‘Mouse in Transition’: When Everyone Left Disney (Chapter 7)

Don Bluth working on “The Small One” (1978) shortly before he led a mass exodus of artists out of the studio.

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

Don Bluth smiled at me.

“I wouldn’t worry about being laid off from Disney’s, Steve. Nobody gets laid off around here. When somebody messes up, the studio just sends them to WED.”

(WED, if you don’t know, was a Disney subsidiary in nearby Glendale that developed rides and attractions for Disneyland and Disney World. Its name was an acronym for Walter Elias Disney, and a number of feature animation employees had migrated there over the years.)

“Ah,” I said, just to be saying something. (“Ah” sounded more intelligent than “Huh?”)

We were off to one side of the Disney commissary where a wrap party for the animated featurette The Small One was in full swing. Don had directed the picture after finishing work on Pete’s Dragon. And a rift had developed inside the department during its making.

Mr. Bluth had taken over direction from Eric Larson, a well-loved veteran and one of Walt Disney’s iconic “Nine Old Men.” Eric mentored many of the newcomers in the department, and some of the younger employees were less than thrilled about the change. Some staff members felt that Eric had been pushed out of the director’s chair, and there was a general suspicion that Don was favoring animators who had worked on his outside project Banjo, the Woodpile Cat by assigning them the best scenes from The Small One. This, naturally enough, caused more resentment to bubble up. Gag drawings that depicted Bluth-allied staff (labelled “Bluthies”) in unflattering ways started cropping up in various wings of the animation building. Don was not happy about the wall humor.

At the wrap party—populated by Disney administrators, animation employees, and CEO Ron Miller with his wife Diane Disney Miller—Don seemed detached and a touch sardonic. I chalked it up to the recent department disputes and grumblings.

I was wrong.

Don was on the brink of walking away from the studio and taking a sizable number of Disney animators with him, all of them off to make their own feature The Secret of NIMH. But all this was unknown the night of The Small One celebration. The scuttlebutt around the lot was that Don had told Mr. Miller that he would stick around until the completion of The Fox and the Hound, so all was food, drink and merriment.

But weeks later the roof caved in. Don submitted his resignation on a Thursday. A large part of the animation staff did likewise on Friday.

Management freaked. Ron Miller asked Don Duckwall what the hell was going on, and Don confessed that he didn’t know. Soon thereafter, Duckwall and Ed Hansen (Duckwall’s administrative second-in-command) started asking staffers if they were staying, and offering animators who were still in the fold battlefield promotions. (An up-and-coming animator named Linda Miller was called in and offered a jump to directing animator; she told Duckwall and Hansen—much to their shock and surprise—that she was leaving with Mr. Bluth.)

The mass resignations turned the Disney animation department upside down. The first bit of smoldering fallout was that the release date for The Fox and the Hound got pushed back. The studio didn’t have the talent to get it out on schedule, and Frank Thomas and Ollie Johnston—who had by this time retired to write a coffeetable book entitled The Illusion of Life—had minimal interest in UNretiring.

The second piece of fallout was that Don Duckwall, after decades at the studio, was asked to retire. (Apparently when there’s a surprise exodus of key personnel, and the chief executive is ticked off, there has to be a fall guy. And in this case, Mr. Duckwall was the designated sacrificial lamb.)

But Don and his troops were not the only departures just then. Months before, Larry Clemmons had acceded to his wife Cassie’s suggestions to retire, and gave notice that he was leaving after a twenty-three year run of steady employment. (Thirty-three total years at Disney, if you count his Hyperion studio days.)

I knew Larry had mixed feelings about going. He loved the meetings, the recording sessions, and the general camaraderie. He loved the rhythms of the studio workdays. He loved the long lunches with old friends in the commissary’s executive dining room.

But all things, both good and bad, come to an end, and Larry slowly packed up his office. And on his second-to-last day of Disney employment, he took me to a French restaurant next to Universal Studios.

And at that last dinner, he reminisced about Bing Crosby’s chintzy Christmas presents:

“Bing always handed out flimsy little wallets to staff, wallets with his logo on it. But he had a sense of humor about the cheapness of the things. When one of the writers waved the wallet at him and yelled ‘Hey Bing! I got your form letter!’ Crosby fell on the floor laughing.”

…and Walt Disney’s occasional prickliness:

“When I was writing monologues for Walt on the Disneyland shows, there was another guy who did one of the intros and used the word “modicum.” And I read it and said, ‘Walt? I don’t think you’d say the word ‘modicum.’ Walt glared at me, raised one of his eyebrows and snapped: ‘Whattaya MEAN? I use the word modicum all the time! Modicum. Modicum! MODICUM!’ …”

…and, also, the antics of Larry’s close friend Ward Kimball. Larry recounted how Ward stuck a hand-lettered sign on the back of Leopold Stokowski’s fancy convertible reading “Stokie and his hepcats.” It was a long, enjoyable dinner.

A couple of days later, Larry drove away from the studio for the last time. He was a bit sad about it, but he knew it was time to depart. Within a week he was in Friday Harbor, Washington, in the middle of the Puget Sound. There he remained in contented retirement until the big studio mogul in the sky called him to his next job.

Art Stevens during the production of “The Fox and the Hound.”

Wolfgang Reitherman was among the last of the Hyperion Studio brigade to exit Disney Feature Animation. Studio management had asked him to step back from command and let junior personnel take the reins, but Woolie had a tough time doing that. Finally, Art Stevens, the second director on The Fox and the Hound, forced the issue with upper management, demanding that Mr. Reitherman stop second-guessing his decisions. Woolie was told that Mr. Stevens would now be a co-equal, and take over day-to-day responsibilities on the picture.

Woolie, however, wasn’t through offering his creative input. He knew that the middle of the feature sagged story-wise, and came up with a solution: insert a musical number featuring a sexy female crane, voiced by the Latin entertainer Charro. Woolie supervised the creation of sequence boards, got a scratch song recorded, then oversaw the filming of live-action reference featuring Charro in a pink leotard.

Art Stevens was horrified. “We can’t let that sequence in the movie! It’s totally out of place!” he complained to management. After reviews and conferences, Reitherman’s crane sequence was put on ice. Art was right about Woolie’s musical comedy interlude being a round peg in a triangular hole, but Woolie was correct that the middle of the picture needed punching up.

After the crane sequence went into limbo, Woolie worked on a couple of development projects that went no further than the treatment and story sketch phase. The studio gave him some consulting work, but he seldom consulted. By the early 1980s, he was gone.

I saw Wolfgang twice after he cleared out his office: once at lunch at a tony, quiet restaurant four blocks from the studio, and again at a banquet honoring animation veterans. He was in high spirits that night, and I like to think his retirement years had been enjoyable for him.

But Woolie was a workhorse, and would have been delighted, I think, to have spent the years after The Fox and the Hound on one last feature, one final short. Unfortunately most human beings don’t get everything their hearts desire, and I suspect that Woolie didn’t get his.

Among the old-timers I knew, only Frank Thomas and Ollie Johnston went out the way they wanted. Both of them finished their animation on The Fox and the Hound on the first floor, then moved up to a spacious office on the third floor to write The Illusion of Life, which turned out to be a best-selling classic.

Some lucky few get to exit EXACTLY on their own terms.


  • TNTDON

    Thank you so much, Mr. Hulett, for these wonderful stories. As a fan of animation, I always wonder about what happens in development/production. I am grateful to read these insightful articles. Please keep them coming.

  • Floyd Norman

    With all due respect, why didn’t Disney’s animation executive (Mr. Duckwall) know about Don Bluth’s eminent departure? I knew Bluth was leaving nearly a year before he did so. Former Disney CEO, Ron Miller still hasn’t forgotten Bluth’s betrayal. He gets steamed every time I mention it.

    • DangerMaus

      Were you in management at the time or a “ground troop”? You might be surprised at what “ground troops” know before the “officer corp” ever learns of it.

    • Hankenshift

      Don didn’t have a deal to make a feature a year before he left, but he was telling upper management that he would leave if he didn’t get his way to run the animation department, which they rightfully refused. His “us vs. them” management style turned a most people off. And in true Don fashion, he ran away. His skill at the craft of animation was good, but his ability to create compelling characters and telling a story were virtually nonexistent (rock-a-doodle – his masterpiece – aside), as the entire rest of his career has proven. Bluth leaving Disney was the best thing to happen to the Disney studio.

      • DangerMaus

        Since upper management knew, why would the CEO get pissed over some perceived “betrayal”? It’s not like Bluth owed anything to a manager that refused to promote him. And how is Bluth’s leaving the best thing that happened to Disney? From your account, they never gave him any control to affect their studio in any way, shape or form. He was essentially powerless, which is probably one of the reasons he left in the first place.

        • Hankenshift

          Who said he owed anyone anything? He thought he could do better on his own, so he left. He had plenty of say at Disney before he left, but no sense of humor, and certainly no recognition of his own limitations as a storyteller and director. I’m glad Disney gave us The Little Mermaid and Beauty and the Beast instead of Pebble and the Penguin and Thumbelina, though. As far as the “betrayal” mentioned above, I have no idea. Maybe Mr. Norman could enlighten the issue. Reading both Dorse Lanpher and Heidi Guidell’s (sp?) books, it’s seems that Don’s “cult of personality” convinced a lot of people to leave on their own. Most not in anger, either. What I do know is that many of them ended up back at Disney.

          • DangerMaus

            I wasn’t suggesting that someone said he owed anyone. I just deduced that a guy who still gets pissed when Don Bluth’s name is brought up years later has some sort of idea that Bluth never met some perceived obligation. The use of the word betrayal also suggests that he felt Bluth owed some sort of loyalty.

            I’ll agree as far Disney’s output vs Don Bluth’s. I stopped watching Bluth’s films after his terrible Rock-A-Doodle. I did not see another until “Anastasia” which started out promising and then took a dump.

          • WrenDavey

            Maybe the “betrayal” had more to do with Don Bluth convincing 10 other animators to leave Disney and not so much with Don himself leaving, since it was well known that Don wasn’t happy with his prospects there.

          • Matthew

            To this day, I still can’t bring myself to watch ROCK-A-DOODLE.

          • Teodor Ajduk

            There would be no The Little Mermaid and Beauty and the Beast without the secret of nimph or an american tail.
            I remember that time as a audience.

          • RCooke

            Thank goodness bluth fled and didn’t infect Mermaid and Beast with his lack of taste.

  • DangerMaus

    I wonder how many little signals were cropping up that pointed to people leaving but management chose to ignore them, only to be “astounded” when people actually got up and left. From reading this account, the place was moribund, full of office politics and backbiting, and filled with a lot of guys in senior positions who were just marking time towards retirement, because apathy had become the order of the day.

    It still surprises me that the whole thing didn’t get shut down in the Seventies, considering how far they had fallen from their heyday of the 30s-50s. It makes me think that top Disney management really didn’t give a shit about the animation department but still felt some sense of “loyalty” to it for what it had contributed to Disney becoming the entity it did, so they fed “grandad” just enough to keep “him” from completely starving, but not enough for “him” to ever be considered healthy.

    Of course, it’s all conjecture on my part. I wasn’t there and you were. It’s just the feeling I get from reading this material.

  • TStevens

    In the short term, Bluth’s departure seemed like a smart move. The Black Cauldron was in pre-production and was, at best, DOA when released in 85. However, the Great Mouse Detective and Oliver and Company weren’t all that bad and eventually the Little Mermaid started a serious run of successes. Once you get to the late eighties the studio was clearly back on a roll and Don was going through a string of DOA classics himself with the likes of Troll in Central Park and Rock-A-Doodle.
    From all of the stories I have heard (see Floyd Norman’s comment) everyone knew Bluth was looking to get out. The reason for his departure, as I understood it, was that he felt Disney had lost its way. I suspect it had more to do with a massive ego.

    • Beamish Kinowerks

      Bluth wanted control of BLACK CAULDRON, actually-i believe he even co-wrote a treatment for it back in the late 70′s.

    • http://sobieniak.blogspot.com/ Chris Sobieniak

      Massive egos can do that.

    • DangerMaus

      Not sure I can fault the guy for having a massive ego. It takes that sort of thing to have the balls to strike out on your own in the first place, especially at a time when theatrical feature animation appeared to be in its death rattle and TV “animation” was of a quality that calling it animation was being too kind by half.

      That was another reason why I didn’t pursue it as a career. The time, effort and expense to acquire the skills didn’t seem like a prudent path to follow when the North American animation industry looked like it was about to expire like a parched traveler who dies a 100 yards from a life saving oasis.

  • DangerMaus

    Also, I wonder how many of those animators that left with Bluth ended up considering it the worst decision of their lives? I mean, the best film he ever made was also the most “Disney” of them. All of his other films after “Secret of NIMH” really suffered from some strange story decisions, culminating in the terrible “Rock-a-Doodle” which was the last film of his I could tolerate until Titan A.E, another problematic film but at least a good try at telling a straight sci-fi adventure story.

  • starss

    I got laid off from a studio in 2008 along with all the other creatives, and yet the guy running it still insists that they’re doing their best and “developing bids”. … .I’m starting to wonder if any animation studio really ever “dies” if at least one insane man has the “vision” to make any kind of excuse to save his own image.

    • DangerMaus

      It’s pretty hard to let go of a dream, even when every indicator says that it is dead.

  • Zelda

    Disney probably still has that footage and you can bet they own it and the song free and clear. All the more reason to hand it to Imagineering to make an audio-animatronic singing bird for the Enchanted Tiki Room, as it wouldn’t fit in the Jungle Cruise.

  • DangerMaus

    LOL, Woolie Reitherman gets my respect. He obviously was a clever guy. He got to supervise and watch Charro, who would have been pretty hot at the time, sing and jump around in a pink leotard and had Disney pay for the whole thing. Hilarious.

  • Jack Rabbit

    I think the best thing Don Bluth has going for him is his “sensational” story. The Secret of Nihm comes in at a distant second, and a tempered sense of respect falls somewhere inbetween.

    • Mister Twister

      Oh, you… defending a corporation over a man.

  • Pedro Nakama

    I know some of the animators that worked on Tron at Disney. They told me the schedule was rushed at the end so Tron could beat the Secret of NIMH at the box office, to get revenge on Bluth.

  • RCooke

    Here’s hoping Mr. Hulett tells us about the “Rat’s Nest,” the group of animators who don was afraid of.

  • DBenson

    Charo does voice a frog in Bluth’s “Thumbelina”, sort of a parody sexy.

  • Meredith

    The reason Don left, at least by his current account, is that he was disappointed that the studio’s animation standards were slipping. The budgets had dropped to where animators could not put in the time to do their best work, and time consuming special effects like the water in Pinocchio were a thing of the past. Don’s passion and strength was in the animation itself, although the reality of running a studio eventually resulted in some of the same cost-cutting he saw at Disney.

    It took guts to go out on his own, maybe that ruffled a few feathers but if you want to make an omelet you have to break a few eggs. Every company throws around the words “loyalty” and “betrayal” when someone decides to work for a competitor or strike out on their own. It’s how they keep people under their control. He’s still an amazing man and a master draftsman and animator, the industry should show him more respect for that fact at least.

  • Matthew

    They both need to bury the hatchet before they die.

  • john

    Secret of Nimh, American Tail, Dragon’s Lair and Land Before Time influenced and inspired children of the 80′s in the same way that Disney films did in the 40′s and 50′s. Rhank goodness Bluth left to give the world such gifts.