Ursula ( the Little Mermaid ) - wikipedia Ursula ( the Little Mermaid ) Ursula First appearance The Little Mermaid ( 1989 ) Created by Ron Clements John Musker Voiced by Pat Carroll Jodi Benson ( Vanessa ) Information Aliases Vanessa Gender Female Occupation Sorceress / witch Family Morgana ( younger sister ) Uma ( Daughter in Descendants Only ) Ursula is a fictional character who appears in Walt Disney Pictures ' 28th animated feature film The Little Mermaid ( 1989 ). Voiced by American actress Pat Carroll, Ursula is a villainous sea witch who tricks a mermaid princess named Ariel into trading her voice for a pair of human legs, at first appearing to be providing the character with an opportunity to become human by temporarily transforming her into one so that she may earn the love of Prince Eric within three days. However, Ursula is, in fact, determined to sabotage Ariel 's chances at any expense so that she can ultimately replace the mermaid 's father King Triton as ruler over Atlantica. Created by directors and screenwriters Ron Clements and John Musker, Ursula is based on the sea witch character who appears in the fairy tale `` The Little Mermaid '' by Hans Christian Andersen. However, her minor role was greatly expanded into that of a much more prominent villain for the film. Disney had struggled to cast Ursula for a year, during which the role was well sought after by several coveted television actresses at the time. Clements and Musker disagreed with lyricist Howard Ashman about who should voice the character. While the directors had written the role with Bea Arthur in mind, Ashman intended to offer it to soap opera star Joan Collins ; both actresses rejected the part. When Ashman cast his second choice, Broadway actress Elaine Stritch, as Ursula, both stage veterans disagreed about the manner in which Ursula 's song `` Poor Unfortunate Souls '' would be performed, and Pat Carroll was finally hired to replace Stritch after Ashman fired her. Deepening her own voice for the role, Carroll based her performance on a combination of Shakespearean actresses and car salespeople. Animated by Ruben A. Aquino, Ursula 's original design was inspired by several different sea creatures, including manta rays and scorpion fish, before Clements finally decided to base the character on an octopus ; her number of tentacles was reduced from eight to six for financial reasons. Ursula 's appearance was also inspired by American actor and drag queen Divine. When The Little Mermaid was first released in 1989, Ursula was immediately embraced as one of Disney 's best villains, and continues to be ranked highly among the studio 's greatest by the media. Praised for being humorous and frightening, the character has garnered positive reviews from film critics, some of whom dubbed her Disney 's strongest villain in decades. Meanwhile, Carroll 's performance has garnered similar acclaim to the point that the role has eclipsed her previous body of work, ultimately becoming virtually synonymous with the character. Contents 1 Development 1.1 Conception and writing 1.2 Voice and music 1.3 Design 2 Characterization and themes 3 Appearances 3.1 Film 3.2 Television series 3.3 The Little Mermaid II : Return to the Sea 4 In other media 4.1 Books 4.2 Broadway musical 4.3 Once Upon a Time 4.4 Descendants 2 5 Reception 5.1 Critical response 5.2 Accolades and legacy 6 References Development Conception and writing At the behest of Disney executives Michael Eisner and Jeffrey Katzenberg, director and screenwriter Ron Clements was among several filmmakers instructed to research new story ideas that could potentially be adapted into the studio 's next major animated film release. Clements first discovered Hans Christian Andersen 's classic fairy tale `` The Little Mermaid '' at a local bookstore, and began deliberating why Disney had never attempted to adapt the story before. Clements eventually learned that Walt Disney himself had actually attempted to adapt the fairy tale into a feature - length animated film as early as the 1930s, but the project was ultimately shelved due in part to its sad ending. Clements suggested `` The Little Mermaid '' to Katzenberg, who finally green - lit it after having first rejected it. Hardly present in Andersen 's original story, the sea witch is not a prominent character and lacks a proper name. Among Clements ' ideas to alter the story, the filmmaker decided to `` make the witch more of a villain '', describing Ursula as `` a fun character to develop '' into such. In Andersen 's tale, the sea witch is not a villain as much as she is `` a disreputable mermaid. '' JR Thorpe of Bustle agreed that, in Andersen 's story, `` The sea witch is n't the enemy ''. Instead, `` human... nature is. '' While the original sea witch is willing to help the little mermaid despite the fact that she openly disagrees with her motives, Ursula is only interested in helping Ariel in the hopes of ultimately overthrowing her father. Emma James of Teen Ink observed that in addition to giving the character the name `` Ursula '', the studio `` changed her role as a catalyst in the tale, and morphed her actions into those of an antagonist. '' Unlike the sea witch, Ursula deliberately intervenes in an attempt to keep the mermaid from success. Lyricist, producer and writer Howard Ashman had originally envisioned Ursula 's relationship with King Triton as a soap opera, and thus drew inspiration from soap opera actress Joan Collins. Ursula was originally conceived as Triton 's sister, which would have naturally made the character Ariel 's aunt, but the idea was ultimately abandoned. However, their blood relationship is still vaguely alluded to when the character mentions a time during which she actually lived in Triton 's palace. Clements and Musker had originally intended for Ursula to remain her original size at the end of the film. However, Katzenberg had just recently seen the film Die Hard ( 1988 ), which inspired him to request a `` bigger '' ending for The Little Mermaid, and thus he instructed the writers to have Ursula grow much larger in size during her climactic fight with Ariel and Eric. Voice and music Ursula is voiced by American actress and comedian Pat Carroll. Carroll was not the filmmakers ' first choice for the role ; Clements, Musker and Ashman had long debated who should voice the villainness, the casting of whom was long and tedious, spanning an entire year. In his book Makin ' Toons : Inside the Most Popular Animated TV Shows and Movies, author Allan Neuwirth documented that the filmmakers searched `` for just the right performer who could put across the deep - voiced, world - weary, deadpan villainness they had in mind -- but never quite snaring their catch ''. While Ashman was interested in actress Joan Collins because he was a fan of her performance as Alexis Colby in the soap opera Dynasty, Clements and Musker favored actress Bea Arthur, for whom they had actually written the role, describing Ursula as `` having a Bea Arthur - type basso voice '' in early drafts of their screenplay. Clements and Musker expected Arthur to accept the role because she had already been working for Disney 's Touchstone Television on the sitcom The Golden Girls. However, Arthur 's agent resented the directors - writers for insinuating that her client voice a witch, refusing to even present the script to the actress. With Arthur eliminated, Clements and Musker were forced to audition several other popular television actresses of the decade, including Nancy Marchand, Charlotte Rae and Roseanne Barr, the last of whom had originally auditioned for the supporting role of chambermaid Carlotta. Amused by her nasal voice, Howard invited the comedian to read for Ursula, but concluded that her approach was ultimately not suitable for the character. Jazz singer Nancy Wilson also auditioned. Meanwhile, Ashman himself had been similarly unsuccessful in recruiting Collins because Dynasty producer Aaron Spelling feared that the actress ' reputation would be jeopardized should she voice an animated character. Thus, Ashman pursued Broadway veteran Elaine Stritch, of whom he had been a long - time fan. The audition process for Ursula required each hopeful to both recite a scene from the film and perform a Broadway - style song of their choice. The finalists became Clements and Musker 's Rae versus Ashman 's Stritch, the latter of whom ultimately won the role over Rae with her preferred rendition of Ursula 's song `` Poor Unfortunate Souls ''. Musker described Stritch 's approach to Ursula as `` an eccentric, loopy reading ''. However, Stritch and Ashman soon began to experience creative differences over `` Poor Unfortunate Souls '' because the actress refused to follow the lyricist 's `` very specific directions ''. After refusing to perform the song at Ashman 's preferred tempo ( combined with her alcoholism ), the songwriter fired Stritch from the project, thus forcing Clements and Musker to find a replacement with yet another round of auditions. Carroll first learned of The Little Mermaid from her agent, and immediately agreed to audition for Ursula because she had always wanted to voice a Disney character. However, the actress felt that her chances were slim to none upon realizing that her competition largely consisted of famous film and television actresses. Musker described Carroll 's audition approach as a hybrid of actors Maurice Evans and Tallulah Bankhead. Although confident in both her acting and singing auditions, Carroll did not hear back from her agent about the role until a year afterward, by which time she had already forgotten she had ever auditioned. Upon being cast, Carroll was entirely committed to the role, giving it complete precedence over all other jobs and projects at the time. Carroll 's first task was to record `` Poor Unfortunate Souls '', her approach to which was remarkably different than Stritch 's, first asking Howard to demonstrate exactly how he would like her to perform the song before attempting it. Carroll completely credits Ashman with her delivery, explaining, `` I got the whole attitude from him... and his shoulders would twitch a certain way, and his eyes would go a certain way... I got more about that character from Howard singing that song than from anything else. '' Carroll also borrowed Ursula 's habit of saying `` innit '' instead of `` is n't it '' from Ashman. Despite their strong working relationship, Carroll described working with Ashman and composer Alan Menken as a `` brutal '' experience because of the songwriters ' `` military '' approach ; she would often return home from recording sessions with blown vocal chords. Carroll recalled her daughter, filmmaker Tara Karsian, reassuring her that `` you 're in something that fifty years from now may be shown... What you 're working on now will be seen by our children, and our grandchildren, and our great - grandchildren '' after complaining to her about one of her recording sessions. Describing her own performance as Shakespearean, Carroll perceived Ursula as an `` ex-Shakespearean actress who now sold cars '', which inspired her dry, theatrical interpretation. Carroll also deepened her own voice for the role. When Carroll watched the completed film for the first time, she was frightened by her own performance, comparing it to actress Margaret Hamilton 's performance as the Wicked Witch of the West in the film The Wizard of Oz ( 1939 ). Actress Jodi Benson, who voices Ariel, briefly provides the voice of `` Vanessa '', Ursula 's beautiful human alter - ego, in lieu of Carroll. With the writing and recording of `` Poor Unfortunate Souls '', Ursula became the first Disney villainness to receive her own song. Design During production of The Little Mermaid, Ursula 's design evolved and transformed dramatically. Animator Glen Keane 's earliest sketches of Ursula were drawn to resemble Rae, specifically based on the actress ' audition for the role. The short - lived casting of Stritch as Ursula and her subsequent performance eventually inspired the animators to design the character as `` a tall, thin regal - looking sea witch '' based on manta rays and scorpion fish, complete with a long cape. At one point, Ursula had also been drawn with spikes to resemble a spinefish. Ursula 's appearance was largely inspired by American actor and drag queen Divine, who was best known for his frequent appearances in several films directed by filmmaker John Waters. Similarities were first drawn between the character and the actor after animator Rob Minkoff sketched `` a vampy overweight matron '', to which Ashman responded, `` She looks like a Miami Beach matron... playing Mah Jong by the pool. '' The character shares Divine 's signature eye makeup, jewelry and body type while originally sporting a Mohawk, the last of which was borrowed from the actor 's Pink Flamingo s ( 1972 ) character Babs Johnson. However, Minkoff had been drawing the character with a shark 's tale at the time. Clements eventually decided to place Ursula 's head on top of the body of an octopus instead, which ultimately resulted in her current design. The animators then studied the way in which octopuses move, explaining, `` There was a very kind of seductive and yet scary aspect '', which they incorporated into the character 's own gait. The Pink Flamingos - inspired Mohawk was ultimately discarded because Disney felt that the hairstyle was `` too over-the - top '' for the film. Additionally, Ursula 's face was also inspired by that of Madame Medusa from Disney 's The Rescuers ( 1977 ). According to The Gospel according to Disney : Faith, Trust, and Pixie Dust author Mark I. Pinsky, Ursula became `` the most grotesque characterization Disney... have created for a female villain '' at that time. Having animated previous Disney villains, Keane was originally approached to be the supervising animator of Ursula, but declined in favor of animating Ariel because he longed to do something different. Thus, Keane was replaced by Ruben A. Aquino. The character was originally drawn with a full set of eight tentacles similar to a real - life octopus, which were eventually reduced to a more manageable six because the original amount would have been too difficult and costly to animate. According to Carroll, this modification actually makes the character more similar to a squid than an octopus ; whether or not Ursula is an octopus continues to be debated among both critics and devout fans, some of whom believe that the character 's pair of arms actually account for the remaining two tentacles. Clements admitted that the character 's six tentacles made animating her a challenge nonetheless. Ursula was intentionally designed to instill fear in The Little Mermaid 's viewers. Animators studied Monstro from Disney 's Pinocchio ( 1940 ) in order to animate the character 's enlarged self emerging from the sea. Ursula 's appearance was also based on that of the character Norma Desmond, who appears in the film Sunset Boulevard ( 1950 ). Divine never lived to see his own likeness appear in The Little Mermaid ; the actor died in 1988, one year before the film 's release. However, his cohorts agree that Divine would have greatly enjoyed Ursula. Documentarian Jeffrey Schwartz joked that the actor would have wanted to play Ursula himself had he known about the character, having once told Waters `` When I was young, all I wanted to be was a Disney villain ''. Characterization and themes About.com 's David Nusair observed that `` There 's no limit to how low Ursula will stoop to achieve her goal '' ; the character often relies on a combination of sorcery and deception to achieve them. `` A bargainer of the worst kind '', Ursula only agrees to help the less fortunate when she 's confident that she can gain something from them in return. Identifying Ursula as Ariel 's binary due to the character 's experience and authority, Collision of Realities : Establishing Research on the Fantastic in Europe author Lars Schmeink described Ursula as a `` more complex and mature character '' than Ariel, embodying everything that the mermaid can potentially become. To Ariel, Ursula represents `` the matronly image '' who `` instigate ( s ) the young princess ' epic journey '' as she longs to achieve the witch 's `` sage - like knowledge and power ''. Ursula teaches Ariel about womanhood, a theme From Mouse to Mermaid : The Politics of Film, Gender, and Culture author Elizabeth Belle noticed is absent in Anderson 's story. According to Bell, `` Ursula can retrieve Ariel from her destined alliance with patriarchy '', observing that the witch actually `` teaches Ariel that performance and voice and manifestations '' are `` liberations of gender ''. Teen Ink 's Emma James believes that Ursula 's death ultimately prevents Ariel from experiencing and learning from the consequences of her actions, concluding, `` Ariel never really owns up to all the mishap she caused. '' Observing that Ursula actually warns Ariel about the consequences should she fail to earn a kiss from Eric, Laura Stampler of Time described the character as a `` Savvy contract negotiator ''. Writing for Collider.com, Dave Trumbore identified Ursula as the film 's `` Crossroads Demon ''. According to Gary Thompson of the Philadelphia Daily News, Ursula is similar to businesswoman Leona Helmsley. Makin ' Toons : Inside the Most Popular Animated TV Shows and Movies author Allan Neuwirth observed that Ursula obeys Disney 's `` long - standing tradition of depicting classic scoundrels... none so unsettling as their female villains. '' Neuwirth believes that the public 's fear of Disney 's female villains `` stems from our expectations of nurturing, comfort and honesty from our mothers '', while Disney 's villainnesses, including Ursula, tend to `` lust after... youth and beauty. '' Ursula even goes as far as transforming herself into a beautiful young woman in order to trick Ariel 's love interest into marrying her instead. Janet Wasko believes that Ursula 's role as a powerful but antagonistic woman in The Little Mermaid alludes to the idea of patriarchy being preferable to matriarchy. Sophie Hall of Beamly identified Ursula as a woman struggling to `` run the kingdom in a man 's world, having been kicked out for no specific reason. '' In her book Emerson Goes to the Movies : Individualism in Walt Disney Company 's Post-1989 Animated Films, author Justyna Fruzińska claimed that `` the masculine rule of Triton is presented as positive and opposed to the negative, feminine rule of Ursula ''. Understanding Disney : The Manufacture of Fantasy author Janet Wasko accused the film 's treatment of Ursula of `` eliminat ( ing ) many of the female characters and undermin ( ing ) ( the ) feminine power '' present in Andersen 's fairy tale. However, Wasko also argued that Ursula could possibly be considered a mother figure for Ariel ; the tunnel of Ursula 's cave resembles a vagina, while Ursula 's mannerisms evoke those of a mother as she refers to Ariel as `` my dear sweet child ''. Gwynne Watkins of Yahoo ! accused Ursula of `` assur ( ing ) Ariel that human men prefer their women to be silent ''. Meanwhile, in response to feminist critiques of the character, author Amy M. Davis observed in her book Handsome Heroes and Vile Villains : Masculinity in Disney 's Feature Films that Ursula is actually responsible for giving Eric the `` power to make Ariel permanently human ''. However, author Alan Dundes observed in his book Bloody Mary in the Mirror : Essays in Psychoanalytic Folkloristics that Ursula becomes masculine and deep - voiced once she acquires Triton 's trident, implying that even `` the only powerful woman in the story fulfills her desire for supreme power by becoming masculine ''. Dundes also observed that Ursula reverts to being feminine once she is impaled. In her book Tales, Then and Now : More Folktales as Literary Fictions for Young Adults, author Anna E. Altmann compared Ursula to Satan because both Ariel and Triton `` sign a contract... with her '' ; James Plath of Movie Metropolis described Ursula 's contract as `` a Mephistophelean bargain. '' Much like Satan, Ursula was banished from Triton 's palace, similar to the way in which Lucifer was exiled from heaven. Felix Vasquez of Cinema Crazed believes that Ursula `` is evil just for the sake of being evil ''. Writing for the Disney Archives, Dave Smith observed that Ursula `` has the gross unsubtlety of Ratigan from ' The Great Mouse Detective ' but substantially more brio. '' Describing Ursula as `` Bejeweled and lip - pouting like an overweight, over-rich, over-pampered, over-the - top society hostess gone mad, '' Smith perceived the character as `` all flair, flamboyance, and theatricality mixed with a touch of con - artistry '', citing wrath as her only genuine emotion. Additionally, Ursula tends to act as though she is performing for an audience. Jay Boyar of the Orlando Sentinel compared the character 's appearance to that of evangelist Tammy Faye. At times, Ursula tends to demonstrate stereotypically masculine physical traits. Describing the character as `` A campy sea witch with an insatiable thirst for power '', Rolling Stone 's David Ehrlich believes that Ursula resembles a child of Divine and Donald Trump. Some critics identify the character with body positivity. According to Michaela Glover of The Odyssey, `` Ursula portrays a bold business woman, not being afraid to show off her curves and use them, which defies the typical standards of beauty by also being a full figured woman. '' Appearances Film Ursula debuted in The Little Mermaid ( 1989 ) as a sea witch who is scheming to take advantage of the ambitions of King Triton 's youngest daughter Princess Ariel in order to usurp the throne. When Ariel saves and falls in love with a human named Prince Eric much to her father 's chagrin, Ursula temporarily grants Ariel 's wish to live as a human for three days in return for her voice. If she successfully earns a kiss from Eric by the end of the third day, Ariel will remain human permanently ; if she fails, she will turn back into a mermaid and belong to Ursula forever. However, Ursula is determined to sabotage Ariel 's and Eric 's budding romance at any cost ; when she realizes that Ariel and Eric are falling in love, Ursula transforms herself into a beautiful young woman named `` Vanessa '' and hypnotizes Eric, tricking him into agreeing to marry her instead. Ariel manages to thwart Ursula and Eric 's wedding. Eric realizes that it was Ariel who saved him when her voice returns to her and is about to kiss her, but as the sun sets Ariel transforms back into a mermaid and is captured by Ursula. Triton confronts Ursula and agrees to give up himself and his magical trident in return for Ariel 's freedom. Ursula then uses the trident to expand into monstrous proportions and attempts to kill Ariel and Eric, but Eric manages to impale Ursula with the splintered bowsprit of a wrecked ship, and she dies. With Ursula defeated, her power 's cease, Triton 's power is restored, and Ariel marries Eric once she is permanently transformed into a human. Television series Main article : The Little Mermaid ( TV series ) Ursula appears as the antagonist in four episodes of The Little Mermaid prequel television series : `` Against the Tide '', `` Tail of Two Crabs '', `` Heroes '' and `` Ariel 's Treasures ''. In all four episodes, she executes various plans to antagonize King Triton and take over Atlantica, but all fail. In the first two episodes, interaction between Ariel and Ursula is kept at a minimum, but in the later ones, Ariel and Ursula face each other more directly. The Little Mermaid II : return to the sea Main article : The Little Mermaid II : Return to the Sea Ursula does not appear in the direct - to - video film The Little Mermaid II : Return to the Sea because she is killed in the first film, but she is mentioned many times, mostly by her younger sister Morgana, also voiced by Pat Carroll. In the family portrait during the cut song `` Gonna Get My Wish '', Ursula was also depicted with light green skin similar to Morgana and their mother. In other Media Ursula appears in Disney park attractions such as the Fantasmic ! show debuted in 1992 at Disneyland Park, as one of the Disney Villains summoned to destroy Mickey Mouse. A massive Ursula Audio - Animatronic appears in The Little Mermaid ~ Ariel 's Undersea Adventure, a dark ride at Disney California Adventure, and Magic Kingdom. Ursula is a central character in the annual Halloween - themed fireworks show HalloWishes at the Walt Disney World Magic Kingdom Mickey 's Not - So - Scary Halloween Party `` hard ticket '' event. Ursula also appears at the tail end of the Little Mermaid unit in Walt Disney 's Parade of Dreams at Disneyland. In the Kingdom Hearts video game, Ursula appears as one of Maleficent 's co-conspirators, using the power of the Heartless to attack Atlantica and gain power. In this version of events, the official walkthrough states that Ursula was King Triton 's fortuneteller before she was banished. Ursula is eventually defeated by Sora, Ariel, Donald Duck and Goofy. In Kingdom Hearts : Chain of Memories, she appears as a facsimile created from Sora 's memories. In Kingdom Hearts II, Ursula mysteriously returns through the powers of darkness and appears to Ariel, and recreates her film role. As the film 's storyline is retold in the game, Ursula does not recognize Sora and company, and Ariel makes no mention of her defeat in the original Kingdom Hearts. In fact, when Ursula arrives to make the deal with Ariel, the latter reacts as though she has seen Ursula for the first time. Sora, however, does note that Ursula `` got what she deserved '' in the first game. At the story 's climax, she is defeated when Eric hurls the trident straight through Ursula 's chest, destroying her seemingly once and for all. However, she reappears in the Kingdom Hearts 3D : Dream Drop Distance, confronting Sora and Riku out at sea in her giant form from the end of the movie. The game gives conflicting hints on whether or not this Ursula is the `` real one, '' and serves a very small role, providing the tutorial to the game 's battle system and delivering a line that foreshadows the plot of the game 's main antagonist, Xehanort. She has appeared for the concept art from Epic Mickey in 2010. When Ursula tries to kidnap Gremlin Gus, Mickey comes to the rescue and saved him from trying to let go of her clutches. Ursula appeared occasionally in the animated television series Disney 's House of Mouse ( 2001 ) as one of Mickey 's guests at the night club. In the feature film Mickey 's House of Villains she participated in the musical number `` It 's Our House Now '' alongside other Disney villains, and is one of Jafar 's henchmen. In 2016 Rebel Wilson performed the role of Ursula at a stripped - down concert version of The Little Mermaid at the Hollywood Bowl, which featured the songs from the film and four songs from the Broadway musical. Wilson was praised for her performance, which was described by The Huffington Post as `` pitch perfect ''. Books Ursula has appeared in various Disney Press novels and tie - ins for the franchise. A comic book series `` Disney 's The Little Mermaid '' was released in 1992, revolving around the adventures of Ariel living under the sea as a mermaid. Ursula appears in a few issues, notably `` Serpent Teen '', which depicts how Ursula obtained the sea serpent carcass that makes her home. My Side of the Story : Ursula ( 2004 ) retells the plot of the film from Ursula 's point of view, and depicts Ursula having romantic feelings for Triton. The Villain Files ( 2005 ) depicts Ursula 's youth living in Triton 's castle while Ariel was a baby. Ursula is a main character in the 2016 young adult novel Poor Unfortunate Soul : A Tale of the Sea Witch by Serena Valentino. The novel is the third entry of the `` Villains '' series, a shared universe that crosses over various theatrical Disney films including Beauty and the Beast, Snow White and the Seven Dwarfs and Sleeping Beauty. In this novel, Ursula is King Triton 's younger sister who was betrayed by him as a child for choosing a tentacled form instead of a mermaid 's tail, and grew up as a human in the town of Ipswich with an adoptive human father. Ursula returned to the sea when her adopted father was killed by the townsfolk for protecting her, but was denied her inheritance by Triton and banished to the shadows. Ursula conspires with three other witches to steal Triton 's soul and become ruler of all the seas, but is ultimately defeated. Broadway musical Main article : The Little Mermaid ( musical ) In the musical version of the original film, Sherie Rene Scott originated the live role, which she played until January 25, 2009. Other actresses who have played the role are Heidi Blickenstaff and Faith Prince. In this version, Ursula is King Triton 's sister, a concept for the original film that was eventually dropped. When Ursula and Triton 's father died, the pair were given equal share of the sea plus two magical items : Triton received the trident while Ursula received the magic Nautilus shell. Though the two were meant to rule the seas together, Ursula 's greed and use of dark magic to usurp Triton led to her being banished. The desire for revenge and power is her motivation for the show. The musical 's plot is similar to the film, with the exceptions that Ursula does n't transform into Vanessa, and Ursula is ultimately defeated by Ariel, when the mermaid destroys the Nautilus shell that contains Ursula 's power. In the revamped version of the musical developed by Glenn Casale in 2012, this backstory was changed to Ursula and Triton being the seventh and eighth of eight siblings. Ursula killed their older siblings one by one until she became a queen, and she forgot about Triton until he became old enough to depose her and become king. Ursula 's motivation for revenge otherwise remains similar to the original book of the musical, with the addition that she was the one who killed Ariel 's mother. In addition to her song from the film, Alan Menken and Glenn Slater wrote new songs for Ursula : `` I Want the Good Times Back '', which introduces Ursula and her backstory, `` I Want the Good Times Back ( reprise ) '', where Ursula orders Flotsam and Jetsam to sabotage Ariel 's attempt to get Eric to kiss her, and a reprise of `` Poor Unfortunate Souls '', where Ursula forces Triton to sign a deal and claims the trident. An additional song was written for Ursula during the workshop stage, `` Wasting Away '', but this was replaced by `` I Want the Good Times Back ''. Emily Skinner provided vocals for Ursula in the workshop. In the 2012 revamped version of the musical, `` I Want the Good Times Back '' is replaced with a new song, `` Daddy 's Little Angel ''. Once Upon a time Ursula the Sea Witch Once Upon a Time character First appearance `` Heroes and Villains '' ( 4.11 ) Last appearance `` Best Laid Plans '' ( 4.16 ) Created by Edward Kitsis & Adam Horowitz Portrayed by Merrin Dungey Tiffany Boone ( young ) Information Aliases Sea Witch Species Cecaelia Title Queen of Darkness Family Poseidon ( father ) Centric episodes `` Darkness on the Edge of Town '' `` Poor Unfortunate Soul '' Two live - action versions of Ursula appear in the ABC television series Once Upon a Time. The Sea Goddess Ursula the Sea Goddess appears in Season 3, where she is voiced by Yvette Nicole Brown. In the episode `` Ariel '', Ursula is described as a sea goddess whom no one has seen for a thousand years. According to Ariel, Ursula gave merfolk the ability to gain legs once a year, when the tide is highest. Ariel uses this ability to visit Prince Eric at his castle, where he is having a ball honoring Ursula. Later, the Evil Queen ( Lana Parrilla ) disguises herself as Ursula in order to make a deal with Ariel and trick her into capturing Snow White. This physical disguise includes short white hair and tentacles, similar to Ursula 's animated appearance. Although the Queen considers Ursula to be `` a long - dead octopus '', she is shocked when the real Ursula possesses a statue and warns the queen not to impersonate her again. The Sea Witch Ursula the Sea Witch is an antagonist who appears in the second half of Season 4, where she is portrayed as an adult by Merrin Dungey, and as a teenager by Tiffany Boone. The episodes `` Heroes and Villains '' and `` Darkness on the Edge of Town '' contain flashbacks to the Enchanted Forest past, where Ursula teamed up with fellow witches Maleficent ( Kristin Bauer van Straten ) and Cruella De Vil ( Victoria Smurfit ). The three of them worked together to try to defeat the heroes and find their happy endings, but failed. In the episode `` Best Laid Plans '', while trying to rescue Maleficent 's baby from Snow and Charming, Ursula and Cruella fell into a portal that lead into the non-magical world. Three decades later, in modern day New York, Ursula is working as a cleaner in an aquarium when she is recruited by Rumplestiltskin, who also reunites her with Cruella. Ursula, Cruella and Rumplestiltskin then trick their way into entering the magical town of Storybrooke. In the episode `` Unforgiven '', they resurrect Maleficent to join their group. The episode `` Poor Unfortunate Soul '' contains further flashbacks to Ursula 's youth, when she was a teenage mermaid living under the sea with her father King Poseidon ( Ernie Hudson ). Ursula was gifted with a beautiful voice, which Poseidon wanted her to use to lure pirates to their death, in order to avenge the murder of Ursula 's mother at the hands of an unnamed pirate. Ursula refused and instead befriended a pirate, Captain Hook ( Colin O'Donoghue ), who supported her desire for freedom. Ursula and Hook 's friendship fell apart when Hook sealed Ursula 's singing voice inside an enchanted shell, in order to punish Poseidon for destroying a weapon Hook wanted for himself. Ursula, angered and disappointed with both merfolk and humans, used Poseidon 's trident to transform her tail into tentacles, emulating the ancient sea goddess that she was named after. In the episode 's present time, a remorseful Hook makes a deal with Ursula to get her singing voice back. They are only successful when Ariel intercedes, bringing Poseidon to Storybrooke so that he and Ursula can reconcile, and the enchantment is broken. Having achieved her happy ending, Ursula then tells Hook the full plan Rumplestiltskin has for the heroes, and afterward returns to the sea with her father. Descendants 2 Main article : Descendants 2 Ursula makes an appearance in the movie, voiced by Whoopi Goldberg. In the film, her daughter Uma is the main antagonist. During one scene, Ursula whips her tentacle out from the kitchen of her Fish and Chips shop and yells at Uma to stop singing and come wash the dishes. 20 years prior of the movie, Ursula had been banished on the Isle of the Lost with other villains. It 's also revealed that Ursula and Maleficent had a rivalry on who gets to be the ruler of the island. Now, she has a daughter named Uma, who is feisty and manipulative just like her mom and she works at her mother 's fish and chips shop. Uma and her archenemy, Mal, who is Maleficent 's daughter, have a heated rivalry on the island. On Rise of the Isle of the Lost, Uma befriends with Harry, son of Captain Hook, who 's also Uma 's first mate at her pirate crew and Gil, son of Gaston, who 's also in Uma 's pirate crew. Uma, Harry and Gil are on quest to find King Triton 's trident to get out of the island for good until Mal retrieve it and Uma swears that she will get her revenge on Mal. Reception Critical response Ursula has earned a positive reception from entertainment critics. When The Little Mermaid was first released in 1989, film critics and audiences alike immediately embraced Ursula as one of Disney 's best villains, as well as one of the studio 's strongest and most powerful villains in several years. Film critic Roger Ebert dubbed Ursula Disney 's `` most satisfying villainess since '' Snow White and the Seven Dwarfs ' Evil Queen, who debuted in 1937. Critics agree that Ursula played an important role in the overall success of The Little Mermaid. Samantha Rullo of Bustle reviewed Ursula as a `` way more interesting '' character than Ariel herself, while praising her for `` rocking the best hair and makeup of any Disney villain. '' Also writing for Bustle, Caitlyn Callegari appreciated Ursula for `` tell ( ing ) it like it is. '' Jay Boyar of the Orlando Sentinel hailed Ursula as `` A total success '' despite sharing some similarities with previous Disney villains. Janet Maslin of The New York Times described Ursula as `` a fabulously campy creation embodying the film 's well - developed sense of mischief. '' Describing the character as an `` inventive high - camp villainess, '' the New York Daily News ' Kathleen Carroll cited Ursula as a prime example of the film 's `` outstanding '' animation. Hailing the character as `` a visual feast, '' Variety considered Ursula to be among `` the film 's more inspired inventions ''. `` Actress Pat Carroll and the Ursula animators pump astonishing gobs of rotten - flirty menace and perversity into Witch Ursula, who looks a bit like the late actor Divine pasted over with an evil Jack Nicholson leer and squeezed into a cleavage - popping black evening gown, tailing off startlingly into eight squiggling black octopus tentacles. With her pet moray eels, she is a genuine nightmare, an obese lavender voluptuary peeling off lines like `` Life 's full of hard choices... I' n't it ? '' with blowzy relish or erupting from the ocean like Moby Dick on bonbons. '' -- The Los Angeles Times ' Michael Wilmington William Thomas of Empire described Ursula as `` truly quake - inducing '', while Time 's Eliana Dockterman enjoyed the fact that, unlike previous Disney villains, `` Ursula does n't even pretend to be good... Right off the bat, she owns her evil witchiness ''. Kilmeny Fane - Saunders, writing for Radio Times, warned parents that Ursula could possibly frighten young children. However, The Huffington Post 's Hilary Sheinbau believes that `` there are many of these people who walk... talk and strive among us '', concluding, `` it 's important for kids to know that not everyone is going to look out for their best interests, however tempting some offers may be. '' Metro 's Duncan Lindsay agreed that Ursula teaches children `` that binding contracts are a necessary part of every deal. We can thank her for all of our business sense as we are always sure to triple check that paperwork when... securing deals. '' Dave Smith of the Disney Archives wrote, `` When anger does bring out her true emotion, the effects are staggering. Her look of stark hatred, even while her face is still human, must certainly have brought nightmares to young children. And when she finally changes into a giant, towering up through the waves and over puny mortals, the embodiment of fury is quite breathtaking. '' Smith concluded, `` Earlier we may have chuckled at her villainy ; at this moment, there is no laughter... only genuine fear. '' Meanwhile, SMOSH 's Francesco Marciuliano praised the character as `` one of the most gleefully evil characters Disney has ever created. '' Carroll 's vocal performance as Ursula has been met with similar praise. Michael Wilmington of the Los Angeles Times predicted that the actress `` will make ( the film ) a hit ''. Roger Hurlburt of the Sun - Sentinel enthused, `` If Academy Awards were given for vocal talents, then Pat Carroll... certainly is deserving. '' Hurlburt went on to extol Carroll as `` a tour de force... making such previous Disney villainesses -- Cruella de Ville ( sic ) ( 101 Dalmatians ) and the Evil Queen ( Snow White ) -- pale in comparison '', while the Deseret News ' Chris Hicks described her performance as `` delightful ''. To - date, Carroll 's interpretation of Ursula remains so respected that it has ultimately eclipsed her previous body of work as an actress, of which she is `` most proud '' nonetheless, not minding that she is associated with the role almost exclusively. Carroll explained that she continues to sign autographs `` Dear Sweetlips : I hug you with my tentacles. Oceans of love, Ursula. ' And then, underneath, in parentheses, I put ' Pat Carroll, ' very small '' because her fans are more likely to identify with her character than her. Accolades and legacy Revered as a fan favorite, Ursula has established herself as one of Disney 's most iconic characters ; she is widely regarded as one of the studio 's `` classic '' villains. Author Corey Sandler described Ursula as a popular `` anti-favorite '' in his book Econoguide Disneyland Resort, Universal Studios Hollywood : And Other Major Southern California Attractions Including Disney 's California Adventure. The character 's impact as a villainness has ultimately eclipsed those of her predecessors. According to Laura Rosenfeld of Tech Times, Ursula has had the most profound influence out of all animated characters in the Disney canon. The character is considered to be one of the greatest Disney villains of all - time, and continues to be ranked highly on countdown lists compiled by various publications. Ursula topped E ! 's Disney villains ranking ; author John Boone concluded that `` There will never be a Disney villain more wickedly wonderful than '' Ursula. Yahoo ! Movies ranked Ursula third, praising her `` for being the first female Disney baddie to get her own song. '' On The Huffington Post 's `` Definitive Ranking Of 25 Classic Disney Villains '', Ursula was also ranked third. About.com placed the character at number four in the website 's `` Top 10 Disney Villains '' article. Babble.com ranked the character the fifth greatest Disney villain `` From Bad to Worst ''. Moviefone ranked Ursula seventh on the website 's list of the thirty greatest Disney villains of all - time. TVOvermind also ranked Ursula seventh in its article `` Ranking the Top 10 Animated Disney Villains ''. Recognizing Ursula among `` 8 Disney villains who are better than the heroes '', Beamly 's Sophie Hall believes that the character `` had more charisma than Ariel ''. By extension, Ursula is also often considered to be among the greatest animated villains of all - time. Sky Movies included the character on the website 's list `` Despicable Them : Top Animated Villains ''. The Toronto Sun ranked Ursula the third `` top animated ( villain ) of all time ''. Ursula is also considered to be one of Disney 's most terrifying villains. Oh My Disney ranked Ursula 's line `` Triton 's daughter will be mine and then I 'll make him writhe. I 'll see him wriggle like a worm on a hook ! '' the fifth `` Most Sinister Disney Villain Quote ''. Meanwhile, Rolling Stone included the climactic sequence in which Ursula grows into a giant on the magazine 's list of the `` 12 Scariest Moments in Kids ' Films '', comparing the sequence to the iconic shower scene in the horror film Psycho ( 1960 ), while BuzzFeed ranked the character 's death fifth on the website 's `` Definitive Ranking Of The Most Horrific Disney Villain Deaths ''. In the wake of the release of Maleficent ( 2014 ), a live - action remake of Disney 's Sleeping Beauty ( 1959 ) told from the perspective of the film 's villain, several publications voted for Ursula among Disney villains who deserve to star in their own films, including Yahoo ! Movies, MTV, Bustle and the New York Post. David Crow of Den of Geek selected actor John Travolta as his first choice for the role of Ursula because of his drag performance as Edna Turnblad in the film Hairspray ( 2007 ), a role actually originated by Divine, the actor upon whose appearance Ursula 's design was based. Ursula 's body type has been positively embraced by the public ; the character has since been recognized as a symbol of body positivity. HelloGiggles believes that `` Ursula has the most positive body image '' out of all of Disney 's villainnesses : `` She may not be a size zero, like the other villains and heroines, but she 's equally as confident. She is sexy, she is glamorous and she shows of her curves with no apology. '' From 2007 onwards, Disney launched an advertising campaign called Disney Dreams Portraits featuring celebrities dressed up as various Disney characters and photographed Annie Leibovitz ; Queen Latifah was photographed as Ursula for this campaign in 2011. In 2012 Disney released a Disney Villain line of dolls and make - up, and its revamped imagery was criticized for `` slimming down '' of Ursula to make her `` marketable '' and ignoring body diversity. For Halloween of 2013, Amber Riley portrayed Ursula in a celebrity parody / tribute of `` Cell Block Tango '' from Chicago titled `` Spell Block Tango '', directed by Todrick Hall, which was praised for its highlighting Disney villains. Lady Gaga wore an Ursula - inspired dress during ArtRave : The Artpop Ball. In the 2015 season of Dancing with the Stars, Rumer Willis dressed up as Ursula to perform a samba set to `` Poor Unfortunate Souls ''. As arguably `` the most famous example of a direct tie to the LGBT community, '' Ursula has also become something of a gay icon, due in part to sharing Divine 's appearance and personality. References ^ Jump up to : Minow, Nell. `` Interview : Ron Clements and John Musker of `` The Little Mermaid '' ``. Beliefnet. Beliefnet, Inc. Retrieved April 1, 2016. ^ Jump up to : Susman, Gary ( November 14, 2014 ). `` ' The Little Mermaid ' Facts : 25 Things You Did n't Know About the Disney Masterpiece ''. Moviefone. Aol Inc. Retrieved April 1, 2016. ^ Jump up to : Duncan, Amy ( March 15, 2010 ). `` 10 things you probably did n't know about The Little Mermaid ''. Metro. Retrieved April 1, 2016. Jump up ^ `` 15 Exciting Facts About The Little Mermaid You Never Knew ! ''. EMGN. Retrieved April 1, 2016. ^ Jump up to : Brandon, Emily ( 2014 ). `` 15 THINGS YOU DIDN 'T KNOW ABOUT THE LITTLE MERMAID ''. Oh My Disney. Disney. Retrieved April 1, 2016. Jump up ^ `` Ursula -- The Little Mermaid ( 1989 ) ''. Disney Villains. Disney Villains. Retrieved April 20, 2016. Jump up ^ Thorpe, JR ( February 25, 2015 ). `` 9 Ways The Original ' Little Mermaid ' By Hans Christian Andersen Is Actually Seriously Disturbing ''. Bustle. Retrieved April 22, 2016. ^ Jump up to : Altmann, Anna E ( 2001 ). Tales, Then and Now : More Folktales as Literary Fictions for Young Adults. United States : Libraries Unlimited. p. 194. ISBN 9781563088315. ^ Jump up to : James, Emma. `` The Evolution of the Little Mermaid ''. Teen Ink. Emerson Media. Retrieved April 25, 2016. ^ Jump up to : Fruzińska, Justyna ( 2014 ). Emerson Goes to the Movies : Individualism in Walt Disney Company 's Post-1989 Animated Films. United Kingdom : Cambridge Scholars Publishing. p. 69. ISBN 9781443869157. ^ Jump up to : Malach, Maggie ( August 28, 2015 ). `` 10 Disney Characters Who Were Almost Voiced By an A-Lister ''. Mental Floss. Mental Floss, Inc. Retrieved April 2, 2016. ^ Jump up to : Perkins, Will ( May 27, 2014 ). `` 5 Disney Villains Who Deserve Their Own Movies ''. Yahoo ! Movies. Retrieved April 28, 2016. Jump up ^ `` 17 Things You Probably Did n't Know About Disney 's `` The Little Mermaid '' ``. BuzzFeed. BuzzFeed, Inc. December 4, 2012. Retrieved April 1, 2016. Jump up ^ Van de Wall, Virginia ( October 1, 2013 ). `` 10 Totally Mind - Blowing Facts About ' The Little Mermaid ' ''. J - 14. Retrieved April 1, 2016. ^ Jump up to : Oneill, Therese ( October 28, 2015 ). `` 11 Things You Might Not Know About ' The Little Mermaid ' ''. Mental Floss. Mental Floss, Inc. Retrieved April 1, 2016. ^ Jump up to : Hicken, Jackie ( June 17, 2014 ). `` 50 things you might not know about your favorite Disney films, 1989 - 1997 edition ''. Desert News. Retrieved April 1, 2016. Jump up ^ `` Pat Carroll ''. Women 's International Center. Retrieved April 2, 2016. ^ Jump up to : Hill, Jim ( June 14, 2007 ). `` Why ( For ) Pat Carroll was n't actually Disney 's first choice to voice Ursula in `` The Little Mermaid '' ``. Jim Hill Media. Retrieved March 4, 2016. ^ Jump up to : `` John Musker Question Countdown -- Number 7 ''. Howard Ashman. Shoptalk Ltd. Retrieved April 2, 2016. ^ Jump up to : hill, Jim ( March 15, 2015 ). `` Which 1980s TV Favorites Almost Voiced Ursula the Sea Witch for Disney 's The Little Mermaid ''. The Huffington Post. TheHuffingtonPost.com, Inc. Retrieved April 1, 2016. ^ Jump up to : Neuwirth, Allan ( 2013 ). Makin ' Toons : Inside the Most Popular Animated TV Shows and Movies. United States : Skyhorse Publishing, Inc. ISBN 9781621531975 -- via Google Books. Jump up ^ `` Making Of... The Little Mermaid Behind The Scenes ''. The 80s Movies Rewind. Fast-Rewind.com. Retrieved April 22, 2016. Jump up ^ Hill, Jim ( November 22, 2013 ). `` This ' Little Mermaid ' Has Legs : Disney Legend Jodi Benson Looks Back on 25 Years of Voicing the Character of Ariel ''. The Huffington Post. TheHuffingtonPost.com, Inc. Retrieved April 2, 2016. ^ Jump up to : Perkins, Will ( May 29, 2014 ). `` Ranking the 12 most famous Disney villains from worst to best ''. Yahoo ! Movies. Retrieved April 23, 2016. ^ Jump up to : Bell, Elizabeth ; Haas, Lynda ; Sells, Laura ( 1995 ). From Mouse to Mermaid : The Politics of Film, Gender, and Culture. United States : Indiana University Press. p. 182. ISBN 9780253209788. ^ Jump up to : Dart, Chris ( January 19, 2016 ). `` Read This : How Divine inspired Ursula The Sea Witch ''. A.V. Club. Onion Inc. Retrieved April 1, 2016. ^ Jump up to : Portolan, Daniel ( March 9, 2015 ). `` ( WATCH ) Things you probably did n't know about `` The Little Mermaid '' ``. Moviepilot. Retrieved April 20, 2016. Jump up ^ Min, Lilian ( September 20, 2013 ). `` 17 Things You Did n't Know About ' The Little Mermaid ' ''. Yahoo !. Retrieved April 1, 2016. ^ Jump up to : Pinsky, Mark I. ( 2004 ). The Gospel according to Disney : Faith, Trust, and Pixie Dust. United Kingdom : Westminster John Knox Press. p. 140. ISBN 9781611644272. Jump up ^ `` Glen Keane Interview August 22, 1990 ''. AimeeMajor.com. August 22, 1990. Retrieved April 25, 2016. Jump up ^ `` The Little Mermaid : Platinum Edition DVD Review ''. DVDizzy.com. DVDizzy.com. October 3, 2006. Retrieved April 23, 2016. ^ Jump up to : Franks - Allen, Sara. `` 10 Things You Did n't Know About Disney 's ' The Little Mermaid ' ''. The FW. SCREENCRUSH NETWORK. Retrieved April 1, 2016. ^ Jump up to : `` Happy 26th birthday to The Little Mermaid ! Here are a few facts you did n't know ''. Deadite Den. November 18, 2015. Retrieved April 22, 2016. Jump up ^ Mackie, Drew ( November 14, 2014 ). `` Celebrate 25 Years of The Little Mermaid with 25 Things Even Superfans May Not Know ''. People. Time Inc. Retrieved April 22, 2016. Jump up ^ `` Creating a Disney Classic -- Interview with John Musker & Ron Clements, writers & directors of The Little Mermaid ! ''. Jet - Setting Mom. JETSETTING MOM. September 11, 2013. Retrieved April 25, 2016. ^ Jump up to : Rosenfeld, Laura ( November 17, 2014 ). `` Why Ursula From ' The Little Mermaid ' is the Scariest Disney Villain ''. Tech Times. TechTimes Inc. Retrieved May 26, 2016. Jump up ^ Collins, Jim ; Collins, Ava Preacher ; Radner, Hilary ( 2012 ). Film Theory Goes to the Movies : Cultural Analysis of Contemporary Film. United Kingdom : Routledge. p. 286. ISBN 9781135216450. ^ Jump up to : Nusair, David. `` Top 10 Disney Villains ''. About.com. About.com. Retrieved April 23, 2016. ^ Jump up to : `` Ranking the Top 10 Animated Disney Villains ''. TVOvermind. TVOvermind. March 30, 2016. Retrieved April 25, 2016. Jump up ^ Eguizabal, William ( June 1, 2014 ). `` Top Ten : Disney Animated Villains ! ''. Moviepilot. Retrieved May 10, 2016. Jump up ^ Nouryeh, Elizabeth ( March 7, 2016 ). `` The 10 Best ( Worst ) Disney Villains ''. The Odyssey. Olympia Media Group. Retrieved April 25, 2016. ^ Jump up to : Schmeink, Lars ; Böger, Astrid ( 2012 ). Collision of Realities : Establishing Research on the Fantastic in Europe. Germany : Walter de Gruyter. p. 140. ISBN 9783110276718. ^ Jump up to : Stampler, Laura ; Dockterman, Eliana ( November 17, 2014 ). `` The Little Mermaid : Not as Sexist as You Thought It Was ''. Time. Time Inc. Retrieved April 22, 2016. ^ Jump up to : Foutch, Haleigh ( April 24, 2016 ). `` Disney 's 9 Most Wicked Animated Villains ''. Collider.com. COMPLEX MEDIA INC. Retrieved May 10, 2016. Jump up ^ Thompson, Gary ( November 17, 1989 ). `` Back To The Drawing Boards Disney Regains Form With ' Mermaid ' Tale ''. Philly.com. Retrieved April 6, 2016. Jump up ^ Bishop, Mardia J. ( 2009 ). Mommy Angst : Motherhood in American Popular Culture : Motherhood in American Popular Culture. United States : ABC - CLIO. p. 33. ISBN 9780313375316. ^ Jump up to : Dundes, Alan ( 2008 ). Bloody Mary in the Mirror : Essays in Psychoanalytic Folkloristics. United States : Univ. Press of Mississippi. pp. 64 -- 67. ISBN 9781604731873. ^ Jump up to : Wasko, Janet ( 2013 ). Understanding Disney : The Manufacture of Fantasy. United States : John Wiley & Sons. ISBN 9780745669045. ^ Jump up to : Hall, Sophie ( July 9, 2015 ). `` 8 Disney villains who are better than the heroes ''. Beamly. Retrieved April 25, 2016. Jump up ^ Holland, Peter ( 2003 ). Shakespeare Survey : Volume 56, Shakespeare and Comedy : An Annual Survey of Shakespeare Studies and Production. England : Cambridge University Press. p. 158. ISBN 9780521827270. Jump up ^ Watkins, Gwynne ( November 18, 2014 ). `` It 's Time to See ' The Little Mermaid ' as a Feminist Film ''. Yahoo !. Retrieved April 23, 2014. Jump up ^ Davis, Amy M ( 2014 ). Handsome Heroes and Vile Villains : Masculinity in Disney 's Feature Films. 2014 : Indiana University Press. p. 170. ISBN 9780861969074. ^ Jump up to : Plath, James ( September 28, 2013 ). `` THE LITTLE MERMAID - 3D Blu - ray review ''. Movie Metropolis. Movie Metropolis. Archived from the original on February 8, 2014. Retrieved April 25, 2016. Ursula -- one of the stronger Disney villains in the past several decades -- gets her to sign on the dotted line of a Mephistophelean bargain. CS1 maint : Unfit url ( link ) Jump up ^ Vasquez, Felix ( September 30, 2013 ). `` The Little Mermaid ( 1989 ) ''. Cinema Crazed. Cinema Crazed. Retrieved April 18, 2016. ^ Jump up to : Smith, Dave. `` Ursula ''. Disney Archives. Disney. Archived from the original on March 31, 2010. Retrieved April 19, 2016. CS1 maint : Unfit url ( link ) ^ Jump up to : Boyar, Jay ( August 8, 1999 ). `` Dive Into Disneys Delightful ' Mermaid ' ''. Orlando Sentinel. Retrieved September 14, 2014. ^ Jump up to : `` The Little Mermaid ''. Three Movie Buffs. Three Movie Buffs. January 21, 2015. Retrieved April 25, 2016. ^ Jump up to : Ehrlich, David ( October 19, 2015 ). `` 12 Scariest Moments in Kids ' Films ''. Rolling Stone. Rolling Stone. Retrieved April 25, 2016. Jump up ^ Glover, Michaela ( December 27, 2015 ). `` Why Disney Female Villains Are Iconic Feminists ''. The Odyssey. Olympia Media Group. Retrieved April 26, 2016. Jump up ^ Jamie Mitchell ( 2002 ). Mickey 's House of Villains ( Television production ). USA : Walt Disney Television Animation. Jump up ^ Riley, Jenelle ( 2016 - 06 - 04 ). `` L.A. Theater Review : ' The Little Mermaid in Concert ' at the Hollywood Bowl ''. Variety.com. Retrieved 2016 - 06 - 22. Jump up ^ Cuccinello, Hayley ( 2016 - 06 - 06 ). `` Rebel Wilson Is The Ursula We Always Wanted In ' The Little Mermaid Live ' ''. Retrieved 2016 - 06 - 22. Jump up ^ Peter David ( w ), Bill Fugate ( p ), Dave Hunt ( i ). Serpent Teen 1 ( 1992 ), Walt Disney Magazine Publishing Group Jump up ^ Skinner, Daphne ( 2004 ). My Side of the Story : Ursula. New York : Disney Press. ISBN 0 - 7868 - 3503 - 6. Jump up ^ Pringle, Betsy Henry ( 2005 ). Disney Villains : The Top Secret Files. New York : Disney Press. ISBN 0 - 7868 - 3603 - 2. Jump up ^ `` Poor Unfortunate Soul : A Tale of the Sea Witch ''. amazon.com. Retrieved 2016 - 04 - 10. Jump up ^ `` Serena Valentino ( official website ) : Poor Unfortunate Soul ''. Retrieved 2016 - 04 - 10. Jump up ^ Valentino, Serena ( 2016 ). Poor Unfortunate Soul. Disney Press. ISBN 9781484724057. Jump up ^ ( 2006 ) Treasures Untold : The Making of Disney 's ' The Little Mermaid ( Documentary featurette ). Bonus material from The Little Mermaid : Platinum Edition DVD. Walt Disney Home Entertainment. ^ Jump up to : Lassell, Michael ( 2009 ). The Little Mermaid : A Broadway Musical - From the Deep Blue Sea to the Great White Way. Disney Editions New York. ISBN 978 - 1 - 4231 - 1272 - 3. Jump up ^ Hill, Jim ( 2014 - 07 - 23 ). `` How Glenn Casale Helped The Little Mermaid Find Her Feet After This Disney Stage Show Stumbled on Broadway ''. Huffington Post. Retrieved 2016 - 08 - 05. Jump up ^ Brooks, Larry ( December 19, 2014 ). `` Ernie Hudson To Play Poseidon On Once Upon a Time ''. deadline.com. Deadline. Retrieved February 3, 2015. Jump up ^ `` THE LITTLE MERMAID ( 1989 ) ( 3D Blu - ray combo ) ''. Family Home Theater. October 1, 2013. Retrieved April 18, 2016. Ursula -- one of the stronger Disney villains in the past several decades -- gets her to sign on the dotted line of a Mephistophelean bargain. Jump up ^ Ebert, Roger ( November 17, 1989 ). `` THE LITTLE MERMAID ''. Roger Ebert. Ebert Digital LLC. Retrieved April 23, 2016. Jump up ^ Putman, Dustin ( October 1, 2013 ). `` The Little Mermaid ( 1989 ) ''. TheBluFile. Dustin Putman. Retrieved April 18, 2016. ^ Jump up to : Rullo, Samantha ( May 29, 2014 ). `` 6 Disney Villains With More Movie Potential Than ' Maleficent ' ''. Bustle. Retrieved April 26, 2016. ^ Jump up to : Callegari, Caitlyn ( May 28, 2014 ). `` Angelina Jolie 's ' Maleficient ' Premiere Is Upon Us : Gear Up With Our Top 10 Favorite Villains ''. Bustle. Retrieved April 28, 2016. Jump up ^ Maslin, Janet ( November 15, 1989 ). `` The Little Mermaid ( 1989 ) Review / Film ; Andersen 's ' Mermaid, ' by Way of Disney ''. The New York Times. The New York Times Company. Retrieved September 14, 2014. Jump up ^ Carroll, Kathleen ( November 15, 1989 ). `` ' The Little Mermaid ' is a must sea : 1989 review ''. New York Daily News. NYDailyNews.com. Retrieved April 6, 2016. Jump up ^ `` Review : ' The Little Mermaid ' ''. Variety. Variety Media, LLC. December 31, 1988. Retrieved April 20, 2016. Jump up ^ Thomas, William ( January 1, 2000 ). `` The Little Mermaid Review ''. Empire. Retrieved April 23, 2016. Jump up ^ Fane - Saunders, Kilmeny ( 1989 ). `` The Little Mermaid ''. Radio Times. Immediate Media Company. Retrieved April 6, 2016. Jump up ^ Sheinbaum, Hilary ( September 22, 2012 ). `` Why My Kids Will Not Be Watching The Little Mermaid ''. The Huffington Post. TheHuffingtonPost.com, In. Retrieved April 22, 2016. Jump up ^ Lindsay, Duncan ( June 20, 2015 ). `` 12 valuable lessons Disney villains taught all children ''. Metro. Retrieved April 25, 2016. ^ Jump up to : Marciuliano, Francesco ( 2014 ). `` 6 Disney Villains That Should Get Their Own Movies ''. SMOSH. Defy Media, LLC. Retrieved May 9, 2016. Jump up ^ Wilmington, Michael ( November 15, 1989 ). `` MOVIE REVIEW : ' Little Mermaid ' Makes Big Splash ''. Los Angeles Times. Los Angeles Times. Retrieved September 14, 2014. Jump up ^ Hurlburt ( November 17, 1989 ). `` ` Mermaid ` Is Magic ''. Sun - Sentinel. Roger. Retrieved September 19, 2014. Jump up ^ Hicks, Chris ( November 14, 1997 ). `` Film review : Little Mermaid, The ''. Deseret News. Retrieved September 14, 2014. Jump up ^ `` Top Ten Animated Disney Villains ''. Box Office Scoop. BoxOfficeScoop.com. January 14, 2014. Retrieved April 26, 2016. Ursula is a truly iconic character in the Disney franchise. ^ Jump up to : Burdette, Kacy ; France, Lisa Respers ( October 16, 2013 ). `` Disney 's scariest villains ''. CNN. Cable News Network. Retrieved April 26, 2016. ^ Jump up to : Duca, Lauren ( January 28, 2014 ). `` A Definitive Ranking Of 25 Classic Disney Villains ''. The Huffington Post. TheHuffingtonPost.com, Inc. Retrieved April 26, 2016. Jump up ^ Reese, Kyle ( June 11, 2009 ). `` 20 Greatest Classic Disney Villains ''. PopOptiq. PopOptiQ. Retrieved April 26, 2016. Jump up ^ Romano, Nick. `` 11 Classic Disney Villains, Ranked By How Well They 'd Survive In Jail ''. Cinemablend. Gateway Media News & Entertainment. Retrieved April 23, 2016. Jump up ^ Sandler, Corey ( 2007 ). Econoguide Disneyland Resort, Universal Studios Hollywood : And Other Major Southern California Attractions Including Disney 's California Adventure. United States : Globe Pequot. ISBN 9780762741670. Jump up ^ `` Pictures : Best Disney villains ''. Orlando Sentinel. Retrieved May 6, 2016. Jump up ^ Mauney, Matt ( May 30, 2014 ). `` The 30 greatest Disney villains of all time ''. Orlando Sentinel. Retrieved May 26, 2016. Jump up ^ Boone, John ; Mullins, Jenna ( May 15, 2014 ). `` All of the Disney Villains, Ranked ''. E !. Entertainment Television, LLC. Retrieved April 23, 2016. Jump up ^ Castiglia, Carolyn ( 2013 ). `` THE TOP 15 DISNEY VILLAINS RANKED FROM BAD TO WORST ''. Babble.com. Disney. Retrieved April 23, 2016. ^ Jump up to : Susman, Gary ( May 25, 2014 ). `` Disney Villains : Ranking the Top 30 of All Time ''. Moviefone. Aol Inc. Retrieved April 23, 2016. Jump up ^ Goodwin, Sara ( September 17, 2015 ). `` Bad and Drawn That Way : The Seven Best Animated Female Villains ''. The Mary Sue. The Mary Sue. Retrieved April 26, 2016. Jump up ^ `` Despicable Them : Top Animated Villains ''. Sky Movies. Sky UK. Retrieved April 26, 2016. Jump up ^ Braun, Liz ( July 4, 2013 ). `` Our top animated villains of all time ''. Toronto Sun. Postmedia Network. Retrieved April 26, 2016. Jump up ^ `` THE DEFINITIVE RANKING OF THE MOST SINISTER DISNEY VILLAIN QUOTES ''. Oh My Disney. Disney. 2015. Retrieved April 24, 2016. Jump up ^ Grebey, James ; Nedd, Alexis ( July 25, 2014 ). `` A Definitive Ranking Of The Most Horrific Disney Villain Deaths ''. BuzzFeed. BuzzFeed, Inc. Retrieved April 26, 2016. Jump up ^ Myers, Janelle ( May 31, 2014 ). `` 7 DISNEY VILLAINS WHO WOULD MAKE THEIR OWN PRETTY WICKED MOVIES ''. MTV. Viacom International Inc. Retrieved April 26, 2016. Jump up ^ Miller, George E ( May 27, 2014 ). `` 5 Disney villains who should get their own movies ''. New York Post. Retrieved April 26, 2016. Jump up ^ Crow, David ( January 21, 2014 ). `` 6 Disney Villains Who Deserve Their Own Movie ''. Den of Geek. Retrieved April 27, 2016. ^ Jump up to : `` 6 Life Lessons I Learned From Disney Villains ''. HelloGiggles. July 22, 2014. Retrieved May 29, 2016. Jump up ^ Oldenburg, Ann ( March 3, 2011 ). `` Queen Latifah, Olivia Wilde become Disney characters ''. USAToday.com. Retrieved October 12, 2016. Jump up ^ Gray, Emma ( 2012 - 06 - 29 ). `` Disney Villains : Ursula Gets Slimmed Down For The New ' Designer Collection ' ''. Huffington Post. Retrieved 2009 - 12 - 23. Jump up ^ Leach, Michelle ( 2012 - 07 - 04 ). `` The Little Mermaid 's Ursula gets controversial makeover ''. She Knows Entertainment. Retrieved 2009 - 12 - 23. Jump up ^ Emmanuele, Juana ( 2013 - 10 - 28 ). `` 5 Reasons We Love the Disney Animation / ' Chicago ' Masup Video ' Spell Block Tango ' ''. Hollywood.com. Retrieved 2013 - 11 - 05. Jump up ^ Eby, Margaret ( 2013 - 10 - 30 ). `` Disney villains sing ' Chicago ' parody ' Spell Block Tango ' ''. New York Daily News. Retrieved 2013 - 11 - 05. Jump up ^ Boedeker, Hal ( 2015 - 04 - 14 ). `` Disney Night scores for ' Dancing, ' ABC ''. OrlandoSentinel. Retrieved 2015 - 04 - 15. Jump up ^ Morgan, Joe ( October 5, 2013 ). `` The 16 Disney characters you had no idea were gay ''. Gay Star News. Gay Star News. Retrieved May 29, 2016. Hans Christian Andersen 's `` The Little Mermaid '' Films The Daydreamer ( 1966 ) The Little Mermaid ( 1968 ) Hans Christian Andersen 's The Little Mermaid ( 1975 ) The Little Mermaid ( 1976 Czech film ) The Little Mermaid ( 1976 Russian film ) Mermaid ( 2007 ) The Little Mermaid ( 2018 ) Television Mahō no Mako - chan ( 1970 ) Adventures of the Little Mermaid ( 1991 ) The Idle Mermaid ( 2014 ) Other The Little Mermaid ( statue ) Mermaids The Lure Disney franchise Films The Little Mermaid ( 1989 ) The Little Mermaid II : Return to the Sea ( 2000 ) The Little Mermaid : Ariel 's Beginning ( 2008 ) Series The Little Mermaid ( 1992 -- 1994 ) episodes Characters Ariel Ursula Sebastian Music Albums The Little Mermaid Sebastian from The Little Mermaid Sebastian : Party Gras ! Songs from the Sea Splash Hits Songs `` Fathoms Below '' `` Part of Your World '' `` Under the Sea '' `` Poor Unfortunate Souls '' `` Les Poissons '' `` Kiss the Girl '' Related The Music Behind the Magic Adaptations Musical Once Upon a Time `` Ariel '' `` Dark Hollow '' `` The Jolly Roger '' `` Poor Unfortunate Soul '' Attractions Ariel 's Grotto Ariel 's Undersea Adventure King Triton 's Carousel of the Sea Mermaid Lagoon Scuttle 's Scooters Voyage of the Little Mermaid Video games The Little Mermaid Ariel the Little Mermaid Ariel 's Story Studio Disney 's The Little Mermaid Print Studio Disney 's The Little Mermaid Activity Center The Little Mermaid II : Pinball Frenzy Retrieved from `` https://en.wikipedia.org/w/index.php?title=Ursula_(The_Little_Mermaid)&oldid=837743034 '' Categories : The Little Mermaid ( franchise ) characters Kingdom Hearts characters Female characters in animation Female characters in film Female characters in television Fictional characters introduced in 1989 Fictional characters who use magic Fictional kidnappers Fictional octopuses Fictional shapeshifters Fictional witches Villains Witchcraft in film Hidden categories : CS1 maint : Unfit url Pages using deprecated image syntax Talk Contents About Wikipedia Dansk Español Français עברית Suomi Edit links This page was last edited on 22 April 2018, at 19 : 21. Text is available under the Creative Commons Attribution - ShareAlike License ; additional terms may apply. By using this site, you agree to the Terms of Use and Privacy Policy. Wikipedia ® is a registered trademark of the Wikimedia Foundation, Inc., a non-profit organization. About Wikipedia

Question: who was ursula the sea witch based on
Answer: based on the sea witch character who appears in the fairy tale "The Little Mermaid" by Hans Christian Andersen; the sea witch character who appears in the fairy tale "The Little Mermaid" by Hans Christian Andersen; the sea witch character who appears in the fairy tale "The Little Mermaid" by Hans Christian Andersen; American actor and drag queen Divine; the sea witch character who appears in the fairy tale "The Little Mermaid" by Hans Christian Andersen