blackcauldron-hulett-main blackcauldron-hulett-main
Untold Tales

‘Mouse in Transition’: Cauldron of Confusion (Chapter 10)


New chapters of Mouse in Transition will be published every Friday on Cartoon Brew. It is the story of Disney Feature Animation—from the Nine Old Men to the coming of Jeffrey Katzenberg. Ten lost years of Walt Disney Production’s animation studio, through the eyes of a green animation writer. Steve Hulett spent a decade in Disney Feature Animation’s story department writing animated features, first under the tutelage and supervision of Disney veterans Woolie Reitherman and Larry Clemmons, then under the watchful eye of young Jeffrey Katzenberg. Since 1989, Hulett has served as the business representative of the Animation Guild, Local 839 IATSE, a labor organization which represents Los Angeles-based animation artists, writers and technicians.

Read Chapter 1: Disney’s Newest Hire
Read Chapter 2: Larry Clemmons
Read Chapter 3: The Disney Animation Story Crew
Read Chapter 4: And Then There Was…Ken!
Read Chapter 5: The Marathon Meetings of Woolie Reitherman
Read Chapter 6: Detour into Disney History
Read Chapter 7: When Everyone Left Disney
Read Chapter 8: Mickey Rooney, Pearl Bailey and Kurt Russell
Read Chapter 9: The CalArts Brigade Arrives

When one studio project ends, studio staffers often get nervous, wondering if they will be around for the next one. Worrying that even with a new picture, they’ll have to endure a long layoff before the new movie gets up to speed.

Jockeying for slots on a production is always nerve-wracking, and always part of the process. And even at Disney Feature Animation, which was generally regarded in the 1970s and ’80s as an island of stability, there were layoffs, firings, and long hiatuses.

Ever since the major Disney Animation down-sizing after Sleeping Beauty in the distant time of 1958, assistant animators and in-betweeners had been routinely let go between pictures. The Disney story department had (mostly) not had layoffs, but I was still a relative newbie and remained edgy about getting pink-slipped. So when The Black Cauldron got ramped up, I worked hard to clamber onboard the development bandwagon.

The studio had owned the rights to The Chronicles of Prydain, a five-book series by Lloyd Alexander, for a decade, and lots of animation staffers had worked on it. Don Bluth had taken a run at the property when he was being groomed to be the next Woolie Reitherman, and Tad Stones (his showrunner career at Disney Television Animation still ahead of him) wrote several treatments. But as The Fox and the Hound wrapped up, studio chief Ron Miller was getting serious about having a top-flight, big-budget animated feature produced from the material, something that would rival Sleeping Beauty.

I heard rumors through Studio Gossip Central (otherwise known as Pete Young’s room) that the studio didn’t want to leave the writing assignment to some green nincompoop (me), and was seriously considering bringing in an experienced British screenwriter. In the meantime, Vance Gerry had been recalled from an extended leave that he’d requested. He was asked to go through the books and put together “beat storyboards” that would visually outline plot, action, and various set pieces. Mr. Gerry, on top of being a brilliant storyboard artist and designer, was also fast. (Story veteran Ed Gombert, no slouch in the talent and speed categories himself, once said to me, “Vance gets more boarded in a day than most of us get up in a week.”) True to form, Mr. Gerry quickly had a rough continuity in hand and was pinning story sketches to corkboards at a merry clip.

Early "Black Cauldron" concepts by Vance Gerry.
Early “Black Cauldron” concepts by Vance Gerry.

Like I had done in the early days of The Fox and the Hound, I showed up uninvited to offer gag ideas, character ideas, and bits of business. Vance liked a few of them and worked them in. It wasn’t long before he had a first pass up on boards and was showing the results to Ron Miller and a chosen few from the animation department’s hierarchy.

Vance had taken sections from the first couple of books, set up his principle players (Taran the pig keeper, Dalben the wizard, Eilonwy the Princess, Fflewddur Fllamm the minstrel, and Gurgi the hairy little beast) along with supporting cast, and set the plot in motion with his usual flair and efficiency. He made the villain—the fearsome Horned King—into a big-bellied Viking who had a red beard, fiery temper, and steel helmet with two large horns. Vance thought having a bigger-than-life villain with an explosive personality would get the most out of the scenes he was in, and was a sure-fire way to enliven the feature.

Pete Young was the next board artist onto the project,, and sequences started to get fleshed out. The front office finalized its deal with writer Rosemary Anne Sisson to write a script. I was disheartened that I wasn’t the scribe chosen for the job, but I could understand management’s position: They weren’t going to let some novice be the lead writer on a project that was going to be done in wide-screen 70 mm (the first since Sleeping Beauty) and would cost way more than the twelve million bucks shelled out for The Fox and the Hound. Ms. Sisson had a distinguished track record and pedigree. I had a dog picture.

The first director assigned to The Black Cauldron was CalArts alumnus John Musker, who had until then worked on the first floor with the likes of Henry Selick, Bill Kroyer, Jerry Rees, and other CalArts grads. John was assigned a couple of sequences inside the first act, and went to work expanding them.

The studio’s other feature directors—Richard Rich, Ted Berman, Dave Michener, and Art Stevens—were still finishing up Fox and the Hound. As that film wrapped, Richard, Ted, and Art swung over to Black Cauldron; within weeks disputes began to percolate on the second floor of the Disney Animation Building.

The newcomers had issues with Vance’s version of the villain, deciding he wasn’t frightening or villainous enough. They also had issues with John Musker’s development of early sequences. Too comedic, they thought.

Studio chief Ron Miller realized that there were too many cooks fighting over the soup, and that he needed somebody who could bring order to the kitchen. He wasn’t convinced that Art Stevens was right for the task, so he picked the brains of various old-timers and new employees about other candidates. The consensus seemed to be that veteran layout artist Joe Hale was the right man for the producer job on Cauldron.

Joe had been at the studio for decades. A World War II combat veteran, he had joined Disney after art school, worked on scores of shorts and features, and performed well at a myriad of tasks over a lengthy career. Liked by almost everyone, Joe had an analytical mind and quick wit. At lunchtime bull sessions, he generally had the most astute comments about what was wrong with this or that Disney movie, and the clearest solution about how the problems should be corrected.

"The Black Cauldron" director Ted Berman (left), producer Joe Hale (center), and director Richard Rich. (Photo via Andreas Deja.)
“The Black Cauldron” director Ted Berman (left), producer Joe Hale (center), and director Richard Rich. (Photo via Andreas Deja.)

So it wasn’t surprising that Mr. Hale was plucked out of the layout department and put in charge of Disney’s new animated blockbuster. He brought all of us together and explained that Ron Miller had talked to him about the job, and that he wanted to make the picture fresher and different from the animated features that had been made the last few years.

John Musker, Pete Young, Ron Clements, and I were happy to have Joe in charge. All of us thought we now had a sharp-eyed leader who would look at the work in progress and come to the right decisions about what storyboards, what character designs, and what story development was right for the picture. I remember one conversation with Joe in particular. He was looking over a sheaf of visual character suggestions from Tim Burton. All of the drawings were angular, edgy, and out there, more in the style of Nightmare Before Christmas than Snow White or Cinderella. “These are wild,” Joe said. “I wish there was some way to get designs like these into the movie.”


But the idea that The Black Cauldron was going to have some new, groundbreaking look soon faded away. The directing crew from Fox and Hound lobbied for a Sleeping Beauty-style approach, and Milt Kahl was recalled from retirement to create character designs for Taran, Eilonwy, Fflewddur Fflamm, and other principles. They were all beautifully drawn and expertly done, but they were light years from the sketches Tim Burton was doing.

Different takes on the main character Taran by Tim Burton (left) and Milt Kahl. (Photo via Andreas Deja.)
Different takes on the main character Taran by Tim Burton (left) and Milt Kahl. (Photo via Andreas Deja.)

Joe Hale knew there was a schism inside the story development team. John Musker and most of the board artists were on one side of the divide; the directors from The Fox and the Hound were on the other. Mr. Hale, after attempting to forge a compromise, came down on the side of the more veteran directors. One of the early casualties from the “beat boards” was Vance Gerry’s treatment of the Horned King. Out went the rotund Viking with bushy beard and loud disposition; in came a thin, hooded, spectral presence with shadowed face and glowing red eyes.

Month by month, the storyline got darker and further away from the books. Taran and Eilonwy acquired the looks and costumes of earlier Disney characters. Eilonwy had a dress and light hair that made her resemble Aurora from Sleeping Beauty. In fact, she could have been Briar Rose’s daughter.

Art Stevens (right) with Ruben Procopio during the production of "The Black Cauldron." (Photo via Ruben Procopio's blog.)
Art Stevens (right) with Ruben Procopio during the production of “The Black Cauldron.” (Photo via Ruben Procopio.)

The younger staff grumbled, but the picture lurched along. Then Art Stevens decided to hang up his long Disney career and retire. And Pete Young related how screenwriter Rosemary Anne Sisson seemed to be having creative differences with the producer and directors, but she finished her writing assignment and moved on. Hale brought in seasoned story artists Dave Jonas and Al Wilson, and sequence boards began disappearing from the twenty and thirty-somethings’ offices. This included the room occupied by first-time director John Musker.

“I knew it was over,” John said, “when the sequences I’d been working on vanished from my walls and I didn’t have anything new assigned to me. That was sort of a hint.”

Usually story reels get better as a picture reaches closer to completion. Characters become better delineated, plot points grow clearer, and business gets more focused as animation is cut in. But there came a point on Cauldron where the characters and story seemed to grow worse. The first twenty or thirty minutes of the opus moved right along: Taran’s yearnings and frustrations are clear, the dangers confronting the wizard Dalben get set up, and Hen Wen’s freakout and capture by the winged Gwythaints are compelling and well-staged. But then the plot gets muddy and newer characters become little more than cardboard caricatures. Some dazzling set pieces happen, but the audience doesn’t empathize with the cast or get pulled in by the story.

The Black Cauldron has its moments, but there is no satisfying whole.

By and by, most of the original crew found itself off the project and casting around for a new vehicle to avoid being laid off. Happily, one came along at the right time, courtesy of Ron Clements and Pete Young, and The Black Cauldron steamed on without us.

I had spent almost two years of my life on Cauldron, but when the feature was released into theaters in the mid-Eighties, there was almost nothing I had written that remained in the movie. The only thing I can lay claim to is a story tweak that got Flewddur Fflamm into the picture earlier, and the plot moving along a tad more briskly.

Big whoop.

The Black Cauldron ran into more problems when new studio honchos Michael Eisner and Jeffrey Katzenberg arrived on the Burbank lot in late-1984. Mr. Katzenberg looked at the almost-completed film, and ordered ten minutes of cuts. Joe Hale resisted, but the feature was trimmed anyway. Maybe it helped, maybe it didn’t. Either way, Cauldron was released with the alterations and didn’t make its $25 million cost back. And it was years before the picture received a video release.

I heard through Pete’s studio telegraph that I wasn’t getting any screen credit on Cauldron, even though the union contract stipulated credit was required. Mr. Hale wasn’t thrilled that I bellyached and made a case out of it, but I managed to get my name at the end of The Black Cauldron’s credit roll along with some other misfits: “Additional story by…”

But it wasn’t all heartache and sorrow. Around the same time we were fighting over credits, Joe Hale did me a sizable favor on an unrelated matter: Getting off the time clock.

For years I had marched to the small gray shack next to the entrance gate and punched my time-card: Insert the rectangular piece of cardboard into the clock’s metal slot, listen for the KA-chunk, then put the cardboard back in the metal rack. I was sick of being a drone, tired of racing down Alameda Avenue to get inside the studio by eight a.m. so I wouldn’t get docked. I yearned to be a bigger fish who was in the magic “off the clock” category.

So one day I made my way to production manager Ed Hansen’s first-floor office to plead my case for getting the tyranny of “punching in and out” off of my back. I found myself in a hardwood chair sitting on the far side of a neat wooden desk, flashing Mr. Hansen the same empty smile I had once used on Don Duckwall.

“Ed, I was wondering. I’ve been here awhile now. Would it be possible for me to …ah…get off the clock?”

He scrunched his mouth. Narrowed his eyes. “I don’t think so, Steve. For that, you have to be paid overscale.”

“I am overscale, Ed.”

“Yes. But you’re not ENOUGH overscale.”

I could feel my face flushing. I didn’t know if Ed noticed it or not. I didn’t really care.

“So how much overscale do I have to be?” I asked.

“More than you are. It’s a rule.”

We both sat and thought about this. Finally I said, “Who makes the rule?”

“I do,” Mr. Hansen said.

I was ticked off. I went steaming upstairs to tell Pete Young what had happened, and encountered Joe Hale standing outside his office in the main hall. I stopped and blurted the exchange I had just had with Hansen.

Joe smiled and said, “Let me see what I can do.”

And the next morning I received a phone call from Mr. Hansen. “Steve, I’ve thought more about our talk yesterday. And I think I CAN take you off the clock. Starting next Monday, you’ll no longer have to punch in.”

“Gee, thanks Ed. I really appreciate what you’ve done.”

Not a word about third parties communicating with him, putting a bug in his ear. I was smart enough not to bring the subject up.

And that’s how I finally got out of running to the time shack Monday through Friday. And why I think of Joe Hale with mixed emotions. I didn’t enjoy having to fight for screen credit, but I appreciated not having to push time cards through the metal slot on top of a gray metal clock, day in and day out.

  • DangerMaus

    My question is why would anyone want a writing credit or any credit on The Black Cauldron?

    • Beamish Kinowerks

      It’s got issues for sure, and it certainly doesn’t hold a candle to the late Lloyd Alexander’s PRYDAIN books, but I think that time’s actually been rather kind to it, and CAULDRON continues to develop new appreciators. Aesthetically gorgeous, a brilliant score by Elmer Bernstein and some amazing voice work. I think it’s a shame that we still can’t see the film as it was originally intended, though. I’ve asked Don Hahn (who was production manager on it) whether the studio ever intends to release the unexpurgated cut, and he said that they do not. You’d think that 30 years would be water under the bridge at this point, but I guess not for Disney.

      • Forget an uncut version of The Black Cauldron, I’m still holding out for a Director’s Cut of The Land Before Time. Now THAT’S a release that would sell.

      • Ravlic

        Sorry, but the Black Cauldron is probably the most boring, unimaginative, uninspired snorefest of a Disney film. It was okay aesthetically, but the character designs are unbelievably bland and non-memorable, the story pathetically tries to be “dark” while also being really stupid, random and filled to the brim with cliches. It’s just a worthless film that has a very good reason to be forgotten.

  • Lincoln McMeen

    Wow, talk about drama………….I love it!

  • DangerMaus

    From the author’s words it sounds like Disney strayed far from the books by going as dark as they did. The only thing Bakshi would have accomplished (if he had done it) is to make it even stupider and more of a hash than Disney managed to do.

    • RCooke

      at least don bluth didn’t direct it. It would have been worse than even secret of nimh.

      • DangerMaus

        Well, I actually liked NIMH, but you really won’t get any disagreement from me when it comes to Don Bluth’s directorial chops. NIMH was probably his most coherent story. All of his other films had strange story choices. Don Bluth could never make up his mind whether he was aiming for an older audience or kids and as such would end up with some weird amalgam of concepts.

        TBC was basically plagued with the same problem, AFAIAC. They couldn’t make up their minds as to who they wanted to aim the film at: a general audience that included little kids or a teens and older audience.

        • That is really a shame as well when you can’t have it both ways sometimes.

    • Josh Moore

      As far as I known before, the scene where Taran and friends escape from the castle for the first time was to have been more violent and bloodier and I mean actual killing people in it. Imagine if you saw that in a Disney film?

      • DangerMaus

        See, if they had had the balls to do that then I might have formed a different opinion of the film, but Disney was too concerned with their “child friendly” image to take that chance. They supposedly wanted to appeal to an older audience, but grew feet of clay when it came time to ante up. They went middle-of-the-road and ended up with a road pizza of a movie.

        • Ravlic

          This whole movie is lackluster and bland in every aspect and putting in blood or death would not make it better in the least.

  • RCooke

    black cauldron was, next to aristocrats and atlantis, the worst Disney animated feature made. Even Ollie Johnston made no bones about how bad it is. Whoever thought those directors could tell a story at all? Yikes. In particular, the final character designs are bland beyond belief, and the character animation has zero character or personality. The layouts are OK, but the background paintings and [alleged] art direction are piss poor, unimaginative, and ugly. Not that they’re to blame, because the real problem with the film is the story. Characters have no motivation, and pop up and disappear with no storytelling skill whatsoever.

    • Beamish Kinowerks

      There’s no way that CAULDRON is worse than ROBIN HOOD, TREASURE PLANET or (shudder) ARISTOCATS

    • TimBenzedrine

      You’re so right, RCooke.The heart of the problem is the viewer has no idea who these characters are. WHAT exactly IS the Horned King, Why does he look the way he does? The movie starts with an explanation of the Cauldron and its history, but we know nothing about the Horned King and how he fits into this world. We don’t even learn what his plan is until 3 quarters into the film. Then there’s all the unrelated characters. A few additional lines of dialogue in some areas might have helped tie these elements together, but there’s still the problem of some of the worst looking animation ever to appear in a Disney film. Overall character design was bland, but the one that offended me the most was the damned pig–that just grafted a blue-eyed baby’s head onto a pig body and added a snout. He’s supposed to be a real pig in the real world, why not just design him to look like a real pig? That was a real problem overall, the need to cutesify many of the characters instead of focusing on giving them real thought out personalities.

  • I always found it hilarious that Jeffrey Katzenberg, the man reknowned for wanting animation to be darker & edgier (to the point that it nearly destroyed Toy Story) started his Disney career by editing the studio’s darkest film ever to be even LESS scary.

    • Beamish Kinowerks

      He was a coward when he was at Paramount, too-see what happened on Sam Fuller’s WHITE DOG (1982).

    • I’m missing some information here.
      How did Katzenberg nearly destroy Toy Story?

      • This is insight from “The Pixar Story” documentary, which I highly recommend to anyone if you haven’t seen it yet.
        Katzenberg really pushed the Pixar staff to make Toy Story more “edgy” than they wanted (apparently that was his oeuvre), so they tried that approach in storyboarding to abysmal results. There’s rough storyboards of the “Buzz goes out the window” scene, dictated b Katzenberg’s suggestions, that is just really mean spirited to watch and heaven forbid if that version ever got fully made. Thankfully Disney realized that test sucked cause it just wasn’t Lasseter’s movie anymore so they left Pixar alone after that and the rest was history.
        Incidentally, it’s all to fitting in hindsight that the year Toy Story came out, was when Katzenberg left the company.

        • IAintGotNobody

          Here’s the deleted scene in question. Katzenburg took a fun movie about kids toys and turned it into one of the most nasty, mean spirited things you would ever watch. The test screening was a unmitigated disaster.

  • I shudder to think of such a possibility. Bakshi as a story man on this would have been even more of a muddled mess.
    Bakshi is a great animation director & really good at conceptualizing movies. But if you go through his credit lists, his films are usually worst when he has a hand in the actual writing process. That’s why American Pop, arguably his most coherent film, was not written by him.

    • DangerMaus

      I never knew that. Out of all of his films that was the only ony one that I thought was half decent as far as the story went. Now I know why. The problem I found with “American Pop’ is that it is also one of his least animated films with it being mostly traced over rotoscope footage.

      • See that never bothered me about American Pop because, unlike Heavy Traffic or Hey Good Lookin’, it’s supposed to be a down-to-Earth story depicted in a previous decade. It’s like they took the real America and put an animated lens over it to bring out the minds of musical artists, vs. being wacky commentaries of rural neighborhoods or dysfunctional families which require a more cartoonish look to be palatable.
        It’s rotoscope used for the right purpose.

  • shulett

    One factoid I left out: Milt Kahl, then in retirement, was hired to supply early character designs for “Cauldron”. He did a superlative job, but the work went in the “Sleeping Beauty” direction.

    Milt came down to the studio to deliver his designs and several of us went to lunch with him. Afterwards, he went up to the studio library to look at the caricature show put together by John Musker. Walking slowly down a row of drawings, he happened on a caricature drawn by animator Dan Haskett and exclaimed: “Jesus Christ! Who did THIS? It’s great!”

    Your work can’t get higher praise than that kind of reaction from Milt Kahl.

  • Jim

    Another great perspective on a little-documented film. Again, here is another film that is not perfect but still quite enjoyable . . . and far better than much of the animated material that gets released today.
    Mr. Hulett, do you have any insight on why Hayley Mills didn’t make the final casting cut?

  • Cecco

    I have never understood the fascination with Lloyd Alexander’s books. They were meh as hell. At BEST. And very hard, I imagine, to make an entertaining film out of. I feel sorry for Steve and the gang.

  • James

    All animated creations will have fans, and others that dislike the work greatly.
    For me personally, I think on an overlooking view of the film, it isn’t all that bad. A bit of cliche, but not really sucky at all.
    I respect tim burton’s work highly, but it has a completely different feel that belongs in a tim burton world. To make it right, he would have had to oversee the whole project.
    There were perhaps to many characters for the time allotted. Backgrounds of some characters like the fairy king and the other faeries…they needed a buildup. And the designs, well the dopey looking people in the horned kings castle fit their roles perfectly, the princess and Tarwin however, well they needed something, even if not more interesting clothes.
    There’s parts that I think they should have elaborated on, and others that they should have minimized.
    They could have elaborated on the witches more while showing them in their house, and they could have elaborated on the previous inhabitants of the horned kings castle, rather than just having a dead body in the basement of some unnamed king grasping a magical sword. But than again, I guess that part of the mysterious feel they were aiming at. They could have minimized the part with the faeries, if they weren’t going to go much into their background as was the case.

    The production issues seemed even more muddied up than the emperors new groove. Though like I said, I like the Black Cauldron on an overall scale. It does have emotion, and a really good score and some very well done animation for what was being animated.
    You can tell from the background, that alot of people had invested alot of time energy and passion into this film, it is nice to hear how much effort everyone wanted to put in, and how much bickering they were doing over it because they wanted it to be a success.
    And I think part of why it failed in the box office, was because they didn’t market it well, or at all and did not even care because they were willing to let it flop just to get it’s release done and over with. Disgusted with dealing with towards the end it may be the appropriate term in lieu of what I read above.

    For me, it is one of those movies that definitely has a place in my movie collection, if not for just the artistry.

  • Ravlic

    Sure, Home on the Range is forgettable, but at least it’s not nearly as inconsistent and boring as the Black Cauldron.

  • BG

    from what I understand “home on the Range” went through the same sorta story issues that Black Cauldron did. I t was originally called “Sweating Bullets” and was at one time about a ghost cowboy

  • Christian Z.

    Still about the only Disney animated feature film I haven’t seen yet. Is it worth one viewing?