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Why (For) Pat Carroll wasn’t actually Disney’s first choice to voice Ursula in “The Little Mermaid”

Thanks to Allan Neuwirth, Jim Hill is now able to share this great story about Walt Disney Animation Studios’ epic search for just the right voice for the sea witch

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Why Pat Carroll Wasn't Actually Disney's first Choice to voice Ursula in the Little Mermaid

Steve T. writes in to say:

My family and I caught a sneak preview of “Nancy Drew” this past weekend. And I was surprised to see Pat Carroll do a cameo in that movie. She’s always been one of my favorites, even before she did her memorable turn in Disney’s “The Little Mermaid.” But I’ve also heard stories that Pat wasn’t actually the studio’s first choice for Ursula. Could you please tell me who else Disney considered for the role of the sea witch in one of your upcoming “Why For” columns.

Steve T.

Dear Steve T.

Yeah, you’re right. Pat Carroll really is wonderful as the voice of Ursula. No other performer out there could have put such a smart & sophisticated spin on the sea witch. Thanks in great part to Pat’s sly vocal performance, this evil character is immensely entertaining to watch.

And yet — when Ron Clements, John Musker, Howard Ashman and Alan Menken were initially working on “The Little Mermaid” — Pat Carroll was not the performer that they had in mind to play that film’s villain. You see, Ashman (Who was a huge fan of “Dynasty“) dreamed of having Joan Collins play Ursula. Whereas Musker & Clements … They actually hoped to persuade Bea Arthur (Of “Maude” & “The Golden Girls” fame) provide the voice of the sea witch.

Joan Collins Bea Arthur
Copyright 2000 Universal Studios & 1987 Touchstone Television. All Rights Reserved

So if that was really the case, how then exactly did Pat Carroll wind up with this role ? Well, to answer that question, I must turn to one of the better inside-animation books that’s been written in the past 10 years, Allan Neuwirth’s “Makin’ Toons : Inside the Most Popular Animated TV Shows and Movies” (Allworth Press, April 2003). This entertaining & informative paperback contains what many consider to be the definitive account of the “Mermaid” creative team’s epic search for just the right actress to play their sea witch. And — with that author’s kind permission — I’m now going to quote extensively from Neuwirth’s interviews with Carroll, Clements, Menken and Musker about what these folks all went through in order to bring Ursula to life.

Of course, given that Arthur was then working for the Walt Disney Company (I.E. Playing the role of Dorothy Zbornak in the hit Touchstone sitcom) … In the spirit of corporate synergy, it only made sense that Ron ‘n ‘John would then attempt to recruit Bea to play Ursula. Which is why — in their original screenplay for “The Little Mermaid” — these writer / directors actually described the sea witch as ” … having a Bea Arthur-type basso voice.”

Of course, what Musker & Clements hadn’t counted on was that Arthur’s agent would roadblock their attempts to contact this sitcom star. “Her agent, I guess, read the script, and … somehow in her mind, (it came across as if) we were saying Bea Arthur was a witch,” said Musker. “I don’t think that she even gave it to her.”

So with Bea now out of the running, Ron ‘n’ John then began auditioning other TV favorites to possibly voice this role. And among the actresses that they met with during this first round of casting were Nancy Marchand (I.E. Best known today for her performance as Tony Soprano‘s manipulative mother, Livia in that HBO series), Charlotte Rae (I.E. Who played Mrs. Garrett on NBC‘s “The Facts of Life“) and — would you believe — Roseanne ?!

Nancy Marchand and Charlotte Rae
Copyright 2000 Home Box Office, Inc. & 1980 Sony Pictures, Inc. All Rights Reserved

Meanwhile, given that Ashman reportedly couldn’t convince Disney brass to approach Joan Collins about playing Ursula, Howard then moved on to his second choice for this role. Which was Broadway veteran Elaine Stritch (FYI : Stritch was one of the actresses that Disney execs originally considered for Dorothy Zbornak before they ultimately offered this part to Bea Arthur).

Ron Clements remembered that ” … we liked Charlotte Rae, and Howard was totally gung ho for Elaine Stritch. Neither of them had done (“Poor Unfortunate Souls”) yet. So we held second auditions where Elaine Stritch would do the song, and Charlotte Rae would do the song.” In the end, Stritch won out because — as then-“Mermaid” storyman Roger Allers recalled — “(Elaine) was fantastic as the witch. It was this boozy kind of witch … it was hysterical.”

So with Stritch cast as Ursula, the “Mermaid” production team then began working up designs for a tall, thin regal-looking sea witch. Which is why — at this point in production — the character was first modeled on a manta ray (Which then allowed the artists to give this villainess a stylish cape) and — later — a scorpion fish.

But then Elaine began having creative differences with Howard, with this stage vet having difficulty following the lyricist’s very specific directions. “(Ashman) was very Svengali-like,” Musker explains. “And he would sing the demo for (the performers that we’d hired for this picture. Howard) was the witch, and he was the crab, and (Ashman) would shape those performance. (Howard) would really channel himself into those people to do (the specific sorts of) performances that he (wanted for our film. And — in the end — Stritch) wouldn’t do the song at the tempo (that Ashman) wanted.”

Elaine Stritch at Liberty
Copyright 2003 Home Box Office, Inc. All Rights Reserved

So — after several weeks of effort — Elaine was let go. “And we then had to go through a whole ‘nother group of auditions …,” Clements continued.

It was during Disney’s second search for a suitable voice for the sea witch that Pat Carroll was finally brought in to audition for this part. And to this day, this veteran character actress vividly recalls her reaction to the material. “After I read the script, I thought, ‘Oh, this is going to be so wonderful … and then, I heard the music and thought, ‘Oh my God, that’s like a Broadway score !’ “

And given that it had been Carroll’s lifelong ambition to voice a character in one of Disney’s animated features, she immediately agreed to do an audition. But — that said — Pat never actually expected to be cast as Ursula.

Why For ? Well, as Carroll described the circumstances around her initial audition: “I went out to the studio, and looked around the room at all of us ladies … There were ladies there I recognized from film, there were ladies that I recognized from television … (This) was a highly sought-after job. And in New York, they were doing the same thing. So I knew I was one of many … This was not, ‘Oh, we must get Pat Carroll.’ “

So Pat then went in and gave it her best shot. And then a full year went by before Carroll’s agent finally called to congratulate her on landing a part in this Disney project. And what was Pat’s response ? “(I said) ‘What Disney film? ‘ Come on, it was a year later. I’d done a lot of things in the meantime. Can you believe that — I didn’t even know what the hell he was talking about.”

After she’d officially won the role, the very first thing that Carroll recorded was the song “Poor Unfortunate Souls.” And Pat’s approach to the rehearsal process for this song couldn’t have been more different than Elaine Stritch’s.

Alan Menken (left) and Howard Ashman
Alan Menken (left) and Howard Ashman Copyright 1989 Disney Enterprises, Inc. All Rights Reserved

Carroll recalls a conversation with Ashman where … “I said, ‘Y’know, before we do this, would you do the number the way you see it and you do it?’ He did — and I said, ‘I got you, Howard. I know exactly what you want.’ He gave me that performance ! Come on, I’m honest enough to say that. I got the whole attitude from him … and his shoulders would twitch a certain way, and his eyes would go a certain way … I got more about that character from Howard singing that song than from anything else.”

And as they went along, Pat would fold even more bits of Howard into her performance. Take — for example — Ashman’s habit of always saying “innit” instead of “isn’t it.” “I asked, ‘Howard, may I use that?’ ,” Carroll continued. “(And) he said, “Of course, I wished you would !”

Even though the performer & the lyricist obviously got along well, Pat still remembers the rehearsal & recording sessions for “Poor Unfortunate Souls” as being rather brutal. “(Ashman and Menken) were absolutely military in their adherence to what they wanted. Many times, I’d go home with my vocal chords blown. Because you have to do it over and over and over again … And I would occasionally have to say, ‘Gentlemen, may I take a five-minute break to breathe, and get some water, and just rest.’ They’d say, ‘Absolutely.’ But they were relentless in their pursuit of excellence, and I adore working with people like that.”

That said, Carroll recalls coming home one night and complaining about her tough day at the studio. “And I was griping, as actors are wont to do instead of being grateful they’re working. My youngest daughter, Tara — who’s now an actress and director — said, ‘Mom, may I remind you, you’re in something that fifty years from now may be shown, and all your work you’ve done in the theater will have gone by the boards and disappeared. What you’re working on now will be seen by our children, and our grandchildren, and our great-grandchildren.’ I looked at her and I thought, the kid is right. And I said, ‘Tara, are you telling me that my grandchildren will only know me as a squid?’ We both began screaming with laughter, because she knew what I was saying was right.”

Ursula
Copyright 1989 Disney Enterprises, Inc. All Rights Reserved

But in the end, all of that hard work clearly paid off. Because when “The Little Mermaid” swam into theaters in November of 1989, Ursula was immediately embraced as one of Disney’s very best baddies. Based — in large part — on Carroll’s delightful vocals.

Of course, what helps make Pat’s performance so deliciously evil is that she drew her inspiration for the sea witch from a very unusual place. As Carroll explained, “”I (saw Ursula as this) ex-Shakespearean actress who now sold cars. It’s the attitude … the voice was very Shakespearean: Hello, my dear ! Oh, no, dahling … Very theatrical — but the pitch was a used car salesman. Very, very patently obvious. No subtlety there. She was being unctuous, and oily, and ever so wily … but you saw right through her. I’m surprised (that Ariel) didn’t !”

Mind you, over time, this one over-the-top performance has begun to eclipse the rest of Carroll’s august body of work. All those decades of turning in stellar performances for the stage, screen and television. But — that said — Pat has no regrets.

Carroll calls her work in “The Little Mermaid” ” … the one thing in my life that I’m probably most proud of. I don’t even care if, after I’m gone, the only thing that I’m associated with is Ursula. That’s okay with me, because that’s a pretty wonderful character and a pretty marvelous film to be remembered by.”

And Carroll clearly is remembered, given the steady number of autograph requests she still receives from animation fans all around the globe. But recognizing who the real draw here is … Well, that’s why Pat always sign images of the sea witch in a certain way. “I always sign pictures … ‘Dear Sweetlips: I hug you with my tentacles. Oceans of love, Ursula.’ And then, underneath, in parentheses, I put ‘Pat Carroll,’ very small. (Because) they don’t know who this Pat Carroll is, but they do know who Ursula is.”

Emma Roberts (left) and Pat Carroll in Warner Bros. "Nancy Drew" Copyright 2007 Warner Bros. All Rights Reserved
Emma Roberts (left) and Pat Carroll in Warner Bros. “Nancy Drew” Copyright 2007 Warner Bros. All Rights Reserved

Well, as for all us animation fans out there … We actually do know who Pat Carroll is. Which is why we’re delighted to see that this great old broad is still out there working. Still stealing scenes in films like “Nancy Drew.” More importantly, that she keeps coming by the studio to record dialogue whenever Disney wants to use Ursula in a new video game or have the sea witch make an appearance in a new parade or show at the parks. Here’s hoping that Ms. Carroll is around to hug us with all her tentacles for many years yet to come.

Anywho … That’s the story of how Pat Carroll eventually wound up playing the role of Ursula the sea witch in “The Little Mermaid.” “Special thanks again to Allan Neuwirth for allowing me to use all of those great quotes from his interviews with Roger Allers, Pat Carroll, Ron Clements, Alan Menken and John Musker.

By the way, ‘The Little Mermaid’ isn’t the only movie that’s discussed in great detail in ‘Makin’ Toons : Inside the Most Popular Animated TV Shows and Movies.’ So if you want to read some juicy behind-the-scenes stories about the creation of ‘Toy Story,’ ‘Shrek‘ and ‘Ice Age,’ then you really need to pick up a copy of this 366-page paperback.

And FYI: Allan’s newest book — “They’ll Never Put That On The Air” (Allworth Press, February 2006) — is a terrific read too.

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

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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

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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

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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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