Chasen's restaurant in old Hollywood was a legendary hangout where movie stars expected to dine in peaceful private booths on barbecued chili without putting up with celebrity gawkers. There were occasional breaks in the quiet. Jimmy Stewart's bachelor party was thrown there complete with midgets clad only in diapers jumping out of cakes. Humphrey Bogart and Peter Lorre got drunk one night and stole the restaurant's safe, carrying it out onto the street until they were caught. WC Fields once caused his girlfriend Carlotta Monti great anguish by dining at Chasens with another woman. She called up nearby Cedar Sinai Hospital and told them that the comedian was having a heart attack, resulting in an ambulance coming to fetch him in the middle of dinner. And in 1938 the conductor of the Philadelphia Orchestra, the long haired, flamboyant Leopold Stokowski, in town to carry on a discreet love affair with Greta Garbo, had his dinner interrupted by a note from a waiter saying that Walt Disney wanted to meet him.

The cartoon maker and the Maestro were surprised that both were fans of each other. As always Walt saw meetings with talent as an opportunity to push the creative envelope. In fifteen years of running his animation studio, Disney had used music to supplement gags and stories, now he wanted to reverse the formula. While recently attending a symphony at the Hollywood Bowl he had been enthralled listening to The Sorcerer's Apprentice by Paul Dukas. What if it were combined with a state of the art, twenty minute animated cartoon? It could raise animation to a higher art form and introduce new audiences to classical music who had never appreciated it before. Stokowski loved the idea so much he volunteered to conduct it for free. He also suggested several other pieces that could be presented with animation as well. And so Fantasia (1940) was born.

Disney's other reason to make Sorcerer was to save the career of Mickey Mouse. A superstitious man, who like many in Hollywood consulted fortune tellers, Walt felt that if Mickey died, his whole organization would go down with him. The problem was that Mickey like many stars was now type cast. He had gone from being mischievous to bland. It had gotten to the point where Walt would get letters of complaint every time the little guy would misbehave on the screen. He had been surpassed in popularity by the mean-spirited but more versatile Donald Duck. Walt also felt that the high pitched voice that he himself provided for the mouse was not exciting for audiences to hear, his role in Fantasia would be silent. Disney remained Mickey's strongest advocate, despite his artist's suggestions the four foot rodent was a dumb character who should be replaced in the film by Dopey. Their disdain lead to the phrase,"A Mickey Mouse Operation" used to describe things that are second rate.

At that time, flush with the huge success of Snow White And The Seven Dwarfs (1937) the 37-year-old Walt Disney was at the height of his creative powers. Visitors to the studio were amazed by his boundless energy, they would have more surprised to find out he had suffered a nervous breakdown eight years earlier. His anything is possible attitude carried over to many of his artists who were zany characters to begin with. Working on Fantasia with highbrow types like Stokowski and music critic Deems Taylor, Walt would sometimes feel embarrassed by their immature behavior. Don't be, he was told, Your cartoonists are like the elves in Santa's workshop.

If Walt was ignorant about some classical music pieces, he made up for it by plunging into Fantasia with boyish enthusiasm. His imagination was translated into unique visions by the Disney animators. A Bach passage reminded him of a bowl of spaghetti, he was later amused when critics saw something profound in the simple drawings that appeared on screen. Stokowski suggested they use a piece called Sacre du Printemps or Rite Of Spring, by Igor Stravinsky. "Socker, what's that?" Walt asked. After he heard the music he wired ten thousand dollars to Stravinsky for permission to use it. The desperate Russian composer needed the cash to get safe passage out of occupied Paris. Sacre was transformed from ancient pagan rituals to accompany a powerful depiction of Earth's evolution. Beethoven's sixth symphony, The Pastoral, was changed from a peaceful countryside setting to a Mount Olympus spectacle where unicorns, centaurs and nymphs roamed freely. After seeing the completed work for the first time Walt said with wide-eyed innocence,"Wow! This will make Beethoven!"

Like what George Lucas would later do with THX, Walt developed a new recording system called Fantasound, so that audiences would be able to enjoy the rich quality of the music. All of this spending was viewed with alarm by his tightfisted business partner and classical music hating brother Roy, who annoyed Walt by suggesting they use some Tommy Dorsey tunes instead.

With past films Disney had often bowed to pressure from his financial backers to finish them early while he was still tinkering, trying to make them perfect. Giving in to the money men always gave him a sense of loss. He dreamed Fantasia would play forever in some theaters with new segments constantly being added, an endlessly ongoing project. But Fantasia was a crushing disappointment for Walt in 1940. Many movie theater owners refused to pay for the installation of Fantasound, giving the film very limited distribution. The exhibitors who did show it charged much higher admission prices than normal keeping audiences away. The people that did come were often put off by the lack of a story or the frightening devil in the Night On Bald Mountain sequence, for whom Bela Lugosi was the real life model. Roy, who had indulged his brother because he was certain they would break even overseas, saw World War II cut off much of the foreign market. Classical music aficionados like the ungrateful Stravinsky looked down their noses at Disney's masterpiece. Fantasia was cut in length and went into mass release as the second half of a double feature. The Disney brothers took a financial bath they nearly never recovered from.

Fifteen years later Mickey Mouse was back on top with The Mickey Mouse Club television show and Walt finally got his ongoing dream project with Disneyland. But unlike other initial money losers he made, such as Bambi (1942) and Pinocchio (1940), he never lived to see Fantasia become profitable. Shortly before he died in 1966 he said,"Fantasia? Well I don't regret it but if I had to do it over again, I wouldn't."

In 1968 the Beatle's cartoon Yellow Submarine did very well with the psychedelic crowd. Sensing a new market for Fantasia, the Disney studio re-released it and the film was finally made profitable by drug tripping hippies who speculated that Walt must have been on something when he produced it.

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