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In the late thirties, a chance encounter between Walt Disney and conductor Leopold Stokowski spawned the film Fantasia (1940). Many might perceive classical music as inaccessible or impenetrable, but throughout Fantasia, one can–critiques aside–begin to experience the narrative possibilities of the art form. In that sense, Fantasia was an introduction. Disney and Stokowski had ambitious plans to develop this theatrical-cinematic hybrid into a series. When it initially opened, however, their high hopes for its success crashed at the box office. With the passing decades, Fantasia gained iconic status as a groundbreaking and innovative pas-de-deux between hand-drawn animation and classical music.

In 1937, Walt Disney went to Chasen’s restaurant in Hollywood for dinner. 

Coming off the wild success of his studio’s first film–Snow White and the Seven Drawfs–Disney had gone, in the span of a decade, from being a penniless artist to an international star. He had, with his beloved Mickey Mouse, captured the world’s heart and attention in the shorts he produced – but Snow White was the first full-length cel animation feature, meaning hand-drawn, and Disney’s earliest feature film. Still, animation was a new medium for popular consumption. Disney was, if anything, a premier storyteller. He was striking a chord with the masses that would resonate across the century to the present day.

Even in Disney’s early short films, he understood music to be an equally powerful form of communication. In his “Silly Symphony” series (1929-1939), Disney had already been experimenting with matching music to the scene as a device to heighten the dramatic and comedic action. In the case of Mickey Mouse in the Sorcerer’s Apprentice in Fantasia, for example, the seriousness of P. Dukas’ musical composition as well as its Romanticism provides the foundation for a silly routine.

Mickey’s popularity in the late 30s tapered.

It was time for Mickey to evolve as a character; Walt Disney envisioned a role for Mickey that would give his fame a boost. So, Disney decided to put him in a short called the Sorcerer’s Apprentice, a story taken directly from the poem written by Goethe in 1797. Mickey Mouse would receive an update to his look–which became the character that we all recognize today. Already wanting to animate Dukas’ classical score, Disney went to dinner one night and happened to run into one of the most prominent conductors of the era.

In the 1930s, even if you didn’t listen to classical music, you knew who Leopold Stokowski was.

A charismatic personality, Stokowski was known for his striking look and sonorous, luxuriant interpretations of classical music. He is attributed to popularizing the genre, which reflects his proclaimed artistic purpose–to bring classical to the masses. When Disney told Stokowski, over dinner, that he was working on The Sorcerer’s Apprentice, the conductor was adamant to do it, and on the house. This project began as short and turned into Fantasia–an epic two-hour collaboration between animation and music that brought popular culture and high art to the silver screen.

“Before I knew it, I ended up spending 4 hundred-and-some-odd thousand dollars getting music with Stokowski (laughter). But we were in there. That was the point of no return. We went ahead and made it.” -Walt Disney

2.28 million dollars later, Fantasia was 3 times the budget of any film Disney had made up until that point. Disney was in a rare position at the time however having struck gold with Snow White and a talented team of artists at his disposal. He could do whatever he wanted. Disney studio had over 1,000 artists from around the world; the finest draftsmen, illustrators, and painters. Each second of Fantasia equated to 24 drawings. Thus the sheer manpower it took to create the film was impressive, to say the least.

Together, along with Stokowski and the Philadelphia Symphony, the team would push the boundaries of animation towards new frontiers in Fantasia.

“All we had was musical notes.” –Ward Kimball, Disney animator


In January 1938, Pathé studio in Culver City was turned into a sound studio to accommodate a 100 piece hand-picked orchestra. A film-concert hybrid, the film takes us on a symphonic, psychedelic ride through the imagination, old school Disney style. Deems Taylor, a famous classical music critic, and composer, acts as the Master of Ceremonies, introducing each segment within the orchestra.

“Fantasia” is a musical term that refers to a composition free in form –its roots being in the art of improvisation. The term was first applied to music in the 16th century to refer to an imaginative musical idea that did not follow any particular form of composition.

Structurally, the film consists of eight animated segments set to classical music (with one intermission). They span three narrative categories: narrative (The Sorcerer’s Apprentice), non-narrative but with character elements (The Nutcracker SuiteDance of the Hours), and abstraction (Toccata and Fugue in D minor).


  • Toccata and Fugue in D Minor by  Johann Sebastian Bach.
  • The Nutcracker Suite by Pyotr Ilyich Tchaikovsky
  • The Sorcerer’s Apprentice by Paul Dukas
  • Rite of Spring by Igor Stravinsky
  • The Pastoral Symphony by Ludwig van Beethoven
  • Dance of the Hours by Amilcare Ponchielli (Act 3 finale of the opera La Gioconda)
  • Night on Bald Mountain by Modest Mussorgsky and Ave Maria by Franz Schubert 

Fantasia begins with Toccata and Fugue in D Minor by  Johann Sebastian Bach to open the imagination of the viewer as space, landscape, color, and movement. Stylistically, the visuals were directly influenced by the German experimental musical animator, Oskar Fischinger.

A short introductory scene features the orchestra and Stokowski saturated with color. Violet, acid green, yellow, hot pinks and reds cast its members in silhouettes against the wall. Then we enter a nebulous space. Electric streaks variate the movement of violin bows, a cluster of stars burst, lines and curves become rolling red hills. Geometric shapes, animated vibrational patterns move in accordance with the language of the music. What one sees in this sensual visual landscape is Walt Disney wrestling. He wanted to push the experimentation further but not offend audiences.

Dennis Mckenna aptly said in regards to reality, “we inhabit this hallucination.” Within a stylistic container, each musical composition inspired a different kind of hallucination.

The Nutcracker Suite brings nature to life. The ethereal bodies–fairies!–first dress the natural scene with sparkling dust. Falling leaves, twirling flowers, sensual goldfish, and proper mushrooms perform the changing of the seasons. The movement of the Chinese mushrooms was based on the Three Stooges.

The most publicized image of the film is Mickey Mouse as the sorcerer’s apprentice.

Swimming in his robe and hat, Mickey decides to magically activate a broom to help him complete his chores while his master is away. The musical composition, along with Mickey, follows the story of Johann Goethe’s poem that bears the same title:

Gone’s for once the old magician
With his countenance forbidding; 
I’m now master, 
I’m tactician,
All his ghosts must do my bidding. 
Know his incantation,
Spell and gestures too; 
By my mind’s creation
Wonders shall I do.
—Goethe, The Sorcerer’s Apprentice

Except Mikey makes a mess, unable to stop the spell he cast. Here the dangers of power over wisdom are forewarned as well as the risk of human creations getting out of control. 

Don’t animate it like the mushrooms and flowers–animate it like a real dinosaur!

In so many words, these were Disney’s instructions for the Rite of Spring passage. Realism was the objective–to depict the history of the planet. The narrative progresses to depict the first life forms and up through the reign and demise of the dinosaurs. The studio got guidance from biologists, paleontologists, astronomer Edwin Hubble, and the director of the American History Museum. Animators studied comets and nebulae at the Mount Wilson Observatory.

“When I was a kid, they used to show just the Rite of Spring sequence in school as a kind of instructional film on the creation of the Earth.” -John Culhane, animation historian

After a short intermission, the orchestra has a jam session of jazz music before introducing the viewer to the “soundtrack.” First, the shy straight line doesn’t want to come on but with the encouragement of Deems Taylor, it takes center-screen. Going around the orchestra, the soundtrack changes shape, color, and texture with each instrument played.


The Pastoral Symphony

This mythological segment is full of fanciful charm. A team of female centaurs exits their bathing pool bare-chested. Fluttering cherubs beautify the girls and spot a team of male centaurs heading their way. A love scene with canoodling centaurs ensues until Zeus starts throwing lightning bolts. A terrible storm sends pegasuses, unicorns, the centaurs running for cover. The storms part, a rainbow sets across the sky, and a cherub and pegasus do a spectacular flying dance through all the colors. The animators used humans as a model for the centaurs but some considered this a mistake.

“How much nicer an effect the picture would have gotten if we had studied circus horses and what they could do to music…Instead of that, Ken Anderson, myself, and a heavy-set story man named Don got out on a sound stage one night and the three of us carried baskets on our backs and we skipped around like centaurs, but we were skipping like human beings, not like horses.” –Eric Larson

Given that the animators brought in dancers from Ballet Russe de Monte Carlo, went to observatories and zoos to observe and sketch from real life, it doesn’t seem far-fetched as an idea to study horses. Nevertheless, the work the animators did was exquisite.

Dance of the Hours by Amilcare Ponchielli becomes a comic ballet.

The ballet features a flock of prima-ballerina ostriches (morning) hippopotamuses (afternoon), an elephant troupe blowing bubbles (evening), and a forbidden love scene between a cloaked alligator and the prima-hippo. Night descends with lover Ben Ali Gator’s troop of alligators that wreak balletic havoc with the other animals until the palace collapses.

This scene was actually an insider joke. It parodies ballet, but also the overuse of this musical composition, and its opera. Taking a popularized piece of classical music–a cliché–they mocked it.

The Night is Darkest Before the Dawn: Night on Bald Mountain and Ave Maria

An ancient Russian legend about a demon, Chernobog, who orchestrates a frightening nocturnal revel inspired Mussorgsky to compose Night on Bald Mountain, a tone poem. A pencil sketch by Swiss artist Albert Hurter served as the basis for the monstrous creature atop a mountain. From the cap of Bald Mountain, the Chernobog unfolds his wings and summons the ascent of the underworld. But the sounds of the church bells in the village “disperse the Spirits of Darkness” and cue Ave Maria. The final image shows the sun rising– a symbol of hope.

An artistic achievement no doubt for its ingenuity and groundbreaking animation, Fantasia was the first film to use stereophonic sound.

The creators wanted the audience to experience the music as if they were listening to it live. Thus, the theaters able to house the film were few and the costs were high. The original intent was to turn Fantasia into a roadshow that would hold a permanent place in the lives of theater-goers. The idea was to create an experience that audiences would return to year after year. The ambitious nature of the project was too great financially to maintain. There were even talks of using olfactory design in the theater during the film–particularly incense during the Ave Maria. Also, the length of the film was considered problematic, which resulted in a shortened version of the spectacle to be released.

The “failure” of its initial release weighed heavy on Walt Disney but it was short-lived, relatively speaking. Fantasia proved to be a timeless psychedelic masterpiece and one of the most important and daringly bold animated features of all time.

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