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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

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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“Honey, I Shrunk the Kids”: The Movie & Early Attractions

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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”.

When Michael Eisner came on board as Disney’s new CEO in the mid-1980s, he had gone over the company’s books and learned that there was this certain type of film (a science-based gimmick comedy) that the Studio used to release that had done very well at the box office over the past 25 years or so.

We’re talking about Disney-produced comedies like “The Absent-Minded Professor,” “The Computer Wore Tennis Shoes,” “The Misadventures of Merlin Jones.” FX-filled films where college kids accidentally a paint that could then make them invisible.  Or a family pet — in this case, a duck — gets exposed to radiation and then starts laying solid-gold eggs. You know, things that could happen to anyone in every day life. Provided — of course — your name is Dean Jones or Kurt Russell.

Flight of the Navigator and Rebirth of Science-Based Movies

So Eisner decides that it’s high time that Walt Disney Pictures gets back in the science-based gimmick comedy business again. Which is why he greenlights production of “Flight of the Navigator,” which arrives in theaters in July of 1986. The only problem is … This Randall Kleiser film (Remember that name. It’s going to come up again) suffers from “This-movie-really-wants-to-be-E.T.-instead” syndrome. Which means that it’s heartfelt and has some wonderful, sincere moments as well as some killer visual effects.

Credit: Disney

 But “Flight of the Navigator” is not long on laughs. And remember that the reason that Eisner put this Randall Kleiser film into production in the first place is because he wanted to revive the science-based gimmick comedy genre at Disney Studios.

But “Flight of the Navigator” (while it didn’t exactly set the box office on fire when it was released to theaters in the Summer of 1986) did well enough when the VHS version of this movie hit store shelves in January of 1987 that Eisner thought “Okay. We can take another stab at this. Get me a script for another science-based gimmick comedy.”

Which is when the script for “Teenie Weenies” shows up on his desk.

Teenie Weenies – Origins of “Honey, I Shrunk the Kids”

Now “Teenie Weenies” has kind of an interesting pedigree. Because it came to Disney by way of Stuart Gordon. Who — back in the mid-1980s, anyway — was best known for having written & directed some pretty out-there horror comedies, 1985’s “Re-Animator” and 1986’s “From Beyond.” But Stuart also had a love for cheesy 1950s sci-fi films like “The Incredible Shrinking Man” (which Universal Pictures first released to theaters in April of 1957).

And one day Gordon had a brainstorm: What if — instead of some earnest white guy scientist in a lab coat who gets shrunk down to the size of a bread crumb — it’s a kid instead? Or — better yet — kids? What would happen in that case?

So Gordon and his frequent collaborators — Ed Naha & Brian Yuzna — work up a screenplay that explores this idea. And it eventually makes its way to Disney. And Eisner likes what he sees. But even so, Michael doesn’t want to spend a whole lot of money on this movie. Plus he’s not crazy about that title, “Teeny Weenies.” Can we please come up with a better title for this movie? Which is why — for a time — this film is called “Grounded,” then “The Big Backyard.”

Credit: Worthpoint

So Stuart is initially supposed to direct this movie for Disney. Which — I know — given that this guy previously directed really out-there horror comedies (Trust me, folks. If you’ve ever seen “Re-Animator,” you’ll know what I’m talking about) seems like a weird choice for the Mouse House.

But Michael’s thinking at the time was … Well, “The Big Backyard” is going to be full of visual effects shots. And given some of the scenes in “Re-Animator” & “From Beyond,” this guy already knows how to do this stuff. So better to stick with the devil you know.

So — to keep production cost down — Disney decides to shoot “The Big Backyard” down in Mexico City at Churubusco Studios. So Stuart casts up the project.

FYI: The role of inventor Wayne Szalinski was originally written with Chevy Chase in mind. But since he was shooting “National Lampoon’s Christmas Vacation” around this same time, he wasn’t available. So Disney then offer this part to John Candy. Who — when he passed on the role — suggested that the Studio consider Rick Moranis, his old pal from “SCTV,” for the part. Which is how Moranis became Szalinksi.

Production & Filming “Honey, I Shrunk the Kids”

Production is just about to get underway on “The Big Backyard.” But then Stuart Gordon gets sick and has to withdraw from this project. Michael Eisner now starts freaking out. I’ve got a big new visual-effects-drive comedy for Disney Studios all set to start shooting and — days before production is supposed to begin — I don’t have a director.

Enter Academy Award-winning visual effects guy Joe Johnston. This is the guy who started as a concept artist on the first “Star Wars” film, went on to design Boba Fett for “The Empire Strikes Back,” and — by the time “Willow” rolled around — George Lucas had promoted Joe to associate producer. More to the point, Johnston was the production designer on those two “Ewok” TV movies that ran on ABC in 1984 & 1985.

So Joe had come up through the ranks at Lucasfilm. Yet, he hadn’t actually directed a movie up until that time. But he’d basically done everything else you could do behind-the-camera on a big visual effects film. Johnston was the right guy in the right place at the right time when Disney desperately needed a director for “The Big Backyard.” So tag. You’re it.

And Joe — to his credit — delivered. Disney was so pleased with the work that he did on “The Big Backyard” that — after this science-based gimmick comedy officially opened at the box office in June of 1989 and did really, really well, the Studio immediately offered Johnston another FX-fille project. This one being a big screen adaptation of Dave Stevens’ cult classic comic book, “The Rocketeer.”

Joe Johnston, Thomas Wilson Brown, Amy O’Neill, and Robert Oliveri in Honey, I Shrunk the Kids (1989) Credit: iMDB

From “The Big Backyard” to “Honey, I Shrunk the Kids”

But that title. “The Big Backyard.” Michael still hated it. He wanted something punchy & fun like the titles of those earlier Disney science-based gimmick comedies from the 1960s & the 1970s. Something like “Now You See Him, Now You Don’t” or “The Monkey’s Uncle.” A title that tells you right up front that this is a family comedy.

There was a line in the movie that always got a big laugh at test screenings. It was when Rick Moranis turned to his wife Marcia Strassman and then reluctantly admitted “Honey, I Shrunk the Kids.” Eisner said “That gets a laugh. Let’s go with that.” Which is how “The Big Backyard” became “Honey, I Shrunk the Kids.”

“Honey, I Shrunk the Kids” Box Office Success

And “Honey, I Shrunk the Kids” did crazy business at the box office in the Summer of 1989. We’re talling $222 million in ticket sales worldwide. Which is the equivalent of nearly a half a billion dollars in today’s money. Which then made “Honey, I Shrunk the Kids” the highest grossing live-action Disney film of all time. A title it retained for five years, only to then be dethroned by “The Santa Clause.”

Now it’s worth noting here that one of the reasons that “Honey, I Shrunk the Kids” did so well at the box office in the Summer of 1989 was that — right in front of this Joe Johnston movie — was the very first “Roger Rabbit” short, “Tummy Trouble.” The film that inspired this short — “Who Framed Roger Rabbit” — had come out the previous summer and done very well at the box office. That Robert Zemeckis movie had taken home four Oscars at the 61st Academy Awards, which had been held just three months previous in late March of 1989.

So there are some folks even today who say “Well, ‘Honey, I Shrunk the Kids’ wasn’t really this monstrous hit back in the Summer of 1989. It was more a case that ‘Honey, I Shrunk the Kids’ — when it was paired with “Tummy Trouble” — was such a tempting combo that moviegoers just could not resist this double bill. Especially on the heels of “Who Framed Roger Rabbit” and how well that movie had done the previous Summer.

“Honey, I Blew Up the Kid”

This would become painfully clear in the Summer of 1992 when the sequel to “Honey, I Shrunk the Kids” — “Honey, I Blew Up the Kid” — finally arrived in theaters. Only instead of a new “Roger Rabbit” short, this Randall Kleiser film (See. I told you that name would come up again) had a Disney-produced CG short in front of it called “Off Your Rocker.” And that Barry Cook cartoon — while fun — just wasn’t the box office draw that “Tummy Trouble,” “Roller Coaster Rabbit” or “Trail Mix-Up” had been.

Consequently, “Honey, I Blew Up the Kid” only did about 2/3rds of the business that “Honey, I Shrunk the Kids” did domestically. We’re talking $96 million in ticket sales in North America versus $130 million in North American ticket sales back in 1989.

Which — when you factor in that the original “Honey, I Shrunk the Kids” cost $18 million to make versus the $32 million it cost to make “Honey, I Blew Up the Kid” — isn’t a great place to be. Especially in a Hollywood where — increasingly — the Studio’s accountants are the ones calling the shots. Rather than the creatives.

Honey I Blew Up the Kid Movie Poster

Potential “Honey” Sequels

It’s the Summer of 1989 and “Honey, I Shrunk the Kids” is still this enormous hit. Which Disney immediately wants to make all sorts of sequels to.

Which is why — as the Wall Street Journal reported in August of that same year — the Studio pre-emptively trademarked a bunch of possible titles for follow-ups to the original “Honey, I Shrunk the Kids” movies. These titles included:

  • “Honey, I Sent the Kids to the Moon”
  • “Honey, I Made the Kids Invisible”
  • “Honey, I Xeroxed the Kids”
  • and “Honey, I Switched Brains with the Dog”

“Honey, I Shrunk the Kids” Attractions at Disney MGM Studio Theme Park

Now where this gets interesting is that — even before “Honey, I Shrunk the Kids” had opened in theaters (on June 23, 1989) — Michael Eisner was insisting that this Joe Johnston movie be folded into the Disney theme parks somewhere.

Luckily in the Late Winter / early Spring of that same year, the Imagineers were readying the Disney MGM Studio theme park for its May 1st opening.

Tram Tour Blue Screen Bumble Bee Experience

Since WDW’s 3rd gate was supposed to help promote the Studio’s latest releases … Well, WDI decided that — as part of the Visual Effects portion of that theme park’s Backstage walking tour (which used to be the second half of the Tram Tour at Disney MGM) — they’d use Blue Screen as a way to recreate that moment from “Honey, I Shrunk the Kids” when the boys accidentally fall onto the back of a bumble bee and then get flown all around the backyard.

This experience selected two kids to demonstrate how blue screen technology worked. They were then strapped by Cast Members to this huge fake bumble bee. These kids were then told to flail about as a camera moved in and out, capturing their expressions.

Then — seconds later — this just-captured footage was inserted into a clip from “Honey, I Shrunk the Kids.” Which then showed these same kids — now miniaturized — buzzing around a backyard on the back of a giant bumble bee.

Siskel and Ebert Cameo

Roger Ebert & Gene Siskel (who — at the time — were the hosts of the hugely popular “At the Movies” show) suddenly came onscreen. Roger & Gene then seemingly began to criticize the performance of the two kids who had just volunteered to demonstrate how blue screen technology worked. With Roger Ebert (he was the heavy-set grumpier member of this duo. Siskel was the more even-tempered, bald-headed guy) complained that “ … it looked like those two were hanging onto a huge fuzzball.”

This cameo was made possible by a deal that Disney had made with Roger & Gene back in 1986. Prior to that, Ebert & Siskel’s movie review show — which began life as a one-time-only TV special on Chicago Public Television back in 1975 — had been shown on various PBS stations around the country. Disney offered to make “At the Movies” the very first syndicated show offered by Buena Vista Television and to then take Ebert & Siskel nationally.

Roger & Gene agreed to this deal with one condition: That Disney execs wouldn’t then interfere in any way with the production of “At the Movies.” More to the point, if Walt Disney Studios made a stinker of a movie, that Ebert & Siskel would then be allowed to state that opinion — loud & clear — on a TV show that the Mouse himself produced.

Michael Eisner personally guaranteed that Roger & Gene would be free to say whatever they liked about Disney-produced films. And because Disney execs made a point of being completely hands-off when it came to “At the Movies” …

Well, that’s why — when the Imagineers came a-calling and said “Would you please shoot this 30 second bit for the Special Effects Workshop. Which will be part of the Backstage Tour thing we’re now building at Disney-MGM Studios,” Ebert & Siskel said “Sure.”

I mean, these two guys took their film criticism jobs seriously. They were total pros. But at the same time, Roger & Gene didn’t take themselves all that seriously. They got the gag, I mean.

“Honey, I Shrunk the Kids” Playground

When “Honey, I Shrunk the Kids” finally opened in theaters and then became the fifth highest grossing film of the year (behind “Batman,” “Indiana Jones and the Last Crusade,” “Lethal Weapon 2” and “Rain Man”), Eisner insisted that something of size that celebrated the “Honey, I Shrunk the Kids” be built at Disney MGM. Which is why — between New York Street and the Studio Catering Company — a brand-new playground began to rise up.

The gimmick of the “Honey, I Shrunk the Kids: Movie Set Adventure” was — as soon as Guests enterted this space — they were shrunk down to the size of an ant. This enclosed space (which was designed to look like a teeny tiny chunk of the Szlanski’s backyard that was now writ huge) featured 30-foot-tall blades of grass that were built out of metal & fiber glass. Which — prior to installation — had to (in model form, mind you) go through a wind tunnel test to prove that these faux enormous blades of grass could withstand 300 MPH winds and still stay in place. Because … Well, Florida. Hurricanes. You do the math.

And since this “Honey, I Shrunk the Kids” play area was being built in Florida … Well, keeping Guests cool was a major consideration. So the Imagineers have people choices. They could either stand under a 52-foot-long nozzle of a giant garden hose and periodically get dripped. Or they could stand in front of a giant dog nose. And — every so often — that enormous canine would sneeze. But instead of snot, a cool mist of water would come shooting out of those enormous nostrils.

By the way, both of these enormous props — the leaky nozzle of that garden hose AND that giant dog nose — were manufactured out in California at WDI’s Tujunga facility and then shipped cross country. You gotta wonder what motorists in the Midwest thought of that as they saw a flatbed with a giant dog nose on it rolling by them on the interstate.

A lot of folks — when talking about the “Honey, I Shrunk the Kids: Movie Set Adventure” — remember that soggy material which covered the ground. It sort of looked like dirt. That was Safe Deck, a material that the Imagineers found which was made up of ground-up old truck tires. Mind you, to make it actually look like the dirt you have in your own backyard, the Imagineers had to scatter little handfuls of ground up green truck tires & red truck tires & blue truck tries. Which brings us to the real important question: Where do you get green & blue truck tires?

Kodak-themed Slide: Was Kodak the Sponsor of “Honey, I Shrunk the Kids: Movie Set Adventure”?

One of the most popular and famous props in the play area was a slide that was shaped as an enormous, partially opened cannister of Kodak film.

Because that huge cannister of Kodak film was so obviously on display in the “Honey, I Shrunk the Kids: Movie Set Adventure” — did that then mean that Kodak was the sponsor of this Disney-MGM attraction?

And the answer to that question is actually “No.” Eastman Kodak Co. signed a 15-year-long promotional agreement with The Walt Disney Company the year previous (On April 27, 1989. Just days before Disney-MGM officially opened to the public). And this was a deal that linked Disney & Kodak in multiple ways. On television, at the movies and in the Disney theme parks.

The Kodak-themed slide was actually something of a freebie. I mean, you have to understand that the “Honey, I Shrunk the Kids: Movie Set Adventure” was one of the very first projects that Walt Disney Imagineering put into development after the Mouse House signed that new 15-year-long deal with Eastman Kodak.

And what better way to tell all of those Kodak executives back in Rochester, NY that we really appreciate you sticking with us for the long haul and being a participant at Disney Parks & Resorts but then surprise them with a slide that was shaped like an enormous cannister of Kodak film.

Mind you, all of this goodwill would evaporate just a few years later when the Imagineers went to Kodak and said “Hey. It’s time to redo the ‘Journey into Imagination’ ride at Epcot.” To which Kodak executives replied “Film sales are falling through the floor because of the rise of digital photography. We have no money available to fund a redo of the ‘Imagination’ ride. You’re on your own, Disney.”

Closing “Honey, I Shrunk the Kids: Movie Set Adventure”

The “Honey, I Shrunk the Kids: Movie Set Adventure” had a good long run at the Studio theme park. It officially opened on December 17, 1990 and then closed on April 2, 2016 to make way for an entirely different sort of movie set adventure. Maybe you’ve heard of the place? “Star Wars: Galaxy’s Edge” ?

Up Next: Sequel Challenges and 3D Movie Experiences.

Anyway … On the next installment of this series (The third & final chapter of the “Honey, I Shrunk the Kids” story), we’ll discuss Disney’s troubles when it came to developing a suitable sequel to the first film in this series. Not to mention the challenges that the Imagineers faced when they decided to build a new 3D movie experience around Wayne Szalinski’s shrink ray.

Get ready for way too many mice.

This article is based on research for The Disney Dish Podcast “Episode 374”, published on May 16, 2022. The Disney Dish Podcast is part of the Jim Hill Media Podcast Network.

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