in the neighborhood.

Dull, dull, dull.

No matter what you did,
you couldn't put any life
into the thing.

Well, one day when we were
trying to get voices
for all the little bunnies,

"did
the young prince fall down?"

And the animators said,
"there's our voice!"

And the casting director said,
"get that kid outta here.
He can't act."

But we brought him back,
and he could act...

And had
this wonderful voice.

So he was the one
who took Bambi around,

and all of a sudden, it was
a whole different picture.

It was a picture
about kids in the neighborhood.

Good morning, young prince.

Hello.
Whatcha eatin'?

Clover.
Clover.
It's awfully good.

It's delicious!

Why don't ya
try some?

No, no!
Not that green stuff.

Just eat the blossoms.
That's the good stuff.

Seems like thumper
was always popping off,

trying to tell his ideas.

And in that particular case
of the section I did...

Where thumper says,
"eating Greens
is a special treat,"

he had said to begin with,
to Bambi,

"don't eat that green stuff.
Just eat the blossoms."

- And his mother says...
- "Thumper, what did your father
tell you this morning?"

We never saw the father, but you
knew that he'd say, "now, son,
I want you to remember..."

So when Ollie got
the scene of "eating Greens
is a special treat.

It makes long,
big feet, big ears"...

Uh, he realized
that thumper had probably been
hearing this said at home...

Over and over and over
and was pretty bored with it.

And so I had him just looking
at the ground after that.

And he says, "about what?"
Without even looking up.

And she says, "you know,
about eating the Greens."

"Oh, that one."

Clears his throat,
turns around...

And starts in reciting
his "eating Greens
is a special treat."

Thumper?

Yes, mama.

What did your father
tell you?

'Bout what?

About eating the blossoms
and leaving the Greens.

Oh, that one.

Ahem! Eating Greens
is a special treat.

It makes long ears
and great big feet.

But it sure is
awful stuff to eat.

I made that last part up myself.

Hiya, Bambi!

Watch what I can do!

Whee!

Come on!
It's all right. Look.

The water is stiff.

Yippee!

Some fun, huh, Bambi?

I think you'd have to say that
the biggest laugh in Bambi...

Is Frank's section,
Bambi and thumper on the ice.

And at one time, the director
and the story people...

Were talking about cutting
that down to something
much less than that.

Word came down to me,
and I'd been preparing
to animate that, and I said,

"oh, golly,
they can't do that!"

So I said, "can I have
three days to try to show you
what will happen in there?"

So I made pose tests
and things where you just
made a few drawings...

And held them for a longer time,
but still gave the feeling...

Of what would be
in that sequence.

Because of my own difficulties
with ice-skating, I was very
sympathetic to Bambi.

And, uh, of course, thumper was
the little smart-alecky kids...

That came skating around me,
you know, backwards and forwards
and then swirling all around.

Kinda wobbly, aren't ya?

Ahem!

Ya gotta
watch both ends
at the same time.

Guess you better
unwind it.

Wow!

We think that Bambi was
Walt's favorite picture.

All our features
were different,

but this one was
the most different.

The death
of the mother.

It's the one picture where
somebody is really killed,

and there's no fairy dust
or lover's kiss to bring her
back to life.

She's dead, and, uh,

I think that's the big thing
that made this so different.

Well, the fact
that you had animals trying
to carry a whole picture.

We'd never done that,
and Walt wasn't sure
that we could do it,

and a lot of us weren't sure
that we could make the picture.

Seven years of work,
up and down, up and down,
finally ended with the war.

We just barely
got the thing finished
after cutting it all up,

but it still had
that different spark to it.

We'll try to catch her
before she goes out to lunch.

Okay. I'll go get
the other phone.

You call me when it...
Let me know when it rings.

All right.

It's ringing.

The idea
of Frank and Ollie...

I mean, it's a term that is
thrown around so often...

That I think that there
are those who are there
who don't know...

Frank and Ollie
is not one person.

I mean, they are two
separate individuals.

'Cause it just flows.
One... Frank and Ollie.

Hello?
Hello.

Frank and Ollie calling
from Los Angeles.

As far as Frank and Ollie goes,

the more I found out about
their past history together,

it becomes more
and more extraordinary.

And I guess it's kind of
an enigma to me...

Because I'm not
that close to somebody...
I mean to a male friend...

And it's an enigma to me.

I can't figure out
what it is that fuels it.

What is it that gives it life?

Uh, that's the mystery
of love, I suppose.

I mean, there's never any...
Never any explanation for it.

Oh, that's villain stuff.
I don't want that.

This is too.
Donald stuff. Yeah!
This is... no, that's not...

Gotta be in here.

Doggone it.

That's not what I want.

What'd I do with it?

Marie?
What?

I can't find
that damn drawing.
That's par for the course.

- You want me to help you?
- Yes.

All right.
Just a minute.

Sieg heil!
Sieg heil!

Because of the war,
Pinocchio had not made money.

Didn't even pay for itself.

Fantasia did not make money,
and bamb the king of them all,

failed to make money.

And it was a very sad time,
to me, for Walt,

as well as the rest of us,

because Walt was cut off
at the height of his powers.

He was at his most creative.

There's just no telling
where he would have gone...

With that wonderful
imagination that he had...

What he couldn't do.

Everything he'd done
had been a step forward...

And more creative
and more imaginative.

And here, all of a sudden,
that's brought to an end.

Walt had been very disappointed
that fantasia did not go over...

Because he felt that was
a new frontier for animation.

It opened up whole new areas
that we could play with.

But the audience
didn't go for that.

He lost money,
lost money.

Finally he realized,
"well, the audience wants
another snow white.

They want a girl
in trouble, beset by evil
and somebody saves her."

So he made cinderella.

Cinderella made
an extra million dollars.

Alice in wonderland
lost a million dollars.

So the studio really wasn't
in the black until after we
got the parks going...

And TV came in and all these
other interests of Walt's...

Started to bring in money from
several different enterprises
and not just the pictures.

Well, in the meantime,
he'd been going this way,

and we started going
this way, trying to keep
the pictures going...

With less and less help
from Walt.

We decided the best thing
for us to do was to work on
the personalities,

the acting, the entertainment
as best we could...

And try to cover what Walt
had given us before.

He was still around, but he
wasn't exercising the control
over the films...

That he had originally.

Eventually, uh, Disney
had a favorite phalanx
of animators...

That he called
"the nine old men,"

and, uh, each of them
had certain strengths...

And complemented the other.

Uh, some of them were
wonderful draftsmen.

Some were good
with zany sequences
and characters.

Others were
female character specialists.

Frank and Ollie, of course,
were the best with Sincere,
emotional animation.

And what Walt saw
was that Frank and Ollie...

Were able to suspend disbelief
picture after picture...

And go into whatever
the character was...

And say, "no, no, no.
You don't understand.
It's a child.

It's a father, a mother,
a son, a daughter."

Uh, they kept telling me,

"your work
has to be Sincere."

And... how do you draw
Sincere?

I mean, do you press harder
on the pencil?

Ehhh! You know, to really
get to the heart of it?

It's only in retrospect
that I realize the things
they were telling us were...

Truly true secrets
of magic, as it were.

♪ ♪

This is Frank Thomas,
one of our key animators.

He's making the drawings
that will animate part of
the dialogue scene...

We have just heard
recorded.

He's not just making faces
in the mirror for fun.

He's mouthing the words
as he hears them.

Then he sketches
the position of his mouth...

So that the character
he's drawing will appear
to be saying the words.

Well, let's see what
we've got here now.

By flipping these drawings
at the same time as we play the
record on the playback machine,

we get a pretty fair idea
of what we're going to see
on the screen.

I'll show ya.

Uh, what's a baby?

Uh, what's a baby?

When I was four years old,
I saw lady and the tramp,

and...
My recollection of it...

Is just kind of
a hodgepodge of images,

but one image or sequence
that really vividly
stands out in my mind...

Is the spaghetti sequence.

In the hands
of a lesser animator,

it would have been
a horrible scene,

but what Frank did was
nothing short of miraculous.

I love the little personality
touches that he gets into it.

Um, uh, tramp,
being a dog of the streets,

is not used to eating
such a wonderful meal,

and so he eats twice as much
as lady does in the sequence.

And lady, who is a pampered
upper-middle-class dog...

And gets her, at least,
two square meals a day
plus snacks,

is more interested in
the improvisational serenade
that's being performed for them.

Um, inadvertently, they chew on
a single strand of spaghetti,

and then their muzzles meet
and they kiss.

It's a wonderful moment...

Because, uh, Frank has lady
reacting just as she should,

demurely pulling away.

And then tramp...
There's a wonderful drawing
at the end of the sequence...

In which he nuzzles over
a meatball to her,
the last one.

It's his gift to her.

And I could see that
he's falling in love
with this dog.

He's, uh...
It seems he's reflecting on
what the chef told him earlier.

He says, "this is the one
you should settle down with."

You can see it
in the drawings.

You can see he's realizing
she's wonderful.

♪ ♪ ...with your loved one

♪ you'll find
enchantment here ♪

♪ the night will weave
its magic spell ♪ ♪

- ♪ when the one you love...
- - Do you consider yourself a romantic?

Yes. Don't you?

Aren't we all?

You think Ollie's
a romantic too?

Oh, very much so.

Yeah. Yeah, I'd...

You'd have trouble defining
what a romantic is,

but I think it has to do
a lot, to me, with living
with your dreams,

and, uh, dreaming
quite a bit about, uh,

oh, connections between things...

The trees, the sky,
the grasses, the birds,
the animals...

And you being part
of the whole thing.

Uh, a realist would have trouble
with some of those concepts,

but if you're going to go
into an imaginary field
like animation,

uh, you'd better come equipped
with that kind of nonsense.

♪ ♪

Right here.

Now let's see.

Put it down here.

And this one...

It was a whole approach
toward life, and Walt
used to say,

"our work is
a caricature of life."

But the life that they
were caricaturing, they felt
in very much the same way.

You can see it when he was
telling me about them, and I had
never met them at this time.

He described Ollie as
"the guy who had the train."

And, of course, it was
Ollie's passion for trains...

That got Walt excited
about trains.

Millions of people
enjoy various hobbies,

and among the largest
of these groups are the
model railroad enthusiasts.

In the United States alone,

there are about six million
people who build and operate
these scale model railroads.

And here at the studio,
there are several of us
who haven't escaped the bug.

One of our key animators,
Ollie johnston,

is one of these
backyard hobbyists.

After sitting at
the drawing board all day,

Ollie finds great relaxation
on weekends gathering
the fellow hobbyists...

In the backyard
of his Flintridge home.

Ollie estimates that it took
over 4,000 hours to build
his model steam engine,

patterned after
the Baltimore and Ohio.

All aboard!

Well, I tell you,
the one thing that saved
my life... and saved his...

Was his interest in trains...

Because you don't leave
a job like that at 5:00 and
close the door and that's it.

You bring all these
thoughts home with you.
You can't turn it off.

♪ ♪

I always loved to hear
Frank play the piano myself,

but I had no idea it would have
such an impact on my wife.

You know, the first time
she ever heard him play,

she was up in about two seconds
doing the Charleston, you know.

She can't resist it.

♪ ♪

That's all, folks.

And the same thing
with Frank and the music.

He told me about Frank as
"the man who plays the piano
in the firehouse five 2."

By day, they're artists, but
at night, they become the most
famous new band in the country.

Firehouse five 2.

I've danced to their music
at night, and now I'm curious:

Can the magic mirror show them
at their daytime job?

Sure. But, Edgar, I'd like
to say this about the boys:

They never let their music
interfere with their work.

You watch.

Mirror, mirror, on the wall,
show the hardest workers
here of all.

Yes, master.

♪ ♪

Monty. Hey, monty.
See if Walt's around.

All clear.

♪ ♪

♪ ♪

♪ ♪

♪ ♪

♪ ♪

♪ ♪

♪ ♪

♪ ♪

He's a ham. That's why
he's a good animator.

That's why his playing
with the firehouse five
was so important,

because it was
an ego booster.

It gave him the release
that he needed...

To put up with the frustration
that he had to keep bottled up
during the week.

Oh, I don't think
there was a day went by...

That I didn't figure I was
in the wrong profession...

And that I should
get out of animation.

I'd get so mad at
something that was going on.

Part of the time,
it was my own inability
to draw what I wanted,

which all of us had.

I guess every artist
has that kind of problem.

Yes, and in my book,
that's bad!

Well, who's that?

Thanks for barking.
You're so fierce.
They been waitin' for you.

You're so fierce.
They couldn't wait
'til you got here.

One of the most important parts
of animation is observing...

Seeing things around you,
see what people do and learn the
little traits that they have,

the way they look,
the timing on them.

You have to observe
all of those things.

Yeah, my son...
I kept watching him
when he was a kid,

sucking his thumb and
holding onto his ear
while he did it,

and I used that
on prince John.

Dear mother.

♪ ♪ Mother always did
like Richard best.

Which ear did he hold?
I can't remember.

He... my son would go
from ear to ear this way.

Prince John's arms
weren't long enough
to reach around to do that.

You did it on...
One of my boys had a way when he
was sleeping and he was nervous,

he'd rub his feet together
this way as if there was
some tension in there.

I used that on prince John
while Robin hood was
stealing the gold.

They were rooming there
in the same rooming house...

And then eventually
had an apartment together,

and then, when
Ollie and Marie married,

Frank moved across the hall
to a bachelor's apartment.

And I guess it was about
three years later...

That he finally talked
Jeanette, his wife,
into getting married.

So next thing I knew,
Marie was house-hunting with me,

and we found a duplex,
which we bought.

Before that, even,
Ollie and Marie and Frank...

Had bought the property
in Flintridge.

And so we were both
planning houses
at the same time.

I think we, uh,
moved in a little before
Frank and Jeannette did.

Our house was finished
a little sooner.

I was pregnant.

That August, we both had babies
within a week of each other...

Our first sons.

We had Rick
on the 1st of August,

and six days later,
they had their son, gregg.

Ollie and Frank continued
to drive to work
and back to work...

And drive to work
and back to work.

This went on...
And on.

Yeah, this one here,
I feel...

I don't know how you feel,
bub, but I feel
it ought to be used...

Even though
we've already got
a color one of it.

Oh, this is of chernabog
from fantasia.

Don't decide
anything yet.

I feel like this one...

Not just because
it's a bigger transparency...

But I feel like it shows the guy
up on the mountain better.

Yeah.
There's another one here
that has to be considered too.

A good
fold-out thing.
Yeah.

It would make
a great fold-out.

I'd buy that.
Wonder if they will.

I was in
a regular car pool,

but when we had a date,
I'd ride home with
Frank and Ollie.

And they did let me sit
in the middle. They didn't
push me to the backseat.

But I soon found out
that I wasn't to talk...

Until we got
to a certain street.

I've forgotten the name
of the street now.
It's been 50 years.

Frank and I started
riding together
back in art school,

and that continued on
after we both got into Disney's,

so over the years,
we had a lot of time
to talk to each other.

And we learned how
each of us thought...

And how we approached
our problems...

And what we're weak in
or strong in.

Where other fellows
would stop at 5:00...

And just go home
and do something else,

we still had 20 minutes
to a half hour to 45 minutes
at one time...

To talk about the picture
and what was wrong with it
and what it needed...

And the scenes
that we had coming up.

So in the morning,
you'd start out with all these
hot ideas, talk them over.

Coming home, you'd be talking
about, "gee, I don't know.
This sure didn't work out well."

When you got to work the next
morning, you had a pretty clear
idea what you wanted to do.

So I'd make a lot of little
thumbnails... you know,
little bitty drawings...

Working out the continuity and
the expressions and the things
I thought you'd get on there.

I'd take them into Ollie
and say, "is this what
you expected to see?

Is this what
we talked about?"

He'd say, "well, yeah, uh...
Weren't you going to do
something here?

I thought you said
you were going to do
something with the arm."

"Oh, yeah, yeah, yeah."
"And then down here..."

"Yeah, I know, I know."
I'd try to get it away from him.

He'd say, "no, no,
you gotta do this."

He'd call out
the changes he saw. Then
I'd take it back to the room...

And I'd work on my scene
on that basis.

So I'd take a drawing
in to him,

and he'd make some
little scribbles over it.

He wouldn't try to make
a real fancy drawing.

He'd just point out
what he thought
maybe I was missing...

Or maybe he'd point out
what he liked about my drawing,
which I didn't see.

And in the end, I'd end up
with a much better drawing.

I couldn't have done it
by myself.

One good turn deserves another.
What can I do for you?

Well, I'm looking for
a white rabbit, so, um,
if you don't mind...

Eh? Oh!

There he is!
I simply must get through!

Sorry. You're much too big.
Simply impassable.

- You mean impossible.
- No, impassable.
Nothing's impossible.

We worked together
on Alice in wonderlan too.

I had the doorknob.
I had Alice.

Yeah, lucky you.
Yeah.
Tough one.

We had the two characters
playing against each other,

and we ran into
an interesting problem...

Because I needed
certain lines of dialogue...

Where I could get
the doorknob to work properly.

You know, working his mouth.
He always wanted the stuff...

I wanted the stuff where I could
have Alice not saying anything.
It would be much simpler.

I didn't want those lines.
He had to animate...

There's nothing worse than
having a doorknob when he
doesn't have anything to do.

But look!
I'm just the right size!

Oh. No use.

I forgot to tell you.
I'm locked!

- Oh, no!
- But of course,
you've got the key, so...

- What key?
- Now don't tell me
you've left it up there.

I forgot to tell you.
I'm locked.
Oh, no!

Oh, no!

You know, when Walt
was looking at this stuff,

he said, "did you do
all these alices?"

And I said, "yeah."
He says, "we'll have to put you
on Wendy in Peter Pan."

I said to Walt,
"that'll kill him."
So he put me on Mr. Smee.

Even there, we had arguments
about which character was
gonna get the lines he wants.

I had captain hook,
and it was very important
that he have certain lines...

Where he could gesture
and be the grand fellow
that he thought he was.

Lots of times I wanted
that part on Mr. Smee so
I could show him reacting.

I had a scene with captain hook
playing the piano in Peter Pan.

And I wondered,
"how can he play the piano
with a hook?"

So I asked Ollie Wallace,
who is a very good
pianist and organist.

Had a great sense of humor.
And I said, "Ollie,
what can we do here?

"Can you... somethin' he
could do with the hook?

He could sort of rattle it here
between a couple of notes?"

♪ ♪

♪ de-da de-day-da
de-day-da ♪ ♪

He couldn't do that,
but he could do a thing
where he goes:

♪ Rrump, derump
derump, derump, bing ♪ ♪

♪ ♪

Somehow they're able
to use their imaginations...

To fit into all sorts
of relationships.

And the incredible thing is,
you then have...

More of a feeling of reality...

Because it isn't just
a good cartoon character.

It's a group of people
thinking and feeling and
bouncing off of each other.

♪ ♪

Yes, miss bell.
Captain hook admits defeat.

Tomorrow I leave the island,
never to return.

I'm glad to hear that,
cap'n.

I'll tell the crew and...

♪ ♪

And that's why
I asked you over, me dear:

To tell Peter
I bear him no ill will.

♪ ♪

One of my favorite sequences
that Frank animated...

Was the squirrel sequence from
sword and the stone.

Merlin and wart are
temporarily squirrels and
traveling through the woods,

and a young girl squirrel
happens to fall in love
with Arthur.

Look, I'm not a boy.
I mean...

- I'm not a squirrel.
- I'm a boy.

A human boy,
not a... not a real sq...

Oh... leave me alone!

Shoo-woo!

It's such a vivid description
of falling in love.

But a very poignant
kind of love...

The kind of love where you fall
madly in love with somebody...

And then after you're in love,
you discover they're nothing
like you thought they were.

In this case, literally,
a different species.

And, uh, we've all had
relationships like that,
haven't we?

Merlin!
Oh.

So here we are.

Quick, Merlin,
the magic.
Snick, snack, snorum!

There. Now you see?

I'm not a squirrel.
I'm a boy.

I tried to tell you.
I-I'm a boy.

A human boy.

Oh. If you could
only understand.

You know, lad,

that love business
is a powerful thing.

Greater than gravity?

Well, yes, boy,
in its way.

I'd, uh...
Yes, I'd say...

It's the greatest
force on earth.

Let's not be silly.

Too late.

Of all the great
laughing scenes
in Disney animation,

I think my favorite
is Ollie johnston's in
the sword and the stone...

When you have Archimedes
laughing so hard at
Merlin's idea...

That man someday
is gonna fly...

That he can't get his breath.

There she goes.

No, no, no!

Ho, ho, ho!
Man'll fly, all right.

Ho, ho, ho, ho!
Just like a rock.

It would have worked
if-if-if-if it weren't for
this infernal beard.

I never...

Never in my whol...

You know, an animated character
never does anything on its own.

If it makes too big a move
somewhere, it's your fault,
not the character's fault.

And that's true.
You have to be very careful...

Because sometimes you think
you want to do something...

Have a hand do something
or move their head
in a certain way.

Sometimes it's better
to see the expression...

Or linger on the body attitude
or something that's...

Whether it's sad or
whether it's happy...
Whatever it is...

So that you communicate that
without complicating it.

Uh, penny...
A scene that Ollie did...

Penny's sitting on the bed
in the orphanage,

and she says something like,
"well, they had adoption day
at the orphanage,

"and a man and a woman
came and looked at me,

"but they choosed the little
redheaded girl instead...

Because she was prettier."

That wasn't a child
that was playing that scene.
It was a drawing.

She looked awful sad...

And so I asked her:

What's wrong,
penny, honey?

Nothing.

Oh, come on now.
Come on. No secrets.

You tell old Rufus, huh?

Well, it was
adoption day
at the orphanage.

What... what happened?

A man and a lady came
and looked at me,

but they choosed
the little redheaded girl.

She was prettier
than me.
Oh!

She couldn't be!
You... now, you listen
to me, darlin'.

You're something extra special.

No, I'm not.
Why, someday...

A mama and a papa will
come to the orphanage...

A-lookin' for
a pretty little girl
just like you.

Honest?

Have to run captions.
This should be at...

We have Walt's actual words
from the story meeting notes.

Do they say enough
or should we add somethin'?

Mmm, I'd have to see it...

With the drawing?
Yeah, I'd have to see it
with the drawings,

but we got
a whole series there
that are really good...

Where he first starts
changing and Pinocchio
starts laughing at him...

And then he goes over
and grabs hold of Pinocchio.

I think the reason that
Ollie and I have gotten along...

As well as we have
over the years...

Is because
we speak the same language,

and for many years, we spoke
the same language as Walt.

There's a truth
and an honesty there...

That you don't always find
in fairly close friends.

Somebody always wants to do
a little one-upmanship
or something like that.

But there's never
any of that with us.

It isn't the type of thing you
go around thinking, "gee, I got
a good friend," or something.

I got to thinking about it,
and, by golly,

we had a way
of working together...

That really benefited
both of us.

We each lifted the other up
to something he couldn't do
by himself.

Not that
they don't disagree.

They do. But they
have a way of saying,

"well, uh, Ollie,

"I don't think
that would work.

I'm not sure that's..."

"Oh." and Ollie
would listen, and
they'd talk it out.

They may not have arrived
at Frank's solution, but they've
come somewhere in between.

I've been amazed at
the way they... they
never lose their temper.

♪ Look for the
bare necessities ♪

♪ the simple bare necessities

♪ forget about your worries
and your strife ♪

♪ I mean the bare necessities

♪ are mother nature's recipes

♪ that bring the bare
necessities of life ♪ ♪

Jungle Book, uh, of course,
was a very important
and pivotal picture,

not just in the careers
of Frank and Ollie
but, I think,

for the history and future
of Disney animation.

Walt Disney died
during the making of it,

so the nine old men
were on their own,

and, uh, had that film failed,

I think that Disney animation
might very well have gone
down the tubes.

It's also impressive to me
that Frank and Ollie...

Animated more than
half of the picture themselves.

Practically all of
the scenes and sequences
of Baloo and Mowgli...

That wonderful relationship
that develops and changes
throughout the picture...

Was Frank and Ollie's work.

Frank and I had these
two back-to-back sequences...

That were really important
to the picture.

Without these
coming off properly,

all this character work
we had done wouldn't pay off.

The section that I had
certainly tested me,

and I think it tested our
friendship because I had to
rely so much on Frank for help,

and I think
he relied on me
in his sequence.

And it was terribly
important that we
make these come off.

This was the type of thing
Walt talked about
when he said:

"You guys get
that personality. I'll
take care of the story."

Yeah, but this is
a tough part of the story
because, uh,

the story wouldn't hold up
without these two sequences
in them.

It was testing the friendship
of Baloo and Mowgli,

and it was also testing
our abilities as animators.

That's right, and also,
the tough thing was that...

Baloo was put on the spot
in this.

Bagheera tells him he
has to take the kid back
to the man-village.

And he says, "why me?"
Baloo had never done
anything like this before.

He was
the physical type.

He didn't understand how to do
anything where you had to figure
out a problem in your mind.

It was all completely
impossible to him.

And most of my sequence...

Went on with just talking,
no real movement.

They're just standing...
Bagheera and Baloo...
Talking.

Well... well, what
are we gonna do?

We'll do what's best
for the boy.

You better believe it.
You name it and I'll do it.
Good.

Then make Mowgli go
to the man-village.

Are you out of your mind?
I promised him he could stay
here in the jungle with me.

That's just the point.
As long as he remains with you,
he's in danger.

So it's
up to you.
Why me?

B-because he won't
listen to me.

But I love that kid.

I love him
like he was my own cub.

Then think of what's
best for Mowgli
and not yourself!

But... well, can't...
Well, can't I wait
until morning?

It's morning now.

Go on, Baloo.

Uh...

And now the situation changes
when the bear has to talk
to the boy...

And tell him that they're gonna
go back to the man-village.

He knows this is gonna be
a terrible betrayal on his part.

He doesn't know how to tell
the boy. He doesn't know
what he's gonna say to him...

'Cause they built everything
on their trust
and their friendship.

And Mowgli's so happy
at the idea of having this
wonderful day with Baloo.

He's running all around,
pulling Baloo's hand,

kicking him in the pants,
climbing up on things,
chasing butterflies.

He's just in ecstasy.

This is really
the payoff sequence
right here.

This is... because
the betrayal comes here.

You had to feel and
understand what Baloo
was saying and feeling.

Yeah, we had to do
an awful lot of work together...

Trying to work out
how the bear would act,
what gestures he would use,

what type of acting,
what expressions he would use.

How's he going to play this?
And how's the boy
going to play it too?

First we thought of things like
a hand on the face...

You know, rubbing the chin.

"Gee, what can I say
to this guy?"

Or...
Things like that.

Wallace beery used to do that,
and it was pretty effective.

Ollie suggested that
the hand should be back here,
rubbing the back of his neck.

We'd already used this
rubbing-the-arm thing.

How about... pounding?
That's pretty good.

I don't know. The best, though,
the one that communicated
the best to the audience, to me,

was one that started here
and then pulled off
and came around to the face...

But didn't stay on the face;
It came down here to the chest.

I knew a guy in the army who
used to scratch his chest all
the time when he was thinking.

This way. And I...
"Oh, maybe that's
the best thing to do."

Where we goin',
Baloo?
Well, uh,

it's, uh, um...

Well, it's sort of
new and, uh...

Oh, I don't care,
as long as I'm with you.

Mowgli, uh,
look, buddy, uh,

there's somethin'
I gotta tell ya.

Tell me what, Baloo?

Gee whiz.

Now how did old baggie put it?

Um, uh, Mowgli?

Ha! You wouldn't marry
a panther, would you?

Gee, I don't even know
what you're talkin' about.

Mowgli, don't you realize
that you're a human?

I'm not anymore, Baloo.
I'm a bear, like you.

Little buddy, look.
Listen to me.
Come on, Baloo!

Now, Mowgli, stop it now.
Now hold still.

I wanna tell you something.
Now listen to me!

What's the matter,
old papa bear?

Look, Mowgli, I been tryin'
to tell you. I been tryin'
all morning to tell you.

I've got to take you
back to the man-village.

- The man-village!
- Now look, kid.
I can explain...

- But you said we were partners.
- Now believe me, kid, I...

- You're just like old bagheera.
- Now just a minute!

That's goin' too far!

There's always a problem.
Now how we gonna get the
boy back into the man-village...

Without Baloo and bagheera
pushing him in?

Well, Walt had an idea
to add a girl...

That came out of
the man-village, a little
girl about Mowgli's age.

And Mowgli's never seen
a girl like this before.

He says, "wait a minute.
I want a better look."

Forget about those.
They ain't nothin' but trouble.

Just a minute.
I've never seen one before.

I thought that was
a terrible idea when
I first heard it.

Here's this
tacked-on ending.
What can you do with it?

That's why we gave it
to you to animate.
I know, I know.

And I wrestled
with it, and the more
I wrestled with it,

the better I liked it.

And so finally,
I managed to help
this little girl...

Kind of innocently seduce
Mowgli going back into
the man-village.

I would have said
"lure" him.

♪ ♪

♪ ♪

Mowgli. Come back.
Come back!

Go on! Go on!

As it turned out,
that meeting we had
on Ollie's little girl...

Was the last meeting
we ever had with Walt.

We didn't know
how ill he was.

Two months later
he was gone,

and he never did get
to see the final picture.

When Walt died,

it left a big hole
in all of our lives.

Uh,

he was a friend...
A close friend in many ways,

and yet he always
distanced himself
from everybody else.

He was a genius.
He lived his whole life...

In his own mind,
in his own heart.

But he couldn't help but affect
all the rest of us very deeply.

And even though he'd not
been working with us closely...

For, oh, five, six, seven years,

it was still
a devastating moment,

and, uh, the whole world changed
as far as we were concerned.

We kept thinking back
over those days when
you'd work so hard...

All of us, Walt included...

Trying to capture
something rare,

something new,
something unique in
the entertainment business.

Isn't it terrible to think
that if Jungle Book had not
been a success,

there would be no more
Disney animation?

Executives were talking
about phasing it out.

"Costs too much money.
Anyway, there's nobody
to take over.

You'd have to rebuild
the whole team."

And then people went into
the theaters to see Jungle Book.

They looked up on the screen,
and they saw a bear named Baloo
and a boy named Mowgli,

and they came to life,
crowds flocked in,

and the whole cycle
started over again.

♪ Look for the
bare necessities ♪
ooh!

♪ The simple
bare necessities ♪

♪ forget about
your worries
and your strife ♪

♪ I mean the bare necessities

♪ are mother nature's recipes

♪ that bring the bare
necessities of life ♪ ♪

The unique friendship
that Frank and Ollie had...

There'll never be
another like that.

That was unique. The art that
they came out with was unique
and will never be repeated.

I don't think we'll ever see
finer personality animation...

Than was done
by Frank and Ollie.

But I think it's not
a closed door. I think it's
an open door to the future.

There's a verse that means
a lot to me in proverbs.

It says, "as iron sharpens iron,
so one man sharpens another."

And through this process
of them constantly working
with one another,

constantly rubbing against one
another through the different
films that they'd work on,

different problems,

I could still see
that that was a process...

That was still going on
when I was there with them.

When I first got there, they
were still arguing about the way
they would see something.

They were working on it.
You could see them
in the hallway.

They were constantly
rubbing these ideas across
one another's surface...

'Cause they knew that that was
as a team of people.

...shots of Cruella
and the baduns.

There was Ken Anderson's
good experimental drawings.
Oh, yeah.

Those are great.
We'll xerox the...

Hold on a minute.
I'll change the sprinkler here.

♪ ♪

There. You got it.
Don't trip over it.

I won't.

♪ ♪

♪ ♪

That was really funny.

♪ ♪