“It’s my very pleasant duty to welcome you here on behalf of Walt Disney, Leopold Stokowski, and all the other artists and musicians whose combined talents went into the creation of this new form of entertainment, Fantasia.” — Deems Taylor

Out of 55 animated features created by Walt Disney and his successors, only one aspired to be something more than just that.  And #2 in our ranking of those 55 films is the only one, after Snow White, that was something entirely new and unseen in the world of film–and would never been seen, at least produced by a major production company at such great expense, again.

51x1D6YnerL2. FANTASIA (1940).  Walt Disney’s third film is easily his artistic masterpiece.  It’s not his greatest film due to its lack of story, but it ranks higher than 53 other films due to the sheer audacity of its experimentation: to create an entirely new form of entertainment that would engage audiences on nearly every level and using nearly every sense.  It’s the most experimental film ever produced by a major motion picture studio, daring audiences from the very beginning to put aside their preconceived notions about what a “movie,” let alone an animated movie can or should be.

Already having begun making experimental, non-narrative cartoons with the Silly Symphony series (starting with the very first, The Skeleton Dance and continuing to the Oscar-winning The Old Mill), Walt Disney knew the limits of what animation could do on screen was nearly limitless.  Unlike conventional film, animation was only the “illusion of life,” and as such, it could become anything and take audiences anywhere.  Fantasia is a logical progression from the earlier cartoons in that it took great pains to bring animation to a whole new level, reaching an entirely new audience, and aspiring to be, as Deems Taylor says in his opening narrative: “a new form of entertainment.”

The making of the film is well-documented in John Culhane’s masterful book Walt Disney’s Fantasia.  And, to set the record straight: it did not begin because Mickey Mouse needed a boost in popularity.  The internet is rife with this rumor, started by Deems Taylor (who served as a consultant and narrator for the film), but Culhane references Ben Sharpsteen, one of Fantasia‘s directors who makes clear that the idea that eventually brought Fantasia to life started long before, and Mickey was not the original star.

A chance meeting at a Hollywood restaurant brought Walt into contact with the most famous conductor of the era, Leopold Stokwoski.  At dinner one evening, Walt suggested the idea of a short subject set to the music of Dukas’ The Sorcerer’s Apprentice.  Stokowski loved the idea and they agreed to collaborate.  As production commenced, Dopey from Snow White was suggested as the apprentice, but eventually Walt suggested “everyman” Mickey might be the better fit.  As production costs soared and more ideas flowed from the two geniuses, Walt (with prodding from his brother Roy), scrapped the idea of standalone short and moved forward with an entire animated film dedicated to the combination of sight and sound.

stokowski03-bigWorking with famed conductor Leopold Stokowski to choose the pieces for the film, Walt Disney and his artists set out to let the music take them–and ultimately their audiences–wherever their imaginations could take them.  In this incredible new style of film, the goal was not to create a story per se, as they had done with Snow White and Pinocchio, but to allow the music to drive the visuals.  Fantasia went into production less than 10 years after the rudimentary animation and synchronized sound of Steamboat Willie.  Barely a decade had passed since that groundbreaking cartoon, and Walt Disney was betting his studio on an even grander, more bold, and ultimately risky undertaking.

Walt and his team of artists listened to diverse selections, suggested by Stokowski and Taylor, to find music that would release the pictures in their head–the visualizations that might come as one sat in a symphony concert and allowed the mind to wander freely.  The goal was not to tell a story–although that might occur–but to allow artists free reign in developing the craft of animation to do something that it had never done before: create art.

Toccata e Fuga in Re Minore

This is most clearly given free reign in the introductory selection, Bach’s Toccata and Fugue in D Minor.  Opening with iconic silhouette of Stokwoski conducting and using incredible bursts of color to highlight the also-silhoutted orchestra, the piece eventually becomes nothing more than an elaborate experiment in abstract art: flowing wave forms, shimmering lights, undulating paths.  As Bach’s music continues to adjust and change through the fugue, the animation serves no “purpose” beyond conveying ideas and feelings.  When it comes full circle at the end, and the dynamic cloud shapes give way to Stokowski’s hands in motion, it’s clear that this is no ordinary animated cartoon.

Other pieces are more story-driven, but there’s relatively little plot in these, either.  Whether it’s the formation of earth and rise of dinosaurs (Rite of Spring by Stravinksy) or flying leaves and snowflakes (The Nutcracker by Tchiakovsky), the purpose of every section is to do more than just convey a plot.  Each moment, each section of Fantasia exists to offer up interpretive art, to expand an audience’s acceptance of what art, animation, and ultimately, film can be.  Seeing the effects animation and incredible detail in the dancing fairies and fish of Nutcracker, the incredible power of the Walpurgis Night and sheer evil of A Night on Bald Mountain, or even the comedic squash and stretch of Dance of the Hours is to see creativity firing on all cylinders, regardless of cost, regardless of reception.


Fantasia remains the most experimental motion picture ever released by a major studio.  At the height of his studio’s creative powers, Walt Disney was encouraging every element to go for broke: visually, in animation that continues to astound (Woolie Reitherman’s climactic dinosaur battle in Rite of Spring still stuns in this day of The Lost World) or inspire (would-be animators rightly realize that Bill Tytla’s work on Chernabog in A Night on Bald Mountain should be studied and studied and studied); sonically, in creating an entirely new experience in hearing films with Fantasound, which was the first true stereophonic system ever used in movie theatres, surrounding the audience with music in an age when theatres had one small speaker behind the screen (ultimately being revived in digital form by Jon Favreau and John Debney for the recent live-action The Jungle Book); creatively, in being a bold experiment in espousing something new and unheard of, and being unwilling to compromise regardless of cost (although Walt had to give up his idea of widescreen film and pumped-in smells).  The sheer audacity of its final sequence, a 220 foot tracking shot during Ave Maria filmed on the multiplane camera over six days of round-the-clock labor, with crews trading 12-hour work shifts.


Is Fantasia perfect?  Not at all.  Like an experiment, it has moments of sheer greatness and a few moments where one scratches his head and wonders just what Walt and his pals were smoking.  It has pieces that just completely work (The Sorcerer’s Apprentice is the “go-to” moment of this film for just that reason), and pieces that don’t (the whole Olympus thing with Beethoven’s Pastoral Symphony is stylistically out of touch with the rest of the film).  It was not a jump ahead in the art of animation–it was sonic boom, a jump to lightspeed, that we will never full understand or appreciate because of its eventual commercial failure, the beginning of World War II, and Walt’s falling out with the animators at the studio as a result of a strike.  While the studio would release two more films before its nearly silent war years, neither Bambi or Dumbo would be the grand experiment, the bold endeavor of Fantasia.

As Walt said, “Of course we were taking a chance with this, but I don’t feel scared about it. We’ve tied seven or eight shorts together and it’s too much, we know that. And this definitely has an effect—you can’t definitely tell until you’ve put it in there, but I think it has the right effect.”


Fantasia has the right effect.  Unlike any other film created by Walt or his successors, Fantasia is crazy, grand, glorious, weird, and wonderful.  Like the imagination, it runs where it wants to, inspires others, and encourages artists of all stripes to strive for something nobody else has ever done.  Fantasia is not just an animated film.  It is, as Walt described it in the souvenir program accompanying the original screenings, “In a profession that has been an unending voyage of discovery in the realms of color, sound, and motion, Fantasia represents our most exciting adventure. At last, we have found a way to use in our medium the great music of all times and the flood of new ideas which it inspires.”

Next Week, we finally reach the top of the list, #1 out of 55, Walt Disney’s greatest animated feature.