Resurfacing at theaters for the first time in eight years, Walt Disney Pictures' enchanting animated musical fantasy, "The Little Mermaid," has been impeccably restored to look and sound better than it did at the time of its initial release as it returns to the big screen to delight moviegoers of all ages. The film, which is the Studio's 28th full-length animated feature, originally made its debut in 1989 and swam off with a pair of Academy Awards" -- a Best Song Oscar" for "Under the Sea" and another statuette for its richly entertaining underscore. Audiences around the world and critics alike embraced this fun and fanciful adaptation of the Hans Christian Andersen classic, which represented the Disney animation team's first adaptation of a fairy tale since "Sleeping Beauty," thirty years prior. "The Little Mermaid" proved to be an important benchmark not only for the Studio but for the art of animation as well. Under the skillful direction of veteran Disney filmmakers John Musker and Ron Clements, who also wrote the animation screenplay and would go on to write, direct and produce "Aladdin" and "Hercules," this film marked a major leap forward for a new generation of Disney artists and storytellers. Most significantly, it was the Studio's initial collaboration with the acclaimed songwriting team of Howard Ashman & Alan Menken, who had previously joined creative forces for the off-Broadway musical sensation "Little Shop of Horrors" and its big screen adaptation. Working in perfect harmony, the filmmakers and songwriters brought a new energy and excitement to the movie musical and taught moviegoers to sing once again. The late Howard Ashman, whose lyrics added wit and style to such subsequent Disney animated favorites as "Beauty and the Beast" and "Aladdin," also played a key role in shaping the overall structure of "Mermaid" in his role as producer (along with Musker) and by providing additional dialogue. Menken, who won two Oscars" for his work on this film and went on to collect a half dozen more for his contributions to other memorable Disney projects, lent his musical expertise and creativity to the film's eclectic songs and colorful underscore. Adding to the excitement of this reissue of "The Little Mermaid" is an extensive restoration that used the latest innovations in digital technology to make the film look and sound better than ever before. To improve the visual content, the entire film was digitized so that cel dirt, paint crawl and other imperfections on the original camera negative could be electronically painted out. All of the film's original soundtrack elements were also overhauled and digitally remastered to allow a much broader range of stereo sound. As a result, the film will be available for the first time in four different sound formats including six-track digital stereo as compared to the four-track analog limitations of the original release. Disney's version of "The Little Mermaid" takes moviegoers "under the sea" as it follows the animated adventures of a bubbly and fiercely independent young mermaid named Ariel, who longs to be part of the human world. Determined to meet her dream prince, she impulsively strikes a "bargain" with Ursula, a devious seawitch, to trade her voice and fins for a pair of legs and a chance to "land" her handsome human Prince Eric. Going against the advice of her mighty father, King Triton, and her guardian crab, Sebastian, Ariel finds herself in deep water as she quickly discovers that silence is not so golden and that there's something fishy about Ursula's deal. At the time of its initial release in 1989, critics hailed "The Little Mermaid" as one of Disney's most entertaining animated features and placed it in the same league as many of the Studio's all-time classics. Moviegoers turned out in record numbers, making it the most successful animated release up to that time. The film's universal appeal and box office success helped to launch a renewed interest in the art of animation and marked the beginning of an unprecedented new era of productivity and creativity at Disney Feature Animation. Since that time, Disney has gone on to produce such delightfully diverse animated favorites as "Beauty and the Beast," "Aladdin," "The Lion King," "Pocahontas," "Toy Story," "The Hunchback of Notre Dame" and "Hercules." According to Peter Schneider, president of Walt Disney Feature Animation, "All of us at Feature Animation are enormously proud of 'The Little Mermaid' and it will always occupy a very special place in our hearts. It represents the collaborative efforts of a new generation of artists and storytellers who were determined to prove that animation was still an exciting and inventive medium and that it could provide moviegoers with different experiences that they could have in live-action films. By bringing their own sensibilities and perspectives to the process, the directors and animators created a film that struck a chord with contemporary audiences and launched an exciting new rediscovery of the medium. Howard and Alan's contributions were essential to the film and inspired everyone with their brilliance and fresh quality." For director Ron Clements, "Mermaid" was the right film at the right time. "There was a certain serendipity about this project," he recalls. "Things just fell into place. We were all hungry for something that would be a breakthrough and because of the music and the way it united with the story as well as the fairy tale elements, we sensed that this could be very special. A few years earlier, it might not have happened the same way. Throughout the production, we were constantly impressed at how this talented team put everything they had into their work and gave 1,000% to make this really great. Everyone just pulled together to make this a great film and a great experience." Director John Musker adds, "At the time we began making 'Mermaid,' we felt challenged to prove that animation could be really successful again and our team rose to the challenge. Howard and Alan's songs were, in many ways, the spark that got us all excited. On first hearing the music, we really loved it and I think everyone just felt that it was something they hadn't heard before. It brought this enthusiasm and genuine affection for the project and we couldn't wait to bring it to a wider audience. Trying to create a full-blown musical in the traditional Disney style was an exciting prospect for all of us." As the first new fairy tale the Studio had undertaken in thirty years, the fiilmmakers also had a sense that they were returning to Disney's storytelling roots. Not since 1959, when the studio released "Sleeping Beauty," had the Disney animators tackled a traditional story of this type. Other examples of animated classics derived from classic fairy tales include "Cinderella" (1950) and Disney's very first animated feature, "Snow White and the Seven Dwarfs" (1937). "Classic fairy tales have always been a rich source of inspiration for our animation team and an important part of our heritage here at Disney," notes Roy E. Disney, vice chairman of The Walt Disney Company and chairman of Walt Disney Feature Animation. "Hans Christian Andersen's 'Little Mermaid,' with its universal theme about growing up and leaving home, offers something that almost everyone can relate to and its larger-than-life characters gave our animators something they could really sink their teeth into. Eight years after its original release, this film is as appealing as ever and it continues to be one of our own personal favorites here at the Studio. With the film now fully restored and returning to the big screen, moviegoers will have a unique chance to relive the fun and excitement of this wonderful film in all its splendor on the big screen." A team of over 400 artists and technicians labored for nearly three years to produce "The Little Mermaid." In the end, nearly 150,000 painted cels and 1,100 backgrounds utilizing more than 1,000 different colors went into making the 7,000 feet of hand-drawn film. Additionally, in excess of a million drawings (story sketches, pencil animation, layouts, etc.) were created during the production process. With 2/3 of the film set underwater, innovative animation techniques and an abundance of effects animation were required to enhance the illusion. Character animators had to re-orient themselves to a world where the rules of gravity didn't apply and the sense of weight they normally strived to achieve in their drawings had to be radically shifted. Effects animators hand-crafted hundreds of thousands of bubbles, not to mention reflective light patterns, distortions and other tricks of their trade. With regard to the vocal talents, meticulous care was taken to select the appropriate voices for the characters. Four of the leading roles went to actors with extensive musical theater backgrounds who were equally at ease singing or speaking their lines. Jodi Benson, who starred in the Broadway show "Smile," landed the title role of Ariel, the misunderstood mermaid with a passion for a prince. The voice of the crab Sebastian, an unselfish shellfish assigned the thankless task of keeping Ariel out of trouble, is provided by stage veteran Samuel E. Wright (who is currently starring as the royal lion Mufasa in Disney's exciting new Broadway stage production of "The Lion King"). The seductive sounds of the seawitch Ursula are supplied by Pat Carroll, a talented comedienne/singer with numerous stage, screen and television credits. Rene Auberjonois, another accomplished stage and screen performer, demonstrates his "chops" as the frantic French chef Louis. Actor Kenneth Mars gives a performance fit for a king in his role at Triton, Ariel's frustrated father and ruler of the sea world. Christopher Daniel Barnes is equally regal in speaking for Prince Eric. Comedian Buddy Hackett wings it as a silly seagull named Scuttle, who provides Ariel with lots of misinformation. Rounding out the vocal cast are: Jason Marin as Ariel's fish friend, Flounder; Edie McClurg as Carlotta and Paddi Edwards (in an electric performance) as the evil eels, Flotsam and Jetsam. The late Ben Wright, a veteran stage, screen and television actor who provided voices for "101 Dalmatians" and "The Jungle Book," is heard here as Grimsby, the prince's loyal confidant. In terms of the animation staff, "The Little Mermaid" had the great advantage of drawing from a pool of in-house artistic talents which has grown stronger with each project. Schneider explains, "Animation is really a collaborative and repertory artistic experience. The longer the same people are together, the better the work becomes. 'Mermaid' clearly benefited from an amazing group of artists who had trained, worked and learned together for many years." Six directing animators -- Mark Henn, Glen Keane, Duncan Marjoribanks, Ruben Aquino, Andreas Deja and Matt O'Callaghan -- were charged with fleshing out the look and personalities of the characters and overseeing the teams of artists assigned to bring the storyboards to life. Mike Peraza and Donald Towns shared art direction duties and helped establish the look of the film through color styling and background. Mark Dindal was in charge of the effects animation crew REMEMBERING "THE LITTLE MERMAID" Animation has come a long way in the eight short years since "The Little Mermaid" was first released. In 1991, "Beauty and the Beast" brought a new level of acceptance to the art form when it went on to receive the first-ever Best Picture Academy Award" nomination for an animated feature. The release of "The Lion King" in 1994 represented a new high water mark for the popularity of animation as it became the most successful animated feature in the history of motion pictures. "Toy Story" (1995), a collaboration with director John Lasseter and the team at Pixar Animation Studios, became the first animated feature to be entirely created using computer techniques and proved to be another milestone for the medium. Other Disney features like "Pocahontas" and "The Hunchback of Notre Dame" experimented with sophisticated storytelling and took animation to places it had never been before. Earlier this year, the Studio's 35th full- length animated feature, "Hercules," used the artistic inspirations of Gerald Scarfe and the irreverent sensibilities of Musker & Clements to stretch the boundaries once again. Composer Alan Menken remembers "The Little Mermaid" as "the one that basically gave birth to a new renaissance in animation. It was the pivotal one and the film that everyone discovered. "It just crashed open all the boundaries of expectations," says Menken. "I think at the time, there was a grand design at Disney to try and bring legitimate theater writers over to work on the animated features and write them as they would a musical. Peter Schneider encouraged this and John and Ron had a genuine love for musical theater. There was a coming together of a lot of talented people at Disney who were being encouraged to bring these values to the creative process. Something special happened on 'Mermaid' with the way the music and lyrics interact with the story. The film has both a real sophistication and yet a real innocence to it." Menken adds, "Working with Howard Ashman was an extraordinary experience and we were very excited about this project because we knew we were embarking on something new. Howard was the best that our generation had to offer in musical theater. He had an incredibly fertile mind and was able to mix styles and genres to a dramatic effect better than any writer I've ever known. He understood the needs of the musical incredibly well and was oriented towards a real economy of book writing. He also had a great sense of knowing where to place the songs to keep the story moving forward constantly and to stay ahead of the audience. Even though we wrote two other films together, I'll always think of 'The Little Mermaid' as the only one I watched with Howard and the one that really most completely reflects his sensibility. It's incredibly special to me." Directing animators Glen Keane and Mark Henn, two of today's top artistic talents, shared duties in bringing the character of Ariel to life. For both of them, this film was an experience they will never forget. Henn, who went on to supervise such other memorable female leads as Belle, Jasmine and currently the lead character in the Studio's upcoming film, "Mulan," found this to be a challenging assignment with lots of rewards. "Ariel will always be one of my favorite characters because she was the first female lead I ever animated. Artistically, it was a very rich picture for all of us and Ariel was a fascinating character with a great personality who was also fun to draw. One of the joys of animating her was that she was so likable and as an animator it is important to like the character that you're bringing to life. The film itself was a real benchmark for the animators and we often talk about our careers as either being pre-'Mermaid' or post-'Mermaid.'" Glen Keane remembers, "Drawing Ariel is something I'll never forget. For one thing, I used my wife as an inspiration for the character so everytime I see the character it reminds me of her. For another, she has become such a popular character that I'm always getting asked to draw her for people." Keane adds, "From the very beginning, we just knew that there was a magic to this film and that it was going to be something special. You could hear Howard Ashman and Alan Menken in the room next door working on the tunes. They'd come in and take a look at the storyboards and we would listen to what they were working on. It was the first time I'd heard music in the animation building and also the first fairy tale the animators had a chance to work on. It's a feeling that I'll always remember. "As an animator, I love to work on characters who have a burning desire inside of them and in Ariel's case it's her belief that the impossible is possible -- that she could actually walk around and be human and meet the prince of her dreams -- that makes her so interesting to create," adds Keane. "When I'm drawing a character, the entertainer side of me imagines how the audience is going to feel about what it is I'm drawing but more importantly I'm drawing it because I believe it. I love to live in that world and live in the character. I'm a guy but I'm playing the part of a 16-year-old mermaid. That's possible for an animator to do just as I could be an eagle or a beast or any character that I can draw. I love the experience of living in the skin of another character." Andreas Deja, another of the Studio's top talents and the directing animator responsible for King Triton, adds, "'Mermaid' was a real breakthrough film for all of us because we felt like we could cut loose and not be restricted by the history of animation. This was going to be one that we would all have fun with and I think it shows on the screen. There's a real sense of freedom and discovery that is in this film and I think will always be there whenever you watch it." MAKING FAIRY TALES COME TRUE Fairly tales have been a favorite source of inspiration for Disney animators dating back to the studio's earliest days. Walt Disney had remembered the story of "Snow White and the Seven Dwarfs" from his childhood and felt it had all the classic elements of good vs. evil that he was looking for in his first feature project. "Cinderella" was said to be a personal favorite of Disney's because the rags to riches tale was reminiscent of his own humble origins. The universal theme in "Sleeping Beauty" that true love conquers all also lent itself to the Disney philosophy. Most recently, Disney's 1991 version of the timeless tale, "Beauty and the Beast," added to the list of classic fairly tale adaptations. What makes fairy tales so suitable for animation? According to director John Musker, "Fairy tales are usually set in a fantastic landscape, and animation, by the very nature of the medium, can create its own world from scratch. For example, 'The Little Mermaid' as we've approached it couldn't have been done in live-action. "In terms of the stories themselves," continues Musker, "great fairy tales can speak directly to children and teach them things about life they can use later on. They also tend to have a timeless and universal quality that appeals to practically everyone in some way or another. With 'Mermaid,' we're hoping that kids and parents will identify with the relationship between a father and daughter and that the story will stay with them long after the film is over." Director Ron Clements believes that another great aspect of fairy tales is their ability to instill hope. "They tend to be uplifting and offer some hope of success no matter how impossible the dream," he observes. "Many great fairy tales also deal with coming of age, like the transitional period from childhood to adulthood. In 'The Little Mermaid,' Ariel goes from being a teenage girl to a young woman, overcoming problems with her father and traumas along the way." Directing animator Glen Keane, recalls his enthusiasm for his first fairy tale assignment. "This story is different from any fairy tale that Disney has ever done in the past in that the heroine is more real and identifiable. What she wants is really impossible, but hopefully the audience becomes so caught up in her determination to make her dreams come true that they'll want more than anything for her to succeed." HANS CHRISTIAN ANDERSEN Of all the great storytellers throughout the annals of literature, the name Hans Christian Andersen ranks near the top. Along with the Brothers Grimm ("Snow White and the Seven Dwarfs") and French author Charles Perrault ("Cinderella," "Sleeping Beauty"), he helped to define the art of what is commonly known as the fairy tale. As a weaver of fantastic dreams, he has been touching readers with his charming and whimsical tales ever since the publication of his first book in 1829. Walt Disney was himself a great fan of Andersen's work and several times turned to his stories for source material. Andersen's most famous tale, "The Ugly Duckling," was adapted twice by the Studio into animated shorts. The first version appeared in 1931 while the 1939 color remake received an Academy Award" for best cartoon (1938-39). In the early 1940s, the Studio explored the possibility of a compilation feature based on Andersen tales and preliminary story sketches were prepared. A feature-length adaptation of "The Little Mermaid" was also considered at that time. Disney further expressed his admiration for the author's work in a 1955 episode of the "Disneyland" television series which he hosted, entitled "From Aesop to Hans Christian Andersen." Born in Odense, Denmark in 1805, Andersen was by nature a romantic dreamer who frequently avoided school to spend time making puppets and a puppet theater. His earliest efforts focused on stories told to him by his father. Andersen's fascination with Shakespeare convinced him that he should become an actor, so at age 14 he set off to Copenhagen to seek his fortune. His attempts at singing, ballet dancing, acting and reciting all ended in dismal failure and he eventually returned home to complete his education. Andersen's earliest attempt to sell his stories and plays were unsuccessful, but in 1829 his first book, a fantasy called A Walking Trip from Holmens Kanal to the East Point of Amger, appeared and was well-received. That same year, his first fairy tale, "The Snow Maiden," was printed in a Copenhagen daily newspaper. Six years later, he wrote his first novel, The Improvisator, and published a small paper bound volume containing four more fairy stories -- or "trifles," as he called them. The stories were "The Tinder Box," "Big Claus and Little Claus," "The Princess and the Pea" and "Little Ida's Flowers." In 1838, King Fredrick VI granted the author a pension, which made him independent and allowed him to devote full time to writing. Among his popular tales are "Thumbelina," "The Emperor's New Clothes," "The Constant Tin Soldier" and "The Little Match-Girl." In 1846, his fairy tales were first translated into English by Mary Howitt, who called the book Wonderful Stories for Children. The legendary storyteller died in 1875, but his work continues to attract and enchant new readers with each passing year. In 1952, his life was portrayed by Danny Kaye in Samuel Goldwyn's big screen musical production of "Hans Christian Andersen." ORIGINS OF THE PROJECT The idea of doing an animated version of "The Little Mermaid" dates back to 1985, when Ron Clements first encountered the story while browsing in a bookstore. He was just wrapping up his assignment as co-director on "The Great Mouse Detective" and had been scouting around for future projects. The prospect of doing an underwater fantasy was particularly intriguing to him. The Andersen tale had all the elements he was looking for but there were some distinct challenges in adapting it to the screen. "When I first read 'The Little Mermaid,' I thought it was a beautiful and poetic story with really exciting visual opportunities," recalls Clements. "It was so cinematic, that the images seemed to leap off the page. But it was also one of the saddest stories ever written. The biggest problem was with Andersen's ending where the mermaid sacrifices herself and turns into a sea foam spirit when her love is unrequited. We knew we needed a happier ending to really make it work for our purposes. We tried to come up with a way of doing that and somehow still remaining faithful to the basic themes of the story. Our ending retains the bittersweet quality of the original story, yet is uplifting at the same time." Clements initially wrote a two-page treatment for "The Little Mermaid" in 1985. The treatment was later expanded to 20 pages, with John Musker joining his colleague in the writing process. In this version, the unnamed seawitch from Andersen's story became more of a villain and figured more prominently into the overall story. Characters like Sebastian, Flounder and Scuttle were created and personalities for Triton and the Prince began taking shape. In the summer of 1986, Clements and Musker went to New York to meet with Howard Ashman and his partner, Alan Menken. The songwriters offered their opinions on the role and placement of the music in the film and played an early rendition of the "Part of Your World" number. As the script was finalized, they became an important part of the creative process. MAKING AN ANIMATED MUSICAL "The Little Mermaid" makes extensive use of songs and underscoring to accentuate and advance plot points, story action and the personalities of the characters. From the very inception of the project, composer Alan Menken and lyricist Howard Ashman worked in close collaboration with the directors. This unique relationship harkens back to the Studio's earliest days, when resident staff musicians routinely worked with the creative team during the formative stages of such films as "Snow White and the Seven Dwarfs," "Pinocchio," "Dumbo" and "Bambi." "In the old days," explains Menken, "the music was written before they began animating. Even some of the background music was written first. In many ways we went back to that tradition for this film by laying the songs out early in the storyboarding process. There are lots of places where they animated right to the music. It's amazing to see the way the animators bring life to the music by causing something inanimate to act. It's like having the greatest actors in the world performing your material." Commenting on the film at the time of its initial release, Ashman said, "Animation is the last great place to do Broadway musicals. Unlike live-action movies, it's a place you can use a whole other set of skills and a way of working which is more the way plays and musicals are made. With most films, the story seems to come first and the songs are an afterthought. "Coming from a musical theater background," observed Ashman, "we're used to writing songs for characters in situations. For 'The Little Mermaid' we wanted songs that would really move the story forward and keep things driving ahead. Instead of stopping to sing a song, it's more like you get to a certain point where the crab has to convince the mermaid not to go up above the water and change her life, so he sings 'Under the Sea.'" From the animators' point of view, the musical contributions of Ashman and Menken brought something special to the project. Their songs created an excitement and enthusiasm among the staff that motivated them to create visual elements that would be equally dynamic. "Howard and Alan brought a theatrical approach and style to the project that we tried to wed with animation and film techniques," says Musker. "I think the marriage was a good one. The songs are better integrated here than in any Disney film in a long, long time." THE SONGS The seven songs heard in "The Little Mermaid" were written and fine-tuned over a period of 18 months. During that time, the songwriters set up a music studio at Disney's animation facility in Glendale, California, where Ashman spent at least two weeks out of every month. "Usually the lyrics come first," explains Menken. "Because Howard was involved as a producer, as well as a lyricist, he had a strong concept for the music, as well as the lyrics. He would come in with not only the words, but the whole dramatic thrust and the style of the song, and how we were going to use the underscore." Ashman noted in 1989 that "Writing the songs is usually pretty easy. The hard part is what we call 'routining,' which means deciding how many times to repeat a part, if at all, or whether to cut it out entirely." The songwriters describe their work for the film as "a pastiche." "Working with a fairy tale, you lose a sense of specific time and therefore have the latitude to work in all kinds of musical styles. It allows you to do a different kind of dreaming," said Ashman. For the character of Sebastian, who sings two of the film's main tunes, the songwriters dreamed up a special musical style that would allow a rhythmic edge and a contemporary feeling to it. Ashman remembered, "At our first meeting with the directors, we came up with the idea of giving Sebastian a Caribbean flavor so that we could have a whole range of calypso and reggae styles to play with in the music. It was a way of adding energy, spice and a little bit of contemporary pop feeling." Sebastian's first song in the film is the spirited production number "Under The Sea." Backed by a hot crustacean band and a Busby Berkeley-style chorus line of brightly colored marine life, the crafty crab musically extols the virtues of living below the surface. Sebastian returns to the spotlight later in the film to stir up a romantic mood by crooning the upbeat tune "Kiss the Girl." Providing some "doo-wop" harmonies are a chorus of grasshoppers, pelicans, flamingos, frogs, ducks and turtles. For the ballad "Part of Your World," Ashman and Menken set out to articulate Ariel's dream through music in a way that would get the audience to like her and root for her to succeed. "In almost every musical ever written," remarked Ashman, "there's a place usually early in the show where the leading lady sits down on something -- in 'Brigadoon' it's a tree stump; in 'Little Shop of Horrors' it's a trash can -- and sings about what she want most in life. We borrowed this classic rule of Broadway musical construction for 'Part of Your World.' Because Jodi Benson (the voice of Ariel) is an actress who also sings, she was able to convey a tremendous amount of soul and specificity in her performance." The song "Poor Souls," is delivered by Ursula in a raunchy, cabaret-style with strong overtones of Kurt Weill. Ashman put the character's sophisticated and verbal nature to best advantage by using more rhymes, puns and sly humor in the lyrics. The song plays a pivotal role in the plot since it follows Ariel's transformation from mermaid to human. Also on the musical menu is a hilarious number called "Les Poissons" served up with a dash of slapstick by the palace chef, Louis. It focuses on the joy of cooking fish as he desperately tries to turn Sebastian into the daily special. Two other diverse musical selections complete the program. "Fathoms Below" is a sea chanty that introduces Prince Eric and his shipmates at the beginning of the film. "Daughters of Triton" is a concert showcase for Ariel's sisters, created by that great impresario of the deep, Sebastian. CREATING THE CHARACTERS "As animators here at Disney, our biggest challenge is not only to make the characters move but also to make them breathe," says directing animator Glen Keane. "They have to appear to be thinking and making their own decisions. You have to see the thinking process. Whenever I do a scene where that comes across, then I feel like I've accomplished something." Andreas Deja, another of the film's directing animators, sums it up this way: "To be a good animator, you have to like what you're doing so much that the drawing part is really secondary. The things that are uppermost in your mind are acting, emotions, communicating clearly and getting it all technically right. You just happen to be drawing at the same time." With these ideas in mind, the "Mermaid" creative team set out to design and animate a new cast of characters that would come to life on the big screen. In the early stages of production, a large aquarium, was moved into the animation building and artists with sketch pads frequently gathered to study and draw the exotic fish. Research photos from National Geographic and reference books were plastered on the walls of the animators' rooms. Live-action models also proved useful for study purposes. Sherri Stoner, a talented young actress/performer who had spent many years with Los Angeles' premiere comedy improvisation group, The Groundlings, was called in to model for the title mermaid. Animators were able to study her movements as she swam about in a clear glass tank (8 feet deep) filled with water. Directing animator Mark Henn credits Stoner with inspiring some of Ariel's facial expressions as well. "She was able to bring to the character a unique and believable spark which we may not have thought of otherwise," said Henn. "Little things like the way she bites her lip were incorporated into Ariel's personality and helped bring the character alive." Drawing from personal experiences and real-life situations can also be an important influence on animators. For animation director Deja, much of the spirit for the character of Triton came from his own father. "I get the best performances for my characters when I base things on real life," explains Deja. "In the case of Triton, I discovered that there was a lot of my own father in him. My father was also very concerned about the fate of his children and wanted things played by his rules. When you're a teenager, you start developing your own rules. He would get impatient and lose his temper, then calm down and feel bad that he had been too hard. By thinking back on those confrontations and experiences from my own life, I was able make things become real." Some of the characters were more difficult to base on a real situation or persons. Animating director Duncan Marjoribanks had to invent his own set of parameters for the personality of Sebastian. "Sebastian is sort of a reluctant Jiminy Cricket who sees his job of looking after Ariel as being somewhat beneath him," says Marjoribanks. "He has a big ego for such a small body and he's always in trouble because of his size. We had to invent a boneless face for Sebastian. Real crabs have an ectoskeleton, and no head at all. Their eyes are on stalks and are quite unappealing. He was great fun to draw because the shape of his head is determined by the expression of his mouth and eyes. Besides, we didn't have to draw ears, nose or hair." The creation of Ursula, the omnipotent octopus, was another exercise in imagination. Her design was an evolutionary and collaborative process. Early incarnations pictured her as manta ray, sea mollusk or scorpion fish. For Ruben Aquino, the directing animator overseeing the Ursula unit, working on this deliciously evil character was a plum assignment. "She has such a volatile personality that you could really get extreme in animating her," says Aquino. "When she's talking to Ariel and putting on a front, she can be very nice and sweet. The next moment she can get very explosive and nasty. Pat Carroll's voice was a great inspiration for us. The hardest thing about animating Ursula was keeping track of all her tentacles and going back to draw them after the main body was completed." ART DIRECTION To create a distinctive design and fitting color style for the fairy tale setting of "The Little Mermaid," the directors turned to a number of top artists for inspiration during the early stages of preproduction. Cartoonist Rowland B. Wilson influenced the color schemes with his watercolors of Mediterranean castles and seascapes. Renowned children's book author/illustrator Chris Van Allsburg and legendary Disney layout man Ken O'Connor suggested additional artistic approaches. Also helpful during this period were some evocative pastel drawings by sketch artist Kay Nielson that were unearthed in the Disney Archives. Nielson, who had previously worked on the "Night on Bald Mountain" sequence for "Fantasia" and was a prominent illustrator of his day, had created storyboard art in the early '40s for two proposed features based on Andersen's works. With these inspirations, art directors Mike Peraza and Donald Towns began experimenting with color and backgrounds to see how those elements could strengthen the telling of the story. "Just because so much of the film takes place underwater, didn't mean our color palate was limited to blue," explains Towns. "The great thing about animation is that you have the ability to take liberties that you wouldn't ordinarily take in a live-action picture. We were able to create a full range of moods and emotions by varying and contrasting colors. This was also useful in enhancing the theatrics of our musical numbers." To ensure a consistent style and flow of color throughout, Towns devised a schematic approach which served as his visual outline for the entire film. A board with small color squares representing the various scenes allowed him to analyze the impact of the changing colors for the entire film. The "Under The Sea" number provides a good example of this approach. The scene begins in almost a monochromatic blue to suggest its setting on the ocean floor. As Sebastian sings about life being greener, the background shifts to that color. When he mentions the unhappy fate of fish in captivity, the background becomes purple. As the musical number builds to its full theatrical intensity with hundreds of dancing fish and marine musicians joining in, a full spectrum of color is introduced. Pinks, yellows, and even a brilliant red (to illustrate the song's reference to a hot crustacean band) add to the overall effect. At the song's conclusion, when Ariel has wandered off, the environment returns to a calm shade of underwater blue. This sudden contrast from the cheery scene which preceded it suggests that "reality" has returned and helps set up what is to follow. With regard to colors for the characters themselves, great care had to be taken to compensate skin tones and hair color in changing environments and light sources. There were 32 color models for Ariel alone and numerous costume changes (from mermaid fin to rag dress to wedding gown). The Disney paint lab even invented a new color appropriately called "Ariel" for the blue-green color of her fin. EFFECTS ANIMATION While the work of the character animators is prominently on display in the form of any movement involving personality, the more subtle efforts of the effects animators are equally important in creating an overall sense of excitement and credibility. Animated effects can range from huge crashing waves on the ocean to a tiny teardrop of water coming from a faucet. For "The Little Mermaid," a team of 25 effects artists were responsible for animating storms at sea, billowing sails, schools of fish, shadows, raging fire, explosions, magic pixie dust, surface reflections, underwater distortions, ripples and more bubbles than a Lawrence Welk marathon. According to effects animation supervisor Mark Dindal, "This film had more effects than probably any film since 'Fantasia.' Nearly 80 percent of the film required some kind of effects work. The fairy tale setting gave us the challenge of coming up with images that were new and fantasy-related. The more successful we are, the more the audience is pulled into the story. We tried to strike the right balance so that the effects added enough without overpowering the characters." For research and inspiration, Dindal and his team studied the scenes from Walt Disney's 1940 classic "Pinocchio" involving Monstro the whale. "That particular scene really captured the feeling of a massive ocean in terms of its scale and dimensions," says Dindal. "The strong drawings and timing of the waves helped us with our storm sequence. We also discovered how effective the use of distortion effects, bubbles and light patterns crawling over rocks could be." The biggest challenge for the "Mermaid" effects team was the sea storm, where the Prince's ship runs aground, catches fire and eventually explodes. It took eight weeks to choreograph the various elements of nature in this scene which appears on screen for a scant 2-1/2 minutes. "The mood we tried to create was one of total chaos," explains Dindal. "By painstakingly creating the elements one at a time, we were able to build toward a powerful climax. Things like gusts of wind obliterating the field of view for an instant and slow, rolling waves added greatly to the overall dramatic impact and theatrics of the scene."