Once Upon a Studio

***Once Upon a Studio*** is a 2023 live-action/traditional/CG/stop-motion hybrid short film directed by Dan Abraham and Trent Correy, produced by Walt Disney Animation Studios and released by Walt Disney Pictures. In this short film, Disney characters come to life from pictures hanging in the studio building following the end of a usual work day. Inspired by the studio's centennial on October 16, 2023, the short film was described as a "love letter" to Walt Disney Animation Studios by Correy and Abraham. The short's art style combines computer graphics, traditional animation, stop-motion, and live-action. The film is dedicated to Burny Mattinson, who passed away eight months before its release.

*Once Upon a Studio* premiered at the Annecy International Animation Film Festival on June 11, 2023, and had its first public showing on ABC on October 15, 2023, as part of *The Wonderful World of Disney: Disney's 100th Anniversary Celebration* before streaming on October 16, 2023 on Disney+ and Hulu. It will also be screening in theaters with *Wish* on November 22, 2023.

## Synopsis

In *Once Upon a Studio*, an all-star cast of beloved characters from Walt Disney Animation Studios assemble to take a group photo in honor of The Walt Disney Company's 100th anniversary, making for a joyful, entertaining, and emotional reunion. Featuring 875 characters from more than 200 feature-length and short films, *Once Upon a Studio* welcomes heroes, villains, princes, princesses, sidekicks and sorcerers in all-new hand-drawn, stop-motion and CG animation to celebrate 10 decades of storytelling, artistry, and technological achievements.

## Plot

Taking place at Walt Disney Animation Studios, its employees are leaving the building as their usual work day is done and Burny Mattinson imagines about the walls of the studio after talking with Don Bluth and an intern.

Inside the studio, Mickey and Minnie Mouse, Donald Duck, Porky Pig, Bugs Bunny, and Jerry Mouse, as seen in production cels for *Mickey's Birthday Party*, *TBD*, *My Favorite Duck*, *Fresh Hare*, and *The Lonesome Mouse*, respectively, comes to life, and Mickey calls Tinker Bell from *Peter Pan*. Mickey questions if all of the employees are gone, in which Tinker Bell nods with a yes. Excited, the characters jump out of the cels, and Minnie gets many characters from the studio's filmography with a "Yoo-Hoo" signal, traditionally, computer, and stop-motion animated while Bugs enlists Peter Pan to gather everyone from upstairs. Mickey reminds every character from the studio to take a group photo, all meeting in the lobby. Gags happen while everyone is getting ready:

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* Mr. Toad from *The Wind in the Willows* recklessly driving his motor car with Daffy Duck, Dodger from *Oliver and Company*, TBD, TBD, the title character from *Ted*, TBD, and three Minions from *Despicable Me* riding with him.
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* The title character from *Moana* searching for water for Flounder from *The Little Mermaid*, and with help from Merlin from *The Sword in the Stone* (who was at the Snuggly Duckling coffee area with his sugar bowl, Kaa from *The Jungle Book*, the Mad Hatter and the March Hare from *Alice in Wonderland*, Cogsworth from *Beauty and the Beast*, E.B. from *Hop*, Sam-I-Am and Guy-Am-I from *Green Eggs and Ham*, Oliver and the Artful Dodger from *Oliver Twist*, and Dr. Krunklehorn from *Meet the Robinsons*), he uses his magic to summon water in the Mad Hatter's hat for Flounder to swim in.
* Elsa from *Frozen* freezing the "plot twist villains" from their respective frames after a worried Anna and Poppy from *Trolls* ask if all of the villains will be show up and explain to Katie Mitchell from *The Mitchells vs. the Machines* about why they ask it.
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* Tweety hitting Lucifer from *Cinderella* with a broom.
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* The titular character from *Paddington* tries eating a marmalade sandwich, but Snipes from *Rock-a-Doodle* tries to steal it, but is stopped by Patou.
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* Ursula from *The Little Mermaid* being followed and annoyed by a love-struck Splat from *Strange World*.
* Cinderella and Prince Kit from *Cinderella* follow down the stairs, where Kit is the one to drop his shoe, much to their humor. Max picks up the shoe and runs off with it. Kit calls for Eric while Cinderella cheers for Max. Mickey was amused by this when he sees the Hungry Snake leading Clarabelle Cow with his hypnosis. He tries to get him to stop, but Rapunzel has it covered, hitting the Hungry Snake with her frying pan offscreen.

While all of this is happening, Mickey, Donald, Porky, Bugs, and Jerry look up at a photograph of studio co-founder Walt Disney and Mickey takes his hat off to fondly remember his legacy. Bugs reminds that everyone is at the lobby as Mickey speaks to the picture saying that they have to go.

Everyone is going outside to take the group photo with Mickey getting everyone together. However, things backfire as Goofy accidentally falls off the ladder, breaking the camera. Everyone prepares to leave in disappointment as the group photo is ruined. Just then, Alan-a-Dale from *Robin Hood* plays "When You Wish Upon a Star" on his lute joined in by Scat Cat from *The Aristocats* on his trumpet and Mirabel Madrigal from *Encanto* on her accordion. As everyone sings the song, the brooms from *Fantasia* sweep up Goofy's camera, Dr. Nefario from *Despicable Me* fixes Goofy's camera, Hercules puts the ladder back in position, and the Fairy Godmother from *Cinderella* uses her magic to help Goofy up the ladder while setting the camera up for the photo. Everyone is prepared as they sing the end of the song joined in by Asha from *Wish* and the Mallards from *Migration*. Tinker Bell then cuts the scene to the group photo and the film ends with a tagline "To all who imagined with us, laughed with us and dreamed with us, Thank You".

## Cast

* Burny Mattinson as himself (live-action / posthumous)
* Don Bluth as himself (live-action)

### Character voices

* Chris Diamantopoulos as Mickey Mouse
* Kaitlyn Robrock as Minnie Mouse
* Tony Anselmo as Donald Duck
* Bob Bergen as Porky Pig / Tweety
* Eric Bauza as Bugs Bunny / Daffy Duck
* Bill Farmer as Goofy
* Richard Kind as Tom Cat / Runt
* Rob Paulsen as Yakko Warner
* Billy West as Woody Woodpecker / Wally Walrus
* Kristen Bell as Anna
* Jodi Benson as Ariel / Thumbelina
* Ariana DeBose as Asha
* Chris Sarandon as Jack Skellington
* Josh Gad as Olaf
* Ginnifer Goodwin as Judy Hopps
* Jonathan Groff as Kristoff
* Jeremy Irons as Scar
* Steve Carell as Gru
* Pierre Coffin as the Minions
* Dwayne Johnson as Maui
* Nathan Lane as Timon / Snowbell
* Idina Menzel as Elsa
* Paige O'Hara as Belle
* Anika Noni Rose as Tiana
* Alan Tudyk as Mr. Toad / the Mad Hatter
* Tara Strong as Edmond
* Ben Whishaw as Paddington

#### Archival recordings

* William Hanna as Jerry Mouse / Tom Cat's yells
* Cliff Edwards as Jiminy Cricket
* Robin Williams as the Genie
* Elsie Fisher as Agnes
* Verna Felton as Flora
* Gene Wilder aa Willy Wonka
* Bernadette Peters as Rita
* Kevin Corcoran as Oliver Twist
* Sterling Holloway as the Cheshire Cat / the Hungry Snake / Winnie the Pooh
* Jim Carrey as the Grinch / Horton the Elephant
* Jerry Stiller as Uncle Max
* Barbara Luddy as Merryweather
* Bobby Driscoll as Peter Pan
* Glen Campbell as Chanticleer
* Phil Harris as Patou

## Production

### Development

*Once Upon a Studio* was created spontaneously in preparation for The Walt Disney Company's centennial in October 2023; directors Trent Correy and Dan Abraham discussed ideas during their free time for approximately eight months. The duo called the film a "love letter" to Walt Disney Animation Studios as well as "a thank you to anyone in the audience that's ever connected with a film over the last hundred years". The short film includes more than 850 characters and vocals from more than 70 voice actors. This includes the Genie's dialogue which will be sourced from previously unused audio recorded by Robin Williams, according to Josh Gad, the voice of Olaf. *Once Upon a Studio* combines traditional animation, computer animation, stop-motion, and live-action.

### Animation

Eric Goldberg served as the head of hand-drawn animation, Andrew Feliciano worked as head of computer-animation, and Tim Burton served as the head of stop-motion animation. Among the hand-drawn animators recruited for the short were current Disney animators Mark Henn, Randy Haycock, Alex Kupershmidt, and Bert Klein who also provided animation for the short, as did former Disney animators James Baxter, Ruben Aquino, Tony Bancroft, John Pomeroy, Nik Ranieri, and Will Finn; the animators worked both on characters they have previously animated in addition to other classic characters; Baxter requested the directors to work on characters from *Bambi* (1942), having been a fan of the film while growing up. Goldberg recruited CG animators in the studio that also had experience in hand-drawn animation. Hand-drawn apprentices were also hired to provide animation for the short. The characters were animated in a way that replicated their original films' art style.

Almost 80% of the short's animation is hand-drawn. By the directors' insistence, the hand-drawn animation was done with ink and paper, which Goldberg approved of. Goldberg made the scenes enterily hand-drawn, after which Feliciano would create CG animation that would match the hand-drawn characters' movement. He also personally animated the scene where Mickey, Donald, Porky, Bugs, and Jerry approach a photo of Walt Disney, as he was interested in the scene due to its emotional tone, as well as the Genie, which he originally animated in *Aladdin* (1992), and characters originally drawn by Ward Kimball and Chuck Jones.

Animators at Walt Disney Animation Studios Paris had to rebuild the character models for CGI characters created prior to *Despicable Me* (2010) due to updates made to animation technology made over the years, with rigging and rendering being reworked so that they could be used with modern technology. The CG animators worked closely with the hand-drawn team, with Goldberg and Feliciano, a fan of *Aladdin* since childhood, inspecting the short to determine whether a scene would be lead by a hand-drawn or CG character, after which they would determine whether a hand-drawn or CG character should be animated first in the scene. Animators with experience on hand-drawn and CG animation, such as Tyler Pacana, Michael Woodside and Anthony DeRosa, worked on scenes combining both formats; Pacana used a technique named "2D puppetry" to help rigging the final photo shot.

### Music

Dave Metzger composed the score for the short. The scene in which Mickey, Donald, Porky and Bugs approach a Walt Disney photo features the song "Feed the Birds" from *Mary Poppins* (1964), which was chosen due to being Disney's favorite. As they discussed the idea with executive music producer Matt Walker, he suggested hiring song co-writer Richard M. Sherman to perform a new rendition of the song. Sherman recorded the song in August 22, at Disney's original office and using the same piano he originally performed the song in.

## Trivia

* This short was released the same year Burny Mattinson (who made a speaking appearance with Don Bluth and Renika Williams at the beginning) passed away and was dedicated in his memory.
* The title is a reference to the literary stock phrase, "Once upon a time..." which itself has been featured in numerous Disney animated films.
* This short was made to commemorate the 100th anniversary of Walt Disney Animation Studios.
	+ This short is also set to feature over 850 characters from across every film and short in the Walt Disney Animated Classics canon.
		- However, the WDAS-produced sequel films, the *Looney Tunes* films, and *The Super Mario Bros. Movie* are excluded; possibly due to most sequels and *Looney Tunes* films produced by WDAS not counting as part of the canon in some countries and *The Super Mario Bros. Movie* being based on a third-party IP. The other feature-length films not represented in the short are *Song of the South*, *So Dear to My Heart*, and *Enchanted,* due to TBD.
* Trent Correy and Dan Abraham make cameo appearances among the artists leaving work for the day. They're the ones holding the door open for both Don Bluth and Burny Mattinson.
* According to Josh Gad, the Genie's dialogue was sourced from previously unused audio recorded by the late Robin Williams.
* For a scene where Mickey Mouse, Donald Duck, Porky Pig, Bugs Bunny, and Jerry Mouse walk past a portrait of Walt Disney, a piano section of "Feed the Birds" from *Mary Poppins*, said to have been his favorite song, can be heard. It was played by Richard M. Sherman on the very same piano in Walt's office that he'd play the song for him on Friday afternoons.
* Asha from *Wish* and the Mallards from *Migration* appear at the end of the short. This can be symbolic for two things:
	+ The journey from the first Disney movie to the most recent ones.
	+ Asha being accepted as the new Disney princess by the rest of the group.
* Eric Goldberg confirmed that all 2D-animated characters have remained traditionally animated via entirely new animation, as opposed to reused footage.
* When Hans is frozen by Elsa, he takes the same pose as Han Solo after he's trapped in carbonite in *The Empire Strikes Back*.
* Half of the CGI characters are animated by Walt Disney Animation Studios Paris while the other half are outsourced to several other studios.
* This is the first time outside of the *Epic Mickey* series and that Oswald the Lucky Rabbit and Mickey ever come in contact with each other.
* Alan Tudyk voicing both the Mad Hatter and Mr. Toad is a reference to his role as King Candy in Pixar Animation Studios' *Wreck-It Ralph*. The character’s voice and physical characteristics were modeled after late comedian Ed Wynn, who originally voiced both the Mad Hatter in 1951’s *Alice in Wonderland* and Mr. Toad in 1952's *The Wind in the Willows*.
* When Jiminy Cricket sings "When You Wish Upon a Star", Cliff Edwards' archival recordings are used.
* Several characters have two voices: the archival recordings from their respective films, and new dialogue recorded by other actors especially for this short. These include Donald Duck (Tony Anselmo and Clarence Nash), Winnie the Pooh (Sterling Holloway and Jim Cummings), and Thumper (Peter Behn and Ian R'Mante). This is the first time Chris Diamantopoulos voices Mickey Mouse outside of *The Mickey and Minnie Show* and *Looney Tunes Cartoons*. Bret Iwan did not voice Mickey in the short possibly because either he was unavailable at the time or because Chris Diamantopoulos sounds more like Walt Disney's version of the character.
* This is the second Walt Disney Animation Studios short film to be released on Disney+ before its theatrical release. The first being the *Looney Tunes Cartoons* short "Sam-merica" (which was put in the theatrical release of TBD)

## Archive audio re-usage

Active audio voice footage from various Walt Disney Animation Studios productions were used in this short to voice certain characters. Among of them include:

* *Looney Tunes* and *Merrie Melodies* short series (Donald Duck's grumbling, Goofy's signature holler, Tom Cat's screams)
* *Pinocchio* (Stromboli's cussing, Jiminy Cricket singing the last line of "When You Wish Upon A Star")
* *Bambi* (**Thumper**: "Wake up! Wake up!")
* *Cinderella* (**Jaq**: "Zuk, zuk!", Gus' chuckle)
* *Alice in Wonderland* (Cheshire Cat's laughing)
* *The Wind in the Willows* (**J Thaddeus Toad**: "Tally-ho! Whee! (laughs)")
* *Peter Pan* (**Peter Pan**: "C'mon everybody, here we go!!!", some of Peter's rooster crows, **Iago:** Oh, oh. Three, two, one)
* *Oliver Twist* (**Oliver Twist**: TBD)
* *Sleeping Beauty (***Flora:** "Make it pink!", **Merryweather:** "(groans) Make it blue!")
* *The Jungle Book* (The Hungry Snake singing "Trust in Me", **The Hungry Snake:** Ooh!)
* *Pete's Dragon* (Eliott's muttering)
* *The Many Adventures of Winnie the Pooh* (**Winnie the Pooh**: "Ooh! ooh, help, and bother")
* *The Rescuers* (some of Bernard's screams)
* *An American Tale* (TBD)
* *Oliver and Company* (Dodger's howling)
* *The Little Mermaid* (**Ursula:** "Oh, no no no no no", some of Max's barks)
* *Rock-a-Doodle* (**Chanticleer**: Cock-a-Doodle!, **Patou**: Settle down!)
* *Aladdin* (**Genie**: "Oy! I' haven't seen a fall like that since Rome! Oh, Much better", some of Abu's monkey chirps)
* *The Lion King* (**Uncle Max:** TBD, **Rafiki:** (chuckles) It is time")
* *The Emperor's New Groove* (**Kuzco**: "No touchy!")
* *Lilo & Stitch* (some of Stitch's growling)
* *Ice Age* (Scrat's screams)
* *Treasure Planet* (**Jim Hawkins**: "Whoo-hoo!")
* *Meet the Robinsons* (some of Bowler Hat Guy's grunts)
* *Bolt* (**Rhino**: "Awesome!")
* *The Princess and the Frog* (some of Louis' trumpeting)