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Never mind about Meryl & Emma. What about Julie & Audrey’s epic battle for Best Actress back in 1965?



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Okay. I know. You’re feeling kind of blue because members of the Academy didn’t show “Saving Mr. Banks” all that much love last week. There’s also a number of you out there who are really, really angry at Meryl Streep right now. Mostly because you believe that her ill-considered remarks at the National Board of Review awards gala is what wound up costing Emma Thompson a Best Actress nomination.

Meryl Streep and Emma Thompson at the 2014 Board of National Review Awards Gala

Well, look. As I already proved with last week’s “Wizard of Oz” article, I wasn’t all that thrilled with Meryl calling Walt “a hideous anti-Semite,” a “gender bigot” as well as a person who “didn’t trust women or cats.” But that said, I also don’t think that Streep’s comments at this awards dinner wound up costing Emma an Oscar nomination.

“And why is that?,” you ask. Because the dates don’t line up. To explain: Members of the Academy of Motion Picture Arts & Sciences could start voting on their choices for Oscar nominees on Friday, December 27th. Meryl gave her ill-conceived speech on the night of Tuesday, January 7th. And then voting closed for this year’s Oscar nominees on Wednesday, January 8th at 5 p.m. PT.

You get what I’m saying here? Given that there were less than 20 hours between when Ms. Streep spoke at that awards gala and when voting for this year’s Oscar nominees officially closed, it’s doubtful that Meryl’s comments about Walt could have had all that big an impact on the vote. After all, the nearly 6000 members of the Academy had already had 12 days to cast their ballots prior to this point. So it stands to reason that most members had already made up their mind about “Saving Mr. Banks” prior to the social media firestorm that erupted in the wake of Streep’s speech. Or — for that matter — the second wave of online outrage that followed when Abigail Disney jumped on Facebook & then insisted that Meryl Streep was right about her grand uncle.

Julie Andrews and Audrey Hepburn backstage at the 1965 Academy Awards in front of the Hollywood press corps. Copyright AMPAS. All rights reserved

Still, all of this talk of one actress possibly costing another an Oscar nomination reminds me of what happened back in February 1965. When the Los Angeles Times actually ran a banner headline on its front page which read “”JULIE ANDREWS CHOSEN, AUDREY HEPBURN OMITTED” on the day when the Academy Award nominations for “Mary Poppins ” & “My Fair Lady ” were announced.

Nearly a half century later, few film fans can recall the outrage that ensued when Jack L. Warner announced that — rather than Julie Andrews — he had cast Audrey Hepburn to play Eliza Doolittle in his studio’s $12 million production of “My Fair Lady” (which — at that time — made this movie musical the most expensive motion picture ever produced).

Mind you, back in June of 1961 when Warner initially snatched the screen rights for this Tony Award-winning musical away from MGM for $5.5 million, Jack was still open to the idea of hiring Julie. In  “Audrey Hepburn” (Putnum Adult, October 1996) ” — Barry Paris talks about how Warner & Andrews initially spoke on the phone about this project.

Copyright Putnum Adult. All rights reserved

“I’d love to do it,” she reportedly told him. “When do we start?” Warner asked when she could come out for a screen test, to which Andrews replied, “Screen test? You’ve seen me do the part and you know I can do a good job.” He said, “Miss Andrews, you’re only known in London and New York. I have to be sure you photograph and project well. Film is a different medium.”

So sometime in 1962, Julie supposedly flew out to LA and screen-tested for the role of Eliza Doolittle. And according to Hollywood legend, this test did not go well. What exactly went wrong? Well, to be blunt, even back when she was playing this part on Broadway, Julie found portraying Eliza tremendously challenging. As Matthew Kennedy revealed in “Roadshow! The Fall of Film Musicals in the 1960s ” (Oxford University Press, January 2014), Ms. Andrews felt that …

“I never quite got that part under control.”

Julie Andrews and Rex Harrison in the original Broadway production of Lerner & Loewe’s “My Fair Lady”

Which is why Julie …

… was never costar Rex Harrison’s first choice on stage or screen. He found her wooden, and (“My Fair Lady” stage director) Moss Hart shouted insults to that effect in rehearsals.

Which is why — when Walt Disney went backstage after a performance of “Camelot ” to offer Andrews the role of “Mary Poppins” — Leonard Mosley, in “Disney’s World ” (Scarborough House, October 1990) reported that …

Julie Andrews as Queen Guinevere in Lerner & Loewe’s “Camelot”

… Julie hesitated. Though (Walt) did not realize it at the time, she had lost her nerve, particularly about starring in the movies. After her triumph on the stage opposite Rex Harrison in “My Fair Lady,” she had done a test for Warner Brothers, who proposed to make a film version of the musical, and it had turned out badly. Someone told her that she was unphotogenic. As a result, there was a strong rumor around that Warner would give the Eliza Doolittle role to Audrey Hepburn instead, and a depressed Julie had become convinced that she was not the cinematic type.

Once Walt realized why she was holding back, he called in (“Mary Poppins” producer Bill) Walsh and (the film’s director Robert) Stevenson and told them to offer the part to Julie Andrews without giving her a test. “To hell with screen tests,” he said. “I just know she’ll be good. She bubbles away inside like a stockpot. She has just the presence we need for the role.”

And over the next six months, Walt, Bill & Robert were eventually able to convince her that she could in fact be a movie star. Even so, when Andrews did finally agree to play Poppins, she did have …

Julie Andrews and Dick Van Dyke shooting the “Jolly Holiday” sequence during the first week of production on Walt Disney’s “Mary Poppins.” Copyright Disney Enterprises, Inc. All rights reserved

… one stipulation (in her contract). If Warner Brothers did change their minds and consent to star her in “My Fair Lady,” she would be allowed to drop out of “Mary Poppins.” Walt was so sure Audrey Hepburn has already been signed for the role that he agreed.

Now what Julie didn’t understand is that … Well, if Jack Warner had gotten his way, she wouldn’t have been the only member of the Broadway cast of “My Fair Lady” who had been replaced once the cameras finally began rolling on the big screen version of this acclaimed stage musical.

You see, the movie version of “My Fair Lady” was initially supposed to have been Jack Warner’s swan song to the studio that he & his brothers had formed back in 1910. Which is why — when it came to the big screen version of this acclaimed stage musical — Jack wanted to load this project up with as many movie stars as possible.

Copyright 1942 Warner Bros. All rights reserved

So for the role of Professor Henry Higgins, Warner’s first choice was Cary Grant. Likewise for Alfred P. Doolittle (i.e., Eliza’s father), Jack wanted to cast screen legend James Cagney. And as for the guttersnipe that Higgins transformed into a duchess … Well, Warner did want Audrey Hepburn. But if she wasn’t available, Jack was ready to move to his second choice. Which was Academy Award-winner Elizabeth Taylor.

There was only one problem with Jack Warner’s plan for a star-studded version of “My Fair Lady.” The stars that he wanted to cast kept saying “No.” Take — for instance — Cary Grant. As Nancy Nelson recounts in “Evenings with Cary Grant: Recollections in His Own Words and Those Who Knew Him Best ” (Citadel Press, December 2002) :

When Jack Warner asked Cary to do “My Fair Lady,” he said, “You don’t understand. My accent is cockney! I sound the way ‘Liza does at the beginning of the film. How could I play Henry Higgins?” Cary said, “Not only won’t I play Professor Higgins, but if Rex doesn’t, I won’t even see it.”

Cary Grant

To be fair here, in the latter part of his film career, Cary Grant turned an awful lot of great roles down. He was Jack Warner’s first choice to play Professor Harold Hill in Warner’s 1962 version of “The Music Man .” And United Artists offered Cary a million dollars to play Don Quixote in their 1972 big screen version of “Man of La Mancha .” Then in 1978, Warren Beatty did everything he come think of to try & persuade Grant to end his retirement from film-making so that he could then play Mr. Jordan in “Heaven Can Wait .” But Cary said “No” to Warren as well.

And here’s a neat bit of trivia for all you Disney fans out there: When The Walt Disney Company was getting ready to launch “The Disney Sunday Night Movie” on ABC in February of 1986, Michael Eisner felt that this TV show needed a host. So who did Disney ask? Well, as you probably guessed by now, Cary Grant was on their short list. And he — of course — said “No.” But Walter Cronkite, Julie Andrews, Dick Van Dyke and even Roy E. Disney were also approached about this part. And they all said “No” as well.

But you want to know who else was asked about whether he’d be interested in playing the exact same role that Walt Disney did on “Disneyland,” “Walt Disney Presents” and “The Wonderful World of Color” ? Tom Hanks. Seriously. 26 years before he’d actually shoot a scene for “Saving Mr. Banks” where he’d then recreate a moment where Walt Disney was introducing an episode of his Sunday night television show, Hanks was actually asked to host the 1980s version of this very same anthology series. And why did Tom turn the part? At the time, Hanks thought that he was just too young to play this role.

Tom Hanks as Walt Disney in “Saving Mr. Banks.” Copyright Disney Enterprises, Inc. All rights reserved

Getting  back to the casting of Warner Brothers’ version of “My Fair Lady” now … James Cagney turned down the part of Alfred P Doolittle for a variety of reasons. Chief among these was that Cagney had said he was officially retiring from film-making after working on “One, Two, Three ” with Billy Wilder back in 1961. But the other reason is that — having worked at Warner Brothers for the bulk of his career — James had had one too many run-ins with Jack. So as tempting as it might have been for this Academy Award-winning hoofer to get the chance to perform such boffo Broadway numbers as “With A Little Bit of Luck” & “Get Me to the Church on Time,” Cagney till said “No.”

So almost by default, Warner found himself having to cast the Broadway versions of Professor Henry Higgins & Alfred P. Doolittle in his big screen version of “My Fair Lady.” Which then made it all the more galling to the fans of the original stage version of this musical (who — let’s remember — had purchased over 32 million copies of the original cast recording of “My Fair Lady.” More to the point, this very same recording sat at No. 1 for nineteen consecutive weeks and was the best-selling album for the year in 1958. So there were obviously a lot of people out there who were familiar with / fond of Julie Andrew’s work)  when Jack decided to cast Audrey as Eliza.

Mind you, Warner had four million rgood easons to cast Hepburn instead of Andrews. According to an survey of would-be “My Fair Lady” moviegoers that the studio had commissioned, having Julie play the part of Eliza would have bumped this production’s box office potential up by a million dollars. Whereas casting Audrey — an already established movie star in that exact same role — would have supposedly translated into a $5 million bump at the box office. So strictly working off of those box office projections, casting Hepburn instead of Andrews in “My Fair Lady” made more sense. At least as far as Jack Warner was concerned.

Copyright 1964 Warner Bros. All rights reserved

So — with considerable hoopla — Warner Brothers announced that it had cast Audrey Hepburn to play Eliza Doolittle in the movie version of “My Fair Lady.” What’s more, Audrey would be paid one million dollars to play this part, while Rex Harrison would receive just $250,000 to reprise his role as Professor Henry Higgins.

But before this 15 week shoot could get underway in August of 1963, there was the matter of Audrey Hepburn’s voice to deal with. Though she had a lovely low-toned singing voice, Hepburn simply didn’t have the range that Julie Andrews did. So — in order to do justice to Alan Jay Lerner & Frederick Loewe‘s songs — it was decided that Marni Nixon would be brought in to ghost a lot of Audrey’s numbers in this movie musical.

Now these days, most Disney fans probably know Ms. Nixon for the work she did on 1998’s “Mulan ” (where Marni provided the singing voice for Grandmother Fa, the fiesty character that animation legend June Foray then did the talking for). But back in the 1950s & 1960s, Nixon was the “Ghostess with the Mostest.” She sang for Deborah Kerr in 1956 while the film version of Rodgers & Hammerstein‘s “The King and I ” was in production. And in 1961, when Robert Wise & Jerome Robbins were shooting the movie version of “West Side Story ” all over New York City, it was Marni who got behind the mike and then did the warbling for both Natalie Wood & Rita Moreno.

“The King and I” star Deborah Kerr and her vocal ghost Marni Nixon

So as you can see, by the early 1960s, Nixon had kind of made a name for herself. She was the singer that you turned to if your star wasn’t quite up the challenge of performing all of the songs that were featured in your film. And the best part about Marni is that she was discreet. Nixob slipped in the recording studio, dubbed the necessary numbers and then stepped back into the shadows. Which guaranteed that your movie’s star would then get all sorts of accolades fore her beautiful singing voice when your film finally opened in theaters.

Mind you, if you listen close to the movie soundtrack of “My Fair Lady,” you can clearly hear some of Hepburn’s singing in this film. As André Previn (who adapted Lerner & Loewe’s score for the screen) told Barry Paris:

There’s a lot of Audrey Hepburn in “Just You Wait, ‘enry ‘Iggins,” Every time it was humanly feasible, I would cut her into the finished track. In “Loverly,” there are a couple of things, on and off in “Show Me,” we used as much as we could.

Copyright 1964 CBS. All rights reserved

And Hepburn — being the pro that she was — was very philosophical when it came to Nixon having to cover for her on “My Fair Lady.” Marni — again talking with Barry Paris — recalled working side-by-side with Audrey at that film’s recording sessions, where the actress wouldthen  turn to Nixon and say:

“I know this is not good enough, I want to keep trying myself,” but (Hepburn) had to accept that (her singing) wasn’t quite what it should be.

But given that Marni had been sworn to secrecy about all of her dubbing work on “My Fair Lady,” this shouldn’t have been an issue with moviegoers. Except that — in the weeks between “Mary Poppins” ‘s world premiere on August 1964 and “My Fair Lady” ‘s world premiere in late October of that same year — word did begin to circulate in show business circles about how little singing Audrey Hepburn actually wound up doing in this Warner Brothers production.

Audrey Hepburn and Jeremy Brett performing “Show Me” in the movie version of “My Fair Lady.” Copyright 1964 Warner Bros. All rights reserved

And once word got out about Marni’s dubbing, many columnists in Hollywood used this as an excuse to attack Audrey’s performance in “My Fair Lady.” As Barry Paris recounted in his Hepburn bio:

“With Marni Mixon doing the singing,” wrote Hedda Hopper. “Audrey Hepburn gives only a half performance.” Others criticized not so much the dubbing itself as the fact that Nixon received no screen credit for it and the implication that Warner Brothers was trying to hide the truth. “I don’t know what all the fuss is about,” Jack Warner replied. “We’ve been doing it for years. We even dubbed Rin-Tin Tin.”

Which brings us back to February of 1965 when that year’s Academy Award nominees were announced. And when Hepburn’s name was nowhere to be found among that year’s Best Actress nominees, “Variety” was very straightforward as to why Audrey hadn’t gotten a nod:

Rex Harrison, Audrey Hepburn and Wilfrid-Hyde White performing “The Rain in Spain” in the movie version of “My Fair Lady.” Copyright 1964 Warner Bros. All rights reserved

“Hepburn did the acting, Marni Nixon subbed for her in the singing department and that’s what undoubtedly led to her (not getting a nomination).”

As you might expect, when word broke about Hepburn’s omission, the folks at Warner Bros. were livid. As Barry Paris reported:

Warner called (Audrey not being nominated) “outrageous” and took (her omission) as a personal affront. In typically quirky fashion, he thought it was due to the quality of Nixon’s singing and released a statement saying, “The next time we have some star-dubbing to do, we’ll hire Maria Callas.” Julie (Andrews), when tracked down by the press, said “I think that Audrey should have been nominated. I’m very sorry that she wasn’t.” Rex Harrison said the same.

André Previn and Audrey Hepburn on the cover of his “My Fair Lady” -inspired jazz album. Copyright CBS. All rights reserved

Now comes the interesting question. Which is who exactly leaked the news that Marni Nixon had ghosted most of Audrey Hepburn’s singing in “My Fair Lady” ? For decades, Nixon was the one who got the blame for this leak. As André Previn told Barry Paris:

“Marni blabbed all over town that she was going to more or less ‘save’ the movie. George Cukor (i.e. the director of the film version of ‘My Fair Lady’), who along with all of us worshipped Audrey got very angry. He (reportedly told Nixon), ‘Listen, you’re getting a lot of money for this and you’re going to get a lot of money from the recording. Why don’t you shut up about it?’ “

But to this day, Marni Nixon insisted that she wasn’t the one who let the cat out of the bag. I mean, to hear her talk about “My Fair Lady,” you’d swear that she is still …

Copyright 2006 Billboard Books. All rights reserved

… upset that people thought Audrey didn’t nominated because I did the dubbing and [that] I was purposefully trying to push that knowledge out.

Truth be told, if there was anyone who leaked that Marni was doing most of Audrey’s singing in “My Fair Lady,” it was probably one or more of Julie Andrews’ show business buddies.  As Bob Paris pointed out in “Audrey Hepburn” :

No one particularly cared when Nixon (had) dubbed Deborah Kerr or Natalie Wood; but they cared when she dubbed Hepburn, considering it insult to injury of depriving Andrews of her rightful role. In any case, the beneficiary of the dubbing fracas was Julie Andrews (herself), now the highly favored Oscar nominee for her performance in … Mary Poppins.

Copyright 1990 Scarborough House. All rights reserved

And Julie … Well, she clearly enjoyed pulling Jack Warner’s chain when it came to him not casting her as Eliza Doolittle in “My Fair Lady.” Take — for example — this story that Leonard Mosley shares in “Disney’s World” :

At a celebratory dinner (following the world premiere of “Mary Poppins,” producer) Bill Walsh introduced a happy Julie Andrews to Jack Warner. “Dear Mr. Warner!” Julie gushed. “Did you know I had a clause in my Disney contract allowing me to drop out of Mary Poppins if you chose me for Eliza Doolittle? How thoughtful of you not to allow to do it and picking dear Audrey instead! I’ll never forget you for giving me this chance!”

Andrews even made a point of bringing this casting issue up again at the 1965 Academy Award ceremony. Where backstage after she’d won that year’s Best Actress Oscar, as she was chatting with reporters, Julie supposedly held the statue aloft and — with tongue firmly in cheek — was alleged to have said: “My thanks to Mr. Jack L. Warner, who made this all possible.”

(L to R) Richard M Sherman, Julie Andrews and Robert B Sherman with the Oscars that they won at the 1965 Academy Awards. Copyright AMPAS. All rights reserved

Looking back on this pivotal moment in her career nearly three decades later, Andrews had to admit that:

“I’ll never know to this day whether it was sentiment (over Audrey being cast as Eliza instead of me) that won (that Oscar) for me or whether the performance in ‘Poppins’ really did,” she said in 1993, adding with a smile, “I think it was sentiment, myself.”

It’s worth noting here that — when Rex Harrison won for his performance in “My Fair Lady” that same night — he was diplomatic as he could possibly be. First by saying that ” … I feel, in a way, that I should split (this statue) in half” so that he then could then share this professional recognition with Audrey Hepburn. But that said, recognizing that he had to do something to acknowledge Julie’s win as Best Actress, Rex closed out his remarks by admitting he had “… deep love for two fair ladies.” With the TV camera then cutting away to Julie Andrews in the audience, beaming & applauding as Harrison exited the stage.

Julie Andrews and Rex Harrison backstage at the 1965 Academy Awards with their Oscars. Copyright AMPAS. All rights reserved

Now where this gets interesting is — in the wake of all this brouhaha which erupted when Julie Andrews wasn’t cast to play Eliza Doolittle alongside Rex Harrison’s Henry Higgins — Hollywood then went into overdrive looking for projects that these performers could then co-star in. Take — for example — MGM’s musical remake of their 1939 Academy Award-winner, “Goodbye, Mr. Chips.” This production was originally envisioned as the film that would finally bring Andrews & Harrison together onscreen.

But when preproduction problems delayed the development of this MGM musical … Well, as Mark Harris revealed in his “Pictures at the Revolution: Five Movies and the Birth of the New Hollywood ” (Penguin Press, February 2008)

Julie Andrews … had been (producer) Arthur Jacobs‘s first choice for (“Doctor) Dolittle ” ‘s female lead

Copyright 1967 20th Century Fox. All rights reserved

Now where this gets even stranger is when Andrews became unavailable to do “Dolittle,” Jacobs then turned to another veteran Disney Studios performer, the then-19 years-old Hayley Mills, and offered her the part of Harrison’s love interest. Thankfully, it was eventually decided that the nearly 40 year age difference between Hayley & Rex would be just a little hard for audiences to swallow. So Mills was replaced by the then-28 year-old Samantha Eggar. Who went on play the role of Emma Fairfax in “Doctor Dolittle.”

Which isn’t to say that Julie Andrews never had anything to do with “Doctor Dolittle.” How many of you recall the stage version of this Leslie Bricusse musical which ran in London’s West End for a year back in 1998? Jim Henson’s Creature Shop created all sorts of animatronic animals for Phillip Schofield (who played the Doctor in the stage adaptation of that 20th Century Fox film) to interact with. And who precorded dialogue for Polynesia the Parrot (i.e. that wise old bird who taught Doctor Dolittle to talk to the animals)? You guessed it. Julie Andrews.

That pretty much wraps up the “Mary Poppins” / “My Fair Lady” movie story. Except for this interesting bit of video from the debut of “The Julie Andrews Hour,” a short lived variety show that began its run on ABC back on September 13, 1972. In this footage, you actually get to see Julie Andrews AND Eliza Doolittle AND Mary Poppins all together in the exact same scene. And let me blunt here: Mary & Eliza don’t exactly get along.


Anyway … Compared to what Audrey Hepburn & Julie Andrews went through back in the late Winter / early Spring of 1965, what Meryl Streep and Emma Thompson are dealing with right now is pretty much a walk in the park.

That said, I have to admit that I find it kind of intriguing that — while Thompson didn’t get a Best Actress nomination for “Saving Mr. Banks” — both Meryl Streep & Judi Dench did.

“And what’s so intriguing about that?,” you ask. Well, back in February of 2012, when The Walt Disney Company first acquired Kelly Marcel‘s screenplay for “Saving Mr. Banks,” who were the three actresses on Disney Studio’s short list for P L Travers? Emma Thompson, Meryl Streep and Judi Dench.

Judi Dench and Steve Coogan in “Philomena.” Copyright 2013 The Weinstein Company. All rights reserved

Mind you, Dame Judi (because she already physically resembled Pamela) was initially thought to have the inside track. But then someone at the Studio supposedly pointed out that Dench was only 5 foot 1 whereas Tom Hanks was 6 foot even. And given these performers’ differences in height … Well, if Walt were towering over Pamela, it might then seem as though the Company’s founder was using his physical advantage over this troublesome author to bully her into signing away the screen rights to “Mary Poppins.” Which is why Walt Disney Pictures supposedly opted to go with Emma Thompson. Who — given that she’s 5 foot 7 — would then be a better physical match for Mr. Hanks.

Anyway, that’s the story as I was told by studio insiders earlier this year.

Your thoughts?

Jim Hill is an entertainment writer who has specialized in covering The Walt Disney Company for nearly 40 years now. Over that time, he has interviewed hundreds of animators, actors, and Imagineers -- many of whom have shared behind-the-scenes stories with Mr. Hill about how the Mouse House really works. In addition to the 4000+ articles Jim has written for the Web, he also co-hosts a trio of popular podcasts: “Disney Dish with Len Testa,” “Fine Tooning with Drew Taylor” and “Marvel US Disney with Aaron Adams.” Mr. Hill makes his home in Southern New Hampshire with his lovely wife Nancy and two obnoxious cats, Ginger & Betty.

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Film & Movies

“Khrushchev at Disneyland” – The Film Walt Disney Almost Made



Khrushchev Disneyland Film
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Did you ever hear about … “Khrushchev at Disneyland”?

It was back in October of last year that Disney+ revealed that they were now working on a film about the creation of Disneyland.

Given that Evan Spiliotopoulos – who crafted the screenplay for the Company’s live-action reimagining of “Beauty & the Beast” (which then went on to earn $1.26 billion at the worldwide box office back in 2017) – is reportedly writing the script for this yet-to-be-titled film, I have high hopes for this movie about the making of The Happiest Place on Earth.

After all, if we go by “Saving Mr. Banks” (i.e., That 2013 Walt Disney Pictures release about the making of “Mary Poppins,” where Emma Thompson played “Poppins” author P.L. Travers and Tom Hanks turned in a masterful performance as Walt Disney), this company-of-storytellers has already proven that it can turn its own history into entertaining motion pictures.

But that said, if The Walt Disney Company is now actively looking for moments from its past that it can possibly turn into motion pictures … Well, might I suggest a moment that Walt himself might make one hell of a movie. And that’s Soviet Premier Nikita Khrushchev’s non-visit to Disneyland.

Khrushchev’s US Visit (1959)

I don’t know how many of you are familiar with the details surrounding this incident. Which occurred during Khrushchev’s 11-day trip to the US in September 1959. The Soviet Premier and his entourage arrived in Washington D.C. and — after making a brief stop at the UN in New York City — flew out to LA … And that’s when all the trouble started.

The Los Angeles leg of Nikita’s nationwide tour really did get off to an awful start. By that I mean: As the Premier’s motorcade sped away from LAX, the limousines were actually pelted with tomatoes.

Then Khrushchev was taken to 20th Century Fox, where he and his family were supposed to be feted at a luncheon that featured hundreds of Hollywood’s top stars. Bob Hope, Frank Sinatra, Marilyn Monroe, Shirley MacLaine, David Niven and Maurice Chevalier were there.

Nikita Khrushchev stopped by 20th Century Fox studios in Los Angeles to mingle with some of Hollywood's biggest stars.
Credit: PBS

Which (you’d think) would have been enough to entertain the Soviet Premier.

Not Nikita. He stood up at this luncheon and — in front of the entire Hollywood press corps — had a hissy fit. Here’s an excerpt from the remarks that Khrushchev made that afternoon:

We have come to this town where lives the cream of American art. And just imagine (that) I, a Premier, a Soviet representative, when I came here to this city, I was given a plan. A program of what I was to be shown and whom I was to meet here.

But just now I was told that I could not go to Disneyland. I asked ‘Why not? What is it? Do you have rocket-launching pads there?’ I do not know.

And just listen – just listen to what I was told – to what reason I was told. We, which means the American authorities, can not guarantee your security if you go there.

What is it? Is there an epidemic of cholera there or something? Or have gangsters taken over the place that can destroy me? Then what must I do? Commit suicide?

This is the situation I am in. Your guest. For me, this situation is inconceivable. I can not find words to explain this to my people.

Visiting the “Happiest Place on Earth”

Truth be told, the Soviet Premier was somewhat mistaken. The original itinerary for the Los Angeles leg of his U.S. tour called for just Khrushchev’s wife and children to tour the “Happiest Place on Earth,” while Nikita was scheduled to tour a housing development out in Granada Hills. But when the Russian leader learned where his family was headed, he reportedly told his State Department handlers “Well, I wanna go to Disneyland too.”

This — unfortunately — was just impossible to pull off on such short notice. Los Angeles Police Chief William Parker immediately put the kibosh on Khrushchev’s request. Citing the difficulty of providing adequate security for the Soviet Premier and his motorcade all the way out to Anaheim.

Walt Disney Interested in Khrushchev Visiting Disneyland

Now where this gets interesting is that — somewhere along the way, as US officials were preparing for Khrushchev’s arrival in America — Walt Disney was told that the Russian Premier and his family were interested in visiting Disneyland. And Walt (of course) immediately saw this official state visit as a huge opportunity to generate some publicity for his then-four-year-old theme park.

Disneyland’s PR staff envisioned creating a photo opportunity by having Walt and Khrushchev stand on the “Submarine Voyage” ‘s loading dock as all eight of the ride’s faux subs floated by. Disney’s gag writers even provided a quip for Walt to casually toss off at this photo op. As Nikita looked out at all of those subs, Disney was supposed to say: “Well, now, Mr. Khrushchev, here’s my Disneyland submarine fleet. It’s the eighth largest submarine fleet in the world.”

Walt was — of course — disappointed when he learned that, due to security concerns, only Mrs. Khrushchev and the kids would be coming out to the Park that afternoon. So imagine Disney’s delight when this firestorm of publicity suddenly rose up when the Soviet Premier was told that he wouldn’t be allowed to go to “The Happiest Place on Earth” too.

Disneyland Trip Cancelled for Nikita Khrushchev

Because — once Nitika learned that his own trip out to Anaheim had been axed — he fell into a truly foul mood. In a fit of pique, the Soviet Premier declared that — since it wasn’t safe for him to go to Disneyland — then it wasn’t safe for his wife and children to go out to Anaheim either. So their long planned Disneyland excursion got canceled ASAP.

Immediately after the luncheon broke up, Khrushchev was taken to a nearby soundstage where the Russian Premier observed the filming of a scene from a forthcoming 20th Century Fox musical, “Can Can.” But — rather than being titillated by the sight of Juliet Prowse flashing her 19th century bloomers as she performed the film’s title number — Nikita reportedly declared the whole episode “horribly decadent.” Which embarrassed State Department officials as well as offending the Soviet Premier’s Hollywood hosts.

From there, Khrushchev’s motorcade was taken to Granada Hills, where the Russian Premier was supposed to tour model homes along Sophia Avenue. But — since Nikita was still sulking about not being allowed to go to Disneyland — he refused to even get out of his limousine.

As he pouted inside the car, Khrushchev reportedly told his State Department handlers that “… putting me in a closed car and stewing me in the sun is not the right way to guarantee my safety. This (not being allowed to go to Disneyland) development causes me bitter regret. I thought I could come here as a free man.”

To add insult to injury, four Soviet newsmen (who had been assigned to cover Khrushchev’s US trip) slipped away to Anaheim for the afternoon. They spent four happy hours touring Disneyland, then told US reporters that they believed that the Russian Premier and his family would have really enjoyed the theme park.

Soviet Premier Nikita Khrushchev gestures as he arrives at the Mark Hopkins hotel on Sept. 20, 1959, in San Francisco. | AP Photo
Credit: Politico/AP

Later that evening, Khrushchev gave a speech at a Los Angeles area hotel. But there was, understandably, very little written about whatever remarks the Soviet Premier made at that long-forgotten dinner. Given that the next day’s newspapers devoted page after page to coverage of Nikita’s very public tantrum once he learned that he was not going to be allowed to visit Disneyland.

LOS ANGELES, Sept. 19 -- Nikita S. Khrushchev's temper exploded today, not long after he arrived here from New York, when he was told that he could not go to Disneyland because security officials could not guarantee his safety.
Credit: NY Times

Khrushchev and his party tried to put some distance between themselves and the Disneyland debacle by quickly boarding a train and heading up to San Francisco. From there, the Russian Premier flew off to Des Moines and eventually returned to Washington D.C. Where Nikita spent a few days at Camp David with President Eisenhower talking about Cold War-related issues.

Which (you’d think) would be how history would remember the Soviet Premier’s 1959 trip to the United States. That Khrushchev & Eisenhower actually sat down and then tried to find a solution to their Germany & Berlin problem. But (picture John Belushi saying this) N-O-O-O-o-o-o. All the US press corps could talk about is how upset Nikita seemed when he had been told that he wouldn’t be allowed to visit Disneyland.

Media Covers Khrushchev’s Disneyland Denial

Within a day or so, there were political cartoons in newspapers nationwide that made fun of the Premier’s very public tantrum. Even Bob Hope eventually got into the act. As part of his annual Christmas television special, Hope stood in front of hundreds of military personnel at a U.S. Air Force base in Nome and quipped: “Here we are in America’s 49th state, Alaska. That’s halfway between Khrushchev and Disneyland.”

And of course, all this talk about how upset the Russian Premier was about not being allowed to visit “The Happiest Place on Earth” generated tons of positive publicity for Walt’s theme park. Newspapers around the world printed article after article about this amusing international incident. Even Herman Wouk (best known as the author of “The Caine Mutiny” and “The Winds of War”) chimed in: “I really don’t blame Khrushchev for jumping up and down in a rage over missing Disneyland. There are fewer things more worth seeing in the United States or indeed anywhere in the world.”

And Walt just didn’t want this fun to end. He kept looking for ways to perpetuate the story. Which is why Disney insisted that clippings highlighting the whole Khrushchev affair be included in the official Disneyland press kit for a number of years after this incident.

Movie About Khrushchev’s “Disneyland Trip”

But as the 1950s slipped into the 1960s and Khrushchev was forced from power by Leonid Brezhnev in October 1964, this story lost some of its charm. But still Walt loved to tell the tale of Nikita’s tantrum. And Disney began to wonder: might there be a way that his company could continue to capitalize on this incident? Like perhaps by maybe making a movie that would put a comic spin on the whole “Khrushchev denied access to Disneyland” incident?

So Walt turned to his very best producer, Bill Walsh (best known these days as the guy who wrote and produced “Mary Poppins,” “The Love Bug” and “Bedknobs & Broomsticks”) and told him to create a screenplay for a live-action comedy that would then be based on this infamous incident. So Walsh got together with his long-time collaborator, Don DaGradi. And eventually the two of then crafted a script or a film they wanted to call “Khrushchev at Disneyland.”

This screenplay (at least for the first 30 pages or so) pretty much follows how the real-life events played out. It recounts — in a light, breezy manner — how the Soviet leader had supposedly flown over to America to meet with President Eisenhower. But — in reality — Nikita had actually traveled all this way because what he really wanted to do was go to Disneyland.

Eisenhower and Khrushchev
Credit: Past Daily

So Khrushchev flew into Southern California, all excited that he was finally going to get his chance to visit “The Happiest Place on Earth.” Only to discover that — due to safety concerns — the State Department had canceled his trip out to Anaheim. Moviegoers were then supposed to see a slightly comic take on the Soviet Premier’s infamous tantrum at 20th Century Fox. And then …

Well, then the film morphs into your typical Walt Disney Productions live-action comedy of the 1960s. First Khrushchev is seen moping around his hotel suite in downtown Los Angeles later that evening. Then the Premier realizes that Disneyland is only 30 miles away. More importantly, that the theme park is open ’til midnight that night.

So Nikita decides that he’s going to sneak out of his hotel and somehow make his way out to Anaheim. Using a goofy disguise, he gives both his Soviet security detail as well as all of his State Department handlers the slip. Then Khrushchev somehow makes his way out to Disneyland, with all of these US & Soviet officials in hot pursuit … and hilarity ensues.

Okay. Admittedly, we’re not talking about “Lawrence of Arabia” here. Walt wasn’t really looking to make a historically accurate film based on this amusing, relatively minor international incident. Disney, Walsh, and DaGradi envisioned “Khrushchev at Disneyland” as being a film that would be very similar in tone to “That Darn Cat!” A comedy caper picture that was aimed straight at the family audience.

So — once this script was completed — how close did “Khrushchev at Disneyland” actually come to getting made? So close that Walt had already lined up an A-List actor to play the Soviet Premier. And that was Academy Award winner Peter Ustinov.

If all had gone according to plan, “Khrushchev at Disneyland” would have been Peter’s follow-up project for Disney Studios once work was completed on “Blackbeard’s Ghost.” Bill Walsh was slated to produce the picture, while the prolific Robert Stevenson would be directing.

By the fall of 1966, all of the necessary pieces were already in place. Disney Studio had a script in hand that was ready to shoot. They also had an A-List actor that was positively eager to get in front of the cameras and then do his impression of the Soviet Premier. Not only that, but Disney’s top producer was slated to ride herd on this project and the studio’s very best director would be helming this picture.

“Khrushchev at Disneyland” Movie Halts Production

So why didn’t “Khrushchev at Disneyland” get made? Well, because Walt Disney died before production could officially get underway. And given that all the studio execs that Walt had left behind were … Well … The polite term for them is “cautious corporate citizens.” The not-so-polite term is “gutless wimps.”

Anyway, these guys shied away from this project. Largely because they were concerned that there would were film fans out there who wouldn’t see the humor in “Khrushchev at Disneyland.” Their genuine fear was – because of Peter Ustinov’s sure-to-be-charming performance as Nikita Khrushchev – there were certain segments of the US population that would then accuse Walt Disney Company of corrupting America’s youth / of going soft on Communism by suggesting that – GASP ! — the Russian people were actually a lot like us. That they too like to do fun things like – say – go to Disneyland.

Of course, the real irony here is that one of the main reason that Walt really wanted his Studio to make “Kruschchev at Disneyland” was because he’d already seen that a Russians-are-people-too family comedy could succeed at the box office without controversy.

“The Russians Are Coming, The Russians Are Coming”

I’m talking – of course – about “The Russians Are Coming, The Russians Are Coming.” Which MGM had released to theaters in May of 1966 and had then gone on become the seventh highest grossing film of the year at the North American box office.

And I know for a fact that Walt was well aware of “The Russians Are Coming, The Russians Are Coming” for a couple of reasons.

  • This Norman Jewison movie starred Brian Keith, who – just 5 years previous – had co-starred in Disney’s “The Parent Trap” along with Hayley Mills & Maureen O’Hara
  • The year after Disney’s “Parent Trap” had been released to theaters, Jewison had directed “40 Pounds of Trouble.” Which was the first live-action film that Walt had ever allowed to be shot on location at Disneyland Park.
  • For the entire Summer of 1966, “The Russians Are Coming, The Russians Are Coming” and Disney’s own “Lt. Robin Crusoe, U.S.N.” were duking it out at the North American box office. Seeing which family comedy would then go on to sell more tickets domestically. In the end, Disney came out on top. With that Dick Van Dyke movie selling $22 million worth of tickets in North America, while MGM’s Russians-are-people-too picture sold $21 million worth of tickets domestically.

This is why – when Walt made his very last trip to the Disney lot in November of 1966 – “Khrushchev at Disneyland” was very much on his mind. As far as Disney was concerned, this project was a go. Something that his Studio would start shooting in 1967 and then release to theaters the following year.

This is why Walt made a point of dropping by the set of “Blackbeard’s Ghost” that November morning. He wanted to let Peter Ustinov & Bill Walsh know how much he was looking forward to “Khrushchev at Disneyland.” And Ustinov … Well, Peter was supposedly even more excited about this back-then-soon-to-begin-shooting-movie than Walt was. Ustinov reportedly told Disney that – to insure that he look as much like the Soviet Premier as possible – this acclaimed actor was actually planning on shaving his head.

Ustinov then cracked up Walt by saying that he was thinking of basing his portrayal of Khrushchev on Peter’s mother back in England. As Disney laughed, Ustinov insisted that his Mom was a dead ringer for Nikita. “I didn’t know that your Ma was bald,” Walt replied.

Having really enjoyed his visit to the “Blackbeard’s Ghost” set, Disney then quietly excused himself and left the soundstage. Once Walt had left, Walsh and Ustinov quietly talked amongst themselves about how pale and gaunt the studio head had looked.

Of course, neither Peter or Bill knew that Walt had – just days earlier – been diagnosed with lung cancer. Or that – at this point – Disney had just weeks left to live.

And when Walt Disney died in December of 1966, “Khrushchev at Disneyland” pretty much died with him. In spite of all the preparation that had already been done on this project up until that point, Walsh and DaGradi’s script got shelved. And I’d imagine that this screenplay is now stashed away in some filing cabinet, where “Khrushchev at Disneyland” has been gathering dust for over five decades now.

Potential for “Khrushchev/Disneyland” Film

I bring up this project today … Well, for a couple of reasons.

  • Disney+ has this unending appetite for new content. And wouldn’t it be cool if the Studio were to revive a project that Walt himself once wanted to make and then make that movie available to customers of the Company’s subscription streaming service.
  • Given what’s going on in the Ukraine right now and how the Cold War keeps threatening to become a hot one … Well, while I am no fan of Vladimir Putin, I think that a movie which reminds us that the Russian people (NOT the Russian government, mind you. But the Russian PEOPLE) are people too … That might be a smart, hopeful message to put out in the world these days.

Making-of-Disneyland Movie on Disney+

Anyway … If the Company is looking for a follow-up for that making-of-Disneyland movie they’re prepping for Disney+ …

By the way … Interesting side note: The gentleman that Disney has tapped to direct this movie is David Gordon Green. He directed last year’s smash hit horror film, “Halloween Kills.” Which might make David seem like an odd choice to helm a film about The Happiest Place on Earth.

But then again, Gordon also executive-produces “The Righteous Gemstones.” Which is this wonderfully funny TV series about a family of televangelists who also own & operate a theme park. Which perhaps makes Mr. Green the perfect person to direct a movie about the creation of Disneyland.

Anyway … If Disney+ is looking for the perfect follow-up for their making-of-Disneyland movie, might I suggest that someone dig out a copy of “Khrushchev at Disneyland.”

More to the point, someone go ask Josh Gad if he’d be willing to shave off all those curly locks so that he could then play a certain Soviet Premier.

Josh Gadd and Nikita Khrushchev
Credit: Wikipedia Commons
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How Mattel’s “Men in Space” Toyline Lead to the Creation of Buzz Lightyear



Buzz Lightyear Origin Story - images of Major Matt Mason, Buzz Lightyear, and Lunar Larry Concept Art
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Angus MacLane’s “Lightyear” is supposed to be … Well, not exactly an origin story for Buzz Lightyear, the action figure that we know from all of the “Toy Story” films. But Rather an explanation of why Andy is so excited at his birthday party in the first “Toy Story” movie when he gets that Buzz Lightyear toy.

You see, Andy’s seen the movie that this action figure was based on. Which is supposed to be this huge Summer blockbuster. Which is why Andy & his friends at that party react the way they do. As far as they’re concerned, the movie that spawned the Buzz Lightyear action figure line was the greatest film they’ve ever seen.

Credit: Disney

Of course, because I’m a nerd and an animation history buff, I can’t help but think about how Buzz Lightyear – the character from the “Toy Story” films, rather than the really-for-real space ranger that Chris Evans voices in “Lightyear” – really started out. Which honestly wasn’t supposed to be a spoof on Captain Kirk from “Star Trek” or Gil Gerad’s Buck Rogers from the TV show. But – rather – as a riff on a space-themed toy line that Mattel produced in the mid-1960s called “Men in Space” which was then built around a character called Major Matt Mason.

Now how we got to the “Men in Space” toy line is kind of convoluted. This story actually starts over 60 years ago when Mattel sent two dolls out into the world, Barbie & Chatty Cathy.

Doll’s For Boys – Mattel’s Space Action Figure

Mattel made money hand over fist from sales of these two products. Which then made Mattel’s competitors stand up and take notice. They too wanted in on this mass-produced plastic toy market. Which is what prompted Hasbro to do something bold in 1964. Which was to license a concept that Stanley Winston had been developing. Which is a military-themed doll for boys.

Hasbro’s G.I. Joe

Just so you know: The executives on the marketing side of Hasbro knew that that nomenclature – “dolls for boys” – wasn’t going to fly. Especially with the Dads of the 1960s. So this is why the phrase “action figure” came from.

credit: The Toys that made us

Anyway, Hasbro introduces G.I. Joe, “America’s movable fighting man” (because – again – you can’t call this toy what it actually is. Which is a poseable doll for boys) in 1964. And it’s a huge hit right out of the box.

Marx “Best in the West” Cowboy Dolls

And Hasbro & Mattel’s direct competition, Marx, sees what going on with G.I. Joe and decides that … Well, we want in on the “dolls for boys” market … So they come up with the “Best of the West” line. Which is this series of G.I. Joe-sized poseable cowboy dolls. Those arrive in the marketplace in 1965 and are also hugely successful.

Mattel Introduces “Men in Space” Toyline

So now here’s Mattel. Which has cornered the market when it comes to dolls for girls with its Barbie & Chatty Cathy lines. But now that Hasbro & Marx have blazed this brave new trail – poseable dolls for boys – with their G.I. Joe & “Best of the West” action figures, Mattel wants in too.

But now that soldiers & cowboys are the exclusive property of Hasbro & Marx, Mattel has to find some sort of hook for its new “dolls for boys” line. So rather than looking back to World War II or the glory days of the America West, Mattel decides to take a chance on what’s going on in the real world at that exact moment. Which is the space race.

Which is why – just in time for the holiday buying season of 1966 – Mattel rolls out its “Men in Space” toy line. Who is headlined by Major Matt Mason an astronaut-themed action figure “ … who lives and works on the Moon.”

Credit: Vintage Action Figures

Major Matt Mason – Astronaut-Themed Action Figure

Now what was kind of interesting about Major Matt Mason is that the toy line that he headlined was based in reality. As in: A lot of the outfits & ride vehicles that were created for Mattel’s “Men in Space” line were direct lifts of publicity images that NASA had already put out there of space vehicles that they envisioned building once man actually made it to the moon. Which brought up some interesting copyright-related issues at that time.

Now I have to tell you that Mattel’s “Men in Space” toy line had problems right from the get-go. Instead of the sturdy 12-inch-tall poseable action figures that G.I. Joe and Marx’s “Best of the West” toys were … Major Matt Mason was half that size. Also, instead of hard plastic, Mattel used a rubber-like substance called Plastizol when it was making its “Men in Space” toys. That material was poured into a mold that had a wire armature inside.

Which wasn’t the sturdiest thing on the planet. Typically, after a few months of playing with your Major Matt Mason, the wire armature inside of this “Men in Space” action figure would break and it would then no longer be poseable.

Mind you, this was a deliberate choice on Mattel’s part. Their thinking was – by making Major Matt Mason half the size of G.I. Joe and then making this action figure out of cheaper material – … Well, that could then help them keep the cost of their “Men in Space” toy line down. Which would then – in theory, anyway – make these action figures far more affordable and make it possible for consumers to eventually purchase the entire playset.

Major Matt Mason’s Astronaut Friends

Oh, yeah. Did I forget to mention that Major Matt Mason had friends? Well, co-workers really. Sgt. Storm, Chip Davis, and Jeff Long (who was an African-American astronaut). Who could all lived & worked together with Matt inside of a three-level lunar base and then got around the moon’s surface by using space sleds and jet propulsion packs.

Credit: Mattel

“Men in Space” Toy Sales

Mind you, Mattel’s “Men in Space” action figures didn’t sell nearly as well as that toy company had hoped they would over the 1966 holiday shopping season. And the thinking initially was that this was because Major Matt Mason & Co. didn’t have anyone that they could battle with. So – in much the same way that Buzz Lightyear has his evil nemesis, Emperor Zurg – the “Men in Space” team then found themselves (just in time for the 1967 holiday shopping season) dealing with evil aliens like Captain Lazer, Callisto, Scorpio and Or.

Unfortunately for Mattel, interest in the space program began to wane as the 1960s gave way to the 1970s. Which is why they decided to discontinue their “Men in Space” toy line in 1970.

Lunar Larry – The Original Buzz Lightyear

So when it comes to Buzz Lightyear, where’s the Major Matt Mason / “Men in Space” connection? Well, if you take a look back at the original concept art for Woody’s nemesis in the first “Toy Story” movie, he isn’t this G.I. Joe sized action figure. But – rather – a six-inch-tall poseable astronaut doll who (I kid you not) is called Lunar Larry.

Credit: Disney
Credit: Disney
Credit: Disney
Credit: Disney

Tom Hanks, Robert Zemeckis, & “Men in Space” Film

FYI: If all had gone according to plan back in 2011, there would have been an even stronger “Toy Story” / “Major Matt Mason” connection. This was when it was announced in the Hollywood trades that Tom Hanks (that’s right. The voice of Woody) had co-written a movie based on Mattel’s “Men in Space” toy line. Not only that, but Hanks was trying to persuade Robert Zemeckis (who Tom had worked with on “Forest Gump,” “Cast Away,” “The Polar Express,” and Disney+’s live-action “Pinocchio”) to come direct the “Major Matt Mason” – the man who lived & worked on the Moon – movie.

Wait. It gets better, Hanks himself reportedly wanted to play Major Matt Mason.

I’m not entirely sure whatever became of Tom Hanks’ “Men in Space” movie. This past February, Hanks & Zemeckis announced that they’ll be re-united with Eric Roth, the writer of “Forest Gump,” on a film adaptation of “Here.” Which is Roth’s graphic novel.

Supposedly sometime over the past 10 years, Paramount Pictures acquired the rights to make a “Men in Space” movie. Hanks is still allegedly attached as a producer for this project. But given that Tom will be turning 66 next month, I doubt that he still wants to play Major Matt Mason.

Which is kind of a shame. Given what Woody once said to Buzz in the original “Toy Story” …

YOU ARE A TOY!!!  You aren’t the real Buzz Lightyear, you’re an action figure!!  You are a child’s plaything!!!

… I would pay good money to see Tom Hanks play one of the original action figures: Major Matt Mason, the man who lived & worked on the Moon as part of Mattel’s “Men in Space” toy line.

Credit: New York Times

This article is based on research for Fine Tooning with Drew Taylor “Episode 178”, published on June 16, 2022. Fine Tooning with Drew Taylor is part of the Jim Hill Media Podcast Network.

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“Honey, I Shrunk the Audience!”: Sequel Troubles and New Attractions



Honey I Shrunk the Audience
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This article is part of a series documenting the story of “Honey, I Shrunk the Kids” and Disney Science-Based movies. Be sure to check out our additional research on the “Honey, I Shrunk the Kids”.

On the heels of the enormous success of the original “Honey, I Shrunk the Kids” movie (which was released to theaters in June of 1989) — Disney Studios made plans to release a whole series of science-based gimmick comedies based on the “Honey” characters. A number of the titles that the Studio copywrote as possible follow-ups to that film:

  • “Honey, I Sent the Kids to the Moon”
  • “Honey, I Swapped Brains with the Dog”

With the plan here being that — from here on in — every two years, just like clockwork, a brand-new “Honey” movie would arrive in theaters (ideally in early June) and then clean up at the box office. Just like the original “Honey, I Shrunk the Kids” did in June of 1989.

“Honey, I Blew Up the Baby”

We now jump ahead to June of 1992. Which is when “Honey, I Blew Up the Baby” finally arrived in theaters.

Now if you’re halfway decent at math, you’ll immediately notice that — hey — the follow-up to the original “Honey, I Shrunk” film didn’t arrive in theaters two years later (like Disney originally planned) but three years later.

“And why was that?,” you ask. Well, at it turns out, it was a lot harder to develop a suitable sequel to the original “Honey, I Shrunk the Kids” than anyone at Disney had thought it would be. The Studio went through dozens of drafts before executives at Disney finally threw up their hands and said “We give. Let’s just go buy someone else’s script and then turn it into a ‘Honey, I Shrunk’ movie.”

And that’s exactly what Disney did. They found this script called “Big Baby.” Which was originally supposed to be a parody of all those Godzilla movies. Only — in this case — instead of a giant radioactive lizard rising up out of Tokyo Bay and then laying waste to the city, the monster in this movie was a toddler who’d accidentally been made 200 feet tall. And who was now disrupting Rush Hour because he kept picking up cars off of the freeway and then making them go “Vroom Vroom.”

Very cute idea for a movie. Definitely something there that could then be used for a “Honey, I Shrunk” story. But here’s the thing: At this time, the State of Nevada was offering movie studios in Hollywood a huge tax break if they came and shot movies in that state.

Filming in Las Vegas, Nevada

And given that the movie that Disney was then calling “Honey, I Blew Up the Baby” was going to be hugely expensive to make (what with all of these elaborate special effects scenes of that giant toddler wandering around that regular-sized cityscape) … Well, Mouse House executives then began to think “Could we switch the location of ‘Honey, I Blew Up the Baby’ from a generic Southern Californian suburb to — say — the Las Vegas Strip? Which has all sorts of famous, recognized-around-the-globe super-sized icons like Vegas Vic, that giant neon Cowboy who’s been a fixture on the Las Vegas Strip since 1951.

The only problem is that a story that’s set in Las Vegas doesn’t exactly scream “Family friendly.” Of course, the real irony here is that — while “Honey, I Blew Up the Baby” was actually in production in June of 1991 was when Las Vegas was beginning its initial flirtation with becoming a more family-friendly destination resort. This is when we saw resorts like the Luxor first announced. Heavily themed hotels & casinos which would also have rides & attractions incorporated into their designs that would then appeal to kids.

Credit: Walt Disney Company

From Blowing up the Baby to Blowing up the Kid – Movie Name Change

Disney didn’t initially realize that setting “Honey, I Blew Up the Baby” in Las Vegas would then have an impact on this “Honey, I Shrunk the Kids” sequel. They were more concerned with what focus groups were telling them about the title of this “Honey” sequel. As is: They didn’t want to take their children to see a Disney movie where babies got blown up. That was cruel & gross sounding.

Disney’s marketing team tried to explain to the people in these focus groups that no babies would actually be harmed over the course of this sequel. That — when they said “Blew Up” — they didn’t mean “exploded.” But — rather — made bigger.

It didn’t matter. According to what Disney learned from all those focus groups, “Honey, I Blew Up the Baby” was the sort of film title that turned people off. It sent the wrong message to would-be movie-goers. So they would up trashing the thousands of teaser posters that had already been printed for this project as a new title was crafted for this “Honey, I Shrunk” sequel. Which would now be known as “Honey, I Blew Up the Kid.”

Credit: Walt Disney Company

Box Office Troubles for Franchise

The new title didn’t matter. To this day, no one at Disney knows what exactly went wrong here. Whether it was the movie’s title or that decision to take advantage of the tax credit that the State of Nevada was offering and changing the story’s location to Las Vegas … But long story short, “Honey, I Blew Up the Kids” cost almost twice as much as the original “Honey,  I Shrunk” did to shoot and only did 2/3rds of the original film’s ticket sales.

Which then sent the message to Disney film executives that perhaps this was NOT the studio’s next big film franchise. More to the point, that the enormous success of the first “Honey, I Shrunk “ movie may have had more to do with “Tummy Trouble” (the new Roger Rabbit short that had been placed in front of this film when it went out into theaters back in June of 1989) more than audiences falling in love with the antics of Wayne Szalinski.

So the idea of creating any further theatrical releases based on the “Honey, I Shrunk” characters was temporarily tabled as execs at the Mouse House regrouped. Debated about what should happen next with this franchise.

More “Honey, I Shrunk…” in the Disney Theme Parks

Whereas the Imagineers, they had no such qualms when it came to the “Honey, I Shrunk” franchise. They had seen how popular the “Honey, I Shrunk the Kids: Movie Set Adventure” was with Guests at Disney-MGM Studios. Likewise the Flying Bumble Bee vignette in the Special Effects Workshop of the Backstage Tour at this theme park.

And given that — starting in August of 1993 — accusations had begun to surface about Michael Jackson and some of his younger fans, the thinking at Imagineering (at that time, anyway) was that maybe it was time to start working on a replacement for “Captain EO” (which had first opened at the Parks in the Fall of 1986).

And given that “Captain EO” was being presented in 3D theaters that were located in Future World at EPCOT and in Tomorrowlands at Disney Parks around the globe, the thinking was that a new movie that featured characters from a Disney-produced science-based gimmick comedy would be the perfect replacement for this Michael Jackson movie.

“Honey, I Shrunk the Audience” – Hiring Eric Idle

So production began in earnest in the Fall of 1993 on this new 3D movie. But “Honey, I Shrunk the Audience” almost stopped before it even began. Monty Python vet Eric Idle likes to tell the story about how — one afternoon — he walked into a hotel bar in Los Angeles and found actress Marcia Strassman sitting there, nursing a drink. Eric noticed that Marcia looked a little down and asked if he could join her.

Anyway, Idle eventually asked Strassman why she looked so depressed. And Marcia — who played Diane Szalinkski, Wayne’s wife in the “Honey, I Shrunk” film — explained that they were supposed to begin shooting “Honey, I Shrunk the Audience” (a new 3D movie for the Disney Parks) that morning. But that — just before shooting was to begin — the actor who was supposed to play Nigel Channing in that film had dropped out. And now the whole project was on hold while Disney scrambled to find a new actor to play the host of that show’s “Inventor of the Year” ceremony.

It was then that Eric Idle supposedly said “Well, I’m not doing anything for the next couple of days. Do you think that Disney would consider me for this part?” And Marcia said “Let’s find out,” and then asked the bartender for the house phone.

And the very next day, Eric Idle is on the set for “Honey, I Shrunk the Audience.” As director Randall Kleiser walked this Monty Python vet through this hugely-difficult-to-shoot / FX-filled production. Kleiser — by the way — got this gig because the Imagineers thought that he’d done an amazing job with the direction of that “Honey, I Blew Up the Kid.”

And speaking of doing a great job, the Imagineers were so pleased with Eric Idle’s performance as Nigel Channing, the MC of the “Inventor of the Year” Awards that — when it came time to redo the “Journey into Imagination” ride — they reached out to Idle again and asked if he’d be willing to reprise that character. Which he was. So now Eric Idle is an established fixture at Future World … I mean, World Nature.

“Honey, I Shrunk the Audience” – Attractions Around the World

“Honey, I Shrunk the Audience” finally opened at EPCOT in November of 1994. And it proved to be so popular with WDW visitors that Oriental Land Company execs (They’re the folks who operate Tokyo Disneyland & Tokyo DisneySea) insisted that they get a clone of this 3D movie for the Tomorrowland theater at their Disneyland.

Honey, I shrunk the audience Epcot sign
Credit: Flickr Gary Burke

The Tokyo version — which went by the name of “MicroAdventure!” There’s an exclamation point at the end of that attraction’s name, by the way) opened in April of 1997. It was so well received that the original Disneyland Park in Anaheim — which was in the process of designing its second New Tomorrowland (which would open for the Spring of 1998) — said “Hey, we want a clone too.”

So the Anaheim version of “Honey, I Shrunk the Audience” opened in May of 1998, going into the exact same theater that Disneyland’s version of “Captain EO” had been screened in. And then — the following year — Disneyland Paris got its own version of “Honey, I Shrunk the Audience.” Which opened at that theme park in March of 1999.

Closing for “Captain EO”

All four versions of “Honey, I Shrunk the Audience” then screened at theme parks around the globe the next 11 years. Until May of 2010 arrived. Which was when — within one month’s time — all four versions of this 3D attraction shuttered.

Michael Jackson had died back in June of 2009. And since Disney believes firmly in death being the ultimate disinfectant, the Summer of 2010 was deemed to be the perfect time to begin screening “Captain Eo” at the Parks again.

“Honey, We Shrunk Ourselves” & “Honey, I Shrunk the Kids: The TV Show”

In May of 1997 — Walt Disney Studios Home Entertainment releases “Honey, We Shrunk Ourselves.” Which was a home premiere extension of that film series which marked Rick Moranis’ last appearance as Wayne Szalinksi.

In September of 1997, “Honey, I Shrunk the Kids: The TV Show” debuts in syndication. This hour-long adventure comedy series ran for three season. With Peter Scolari (formerly Tom Hanks’ co-star on “Bosom Buddies”) now playing the role of Wayne Szalinski.  A total of 66 episodes were produced, with the last one airing May 20, 2000.

Next Steps for “Honey, I Shrunk” Film Franchise

On May 13, 2019 , a“Honey, I Shrunk” reboot was announced. To star Josh Gad playing Wayne Szalinski’s son Nick. Josh persuaded Rick Moranis to come out of retirement to play Wayne again & recruited Joe Johnston — the guy who directed the original “Honey, I Shrunk the Kids” more than 30 years earlier to come back and direct the sequel.

Joe was done in Atlanta in March of 2020 directing the construction of the sets for “Shrunk.” That’s what this sequel (which will air of Disney+) will be called. Just “Shrunk.” When the pandemic happened. Production suspended.

Good news. “Shrunk” is now back on. Can’t reveal where it’s going to be shot. But Josh & Rick are slated to go before the cameras next year. Can’t wait.

This article is based on research for The Disney Dish Podcast “Episode 375”, published on May 23, 2022. The Disney Dish Podcast is part of the Jim Hill Media Podcast Network.

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