Once Upon a Studio: A 100-Year Journey Explained
When you wish upon a studio... Welcome to MsMojo, and today we’re discussing the production of this Disney short film, which encompasses over 500 characters from more than 85 features and shorts, as well as 100 years of magic.
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00:00 "Yahoo!"
00:02 "There's the signal."
00:03 "Alright, y'all. It's picture time."
00:05 Welcome to Ms. Mojo, and today we're discussing the production of this Disney short film,
00:10 which encompasses over 500 characters from more than 85 features and shorts,
00:15 as well as 100 years of magic.
00:18 "I mean, a lot of the characters you mentioned that Eric has been a part of,
00:21 those are characters I grew up with, so being a part of this short where they're
00:26 in the short with characters that I've helped work on at the studio."
00:30 Disney has a long history of crossovers, from Who Framed Roger Rabbit,
00:36 to House of Mouse, to Kingdom Hearts, to Ralph Breaks the Internet.
00:39 "Uh, hi."
00:41 "Whoa, whoa, ladies, I can explain."
00:47 Yet the studio has never taken on an endeavor quite like Once Upon a Studio,
00:52 which looks to the past, present, and future as seamlessly as it blends 2D animation,
00:57 3D animation, and live-action.
00:59 Dan Abraham and Trent Corey, who previously directed the Frozen short Once Upon a Snowman,
01:04 began conceiving this crossover in 2021 amid the pandemic.
01:08 The two met over Zoom and in separate cars at a Taco Bell parking lot,
01:13 discussing ideas with Disney's 100th anniversary in mind.
01:16 Building upon Corey's idea to have the Disneyland rides come alive,
01:20 Abraham suggested the Disney studio as a setting instead.
01:24 "The whole studio got behind this short, and they said, we had people come to us and say,
01:28 'We want to work on this because this character meant something special to me,
01:32 because this was the first character I ever worked on. I used to watch this movie with my grandma.'"
01:37 Abraham and Corey spent eight months secretly developing the pitch for a short where the
01:41 artwork lining Disney's halls springs into reality. They had a breakthrough when Abraham
01:46 texted Corey one night, suggesting that the characters unite for a group photo.
01:50 "A 100-year group photo! And the sun's going down! Come on, let's hop to it!"
01:54 "Ooh, a bunny pun! Gotta like that."
01:58 Finally, the time came to pitch to CCO Jennifer Lee via Zoom. The duo knew that their efforts
02:03 might not get any further than this meeting. Once the pitch was over, Lee exited the screen
02:08 without a word. Returning to the screen, Lee wiped tears from her eyes, praising the tone and premise.
02:14 "The minute I saw a pitch that they had been working on, where they stepped out,
02:19 they did the boards and the voices for this incredible short to celebrate 100 years."
02:25 Lee concluded, quote, "I don't know how, but we have to make this."
02:29 With Bradford Simonson and Oscar winner Yvette Moreno coming on as producers,
02:33 production commenced on Once Upon a Studio. The short naturally takes place at the Roy E. Disney
02:39 Animation Building, which completed construction in 1994, but houses a legacy dating back to 1923.
02:46 The short opens with an intern, played by actress Renika Williams, exiting the building with
02:51 animation legend Bernie Mattinson, who had been with Disney for 70 years.
02:55 "To think of all those talented artists and wonderful characters
03:00 who have been a part of the studio over the years."
03:03 In addition to directing Mickey's Christmas Carol,
03:05 Mattinson's credits range from Lady and the Tramp to Strange World.
03:09 "I've loved every moment of it, so I can recommend it highly."
03:13 From the get-go, the team knew that Bernie had to be in this short. Mattinson shot his
03:18 scene in August 2022, six months before he passed away at age 87.
03:23 "If these walls could talk."
03:25 Wishing that the walls could talk, Mattinson's dreams come true as we cut to a still of Mickey
03:31 from the 1942 short Mickey's Birthday Party. With Tinkerbell working her magic,
03:36 the still images become animated.
03:38 "Is that it? They all gone? Oh boy! Come on, Ninny! This is it!"
03:44 Unlike some past Disney crossovers, Once Upon a Studio was presented with the challenge of
03:49 combining hand-drawn and computer-animated characters. With roughly 80% of the characters
03:55 being hand-drawn, Disney turned to veteran animator Eric Goldberg. To achieve the authenticity of the
04:01 glory days, the hand-drawn characters would be brought to life with ink and paper. In addition
04:06 to Goldberg and Disney's in-house talent, the short saw the return of studio alumni like James
04:11 Baxter, Ruben Aquino, Tony Bancroft, Will Finn, and Nick Ranieri.
04:16 "Put yourself into that position. It sounds cliche, but you actually have to become the character."
04:21 Meanwhile, Andrew Feliciano headed the CG team, which had to rebuild character models for films
04:27 made before Tangled like Bolt, Meet the Robinsons, Chicken Little, and Dinosaur to match modern
04:32 technology. The hand-drawn moments were mapped out first so that Feliciano's team could sync
04:37 them up with the CG scenes. "Strombolli is a hand-drawn character. He's actually interacting
04:42 with a CG vending machine, and Burt Klein was the animator." Both teams worked closely to make 3D
04:49 characters like Moana fluidly interact with 2D characters like Flounder against a live-action
04:54 backdrop. "Water!" "No, no, no, there's no time for tea!" "Merlin, a little help?" "Oh, yes, oh yes!"
05:05 In addition to Easter eggs like the snuggly duckling and Litwack's arcade, backgrounds are
05:11 adorned with photos of Disney royalties such as Mary Blair, Floyd Norman, and Ub Iwerks. There's
05:17 even a photo of a young Bernie Mattinson with mentor Eric Larson. Along with iconic Disney
05:23 characters, the short revives lesser-known figures like Humphrey the Bear and J. Audubon Woodlor.
05:28 "Thank you for holding." Almost every Disney animated feature is represented, including Tarzan,
05:36 which has presented copyright hurdles in recent years since Edgar Rice Burroughs' estate owns the
05:42 character. The short also recruits characters from live-action hybrids like Elliot of Pete's Dragon
05:48 and the Mary Poppins' Penguins, although unsurprisingly nobody from Song of the South
05:53 appears. "I ain't going to no party!" With the focus being Disney animation studios, the crew
05:59 drew the line at characters who originated from Pixar, DisneyToon, or stop-motion films like
06:05 Nightmare Before Christmas. "I'm very sorry for the inconvenience, sir." "Take him home first
06:15 and apologize again!" Beyond who to include, the real question was how characters should interact.
06:22 After Abraham pitched Donald Duck waiting in an elevator for Flash from Zootopia,
06:26 it set a comedic tone that the crew came to recognize as a North Star. "Hold the elevator."
06:34 Originally, the short amounted to 13 minutes of material, which was trimmed down to nine.
06:43 Among the unused ideas was Ariel doing her hair in the restroom with a dinglehopper by her side.
06:48 With Ariel initially having no dialogue, the directors realized they had to bring back
06:53 voice talent like Jodie Benson. "When you wish upon a star..."
07:00 From Jeremy Irons as Scar to Idina Menzel as Elsa, a number of A-listers revisited their
07:05 classic characters. "I'm surrounded by idiots!" Some roles had to be recast, with Piotr Michael
07:13 filling in for Gilbert Gottfried as Iago. "Three, two, one, go!"
07:19 Alan Tudyk as the Mad Hatter is a clever touch since he based his King Candy voice on Ed Wynn.
07:25 "A waiter is a cop in my camp!" Multiple methods were used for other characters,
07:30 with Jim Cummings supplying new dialogue for Winnie the Pooh while also using archival
07:35 recordings of Sterling Holloway. "Oh, school help and bother."
07:40 A few characters completely relied on archival recordings, including Pat Carroll as Ursula,
07:46 Alan Young as Scrooge McDuck, and Robin Williams as the Genie.
07:50 "I haven't seen a fall like that since Rome." "How much better!"
07:57 Never resorting to AI, Disney got permission from Williams' estate to incorporate a genie outtake.
08:03 The filmmakers went through 16 hours of recordings before settling on a genie line.
08:07 "Let's blow this popsicle stand!" "A doorstop would be a fabulous career."
08:15 "Not bad! Goodnight, Alice!" The scene also finds Williams' back-to-Neverland
08:21 caricature pass by Olaf, who sits atop a copy of Frank Thomas and Ollie Johnston's book The
08:27 Illusion of Life. Bursting out of the artwork, Genie knocks back Olaf before reassembling him.
08:32 A bittersweet pairing considering that Williams' genie inspired Josh Gad while voicing Olaf.
08:37 "And I turned to my mother and I said, 'I want to do that one day.' Cut to,
08:43 you know, being a part of a beloved animated movie myself."
08:48 According to technical supervisor Becca Thompson, this was one of the hardest scenes to pull off.
08:54 Another challenging moment sees the Dalmatian puppies watching Night on Bald Mountain from
08:58 Fantasia. Jorge Ruiz was responsible for animating Chernabog, who emerges from the TV screen.
09:03 "Boo-da-lally!"
09:12 The emotional highlight finds Mickey looking up at a photo of his alter ego, Walt Disney.
09:17 It all started with a mouse, but even before Mickey, there was Walt's vision.
09:22 In addition to the genie, Eric Goldberg personally animated the tear-jerking
09:26 exchange between Walt and Mickey. "Gotta go, but thanks."
09:30 Dave Metzger composed the short score, but for this sequence,
09:34 the crew used a new recording of Feed the Birds, Walt's favorite tune.
09:48 At age 94, Richard Sherman returned to Walt's Burbank office to play a rendition on the same
09:54 piano from decades before. "Then he'd say, he'd look to me as I'd play it,
09:58 and I pretty much knew what he wanted. He wanted to hear his favorite song."
10:03 Mickey thanking Walt for setting the past century into motion may be the short's most
10:07 touching moment. Although, a close second sees Mickey make way for Oswald, who hopped so that
10:12 the mouse could run. "Before we continue, be sure to subscribe to our channel and ring the bell to
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10:24 of them. If you're on your phone, make sure you go into your settings and switch on notifications."
10:29 The climactic photo shoot assembles everyone from Suzy the Little Blue Coupe, to Pedro the Airplane
10:35 from Saludos Amigos, to the skeletons from the Skeleton Dance. How else could it wrap up than
10:41 with the whole cast singing "When You Wish Upon A Star"? In what may be a first, Paige O'Hara's
10:54 Belle sings with Robbie Benson's Beast. "Anything your heart desires will come to you."
11:03 Another standout moment sees Snow White, the first Disney princess, sing alongside Disney's
11:10 latest heroine, Asha from Wish. "Like a bolt out of the blue."
11:18 This ties back into the opening exchange between Bernie Mattinson and the Intern,
11:22 looking to the past, present, and future. Disney is rooted in nostalgia and innovation,
11:28 which this love letter to the studio masterfully balances. Whatever the next 100 years brings,
11:33 expect a mix of imagination, laughs, and dreams.
11:37 "Your dreams come true."
11:45 What's your favorite Once Upon a Studio cameo? Are there any small details that we missed?
11:59 Share your thoughts in the comments. "On with the show."
12:03 Do you agree with our picks? Check out this other recent clip from Ms. Mojo.
12:08 And be sure to subscribe and ring the bell to be notified about our latest videos.