Melody Time

By Ross Care
Originally published in Soundtrack Magazine Vol.8/No.31, 1989
Text reproduced by kind permission of the editor, Luc Van de Ven and Ross Care

Artwork by Denis Tiani

Artwork by Denis Tiani

The animated films of Walt Disney can be divided into two major periods of development and culmination: the initial phase extending from his first efforts in the medium in the mid/late 1920s through the release of BAMBI in 1942, and the second lasting from 1942 to 1959 and the release of SLEEPING BEAUTY, Disney’s last major feature. Phase two of Disney’s career in animation was instigated by a number of circumstances including: the failure of several of the first animated features to live up to commercial expectations, the studio strike of the early ‘40s which lost Disney some of his best artists, and the advent of World War Il during which his studio was taken over by the military and utilized for government purposes.

Due to the cumulative impact of these overlapping events Disney and his staff were forced to go back to block one, as it were, to nearly re-learn the lessons digested in the studios first phase of creative development, the 1930s, and to slowly make their way back to a standard of creative and technical proficiency that peaked in the “renaissance” of feature animation of the early ‘50s. A major aspect of this second phase involved the reorganization of Disney’s creative team which had been split by the animation strike. This re-grouping of creative input naturally extended to the studio’s musical staff as well, and resulted in a shift in Disney’s musical sound, just as the new team of visual artists engendered a new animation style.

In several previous articles – ‘Symphonists for the Sillys’ (Funnyworld #18) and ‘Cine-Symphony’ (Sight and Sound, Winter 1978) – the author has provided a history of the composers and musical techniques at Disney from 1928 through 1942; ‘Threads of Melody: The Evolution of a Major Film Score’ (Quarterly Journal of the Library of Congress, Spring, 1983; see also the book ‘Wonderful Inventions’, Government Printing Office, 1985) discussed in detail the collective evolution of a typical Disney feature of the period, in this case BAMBI. Readers with a specific interest in this initial phase of Disney’s work are urged to consult these articles, as the present essay will deal with the many musicians who contributed to Disney music in the post-BAMBI period, from 1942 to approximately 1955.

The Composers: Links from Phase One

Artwork by Denis TianiThe 1930s saw the emergence of two major in-house musicians, Frank Churchill and Leigh Harline (pronounced Har-leen), who would produce most of the music for Disney’s first features. Both had begun their careers scoring the cartoon shorts that established Disney’s reputation and thus shared with Disney and his staff the fascinating period of development that led to the first features. Churchill composed most of the songs for SNOW WHITE, DUMBO and BAMBI; Harline contributed underscoring and arrangements to SNOW WHITE while almost single-handedly composing the entire score (both songs and background scoring) for PINOCCHIO, Disney’s second feature and one of his most ambitious both technically and musically.

Together the two musicians musically provided the “something for everyone” that Disney was striving to provide in his mass-audience directed films. Churchill, a mostly untrained, natural musician, primarily a pianist, provided the simple, memorable tunes that audiences went away whistling, while Harline, a classically-trained, well-versed technician, provided the more “arty” sophisticated scores. Churchill’s shorts work is best exemplified by THE THREE LITTLE PIGS, CAMPING OUT and the early WHOOPEE PARTY; Harline’s by THE PIED PIPER, MUSIC LAND and THE OLD MILL.

Churchill’s work was cut short by his untimely death (by suicide) in 1941; Harline left the studio in 1940 after his score for PINOCCHIO copped two Oscars for “Best Song” and “Best Scoring”. Harline proceeded to work for most of the major studios, building up an impressive catalogue of feature soundtrack scoring including ISLE Of THE DEAD, THEY LIVE BY NIGHT, PICKUP ON SOUTH STREET and THE SEVEN FACES Of DR. LAO, to cite only a few.

One might trace the increasingly “pop” tone of Disney’s work to a number of factors: the departure of his two major staff composers, a reaction against the high-toned “artiness” of FANTASIA which had bombed at the box-office, and perhaps simply to the more pop-oriented commercial considerations of the post-War era. But whatever the reasons, the decade emphatically saw a shift to the more “Hit Parade”-geared score, while the more interesting and adventurous aspects of Disney music (which did persist throughout the period) were relegated to the arranging and background scoring of the features.

Wallace & Smith

Oliver WallaceThus it remained for Oliver Wallace and Paul Smith to carry the torch of Disney music (which had been lauded by composers such as Jerome Kern and Kurt Weill) from the naive innocence of the ‘30s to the increasing sophistication of the post-War ‘40s and beyond. Both composers had cut their teeth on shorts in the late ‘30s and had provided supplemental scoring for the first features as well.

Wallace, born in London in 1887, had spent 25 years as a theatre organist and as both a musical and stage director and had reputedly been the first musician ever to use the pipe organ to accompany silent films (in Seattle, Washington, in 1910). He moved to Hollywood in 1930, worked for Universal and Columbia, and joined Disney in 1936 to remain with the studio until his death in 1963. In the period between 1937 and 1956 he scored one hundred and forty seven shorts for Disney, mostly in the Donald Duck series, while contributing background scoring to ICHABOD AND MR. TOAD, CINDERELLA, ALICE IN WONDER LAND, PETER PAN and LADY AND THE TRAMP, as well as to many live-action features of the period. But some of Wallace’s most well-known work occurred in the early ‘40s when he composed two songs and the entire background score for DUMBO, as well as songs and scoring for a number of Disney’s better known WWII films, notably CHICKEN LITTLE, THE NEW SPIRIT and DER FUEHRER’S FACE, the title tune of which was a considerable hit, engendering a classic Spike Jones single (for which Wallace also wrote the lyrics). His prolific output for Disney was rounded out by scores for the live-action features, the ‘People and Places’ shorts series, and TV scoring.

Animator Frank Thomas, himself a musician and member of the Firehouse Five Plus Two, a band composed of Disney animators, described Wallace: “Ollie Wallace was a madman, funny, eccentric, unexpected and loved by everyone. He was caustic, satiric, looked like a little Bantam rooster, specialized in criticism, but usually funny and never let anyone get the best of him…

“From his years of playing organ to silent movies he was able to match music to any piece of action. He somehow didn’t write many memorable tunes, but he wrote many memorable scores. He was hard-working too, and if he ever slept through a story meeting he would snore loudly so everyone knew he was sleeping… he never left things like that to chance.

“When we were doing ICHABOD he personally did the whistling for poor Ichabod riding into the haunted dell. I’ve received much credit for doing the animation there, but it was Ollie’s whistling that set the timing and mood and made it easy to do. He also did the great piano playing for Captain Hook when he was trying to win Tinkerbell’s confidence. Ollie was a genius at that type of thing and responsible for many unique musical moments in our pictures.”

Wallace’s colleague at Disney, Paul Smith, was a native of Calumet, Michigan, a musical prodigy with absolute pitch who came from a musical family. Born in 1906, he was playing piano, violin, trumpet and viola at an early age, and conducting theatre orchestras while still in high school. He attended Bush Conservatory in Chicago, and later U.C.L.A. where he wrote four school musicals. Shortly after leaving school he joined Disney where he remained until 1962. His total output for the studio included supplemental scoring for many animated features, nearly every instalment of the True Life Adventure nature series, many live action features of the ‘50s and ‘60s including 20,000 LEAGUES UNDER THE SEA, and music for nearly 70 animated short subjects.

Animator-musician Frank Thomas described Paul Smith: “Paul Smith was young and eager when he arrived at Disney and really tried too hard on his first assignments. He wanted to do so very well, and felt there were no limitations on what could be done. As a result his music was complicated and lacked the sweep and style art simplicity of Frank Churchill’s. Because of this, when he was called upon to write the music for the ‘True Life Adventures’ he was able to catch sync in unexpected places, write novelties, unusual themes, and special material that no one else could match. In addition, he had learned simplicity and sweeping orchestration and emotional statements. He was never as good at cartoon music as he was at live-action. But he was outstanding… amazingly outstanding in that field.”

Plumb & Wolcott

Edward PlumbOther veterans of the ‘30s whose careers extended into later decades at Disney were Edward Plumb and Charles Wolcott. Plumb was born in Streator, Illinois in 1907 and was another highly trained musician whose background inc1uded music study in Europe, both privately and at the Akadamis at the University of Vienna. Primarily an arranger and skilled orchestrator, Plumb did freelance arranging for Paul Whiteman, Andre Kostelanetz, Vincent Lopez and Johnny Green. He worked at Disney from 1937 through 1945, then at various studios (including Republic, Paramount, Universal and MGM) from ‘45 to ‘51 at which time he rejoined Disney to orchestrate and arrange many of the middle/late period features, both animated and live, until his death in April of 1958.


Plumb’s first major assignment at Disney was FANTASIA and while nobody at Disney has ever been able to pin-point his exact contribution to that film (as music director under Stokowski) it probably meant that Plumb’s primary job was that of editing and smoothly abridging the eight lengthy classical works to fit the film’s two-hour running time. Plumb was associate composer and key arranger on the later BAMBI and was the head of the large musical staff that developed and arranged the raw musical material of the film, the simple, appealing melodies of the less technically versed Frank Churchill, into the extremely sophisticated final BAMBI score.

In addition, he actually composed about a third of the music, primarily the film’s more intense and complex musical passages; Bambi and his mother’s first approach to the meadow, Bambi and Ronno’s battle over Faline, and the final hunt and forest fire sequences. (Plumb had briefly served in a similar capacity in the earlier PINOCCHIO when he arranged and developed Harline’s themes for the dynamic and modernistic ‘Whale Chase’). After BAMBI, however, Plumb’s primary role at Disney would be as arranger/orchestrator/score-developer, overlapping musical roles he would play in DUMBO, VICTORY THROUGH AIR POWER, THE THREE CABALLEROS, PETER PAN and THE LIVING DESERT.

Another Disney regular of the period was Charles Wolcott, who had joined the studio in 1938. Wolcott was born in Flint, Michigan, in 1906, and was primarily a pianist/arranger starting at the University of Michigan where he had his own orchestra in the late ‘20s. Various keyboard and arranging jobs followed, and radio assignments in New York and later Hollywood, until he joined Disney in 1938. He remained there doing arranging and some secondary song writing until 1947. Post-Disney work included a stint at MGM between 1950 and 1960, during which he did the scores to BLACKBOARD JUNGLE (1955) and KEY WITNESS (I960). Wolcott now resides in Israel and since 1960 has been active in the Baha’i religion. NOTE: Wolcott died in 1987.

The Films

Since so many composers, song-writers, and arrangers were to pass through Disney during the ‘40s and ‘50s, after the preceding discussion of Disney studio regulars it is perhaps best to progress to a film-by-film study of the period. In Hollywood the scoring of any piece of film-making was seldom, if ever, a one-man job, and nowhere was the collective nature of film-scoring more in evidence than at the Disney studio of this period. As suggested earlier, the process became more and more collective as Disney came more and more to draw on the use of established song-writers, often several individuals or teams per film.

Indeed the contributions of these various tunesmiths began to increasingly serve as the basis for entire scores with original background scoring becoming less and less crucial, depending of course on the story property itself. Yet somehow there persisted a characteristic “Disney sound,” a perhaps indefinable amalgam of Disney’s personal taste in the selection of his songs and musical themes and the arranging talents of his staff whose roots sprang from the period that first engendered that sound, the ‘30s and early ‘40s.


DUMBO (October, 1941) followed fast on the heels of FANTASIA (November, 1940). In between came THE RELUCTANT DRAGON (June, 1941), a short feature combining a live-action studio tour with animated vignettes, notably the title sequence which included songs by Churchill and lyricist Larry Morey, the team who had created the successful songs for both SNOW WHITE and BAMBI). After SNOW WHITE, DUMBO was Disney’s best-received feature of the period, both commercially and critically. Its terse charm stemmed from a strong story simply and imaginatively told, both visually and musically. It can be seen a pivotal film musically as well; its simplicity and mood is both a reaction to the classically-scored FANTASIA and a throw-back to the jazzy, light-hearted musicality of the best of the Silly Symphonies (such as MUSIC LAND and WOODLAND CAFE) of the ‘30s. Of the four classic original feature scores, DUMBO is the least timeless and the one most representative of its period: the innocent sentimentality and good-time jazz of the ‘30s (At times it sounds a lot like Paul Whiteman).

The essentially Pop sound of DUMBO set a trend for most Disney features of the ensuing decades. Aside from occasional side trips into the classics (MAKE MINE MUSIC, MELODY TIME), Disney was through with classical music; his one 11th hour return to it, SLEEPING BEAUTY in 1959, proved a fascinating venture but a commercial disappointment. Afterwards he returned to the pop score with a vengeance, i.e., SWORD IN THE STONE, THE JUNGLE BOOK.

The songs from DUMBO (with lyrics by Ned Washington) were primarily composed by Frank Churchill. But perhaps because of simultaneous work on BAMBI, or perhaps because of personal conflicts brought on by nervous tension and alcoholism, Churchill did not compose the entire DUMBO vocal score, which was rounded out by two songs by Oliver Wallace. The Churchill-scored tunes include ‘Look Out for Mr. Stork’ and ‘Casey Jr.’, both heard in the opening sequences, ‘Song of the Roustabouts’, heard in the tent-raising scene, and the tender lullaby, ‘Baby Mine’, which was nominated for an Oscar.

For whatever reasons, Wallace ended up with two of the musical highlights of the film and one certifiable animation classic: ‘When I See An Elephant Fly’, a jazzy swing number performed by a flock of hip crows, and ‘Pink Elephants on Parade’, a phamasmagorical dream-sequence brought on by Dumbo’s unwitting binge at a water-bucket laced with champagne.

Though the jazzy pop tone of DUMBO contrasted with the pantheistic Impressionism of BAMBI, the two films shared a common characteristic which distinguished them from Disney’s first two features: none of the characters actually sang. Thus, the chorus in DUMBO took on added importance, serving as a kind of (literal) Greek chorus, performing all the songs and in general enhancing mood and atmosphere.

Ken Darby, whose work in vocal music at Disney’s culminated in the elaborate choral work for SONG OF THE SOUTH, remembered DUMBO and the period in general: “My first recorded work at Disney was done with the King’s Men Quartet (Darby’s vocal group), in a Mickey Mouse opus. I worked briefly, and in an experimental capacity on the preparation of BAMBI. Walt wanted the brook to have the sound of human voices. It worked well but he later changed his mind.

“I (did) work on DUMBO. Hall Johnson, a black musician who conducted an all-black Baptist church choir, was the original choral director on that film. Johnson’s choir had worked sporadically in radio, doing some shows with Bing and Al Jolson, and contributed their voices to several movies of the ‘40s. I used the personnel (carefully selected) for the Marx Brothers’ Film, A DAY AT THE RACES, and it was an even more carefully selected group that I used on SONG Of THE SOUTH, mixed with my own so-called ‘Ken Darby Singers’. Originally the voices in DUMBO’s chorus were all members of the Hall Johnson Choir. But when changes were made in the film – new sequences added, others altered or deleted completely – I was called in to remake some vocal tracks. Dumbo’s lullaby was one, ‘When I See an Elephant Fly’ was the other. Disney had discovered that Johnson and his choir were on tour and I was asked to supply arrangements and voices to score the added scenes and to bridge over the cuts. If memory serves me, Charles Henderson also made arrangements and conducted, mainly ‘Song of the Roustabouts’ in which the King’s Men were also involved as singers.

“Oliver Wallace was a novelty composer, great with comedy, a real nut, and a fine theatre organist as well. He and Paul Smith drew the honours of scoring films which had been (a): loosely assembled, like WATER BIRDS and the other nature films… or (b): tempo-structured to a metronome beat by cartoonists without a pre-recorded soundtrack. Ollie invariably scored the Donald/Mickey/Pluto cartoons… Paul was later assigned live-action films and more dignified subjects.”

Frank Thomas also mentioned the click-track technique in his reminiscences to the author about Wallace and Smith: “As you know, Frank Churchill died in 1941, leaving Leigh Harline as head man. But Paul Smith, one of the greatest, had come in about that time, and Ollie Wallace came down from Seattle, and the two of them became the dominant members of the music department. As Walt expanded his ideas, he needed more musicians, and particularly men who could improvise and match the sync of the action. Wallace was great at improvising, but he had great trouble with the sync problem, so Jim MacDonald (one of Disney’s key sound-effects men and later the voice of Mickey Mouse) worked out a procedure for him that was easier to follow. He took old film, and put a hole in the soundtrack side whenever there was an action that should be caught. When he had transferred all the important actions to the film from his bar sheets, Ollie had a track he could run that accurately and audibly gave every beep and chirp to identify the location of the action as well as the needed musical effects. The two of them worked together for some 30 years, and Ollie never looked at the bar sheets or the film to see where the accents came… he just listened to the pattern of the beeps and wrote to that – with great success.”

Ken Darby and his King’s Men also supplied the voices for Wallace’s famous ‘Pink Elephants’ sequence. (The group’s same unusual blend of broad comedy and impeccable musicianship can be heard on a period recording of the title tune to THE RELUCTANT DRAGON as well). With the absence of star-turn character solos which had been emphasized in the operetta-like SNOW WHITE and to some degree in PINOCCHIO as well, both BAMBI and DUMBO are fine examples of the fluid integration of music and visual story telling; each musical sequence in DUMBO is worth examining from the standpoint of this remarkable integration of music with incident, characterization, and mood, especially the exhilarating ‘Casey Jr.’ circus-train opening which tersely sets up setting and situation, and the semi-set-piece of the ‘Roustabouts’ chorus in which the minor harmonies of the music are counter pointed by the murky neutral colors and surreal stylization of the nocturnal tent raising.


But most viewers rightly consider Wallace’s ‘Pink Elephants’ the highlight of DUMBO. In much the manner in which a composer would manipulate the components of his medium – melody, rhythm, harmony, counterpoint – to create a purely musical Theme and Variations, so did Disney’s artists exploit their medium’s components, both visual and aural, to create a set of musical/visual variations only possible on film. The subject of this “expanded” Theme and Variations is split between the coordinated graphics and music: the visual “theme” is the basic elephant shape and the color pink; the musical theme is the melody and bass-line of Wallace’s memorable composition.

The visual/musical synthesis bears all the characteristics of a well-organized Theme and Variations. The elephant shape supplied the unified basis for all the fantastic graphic transformations within the sequence, and the predominant color pink undergoes subtle modulations in tone and shading throughout. Simultaneously, the foundation of the basic musical material maintains an almost hypnotic unity through its use of a simple but memorable melody and a persistent bass line, while supporting all sorts of orchestral embellishments.

A 4-measure trumpet fanfare, followed by a 4-measure bass figure punctuated by the recurrent cymbal crash introduces a colourfully orchestrated instrumental version of the grotesque minor-mode tune and its galumphing bass as the procession of pink creatures, their trunks put into service as band instruments, march against simple black backgrounds. As the hypnotic 6/8 march ostinato continues the viewer is suddenly removed from inside the fantasy to a medium shot of Dumbo and Timothy Mouse watching queasily as the procession marches around the border of the film frame. Male voices now take up Ned Washington’s clever lyrics as the camera trucks through weird vistas of elephant variations.

At the conclusion of the lyrics an intense, exhilarating series of musical/visual variations proper begins, each brilliantly clothed in Edward Plumb’s vivid orchestrations: an exotic “Egyptian/Oriental” variation in 2/4 with jalala-type percussion and a solo oboe; harps, trilling flutes, and suave strings introduce a funny, yet graceful, skater’s waltz variation, circa Sonia Henie; a quick transition via a shimmer of spraying snow and a rolled cymbal brings on another rhythmic shift to the last variation, a scintillating rumba danced by two pink-orange elephants who balance a white bolt of lightning between their trunks to orchestral claves and flutter-tonguing trumpets. Another cymbal crash and the pair shatters into 22 pairs of Latinesque pachyderms seen in long shot, a climactic mood of high-’40s optimism, Good Neighbor Policies, and Carmen Miranda.

Suddenly, both music and visuals go berserk: the orchestra launches into a manic coda based on a fragment of the song’s final musical phrase, and the elephants mutate into speeding cars, motor boats, and a roller-coaster until finally, in a lovely and unexpected transition, the frenzied dream-creatures fall through space to become the pink clouds in the dawn sky behind a tree in which Dumbo sleeps after having found his wings to the course of a surreal, musical nightmare. For “Pink Elephants” was not merely a spectacular visual/musical set piece, but a crucial plot-element as well, depicting Dumbo’s somnambulistic mastery of flight on which the entire climax of the story depends.

In addition to his two songs, Wallace also contributed a brilliantly bombastic Main Title, various Fellini-esque “source music” tracks behind the various circus acts and parades, and a wonderfully benign motif for Dumbo himself, first heard in solo oboe when Dumbo is seen having his first bath. Wallace and Churchill shared an Oscar for the score to DUMBO in a new classification created for the 1941 Academy Awards: “Best Scoring for a Musical Picture”.

The Post-Dumbo Animated Features

Victory Through Air Power, Saludos Ahigos, The Three Caballeros

George BrunsDUMBO and the ensuing BAMBI marked the end of an era in Disney music, just as they were also the final instalments in Disney animation’s first great period. They ushered in the years of anthology and half-length features with which Disney would mark out the rest of the 1940s, and an era of patchwork scoring as well. Of the Disney in-house musicians who remained with the studio during this transitional period it would be Wallace, Smith, Plumb, and Wolcott who would handle most of the original background scoring. They were now mostly relegated to arranging and score developing because it became an increasing]y predominant trend for Disney scores to evolve out of the songs of the commercial tunesmiths who Disney now contracted for his vocal scores. Wallace, Smith, and Plumb collectively concocted the score for Disney’s little seen WWII propaganda feature, VICTORY THROUGH AIR POWER (1943).

Charles Wolcott assumed the duties of principal music-director at this time, and it was Wo1cott who worked with Smith and Plumb on he scores for Disney’s first two pastiche features, SALUDOS AMIGOS (1943) and THE THREE CABALLEROS (1945). Though Wolcott contributed secondary song writing to both features, the scores were primarily derived from Latin American hits (many of which went on to become American standards after Disney introduced them) and from Latin American folk-music. Charles Wolcott had been the musician included in the Good Will tour which Disney and members of his staff made through Latin America in 1941, and no doubt became acquainted with many of the songs at this time.

SALUDOS AMIGOS, which runs only 43 minutes, is composed of four animated sequences. After live-action introductory footage of Disney and his group, the first sequence depicts Donald Duck as a typical tourist at Lake Titicaca. The Titicaca sequence is notable for its spare, economical underscoring, often using only one or two flutes, which lends a tranquil, other-worldly quality that plays against the overall comic tone. Wolcott used two pieces of folk music as the basis for this underscoring, the first, titled ‘Inca Princess’ for the scenes at Titicaca, and the second, ‘Llama Serenade,’ for Donald’s adventure in the Andes with a llama that responds to the various registers of a native flute. Wolcott recorded selections from the film on a Decca 78 rpm album (#A-369-23M) where the two Titicaca themes appear together under the title ‘Inca Suite’. Strangely enough, ‘Llama Serenade’ re-surfaces on a ‘50s Martin Denny album called Primativa and as the flip side of Denny’s Liberty hit single of Les Baxter’s ‘Quiet Village’.

The two ensuing segments, ‘Pedro’, a charming fable of anthropomorphized mail planes, and ‘El Gaucho Goofy,’ an amusing sequence somewhat in the manner of the Goofy “How To…” shorts, feature underscoring by Smith and Plumb, but the finale, ‘Acquarela do Brasil’ introduces two standards to the American public, Zequinta Abreau and Aloysio Oliveira’s ‘Tico Tico’ and Ary Barroso’s tremendously popular 1939 “Brazil.” (Oliveira also provided the voice of Joe Carioca).‘Tico Tico’ is something of a throwaway, delicately piped by Carioca as Donald learns the intricacies of the Samba. But ‘Brazil’ is given as elaborate a treatment as anything in this modestly-produced film, but one which certainly anticipates the wilder delirium of the following THREE CABALLEROS. Wolcott also penned, with lyrics by Ned Washington, the film’s title tune.

The most notable and certainly durable hit in THE THREE CABALLEROS, which was produced about the same time but not released until 1945, was ‘Baia’, another Barroso standard first copyrighted in 1939. ‘Baia’ is performed in an elaborate choral/orchestral arrangement that provides the background for a spectacular multiplane sequence that slowly trucks through a stylized and wildly-colored Baia, a city south of Rio, and, in the final moments, a jungle of glistening black silhouetted palm trees, all backlit by a smouldering, almost infernal red/orange/pink sunset sky. (The ‘Baia’ imagery and color styling, specifically the black palms and sunset, were appropriated by Brian DePalma in one of his sets for SCARFACE). Strangely enough, the ‘Baia’ sequence, one of the most visually stunning in all Disney animation, was cut from a re-edited 1977 theatrical reissue of THREE CABALLEROS, along with approximately half of the rest of the film.

Wild as it is, ‘Baia’ is only a prelude for the film’s real tour-de-force, a deliriously-arranged and staged live action/animation production number based on another Barroso song, ‘Os Quindins de Yaya’, danced and sung by Aurora Miranda (Carmen’s sister), Joe Carioca, and Donald Duck. THREE CABALLEROS is not as evenly structured as the preceding SALUDOS, and both the above-mentioned songs appear as part of the extended sequence about midway through when Joe takes Donald into a pop-up book about Brazil. Several lengthy and (relatively) low-keyed segments precede the Brazil sequence: the introductory ‘Aves Raras’ featuring a fable about a penguin adverse to the cold, and ‘Gauchito’ about a flying burro.

After the Brazil sequence, the action moves north to Mexico where, along with Panchito, a volatile rooster, viewers are introduced to Mexican music, including two hits. Manuel Esperon’s ‘Three Caballeros’ is performed by the trio of birds in Ward Kimball’s famous gag-filled animated sequence. Agustin Lara’s ‘Solamente Una Vez’, (‘You Belong to My Heart’) serves as the basis for a bizarrely surreal vocal/instrumental number between Donald Duck and the disembodied floating head of Mexican singer Dora Luz.

The torrid tempi and languid sensuality of Latin American music inspired both Disney’s animators and musical arrangers. THREE CABALLEROS contains some of the wildest orchestrations and animated sequences in Disney’s work of the period, and has become something of a cult classic. The collective arrangements of Wolcott, Plumb and Smith are some of the most inventive to come out of Hollywood and could easily merit a detailed examination of their own.

All the music from the most elaborate production number to the briefest transitional bridge is handled with the utmost charm and invention. Peak moments include: the charming ‘Little Train’ sequence (a short prelude to the ‘Os Quindins’ number in the Baia sequence) with its solo flute and feathery Samba percussion backing up effervescent animation and vivid day-glo colors against an ebony jungle background; the song and music for the manic Araquin bird; and Plumb’s climactic set of variations on the folk-tune ‘Jesusita En Chihuahua’ (‘Cactus Polka’) backing up a whip-wielding (live-action) dancer who disciplines Donald and a chorus line of metamorphosing dancing Saguaro cacti. Though as a whole rambling and sometimes padded, THE THREE CABALLEROS contains some of the most dynamic fusions of music and animation ever to come out of Hollywood, and some of the most spectacular orchestrations.

Make Mine Music, Melody Time!

Disney’s ensuing feature work included two anthology musical features that seemed geared to grafting the concert format of FANTASIA onto popular music forms with performers such as Dinah Shore, Benny Goodman, Andy Russell, and the Andrews Sisters. Indeed the first, MAKE MINE MUSIC (1946) includes two classical segments, ‘Peter and the Wolf’, after Prokofiev, and ‘The Whale Who Sang At The Met’, a tongue-in-cheek but ultimately touching operatic satire developed by opera-buff story-man Dick Huemer. The score is an operatic pastiche performed by Nelson Eddy singing all the roles, including a one-man chorus at the short’s finale. The vocal direction is by Ken Darby. Another sequence, ‘Blue Bayou’, with the Ken Darby Singers performing the song by Bobby Worth and Ray Gilbert, was originally intended as the “Clair de Lune” sequence in a FANTASIA follow-up. (The sequence has been seen on TV and DVD with the Debussy score.)

The rest of MMM’s score is rounded out by popular numbers written by a staff of song-writers, many of whom would contribute hits to Disney’s ensuing work: composers Worth, Ailie Wrubel, Eliot Daniel and lyricist Gilbert. Wolcott was again chief musical director assisted by Wallace, Plumb and Darby, and contributed one song, ‘Two Silhouettes’ for a ballet sequence. Most of the ensuing sequences are MTV-like interpretations of straight pop numbers, including two Benny Goodman-inspired segments, ‘All the Cats Join In’, a ‘40s jitterbug number sparely animated to the Eddie Sauter, Alec Wilder, Ray Gilbert tune, and ‘After You’re Gone’, a slyly surreal excursion inspired by the instruments in Goodman’s jazz quartet.

Disney also unveils another excellent Latin American song, ‘Without You’ (‘Tres Palabras’) with music and Spanish lyrics by Osvaldo Farres, which dates back to 1942. The picture is rounded out by two broadly comic segments. ‘The Martins and the Coys’ by Al Cameron and Ted Weems, and ‘Casey At The Bat’, a recitation by Jerry Colonna concocted by Daniel, Darby and Gilbert. Wrubel and Gilbert’s ‘Johnny Fedora’ is sung by the Andrews Sisters, accompanying a somewhat bizarre love affair between two hats.

MELODY TIME (1948) duplicated the format of MAKE MINE MUSIC but is on all levels, especially the technical and the stylistic, a tremendous advance (particularly in its color styling) over the previous film. Credited musical directors this time are Eliot Daniel and vocal director Ken Darby, with Paul Smith as associate. Al Sack and Vic Schoen are credited with special arrangements. The two major sequences of MELODY TIME – ‘Pecos Bill’, with songs by Daniel and lyricist Johnny Lange, and ‘Johnny Appleseed’, with songs by the new team of composer Walter Kent and lyricist Kim Gannon – are both elaborately conceived mini-musicals which achieved further exposure as featurettes when later excerpted from the film. The remaining five selections follow the MTV-format, but again on a considerably higher level than anything achieved by MAKE MINE MUSIC. The film opens with a lively title tune by Bennie Benjamin and George Weiss, the melody of which returns in appropriate variations to prelude each sequence.

The initial segment, ‘Once Upon A Wintertime’, based on a mellow ‘40s ballad by Bobby Worth with Ray Gilbert’s lyrics, is a stylized valentine to an old-fashioned melodrama. Frances Langford’s vocal underscores the opening and closing scenes of a young couple’s idyllic skating outing, while a cleverly arranged orchestral interlude, freely based on the Worth song melody, accompanies a frenzied ice-break-up.

‘Bumble Boogie’ ensues, based on the Freddy Martin performance of pianist Jack Fina’s boogie-woogie transcription of Rimsky-Korsakov’s ‘Flight of the Bumble Bee’ (with Fina at the keyboard). It is accurately described in the voice-over introduction as a “musical nightmare”. The spare, imaginative design is based on musical motifs (primarily piano keys which metamorphose into eyes and butterflies) and with its wild color styling and surreal transformations ‘Bumble Boogie’ ranks with DUMBO’s ‘Pink Elephants’ sequence as one of the most cohesive and imaginatively executed musical sequences in 1940s Disney. If Disney ever duplicated the heady ambience of FANTASIA in the pop-music genre, ‘Bumble Boogie’ is it.

The touching and fairly extended saga of ‘Johnny Appleseed’, with its fluid integration of Kent/Gannon songs and Dennis Day’s narration – Day also does all the character voices – is followed by a somewhat austerely-stylized sequence based on Oscar Rasbach’s setting of Kilmer’s poem, ‘Trees’, a showpiece for a new style of Disney animation special effects. ‘Little Toot’ is a charming musicalization of Hardie Gramatsky’s classic children’s book built around Allie Wrubel’s energetic tune performed by the Andrews Sisters. Paul Smith provides an exciting original cue for the storm sequence.

The penultimate MELODY TIME sequence, ‘Blame It On The Samba’, is based on Ernesto Nazareth’s 1926 Brazilian composition, ‘Cavaquinho’, with new lyrics provided by Gilbert. ‘Samba’ opens with an animated introductory sequence with a depressed Donald Duck and Joe Carioca, the latter making a comeback from THREE CABALLEROS. (The literally “blue” characters look like they have wandered into ALICE IN WONDERLAND’s Tulgy Wood). Another CABS character, the manic Araquin bird, soon stirs things up by mixing a giant cocktail in which a live Ethel Smith and her Hammond organ materialize in a swirl of mod colors within a giant brandy snifter. At the keyboard Smith performs a virtuosic version of the title, along with vocals by the Dinning Sisters trio, to backup an intricately staged number with the animated Donald and Joe. (The Araquin makes of final explosive appearance too).

The film’s climactic sequence is a rowdy version of the American tall-tale, Pecos Bill, with the Daniel/Lange songs and narration performed by Roy Rogers and the Sons of the Pioneers. They, along with appearances by Disney juves Bobby Driscoll and Luana Patton. All are seen in a live-action campfire prologue and epilogue. A beautifully animated opening truck through the nocturnal desert accompanies the wistful ballad, ‘Blue Shadows on the Trail’, and the lively ‘Pecos Bill’ is done as an extended and sometimes surreal animated production number.

MELODY TIME is an excellently-realized film on every level; its status as one of the least-known of Disney’s features is probably due to its difficult-to-market anthology format. But in regard to pure style and invention, especially in its slick integration of plot and incident with elaborately staged and “choreographed” musical numbers, MELODY TIME emphatically shows that Disney and his staff were ready for the revival of animated features of the early ‘50s (CINDERELLA and ALICE IN WONDERLAND bear definite stylistic and musical links to MELODY TIME).

Bearing in mind its level of aspiration was deliberately less-exalted that the former film, one might say MELODY TIME works as well on its Pop level as FANTASIA works on its Classical, and maybe a little better. Indeed, sections of MELODY TIME seen today are amazingly contemporary: ‘Bumble Boogie’ and especially the ‘Blame It On The Samba’ sequences, could both easily fit into the MTV formula (that is, if Disney’s level of technique and imagination would not dwarf the rest of the fare).

Song of the South, So Dear To My Heart, Fun and Fancy Free,
Ichabod and Mr. Toad

Leigh HarlineOddly, Disney’s mid-1940s features align themselves in pairs; i.e., two Latin American features, two musical anthology features, and so on. This matched output is rounded out by two live-action/animation features, SONG OF THE SOUTH and SO DEAR TO MY HEART, and two animated features containing two segments each, FUN AND FANCY FREE and ICHABOD AND MR. TOAD.

Of all the mid-’40s features, SONG OF THE SOUTH (1946), has proved one of the most perennial (and now controversial). NOTE: SONG OF THE SOUTH was reissued several times, the last in the U.S. in 1986, but due to its racial issues has not been seen or released on VHS or DVD since). Its (previous) durability is probably due to two major factors: its winning animated sequences and its score, the latter the end result of the work of five composers and musical directors and nearly as many teams of song-writers. Like many of these later-period features, preproduction plans date back to the ‘30s, and the Leigh Harline collection at the University of Cincinnati contains demos of songs written by Harline and performed by Cliff Edwards for a proposed ‘Uncle Remus’ feature.

Of the many songs that finally emerged in the film, the certified hit was “Zip-a-dee Doo-Dah” by composer Allie Wrubel and lyricist Ray Gilbert, which became the biggest original standard to emerge from the post-DUMBO features, even managing to re-surface as a classic rhythm-and-blues single in the late ‘50s. Other popular tunes were Eliot Daniel’s ‘That’s What Uncle Remus Says’ (lyrics by Johnny Lange and Hy Heath) which produced a successful Guy Lombardo single, and Wolcott’s ‘Sooner or Later’. The Wrubel/Gilbert collaboration also produced ‘Everybody’s Got a Laughing Place’ and Robert MacGimsey supplied “How Do You Do.” (Most of these numbers can be heard instrumentally when one waits in line at the Splash Mountain attractions in the theme parks).

The total score was overseen by five composers and musical directors: the already-cited team of Plumb, Wolcott and Smith, vocal director Ken Darby, and live-sequence composer Daniele Amfitheatrof. The animated sequences, scored by Smith, are primarily developments of the song melodies: most notable, the ‘Tar Baby’ sequence which is almost entirely synced to the jaunty rhythms of the song ‘How Do You Do’, the whole episode being a marvellous example of cartoon director Wilfred Jackson’s skilful ability to integrate song and background score with story and characterization. (Jackson had directed some of the most musical of the Silly Symphonies, i.e., MUSIC LAND, THE OLD MILL).

Composer Amfitheatrof, in his only stint for Disney, managed to create a score which, while not at odds with the more fanciful cartoon scoring, still carries the sunny animated mood into the live-action sequences while interjecting touches of drama and nostalgia that place the live story on a level separate but equal to that of the animated segments. Especially effective is his cue for the climactic sequence in which Johnny is run down by a bull when the boy is desperately attempting to stop the departing Uncle Remus.

A later companion-piece to SOUTH was SO DEAR TO MY HEART (1949), another excursion into Technicolored nostalgia that places less emphasis on animation than the earlier film. Song credits went to Elliot Daniel and SNOW WHITE/BAMBI lyricist, Larry Morey, who contributed “Lavender Blue’, with the hit-making team of Don Raye and Gene DePaul providing ‘It’s What You Do With What You Got’. Paul Smith background scored this seldom-seen film.

FUN AND FANCY FREE (l947) combines two animated sequences, ‘Bongo’ and ‘Mickey and the Beanstalk’. Continuity is provided by narrator Jiminy Cricket (heard singing a Harline-Washington out-take from PINOCCHIO, ‘I’m a Happy-Go-Lucky Fellow’), and by amusing live-action scenes with Edgar Bergen, Luana Patton and Bergan’s dummies. Though spotty and obviously padded to feature-length proportions, the film has some of the nicest tunes of the period. From ‘Bong’, charmingly narrated and sung by Dinah Shore, comes Bobby Worth’s lovely ballad, ‘Lazy Countryside’; Eliot Daniel and lyricist Buddy Kaye provide ‘Say It With a Slap’, a catchy novelty number, and another ballad, ‘Too Good To Be True’.

Stronger on story-line than the over-extended ‘Bongo’, ‘Beanstalk’ has less room for songs but offered Smith a rare chance at song-writing with the giant’s ditty, ‘Fee FI Fo Fum’. Composer Ray Noble with Disney producer William (Bill) Walsh, wrote another ballad ‘My Favorite Dream’, sung by the magic harp. An instrumental highlight was the ‘Beanero’, Paul Smith’s bolero-like composition that provided accompaniment for the scene in which the magic beans sprout in the moonlight and, to a sinuous flute melody that escalates into a throbbing full orchestration, grow into a mammoth beanstalk that lifts Mickey, Donald, Goofy and their entire cottage into the giant’s cloudland. The ‘Beanero’ was even released in sheet music form.


The Adventures of Ichabod and Mr. Toad

1949’s ICHABOD AND MR. TOAD was to be Disney’s last film of the decade and the last of the pastiche features. The first segment, ‘Mr. Toad’, is an adaptation of Kenneth Grahame’s classic book, The Wind in the Willows, and, according to one Disney animator, had at one time been projected for the same reverential treatment as Disney’s version of BAMBI. But World War II and the studio strike intervened and Willows finally ended up as half of this feature (which runs a sparse 68 minutes as it is). Thus Grahame’s sensitive, idyllic prose was pretty much reduced to a comic action sequence with little room for atmosphere or poetry (though the character design is chraming). One song hanging-on from its pre-production period, ‘Merrily On Our Way’ by Frank Churchill and Larry Morey, refurbished by Wolcott and lyricist Gilbert.

The film’s second sequence, from Washington Irving’s famous short story, Legend of Sleepy Hollow, set a trend to be followed in most of Disney’s ensuing full length features: a deliberately Hit Parade-geared score which, while often excellent on its own, sometimes seemed to have little to do with plot or atmosphere. In this case Disney used the team of Gene DePaul and Don Raye, hit-makers responsible for standards such as ‘I’ll Remember April’, ‘Star Eyes’ (and the ever-popular ‘Cow-Cow Boogie’, an Ella Mae Morse hit which achieved the dubious distinction of being cited in both the book and film version of MYRA BRECKINRIDGE).

DePaul and Raye had written for various studios (MGM, Paramount, etc.) and were strong on jazzy, down-home numbers. They later achieved greater success with the scores to SEVEN BRIDES FOR SEVEN BROTHERS (film) and L’IL ABNER (show and film), and produced hits into the ‘50s (‘They Were Doin’ the Mambo’). For ICHABOD they produced three 40-ish numbers that were perhaps more suited to the talents of narrator Bing Crosby than to the mood of Washington Irving, but all of which jived well with the droll, sometimes cynical tone of Disney’s version: ‘Ichabod’, ‘Katrina’ and a potential Big Band minor-mode swinger, ‘The Headless Horseman’.

Again the tunes provided the basis for a good deal of the background scoring, but oddly enough the sequences climactic episode, the magnificently realized ‘Headless Horseman Chase’, was given original scoring by music director Oliver Wallace. Wallace’s orchestral score is earnest and chilling in the beautifully atmospheric preliminary scenes, and finally driving and genuinely terrifying at the appearance of the Horseman himself (to a whooping French horn glissando). Also notable are Ken Darby’s vocal arrangements, especially in the slickly eerie backup harmonies of the ‘Headless Horseman’ vocal number, and Joseph Dubin’s orchestrations that mark his initial work on Disney features.

The Feature Renaissance of the 1950s

With the advent of the 1950’s, Disney continued the by-now standard technique of hiring non-staff song-writers for the brunt of his feature scores. While the films of the post-BAMBI ‘40s lined up in pairs, Disney launched into the ‘50s with a quartet of films which were to be the culmination of his work in animation before the medium which earned him his immortality became an adjunct to the new phenomenon of Disneyland. The quartet actually forms a trilogy composed of classic fairy tale subjects – CINDERELLA (1950), ALICE IN WONDERLAND (1951) and PETER PAN (1953) – with a coda provided by LADY AND THE TRAMP (1955), probably the last film to really receive the benefit of Disney’s consuming interest.


CINDERELLA, which marked the Disney studio’s return to successful feature animation in 1950, is somewhat unique in that it is also one of the rare period features to have songs composed by a single song-writing team, in this case a new one for Disney: Mack David, Jerry Livingston, and Al Hoffmann. Oliver Wallace and Paul Smith share credit for the pleasant background score which, with the exception of such episodes as the cat and mouse games in the film’s opening half and those revolving around the Royal Ball (the midnight chimes and ensuing wild coach ride home), was primarily derived from the vocal score.

Alice In Wonderland, Peter Pan

ALICE IN WONDERLAND’s song credits are nearly as involved as SONG OF THE SOUTH, using four teams of songwriters. For both ALICE and the following PETER PAN the major song-writing chores were handled by the successful Hollywood composer Sammy Fain and lyricists Bob Hilliard and Sammy Cahn, respectively; Oliver Wallace composed the background scoring, thus giving the two films musical unity. With ALICE, however, both the CINDERELLA and ICHABOD teams contributed one tune each, with Wallace (and lyricist Ted Sears) also doing secondary songs for both pictures.

Both films also had extended pre-production histories dating back to the late ‘30s. They were also the prime animated manifestations of Disney’s “British” period of the early ‘50s (which included a live-action quartet, TREASURE ISLAND, ROBIN HOOD and THE SWORD AND THE ROSE, all scored by Clifton Parker, and ROB ROY, scored by Cedric Thorpe Davie). Thus it’s rather appropriate that, in spite of the multifarious song Input, ALICE and PETER PAN resulted in the London-born Wallace’s most distinctive instrumental scores.

Although, due to their source material and stylistic/technical unity, the two films could be viewed as companion pieces, they are actually the result of two ultimately contrasting approaches. Disney’s ALICE, like most Carroll adaptations, is a free-form structure, light on plot momentum and character motivation, and could even be viewed as the final manifestation of Disney’s musical anthology films of the mid-’40s (such as MELODY TIME, to which it bears a striking similarity). Perhaps because of Disney’s apprehensions over ALICE’s commercial potential, the ensuing PETER PAN opts for a strong plot, tightly told, and one that strongly contrasts ALICE’s rambling but atmospheric pacing.

At any rate, Wallace’s work in both cases was dictated by the obligatory integration of songs into background score, but ALICE’s episodic structure left more room for musical highlights than the faster-paced PETER PAN, and resulted in one of Wallace’s most distinctive scores. The Fain/Hilliard songs became one of the most popular elements of a film that, like FANTASIA, took time to acquire a following.

Fain’s melodies in particular, though not especially appealing to children – as a kid I immediately loved the film as a whole but was most enthralled by Wallace’s pseudo Oriental ditty for the Caterpillar – have over the years revealed themselves as excellent and highly sophisticated Jazz tunes; Indeed they were recorded by such artists as Dave Brubeck and Rosemary Clooney in the early ‘50s. Composer Sammy Fain would go on to pen an incredible number of Hollywood hits, from ‘Secret Love’ from CALAMITY JANE to “’A Very Special Love’ from MARJORIE MORNINGSTAR, and many other title tunes.

Wallace’s integration of Fain’s melodies is fluid and consistently witty; especially the haunting title tune with its distinctive augmented-4th opening, which, rondo-like, undergoes a number of inventive and amusing harmonic variations throughout the film. The first variation is heard in sophisticated harmonic orchestration under a chorus, humming in unison, for the film’s opening multiplane truck across a flower-filled English meadow, and then in a drolly ominous version as Alice squeezes into the rabbit hole. Wallace also manages to slip in a few tunes of his own, notably in the introductory scenes before Alice goes down the rabbit hole. The Tulgy Wood sequence also features some of Wallace’s most distinctive original scoring, the composer there being called on to provide a concentrated divertimento of succinct but vivid musical episodes for the various creatures that Alice encounters in the eerie Wonderland forest.

But most of the time, in both ALICE and PETER PAN, background scoring is given very little time in which to develop and subsequently Wallace developed a kind of “recitative”-style of underscore which punctuated the action and in many cases the actual spoken dialogue itself in a manner rather like the accompaniment supports operatic and oratorio recitative. No doubt his years of scoring the extremely concentrated action of the Disney shorts helped Wallace hone this skill so that when called upon to underscore these two features in which spoken dialogue plays such an important part, he simply developed a musical line which punctuated the often erratic rhythms of the characters’ speech in much the same manner as his music punctuated the often erratic and manic action of the Donald Duck and other shorts. (One of Wallace’s best and most musically cohesive scores for a Duck short was his excellent score for TEA FOR TWO HUNDRED in 1948, which admirably adapts a melodic style to the quixotic demands of the shorts genre).

This rather unique method, which no doubt partially also evolved out of Wallace’s years of experience accompanying silent films, is most observable in the more bombastic dialogue scenes; i.e., Alice’s encounter with the Queen of Hearts in which the underscoring brilliantly delineates the schizophrenic nature of the head-lopping monarch, and also in the scenes which introduce Captain Hook in PETER PAN and where the score echoes the character’s verbal outbursts of melodramatic villainy with touches of epic grandeur. The same technique is discernable all through the wonderful Caterpillar sequence, for which Wallace also composed the song ‘AEIOU’. But here the recitative style is more laid-back and droll, subtly mirroring the well-bred Alice’s attempts to deal civilly that characters that are not only mad but also maddening. Indeed this confrontation between gentility and anarchy which runs throughout the film is a comic motif that is admirably captured in Wallace’s humorous, delightful and often unique underscoring.

ALICE IN WONDERLAND can probably be accurately cited as Wallace’s major animated-feature score, and is certainly the best overall score of late period Disney. PETER PAN again effectively merges Fain’s melodies with Wallace’s sympathetic development and embellishment, though the picture’s accent on fast-moving plot deflects from too much atmosphere either musically or visually. Wallace’s contributions include an alternatingly ethereal and jaunty motif for Peter Pan himself, first heard in solo flute as he appears in silhouette on the Darling rooftop, a briefly-heard shanty for the pirates (‘A Pirate’s Life’), and a march song for the Lost Boys.

Wallace also scored a ravishingly lovely waltz under the scene in which Peter shows the children Neverland for the first time, but both scene and theme are throwaways, never reprised or developed. A lush waltz, introduced by a very brief but evocative musical description of the pixie’s flight, is also heard In Tinkerbell’s scenes in the nursery. As with ALICE IN WONDERLAND, the composer also scored the stirring main title fanfares with their distinctive modulations. PETER PAN also includes one hold-over from the film’s late ‘30s pre-production period, Frank Churchill’s motif for the crocodile, the last example of the work of that wonderful melodist to appear in a Disney production.

Two new names became associated with Disney animation about this time, Joseph Dubin and Jud Conion. Dubin, who was born in 1900 and died in 1961, was the younger brother of lyrist Al Dubin (of the ‘30s Warners musicals fame). Dubin worked at Republic as a composer and arranger from 1944 to 1946, and at Columbia as a composer from 1947 to 1949, working on at least 35 pictures for these two studios. He joined Disney in 1949 where his duties were primarily in orchestration on several of the animated features (ICHABOD, CINDERELLA, ALICE) and on 20,000 LEAGUES UNDER THE SEA as well. He also composed a number of scores for the sort cartoons and television.

One animator recalled Dubin and his working relationship with Oliver Wallace: “Joe Dubin was another nice guy, loaded with talent. Joe was heavy, too heavy, and always had a cigarette hanging out of his mouth, not to the side, but straight down the middle and looking like it would drop clear out at any minute. His talent was more in orchestration than in composing and he was quickly grabbed by Ollie Wallace to orchestrate his scores. Ollie was primarily an improvising musician with a great sense of music but he had never done much in arranging, so in those early days he kept several men busy doing the arranging and orchestration for his numbers and scores. Dubin worked more on shorts than on features, but he worked with Ollie on all of them, I believe.”

Jud Conlon was the vocal arranger for both ALICE and PETER PAN, and came to the Disney studio with years of radio and recording experience, mainly as the leader and arranger for the Rhythmaires, Bing Crosby’s vocal group. His own group, the Jud Conlon Singers, also worked with Stan Freberg and Spike Jones. Conlon was never actually one of the Disney staff, but rather free-lanced at the studio in the area of choral arranging and directing. He also arranged the live-action musical, BABES IN TOYLAND. Conlon is cited here because his work on ALICE and PETER PAN is the ‘50s culmination of the big choral sound featured in SNOW WHITE, PINOCCHIO and especially BAMBI, and which became something of a Disney-sound trademark, particularly in the main title tracks. Conlon’s arrangements can be heard in both main titles, in ALICE in the ‘Garden of Live Flowers’ and ‘Very Good Advice’ sequences, and in PETER PAN in the ‘You Can Fly’ and ‘What Made the Red Man Red’ numbers.

As previously stated, both films are notable for the fluidity and economy with which songs are integrated into the action and total musical fabric. Both ‘I’m Late’ (the White Rabbit’s song) from ALICE and ‘You Can Fly’ from PETER PAN materialize from spoken dialogue, and musical numbers are underway almost without the viewer being aware of them. Indeed all the dialogue for the White Rabbit’s (brief) opening speeches are rhythmically notated in the score, much in the manner of operatic “Sprechstimme”, and no more than 8 measures of the song itself is actually ever heard in the film (though its melody becomes a motif heard orchestrally at each appearance of the flustered rabbit). While carrying on the ecstatic massed-choral sound of the first features, Conlon’s arrangements are also characterized by their modern jazz (a la Four Freshmen) harmonies, notably in the modernistic a cappella arrangement of “Second Star To The Right”, which briefly underscores the opening voice-over narration scenes of PETER PAN after the main-title.

Paul Smith

Paul SmithPaul SmithPaul Smith, the only other Disney staff musician to bridge the decades between the ‘30s and the ‘50s, eventually found more recognition for his work in Disney’s live-action films than in Disney animation (though prior to the appearance of Joe Dubin, Smith shared the composition of the scores for Disney’s prolific output of cartoon shorts with Oliver Wallace, and had contributed to many of the early features including PINOCCHIO). Smith had probably the most recognizable individual “sound” of any Disney composer. Anyone familiar with his scoring for the True Life Adventure films, the ‘50s series which won him the most acclaim of all his Disney work, can probably detect the Smith-scored instrumental passages in such features as MELODY TIME (notably in the ‘Pecos Bill’ underscoring which often anticipates the nature series style) and in CINDERELLA.

Of all his live-action music, Smith’s score for the True Life Adventure feature, THE LIVING DESERT (1953), is probably his masterpiece, a major feature score notable for its lyricism, humor, and power. Later in the ‘50s, Smith was to devote most of his efforts to scoring Disney’s live-action features, including an epic symphonic score for one of Disney’s best live films, 20,000 LEAGUES UNDER THE SEA (1954). Smith also made a speciality of lighter Disney fares such as THE SHAGGY DOG (1959), POLLYANNA (1960) and THE PARENT TRAP (1961); most of these scores were orchestrated by Franklyn Marks. Smith’s last feature score for Disney was THE THREE LIVES OF THOMASINA, released in 1963. He retired from Disney in 1962 and died at age 79 in 1985.

Collectively, Paul Smith and Oliver Wallace were responsible for an incredibly prolific and unique contribution to all aspects of Disney studio film-making, both animated and live-action.


Space limits our consideration of Disney musicians beyond 1953 and PETER PAN. Wallace scored one more animated feature, LADY AND THE TRAMP (1955), performing his by-then customary supplemental scoring for a somewhat bland Sonny Burke/Peggy Lee song score, though the less-musical and rather “live-action” structure of the feature allowed Wallace to provide a more conventionally designed score; i.e., more and less-fragmented music.

Primarily on the strength of his having composed the tremendously popular ‘Ballad of Davy Crockett’ for the 1954 Disneyland TV series, big-band veteran George Bruns was rapidly elevated to the status of feature composer for 1959’s SLEEPING BEAUTY, though his duties there mostly involved adapting the Tchaikovsky ballet score. He went on to compose the background music for all the Disney animated features from 101 DALMATIANS (1961) through JUNGLE BOOK (1967) and the post-Walt ARISTOCATS (1970), most of which featured songs by the popular Sherman Brothers, who had also composed the songs for the MARY POPPINS (1964).

Ross Care, proofed July 24-26, 2009.

Updated Author Bio

As a composer Ross Care has scored several of the early animated films of John Canemaker and Michael Sporn, all available on DVD, and his musical version of Carroll‘s THROUGH THE LOOKING GLASS has been performed nationally.
Recently the LA Times called his incidental score for a revival of Tennessee Williams’ THE GLASS MENAGERIE “enormously effective….” and his concert works have been performed around southern California.
As an author-critic he has written on film and film music for Film Quarterly, Sight and Sound, and Cinefantastique. For over a decade he wrote a music column, The Record Rack, for Scarlet Street, the Magazine of Mystery and Horror.
Previously his feature articles on Alex North, Cole Porter, and Hollywood music in the 1950s, among several others, were published in the Performing Arts book series of the Library of Congress in Washington.
Recently he contributed the liner notes for the Film Score Monthly CD releases of RAINTREE COUNTY, THE FUGITIVE KIND, BILLION DOLLAR BRAIN, and THE 7 FACES OF DR. LAO and provided some of the commentaries for Leonard Maltin’s second Disney Treasures volume of MORE SILLY SYMPHONIES.


  • David Jenkins on said:

    Might you have any insight as to the circumstance of Harry Warren and Eddie Pola writing a single song titled “I Don’t See You Any More” in 1953 and copyrighted in July of that year by Walt Disney Music Corp.? The copyright was transferred not long after that to Harry Warren’s own publishing company, Four Jays Music Co., but why was the song written and for what project/purpose? Was a film or short film they were working on in 1953 canceled? I’ve got a lead sheet of the song with chord names and lyrics.



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