Disney Plus-Or-Minus: The Happiest Millionaire

Original theatrical release poster for Walt Disney's The Happiest Millionaire

Throughout the 1960s, Hollywood studios pumped millions of dollars into lavish epic musical extravaganzas and when they hit, they hit big. Disney had first-hand experience with this. In 1964, Mary Poppins became a phenomenon, becoming the highest-grossing film in the studio’s history and winning five Oscars. Needless to say, Walt wanted to do that again. But The Happiest Millionaire, which ended up being the last live-action film released bearing Walt Disney’s personal thumbprint, failed to recapture that old Poppins magic.

The Happiest Millionaire was based on a play by Kyle Crichton (no apparent relation to Michael Crichton, despite what IMDb may say), which was in turn based on My Philadelphia Father, a book Crichton cowrote with Cordelia Drexel Biddle. The Happiest Millionaire was not a musical when Walt acquired the rights to it. It was evidently Mary Poppins producer Bill Walsh’s idea to turn it into one. But Walt didn’t keep Walsh on the project. Instead, he turned it over to Bill Anderson, who had produced a lot of things for the studio (most recently The Adventures Of Bullwhip Griffin) but no musicals.

Anderson wasn’t the only one making his first musical. Screenwriter A.J. Carothers had been responsible for such non-singing-and-dancing films as Miracle Of The White Stallions and Emil And The Detectives. The closest Norman Tokar had come to directing a musical sequence was Fred MacMurray leading his boy scouts in the title song of Follow Me, Boys! That tune had been written by house songsmiths Richard M. and Robert B. Sherman. Once again, they’d be the ones primarily responsible for guiding the musical elements of the show.

Walt again cast his favorite leading man, Fred MacMurray, in the starring role. MacMurray was not the Shermans’ first choice (or, indeed, their second or third). They hoped to get Rex Harrison, star of My Fair Lady. But Walt had the final say on all casting decisions, so once he got his heart set on MacMurray, nobody else really stood a chance. You can understand why the Shermans might have wanted someone else. Despite his background as a saxophonist and vocalist early in his career, MacMurray wasn’t exactly known as a song-and-dance man anymore.

Second billing went to Disney newcomer Tommy Steele. Steele had become a star about a decade earlier in the UK. Considered Britain’s first rock and roll star, Tommy hit the top of the pops with songs like “Singing The Blues”. He made his movie debut (as himself) in 1957’s The Tommy Steele Story (released in this country as Rock Around The World because nobody over here had any idea who Tommy Steele was).

With his broad, toothy grin and ingratiating manner, Tommy Steele was an unlikely pop star, even by late ‘50s England standards. Still, he continued to be a big deal across the pond for a number of years. As the 1960s opened, Steele left rock ‘n’ roll behind to focus on acting. In 1963, he appeared on the West End in Half A Sixpence, a new musical developed specifically around his talents. Steele later took the show to Broadway and reprised the role again in the film version, which was made right after he finished work on The Happiest Millionaire.

Tommy Steele has a big, playing to the rafters energy that makes him an ideal musical theatre star. I’m sure seeing him live on stage was quite a treat. Heck, it may still be quite a treat. Now 84, the recently knighted entertainer was still performing as recently as 2018 in The Glenn Miller Story in London. But on the big screen, Tommy can be a lot. He’s the first character we meet in The Happiest Millionaire and his opening number, “Fortuosity”, reminds me a little bit of the “You’re Gonna Like Me” song Gabbo introduces himself with on The Simpsons.

“Fortuosity” sets the stage for everything that works and doesn’t work about The Happiest Millionaire. It’s a pretty good song that effectively sets up the story. Steele plays John Lawless, fresh off the boat from Ireland in Philadelphia, on his way to start a new job working for an elegant millionaire and his elegant family. The song is built around one of the Shermans’ favorite devices, a completely made-up word that the song defines. And Steele sells the hell out of the song, giving it all he’s worth.

It feels like the song is going to be one of those big Broadway-style opening numbers but that never really happens. Steele sings and dances all over the elaborate Main Street USA set, which is thoroughly populated by pedestrians in their best 1916 finery. But those passersby really do just pass on by. Nobody once joins in. Now in a musical, when you’ve got an energetic, effervescent guy singing and dancing up a storm, you kind of expect his enthusiasm to be contagious. But if life goes on like normal all around him, he just looks crazy.

At any rate, John arrives at the Biddle house where housekeeper Mrs. Worth (Hermione Baddeley, possibly wearing her old Mary Poppins costume) makes vague allusions to the family’s eccentricities. He gets an example of this almost immediately as patriarch Anthony J. Drexel Biddle (MacMurray) bursts in demanding chocolate cake and complaining that one of his alligators bit his finger. This, we soon discover, is not a euphemism. Lawless also meets the Biddle children, Cordelia or “Cordy” (Lesley Ann Warren), Tony (Paul Petersen) and Livingston (Eddie Hodges). All four are wearing identical turtlenecks emblazoned “Biddle Bible Class”, making the whole family look a bit like a cult.

Now at this point, I had to stop watching the movie to try and figure out what the hell was going on. Who are these people? Turns out, the movie is more or less based on a true story. The real Anthony J. Drexel Biddle’s family fortune gave him the freedom to focus on his passions: boxing and the Bible. He was a proponent of something called “Athletic Christianity” and considered a bit of a kook by Philadelphia’s upper crust. And he did in fact raise alligators for some reason.

Maybe if you live in Pennsylvania, the Biddles are more commonly known and you already knew this. But I had no idea and the movie makes no effort to clue us in. The movie is a bit reminiscent of Life With Father, another semi-autobiographical Broadway show depicting family life in the 1880s. But in that case, you don’t really need to know who the Day family really was because they’re presented as a fairly typical New York family of the era. The Biddles are anything but typical. The movie just throws us into the deep end with these folks and hopes we’ll figure it out as we go along, which makes the madly grinning John Lawless our guide and surrogate. Heaven help us.

Theatrical release poster for The Happiest Millionaire

The film’s primary conflict is between father and daughter, Cordy. Like her brothers, Cordy has been raised to be a fighter, which doesn’t help attract gentlemen callers. (The brothers are given one song, “Watch Your Footwork”, to size up a potential suitor, then completely disappear from the movie altogether.) Worried about Cordy’s future, Aunt Mary (Gladys Cooper) arranges for her to attend a private boarding school. Biddle isn’t sold on the idea but Cordy enthusiastically agrees to the arrangement.

At school, Cordy attends a dance hosted by some more rich relatives. Here, she meets Angier Buchanan Duke (played by future game show host John Davidson). “Angie” is expected to take his rightful place in the family’s tobacco business but what he really wants to do is move to Detroit and design cars. Angie and Cordy get engaged and Mr. Biddle is won over by the young man’s knowledge of jiu-jitsu. But the road to the altar hits a snag when Cordy realizes Angie won’t stand up to his domineering mother (Geraldine Page).

The wedding is called off and John Lawless, who has become a vital member of the household, follows Angie to a nearby bar. John gets him good and drunk, starting a barroom brawl that lands him in jail. Mr. Biddle comes to bail him out and, with a little reverse psychology, persuades Angie to run off to Detroit with Cordy and elope.

Now from that description, you may have noticed that The Happiest Millionaire appears to primarily be about Cordy and Angie and not so much about the top-billed stars, Fred MacMurray and Tommy Steele. This is true but both MacMurray and Steele still have plenty to do. As World War I draws near, Mr. Biddle makes repeated trips to Washington, offering to train men in the art of hand-to-hand combat. A new maid accidentally leaves a window open, freezing the alligators in blocks of ice. Somehow they manage to survive and Lawless spends several minutes trying to round the gators up. But all this business is just window dressing to the main romance.

The love story is not all that compelling in and of itself and the Shermans’ love songs, like “Are We Dancing?”, are the weakest parts of their score. If you end up caring about these people at all, it’s thanks entirely to the likable performances of Lesley Ann Warren and John Davidson. Warren came to Walt’s attention after she starred in the TV version of Rodgers and Hammerstein’s Cinderella. Davidson also came from television, appearing in the Hallmark Hall of Fame presentation of The Fantasticks and hosting The Kraft Summer Music Hall variety show. Both were making their film debuts in The Happiest Millionaire and they’ll both be back in this column before long.

Both Warren and Davidson are capable singers and dancers but the Shermans don’t do them any favors. The songs they’re given are either boring (the aforementioned “Are We Dancing?”), ridiculous (“Bye-Yum Pum Pum”, a duet between Warren and Joyce Bulifant that’s essentially a rewrite of “Feminity” from Summer Magic) or both (“Valentine Candy”, Warren’s solo lament in which she tries to decide if she’s “valentine candy or boxing gloves”).

Davidson at least gets to participate in the film’s biggest, most energetic number. “Let’s Have A Drink On It” is a rousing setpiece, led confidently by Tommy Steele. Here, finally, is the big, cinematic musical number that “Fortuosity” should have been. It comes a little late in the proceedings to solve everything but it’s a taste of what a better version of this movie might look like.

Tommy Steele is certainly a unique screen presence and it’s a little disappointing that he won’t be back in this column. After this, he only made one more Hollywood film, appearing as Og the leprechaun in Francis Ford Coppola’s adaptation of Finian’s Rainbow. He then made a couple more British movies before returning to the stage for good. That was probably the right choice and it certainly seemed to work out well for him. But a part of me wishes he’d stuck around to inject more of his sugar rush energy into a few more Disney movies.

Comic book adaptation of The Happiest Millionaire

The Happiest Millionaire premiered in Hollywood on June 23, 1967. Intended as a roadshow attraction, it made its way across the country gradually with higher, reserved-seating prices. In November, it was booked at Radio City Music Hall as their Christmas attraction. But since it would be playing with a live stage show, the venue demanded that it be cut down. Twenty minutes were chopped out, bringing it from 164 minutes to 144. As the roadshow experiment faltered, the studio cut it down even further. By the time it made it into general release, the running time had been slashed to just under two hours.

One of the first things to go had been the song “It Won’t Be Long ‘Til Christmas”, sung by Mrs. Biddle (Greer Garson) as her husband struggles with empty nest syndrome. It’s actually one of the sweetest, most heartfelt songs in the entire movie. Fortunately, Disney has restored the complete roadshow version and that’s the one you can find on Disney+.

Casting Oscar winner Greer Garson as Mrs. Biddle must have been quite a coup for Disney. She was once one of the biggest stars in Hollywood, racking up seven Academy Award nominations over the course of her distinguished career. But she’d slowed down considerably in recent years, making occasional TV appearances and appearing in the Debbie Reynolds vehicle The Singing Nun. Unfortunately, she doesn’t have a whole heck of a lot to do here, either. But “It Won’t Be Long ‘Til Christmas” is a nice spotlight for her and a tender moment among all the other wacky shenanigans.

When all was said and done, The Happiest Millionaire only earned about $5 million at the box office, just about enough to break even. The movie did mange to get a single Oscar nomination for Bill Thomas’s costume designs (it lost to another mega-musical, Camelot) and Tommy Steele was nominated for a Golden Globe in the Most Promising Newcomer – Male category (he lost to an even more promising newcomer, Dustin Hoffman in The Graduate). But the general consensus was that The Happiest Millionaire simply didn’t work.

It’d be nice to say that the general consensus was wrong and that Walt Disney’s last live-action project is really a misunderstood gem. Unfortunately, that’s just not the case. There are individual moments in The Happiest Millionaire that sparkle but the whole thing never really comes together. Walt was nothing if not ambitious. But in this case, his ambitions got away from him and ended up smothering a project that never quite figures out what it wants to be.

VERDICT: This is almost (but not quite) a Disney Plus buried inside a Disney Minus.

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Disney Plus-Or-Minus: Bon Voyage!

Original theatrical release poster for Bon Voyage!

If it had come from any other producer or studio, Bon Voyage! would be just another innocuous, overlong, not entirely successful comedy. In fact, it bears some surface resemblance to another innocuous family comedy from 1962, Mr. Hobbs Takes A Vacation starring James Stewart. (Jimmy Stewart, somewhat surprisingly, will not be appearing in this column.) But coming from Walt Disney, Bon Voyage! is a bit of an odd duck, a movie that doesn’t seem to know exactly who its audience is meant to be. Quite simply, it doesn’t feel like a Disney movie.

Oh, it looks like a Disney movie. It reunites Fred MacMurray, Tommy Kirk and Kevin Corcoran, again playing father and sons after The Shaggy Dog. Kirk had also appeared with MacMurray in The Absent-Minded Professor and Kirk and Corcoran had played brothers so often that they probably had false memories of holidays spent together. TV director James Neilson, who had just made his Disney feature debut with Moon Pilot, provides that signature live-action Disney visual style (which is to say essentially none). And the Sherman Brothers churned out another title song that falls somewhere between catchy and grating (this one is weighed heavily toward the latter end of that scale).

The Bon Voyage! project had actually been kicking around Hollywood for a few years before Disney became involved. It was based on a novel written by Joseph Hayes (the author of The Desperate Hours) and his wife, Marrijane, after they’d returned from a European cruise. The film rights were immediately picked up by Universal, who planned to make it with James Cagney. Later on, Bing Crosby became attached to the role. Eventually Universal let its option lapse and Disney picked it up.

Walt gave the property to Bill Walsh, the go-to live-action writer-producer who’d had a couple of big hits with The Shaggy Dog and The Absent-Minded Professor. The other credited producer on the project was Ron Miller, who had also recently worked on Moon Pilot. Miller was married to Walt’s daughter, Diane. He played professional football for the Los Angeles Rams for a little while before Walt, concerned that he’d get seriously hurt, offered him a job. He started out in TV before moving into features with Moon Pilot. Miller would eventually become President of Walt Disney Productions, so he’ll continue to be a big presence in this column.

Our story follows the Willard family of Terre Haute, Indiana: father Harry (MacMurray), mother Katie (Jane Wyman, last seen as Aunt Polly in Pollyanna), daughter Amy (Deborah Walley, hot off her film debut in Gidget Goes Hawaiian), and sons Elliott and Skipper (Kirk and Corcoran). We first meet the Willards in New York City, rushing to catch the ship that will carry them to France for a long-planned European vacation. They haven’t even boarded the ship before Amy has caught the eye of Nick O’Mara (played by Walley’s Gidget costar Michael Callan), a budding architect traveling to visit his mother in Paris.

Meanwhile, broody teen Elliott is peeved at being dragged along on this trip at all. He’d just as soon board the next train back to Terre Haute. Young Skipper, as personified by Moochie Corcoran on another of his signature permanent sugar-highs, tears around the dock looking for mischief. For his part, Harry is just looking forward to some peace and quiet, hopes that are immediately dashed when he discovers that Katie has invited their entire extended family on board for a bon voyage party.

Things don’t calm down much at sea. Amy and Nick continue their courtship, much to Harry’s consternation. Elliott pursues a romance with an Indian girl, their every move watched by her mysterious chaperone. I kept expecting something more to come of this but nothing does. The girl simply dumps Elliott the second they put into port and they’re never referred to again. With the rest of the family pursuing their own agendas, Harry decides to spend some quality time with Skipper, who predictably runs him ragged from dawn to dusk.

Once they arrive in Paris, things more or less continue along this episodic trajectory. Harry and Skipper take a tour of the city’s historic sewer system, resulting in Harry getting hopelessly lost beneath the streets. Elliott bounces from one girl to the next, attempting to appear more continental by outfitting himself with ascots and a pipe. And Skipper essentially runs loose, unsupervised and carefree. I’m no fan of helicopter parenting but allowing your 12-year-old son to come and go as he pleases in a foreign country almost borders on neglect.

Something resembling a plot finally kicks in when Nick invites Harry and Katie to meet his mother, La Contessa DuFresne (Jessie Royce Landis), at a fancy party. Here, Katie catches the eye of Rudolph Hunschak (Ivan Desny), a notorious gigolo well-known for seducing married women. Seething with jealousy, Harry knocks back glass after glass of absinthe. Meanwhile, Amy’s hot-and-cold running romance with Nick hits another rough patch when he starts whining about his overbearing mother. Both Katie and Amy ask Harry to take them back to the hotel but he’s too busy getting petulantly drunk on absinthe. Eventually he passes out, leaving his daughter to drag him back to the hotel.

Not knowing what’s become of her drunken husband, Katie ends up spending the night bar-hopping with Rudolph trying to track him down. Rudolph’s advances are firmly rebuffed but Katie’s still mad that Harry abandoned her at the party. Harry indulges in some classic victim-blaming. He actually says, “It’s very difficult to kiss a girl when she doesn’t want to be kissed.” Katie understandably kicks him out, ending the Paris leg of their trip on a sour note.

Finally, it’s off to the French Riviera. Amy arrives at the beach decked out in a skimpy (not really but, by Disney standards, sure) bikini. All the guys on the beach turn into Tex Avery cartoon wolves at the sight of her, sending Nick (still dogging her every move, for some reason) into a jealous fit. Amy swims out into the ocean to get away from this jerk but Nick can’t take a hint. He steals a boat, goes after her and physically drags her out of the water. To her credit, Amy tells Nick to take a hike before taking some paternal comfort in Harry.

Harry is still trying to smooth things over with Katie. On their last night in France, he arranges for a big night of dinner, dancing and casino gaming in Monaco. But who should they find sleazing up the casino but Rudolph Hunschak? Harry immediately hauls off and decks him, setting off a chain reaction that practically destroys the entire casino with one punch. Harry gets kicked out of the joint, hustled back across the border to France where Nick is waiting to have a heart-to-heart. Nick apologizes, while Harry empathizes with the fact that love can make you do some crazy things. They don’t quite get to the point of Nick asking Harry’s permission to marry his daughter but the door’s left open. Reunited at last, the family celebrates their last night in Europe with an outdoor Bastille Day celebration.

Oh, and I haven’t even mentioned two of the weirdest sequences in the movie, both involving Tommy Kirk’s Elliott. In the first, Harry orders breakfast at a café where he catches the eye of a young French girl (Françoise Prévost) on the make for rich American tourists. Harry assures the unnamed girl that he’s flattered but completely devoted to his wife and kids. The girl seems moved by this and hopes he enjoys the rest of his trip. A little later, Harry’s on his way to the Louvre when he sees Elliott being charmed by this same girl. Harry seems amused by the fact that she’s trying to con his kid, rather than upset or angry or anything resembling a normal parental response. He bids the sexy con artist a fond farewell and drags an embarrassed Elliott back to the hotel.

Later on at the Riviera, Harry and Elliott are paid a call by Elliott’s latest paramour and her mother. It seems Elliott is responsible for taking the young lady’s “virtue” and mother demands compensation from the rich Americans. Harry gets rid of them by immediately agreeing that the two lovebirds should get married. He paints a horrific picture of rural life in Indiana, up at dawn to milk the cows and what-not, and insists they celebrate the union by smashing a bottle of champagne against the wall. The two Frenchwomen beat a hasty retreat and Elliott presumably gets a stern lecture about premarital sex that we mercifully don’t hear.

If it seems like the Disney folks were working way too hard to present Tommy Kirk as a womanizing horndog, that’s because they probably were. By this point, Tommy Kirk knew he was gay and had known for several years. Back in 1962, this was not exactly a subject that was discussed openly, especially at a conservative studio like Disney. Still, there were undoubtedly those at the studio who either knew or suspected. According to Kirk, one of those people was Jane Wyman. Kirk apparently had a miserable time filming Bon Voyage!, butting heads with both Wyman and MacMurray (although in MacMurray’s case, Tommy admits he was at least partially to blame for causing friction between them). Undoubtedly the strain of pretending to be someone he wasn’t played a part in his unhappiness. Tommy Kirk will make a few more appearances in this column but eventually, his hidden homosexuality will unfortunately result in his dismissal.

At any rate, in addition to being a family romp through Europe, Bon Voyage! turns out to be Disney’s first sex comedy and it’s every bit as awkward and uncomfortable as that description makes it sound. Given the cast and Disney’s recent successes with gimmick comedies, I kept expecting the Willards to run into spies or jewel thieves or a wacky inventor with a talking car or a chimpanzee or some combination of these. But no, Neilson and Walsh try to keep things relatively grounded.

That would be great if they also gave us characters we could care about or funnier situations for them to stumble into. But the Willards are, by and large, not a particularly likable family. Harry earns some dad points here and there but he’s not a great husband. Katie remains a blank slate through most of the film, disappearing for long stretches. Her primary function is to be calm about things that worry Harry and worry about things Harry’s calm about. The relationship between Amy and Nick is on-again off-again so frequently that you quickly decide it’s not worth the emotional investment. There’s the germ of a funny idea in Elliott’s transformation into a suave sophisticate but it remains underdeveloped and Elliott himself doesn’t appear to learn anything from the experience. As for Skipper…please stop.

Despite its confused tone, lack of momentum and overall sleepiness, Bon Voyage! did reasonably well, becoming the 9th highest-grossing film of the year in the U.S., tied with the hospital drama The Interns. Interestingly enough, The Interns also starred Michael Callan. It was directed by David Swift, who had previously directed Pollyanna and The Parent Trap, and costarred former Disney contract players James MacArthur and Buddy Ebsen. Box office records round both films to $5 million but given the number of Disney connections in The Interns, I’ll bet you Walt knew exactly which one made more to the penny.

Bon Voyage! even managed to snag a couple Oscar nominations. Robert O. Cook received a nod for Best Sound, his second nomination after The Parent Trap (the award went to Lawrence Of Arabia instead). In addition, Bill Thomas was nominated for his costume design, his second Disney nomination after Babes In Toyland and not his last (he had already won an Oscar for his work on Spartacus). Thomas lost to Mary Wills for the George Pal production The Wonderful World Of The Brothers Grimm, a lavish fantasy that in some ways out-Disneys anything Disney himself was producing at the time.

After its initial release, Bon Voyage! faded away pretty quickly. The film has never been released on Blu-ray and, as of this writing, isn’t available to stream on Disney+. I wouldn’t expect that to change anytime soon. This is unquestionably one of the studio’s weaker efforts, too grown-up for the kids (I believe this is the first Disney film to use profanity, even if it is just a couple of mild “damnations”) and too juvenile for the grown-ups. Some vacations are better left forgotten. And as we’ll see in the weeks ahead, the next time the studio tries its hand at comedy, it’ll quite literally go back to a tried-and-true formula.

VERDICT: Disney Minus

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Disney Plus-Or-Minus: Babes In Toyland

Original theatrical release poster for Walt Disney's Babes In Toyland

Music played an integral role at the Disney studio practically from its inception. From “Who’s Afraid Of The Big Bad Wolf?” to “Someday My Prince Will Come” to “Zip-A-Dee-Doo-Dah”, Disney films made (and continue to make) invaluable contributions to the Great American Songbook. But by 1961, even though the studio had been producing live-action features for over a decade, they still had not attempted a full-on, big-budget live-action musical. With Babes In Toyland, Walt made his first attempt at rectifying that oversight.

Not that there weren’t still plenty of original tunes flowing out of the Disney recording studio. Everything from Ten Who Dared to The Parent Trap had managed to shoehorn an original song or two. But these songs weren’t as seamlessly integrated into their productions as the songs in Disney’s animated classics. It’s impossible to imagine Snow White or Pinocchio without the songs. The only people who would miss “A Whale Of A Tale” if it had been cut from 20,000 Leagues Under The Sea would be the theatre owners who probably enjoyed a boost in concession sales during the scene.

For a while, it appeared that Walt’s first live-action musical would be an adaptation of L. Frank Baum’s Oz books. The rights to The Wizard Of Oz were tightly controlled by MGM. But in 1954, Walt was able to secure the rights to the other thirteen books in the series. He began developing a project called The Rainbow Road To Oz as a showcase for the Mickey Mouse Club’s Mouseketeers. Darlene Gillespie was to play Dorothy. Annette Funicello was Ozma. Walt originally thought of it as a television production but as work went on, he began to think it might work as a feature.

Eventually, Walt decided to abandon the Oz project. No one’s exactly sure why, although one can assume that the MGM movie cast a huge shadow. There’s no way that Walt would have gone ahead with Rainbow Road To Oz unless he was absolutely sure that it could live up to or surpass the gold standard set by Judy Garland and friends. Judging by the segments that aired on Disneyland’s fourth-anniversary show, Rainbow Road To Oz did not. Check it out for yourself. It’s pretty weird.

(The Disney studio did eventually return to Oz with Return To Oz in 1985, a genuinely bizarre film that proved deeply upsetting for an entire generation of young people. I love it with all of me and can’t wait to include it in this column.)

At around the same time that The Rainbow Road To Oz was falling apart, Walt announced his intentions to make an animated feature based on Victor Herbert’s 1903 operetta Babes In Toyland. Herbert’s show had also been filmed previously, most notably as a 1934 feature starring Laurel and Hardy. Walt put animator Ward Kimball in charge of the project and Kimball worked on the script with storyman Joe Rinaldi. Kimball and Rinaldi had a hard time cracking the project. They streamlined the complicated storyline as much as they could, turning it into a romantic triangle between fairytale lovebirds Tom Piper and Mary Contrary and the evil Barnaby, who wants to marry Mary for her inheritance.

By late 1959, Walt had reconceived Babes In Toyland as a live-action musical. Lowell S. Hawley, who had written for Zorro and Swiss Family Robinson, was brought on board to rewrite Kimball and Rinaldi’s script for live-action. Jack Donohue, a Broadway choreographer and TV director responsible for several variety shows featuring such stars as Frank Sinatra and Red Skelton, was hired to direct. Kimball, who’d had several disagreements with Walt over the scripts and casting, was sent back to the animation department.

Although she wouldn’t get a chance to rule Oz as Ozma, Annette Funicello still got her biggest movie showcase to date as Mary. Annette was a huge star on TV and had even had a few hit records. But so far, her only big-screen appearance had been a small supporting role in The Shaggy Dog. Walt believed she was ready for bigger things. At the time of Babes In Toyland, Annette was so famous that she didn’t even need to be credited under her full name. She’s simply “Annette”. Everybody already knew who she was.

The same probably couldn’t be said about her costar, teen idol Tommy Sands. Sands made a big splash right out of the gate, starring as an Elvis-like singing sensation in an episode of Kraft Television Theatre called, appropriately enough, The Singin’ Idol. His signature number on that show, “Teen-Age Crush”, made it all the way to #2 on the Billboard chart. 20th Century Fox produced a feature-film remake of The Singin’ Idol called Sing, Boy, Sing but while Sands received some praise for his performance, the movie was a flop.

Nevertheless, Sands continued plugging away at both his acting and recording careers (he also married Nancy Sinatra in 1960). It makes perfect sense why Walt would cast him in Babes In Toyland. He was popular enough to make it seem like the studio wasn’t completely out of touch with the kids but not so popular that he’d be too cool for a Disney movie. Walt certainly made the most of Sands’ short time on the lot, recruiting him to sing the title song to The Parent Trap with Annette.

The Oz connections continue with the casting of Ray Bolger as Barnaby. The former Scarecrow had kept busy on stage (winning a Tony Award for his performance in Where’s Charley?) and television, where his sitcom Where’s Raymond? was eventually retitled The Ray Bolger Show. His only Disney appearance offers him a rare chance to play the bad guy and he has fun with it, playing to the cheap seats with his stovepipe hat and purple-lined cape.

Most of the rest of the cast was filled out with members of the Disney Stock Players. Ed Wynn does his Ed Wynn thing as the zany Toymaker. Tommy Kirk, still stuck in the “what-the-hell-do-we-do-with-this-kid” phase of his Disney career, appears as Wynn’s apprentice. Henry Calvin and Gene Sheldon, fresh off appearances in Zorro and Toby Tyler, are again teamed up as the bumbling crooks Gonzorgo and Roderigo. Kevin Corcoran shows up as Little Boy Blue. Perhaps hedging his bets against Moochie eventually hitting puberty, Walt also recruited Kevin’s brother, Brian Corcoran (who had appeared in a few episodes of Daniel Boone and Texas John Slaughter on TV), to add some additional precociousness as Willie Winkie.

The newest member of the Disney family was young Ann Jillian, who appears as Bo Peep. Jillian’s Disney tenure was relatively brief. She’d go on to appear in the TV production Sammy, The Way-Out Seal. But Jillian was one of the rare child stars who became much more famous as an adult, starring on the sitcom It’s A Living, as Mae West in a popular TV-movie, and as herself in the made-for-TV biopic The Ann Jillian Story. She’s still out there on the lecture circuit discussing her experiences as a breast cancer survivor, proof that not every child star’s career ends in tragedy.

Theatrical release poster for Babes In Toyland

Walt spared no expense on Babes In Toyland. He spent years developing the script. The production cost in excess of $3 million. George Bruns and Mel Leven, who had recently made a splash with their music for One Hundred And One Dalmatians, were brought on board to update Victor Herbert’s music for the swinging sixties. Cast and crew alike were stocked with top professionals from both inside and outside the studio.

So why is the movie itself so terrible?

The trouble starts right away as an inexpertly performed goose puppet named Sylvester is thrust through a velvet curtain to address the audience. This is no Jim Henson creation. It’s a cheap looking puppet whose beak movements don’t even sync up with the dialogue. Sylvester is held throughout by Mother Goose (played by musical theatre performer Mary McCarty). Mother Goose and Sylvester bring us up to speed, welcoming us to Mother Goose Village and inviting us to the wedding of Tom and Mary. The whole thing feels a bit like a play performed by an amateur children’s theatre group and the movie never manages to rise above that level.

The opening number foreshadows the table-setting theatrics of “Belle” from Beauty And The Beast, introducing all the characters and showing us around the elaborate but somehow still chintzy-looking sets. But “Mother Goose Village and Lemonade” has none of the charm and sweep of “Belle”. The fact that it morphs into an inexplicable tribute to lemonade for some reason should tell you all you need to know.

Babes In Toyland soundtrack album cover

Bruns and Leven were both responsible for some terrific songs but virtually none of them are in Babes In Toyland. Annette’s big number, “I Can’t Do The Sum”, is essentially all about how bad she is at math because she’s just a girl. It’s livened up by some neat visuals, including Annette dividing into four multicolored doppelgangers, but it’s still in service of a truly lousy song. Most of the other songs are just forgettable.

There is one good song in the batch, Ray Bolger’s “Castle In Spain”. I first encountered the song on the great Hal Willner-produced album Stay Awake: Various Interpretations of Music from Vintage Disney Films where it was performed by Buster Poindexter. At the time, I didn’t know anything about Babes In Toyland and had no idea what movie the song was from. I still prefer the Buster Poindexter cover but Ray Bolger’s version is fun, too.

(If you’re unfamiliar with Stay Awake, I highly recommend tracking it down. Other highlights include Tom Waits’ take on “Heigh Ho (The Dwarfs’ Marching Song)”, Los Lobos on “I Wan’na Be Like You (The Monkey Song)” and The Replacements tearing through “Cruella De Vil”. Oddly enough, Buster Poindexter (a.k.a. David Johansen) will not be back in this column, despite the fact that his voice is ideally suited to animation. He did appear on an episode of The Magical World Of Disney, performing at the Disney-MGM Studios Theme Park Grand Opening, but that’s the extent of his involvement with the studio.)

Babes In Toyland has a lot of problems: the mediocre music, the non-existent character development, the off-putting production design and visual effects. But the movie’s fatal flaw is that for the first time, a Walt Disney production feels like it’s talking down to its intended audience. Walt Disney was in the business of making family entertainment. At his best, he made films that are universal in their appeal. Babes In Toyland is specifically directed toward young children. Very young. Ann Jillian would have been around 10 or 11 at the time she appeared in this and she would have already aged out of the target audience. The whole movie feels forced and condescending in a way we don’t typically associate with Disney.

Released in time for Christmas 1961 (although I wouldn’t really call this a Christmas movie, it’s more Christmas-adjacent), Babes In Toyland wasn’t exactly a bomb but it certainly didn’t do as well as anyone had hoped. The movie did manage to snag a couple of Oscar nominations, for Bill Thomas’s costumes and Bruns’s score, but it lost both to a far more successful musical, West Side Story. Both Thomas and Bruns will be back in this column and both will again be Oscar nominees for their work on Disney films.

Even today, the Laurel and Hardy version is still the best film adaptation of Babes In Toyland. The source material continues to confound those brave enough to attempt to film it, resulting in some truly weird spectacles. In 1986, Drew Barrymore starred in a TV remake alongside Richard Mulligan as Barnaby, Pat Morita as the Toymaker and Keanu Frickin’ Reeves as Jack-Be-Nimble. It’s…um…it’s something, alright.

Never one to live in the past, Walt certainly didn’t linger on the failure of Babes In Toyland. As usual, he had already moved on to his next musical project. Earlier in 1961, he had finally been able to persuade author P.L. Travers to let him have the film rights to her Mary Poppins books. Walt would take a more hands-on approach with this one and the results would be a whole lot better.

VERDICT: You have to ask? Oh, it’s a big-time Disney Minus.

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