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10 Disney Characters Who Were Almost Voiced By an A-Lister

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The voices behind some of Disney’s best leads, sidekicks, and villains were almost very, very different. While some characters did end up with top-tier names behind their lines, others went to seasoned voice actors who aren't known for their billing. Read on to learn which famous faces almost brought these animated roles to life.

1. URSULA // THE LITTLE MERMAID

Who knew that two classic '80s TV shows could shape the writing of a Disney movie so much? The Huffington Post reported that when lyricist Howard Ashman wrote the part of Ursula, he had Dynasty's Joan Collins in mind. Ashman pictured Ursula's rivalry with King Triton as a soap opera, but Dynasty producer Aaron Spelling was worried that voicing a cartoon character would damage Collins’ career, so she never even auditioned for the role.

Disney’s John Musker and Ron Clements, however, had Golden Girls actress Bea Arthur in mind, and approached her for the part of Ursula. In the book Makin’ Toons: Inside the Most Popular Animated TV Shows and Movies, Musker said, "Her agent, I guess, read the script, and it described the witch as having a Bea Arthur-type basso voice ... but she just read it, somehow in her mind, like we were saying Bea Arthur is a witch. I don't think she even gave it to her."

Broadway legend Elaine Stritch was also a leading contender for the part, putting a more eccentric spin on the villain. But she clashed with Ashman’s style of directing and he cut her from the process. Eventually, after months of auditions, theater and television veteran Pat Carroll won the iconic part, largely because she understood Ashman's vision and how to voice the character as he had it in his head.

2. COGSWORTH // BEAUTY AND THE BEAST

Cogsworth, loyal butler to the Beast and BFF to Lumière, was nearly voiced by Patrick Stewart, but his busy schedule—he was right in the middle of his seven-season run as Captain Picard on Star Trek: The Next Generation—prevented him from taking the role. The part eventually went to David Ogden Stiers, who later voiced Governor Ratcliffe in Disney’s Pocahontas. Another Disney great that Stewart had to pass on because of Star Trek? The sorcerer Jafar in Aladdin.

3. GENIE // ALADDIN

Other comedy heavyweights including Steve Martin, Eddie Murphy, John Candy, Martin Short, and John Goodman were all reportedly considered before Robin Williams landed the role of the “ever-impressive, the long-contained, the often imitated, but never duplicated … Genie of the Lamp!” It ended up becoming one of Williams' most beloved roles, for children and adults alike; as The New Yorker put it, "The Genie was a perfect container for Williams’s manic energy and allusive impersonation skills."

4. TIANA // THE PRINCESS AND THE FROG

According to casting director Jen Rudin, Beyonce was in the running for the role of Disney's first black princess, Tiana. "Beyoncé expected an offer, but wouldn't audition and so she didn't get one," Rudin told Page Six. Rudin added that Tyra Banks, Jennifer Hudson and Alicia Keys all auditioned for the part before it went to Tony winner (and Beyonce's Dreamgirls co-star) Anika Noni Rose.

5. Prince Eric // THE LITTLE MERMAID

In an interview for the Howard Ashman fan blog "Part of His World," John Musker revealed that a young, unknown Jim Carrey read for the role of Prince Eric. Alrighty, then! Thankfully (for the sake of our childhoods), the part went to 16-year-old voice actor Christopher Daniel Barnes, who also later voiced Spider-Man in the '90s television cartoon series. 

6. CARLOTTA THE CHAMBERMAID // THE LITTLE MERMAID

John Musker also recalled that Roseanne Barr read for Carlotta, a character whose few lines were more sweet than the comedian's signature sass. But Musker says Roseanne ended up doing a read for Ursula as well: “Howard [Ashman] was so amused by her nasal voice he pulled us aside and said how about letting her read for Ursula? So we did. I am still amused as I recall hearing, ‘Flotsam, Jetsam, you divine little vipers!’ in that distinctive Barr twang.”

7. MUSHU // MULAN

Mulan’s self-proclaimed “serpentine salvation” Mushu was voiced by Eddie Murphy, but according to animator Tom Bancroft, Joe Pesci and Richard Dreyfuss were also considered for the part. The animators were still working out Mushu's look and facial expressions though, and they realized that no one was going to work for the little dragon like Murphy.

8. PACHA // EMPEROR'S NEW GROOVE

In the mid-‘90s, the original iteration of the Emperor’s New Groove was a loose spin on the Mark Twain classic The Prince and the Pauper and featured Owen Wilson as Pacha. However, after numerous setbacks, the disaster of a film was almost completely redone—with John Goodman voicing the peasant Pacha—before its December 2000 release.

9. SYKES // OLIVER & COMPANY

Sykes, the villainous gangster in Oliver & Company, was almost voiced by the “godfather” himself—Marlon Brando. Disney wanted the part to feel like an “evil presence” who was often shrouded in smoke and shadows, and CEO Michael Eisner reportedly approached the actor himself. After Brando turned down the role of Sykes because he didn't believe the movie would do very well, it went to Robert Loggia, who was known for playing "heavies."

10. HADES // HERCULES

Although Jack Nicholson wouldn’t actually read for the role of Hades, he did discuss it with Disney. For the “Part of His World” blog, John Musker recalled that the studio tried to woo Nicholson (the character was written with him in mind): “We showed him some test animation done to one of his lines from A Few Good Men where we had a simmering Hades idly playing with a lick of flame as he said, 'Take caution in your tone, commander. I’m a fair guy, but this f—in' heat is driving me absolutely crazy…'" When Nicholson couldn’t reach an agreement with Disney, Kevin Spacey and Phil Hartman came in to read, but eventually the part went to Golden Globe- and Emmy-winning actor James Woods, who took the character in an entirely new direction.

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25 Wonderful Facts About It’s a Wonderful Life
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Paramount Pictures

Mary Owen wasn’t welcomed into the world until more than a decade after Frank Capra’s It’s a Wonderful Life made its premiere in 1946. But she grew up cherishing the film and getting the inside scoop on its making from its star, Donna Reed—who just so happens to be her mom. Though Reed passed away in 1986, Owen has stood as one of the film’s most dedicated historians, regularly introducing screenings of the ultimate holiday classic, including during its annual run at New York City’s IFC Center. She shared some of her mom’s memories with us to help reveal 25 things you might not have known about It’s a Wonderful Life.

1. IT ALL BEGAN WITH A CHRISTMAS CARD.

After years of unsuccessfully trying to shop his short story, The Greatest Gift, to publishers, Philip Van Doren Stern decided to give the gift of words to his closest friends for the holidays when he printed up 200 copies of the story and sent them out as a 21-page Christmas card. David Hempstead, a producer at RKO Pictures, ended up getting a hold of it, and purchased the movie rights for $10,000.

2. CARY GRANT WAS SET TO STAR IN THE ADAPTATION.

When RKO purchased the rights, they did so with the plan of having Cary Grant in the lead. But, as happens so often in Hollywood, the project went through some ups and downs in the development process. In 1945, after a number of rewrites, RKO sold the movie rights to Frank Capra, who quickly recruited Jimmy Stewart to play George Bailey.

3. DOROTHY PARKER WORKED ON THE SCRIPT.


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By the time It’s a Wonderful Life made it into theaters, the story was much different from Stern’s original tale. That’s because more than a half-dozen people contributed to the screenplay, including some of the most acclaimed writers of the time—Dorothy Parker, Dalton Trumbo, Marc Connelly, and Clifford Odets among them.

4. SCREENWRITERS FRANCES GOODRICH AND ALBERT HACKETT WALKED OUT.

Though they’re credited as the film’s screenwriters with Capra, the husband and wife writing duo were not pleased with the treatment they received from Capra. “Frank Capra could be condescending,” Hackett said in an interview, “and you just didn't address Frances as ‘my dear woman.’ When we were pretty far along in the script but not done, our agent called and said, ‘Capra wants to know how soon you'll be finished.’ Frances said, ‘We're finished right now.’ We put our pens down and never went back to it.”

5. CAPRA DIDN’T DO THE BEST JOB OF SELLING THE FILM TO STEWART.

After laying out the plot line of the film for Stewart in a meeting, Capra realized that, “This really doesn’t sound so good, does it?” Stewart recalled in an interview. Stewart’s reply? “Frank: If you want me to be in a picture about a guy that wants to kill himself and an angel comes down named Clarence who can’t swim and I save him, when do we start?”

6. IT WAS DONNA REED’S FIRST STARRING ROLE.


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Though Donna Reed was hardly a newcomer when It’s a Wonderful Life rolled around, having appeared in nearly 20 projects previously, the film did mark her first starring role. It’s difficult to imagine anyone else in the role today, but Reed had some serious competition from Jean Arthur. “[Frank Capra] had seen mom in They Were Expendable and liked her,” Mary Owen told Mental Floss. “When Capra met my mother at MGM, he knew she'd be just right for Mary Bailey.”

7. MARY OWEN IS NOT NAMED AFTER MARY BAILEY.

Before you ask whether Owen was named after her mom’s much beloved It’s a Wonderful Life character, “The answer is no,” says Owen. “I was named after my great grandmother, Mary Mullenger.”

8. BEULAH BONDI WAS A PRO AT PLAYING STEWART’S MOM.

Beulah Bondi, who plays Mrs. Bailey, didn’t need a lot of rehearsal to play Jimmy Stewart’s mom. She had done it three times previously—in Mr. Smith Goes to Washington, Of Human Hearts, and Vivacious Lady—and once later on The Jimmy Stewart Show: The Identity Crisis.

9. CAPRA, REED, AND STEWART HAVE ALL CALLED IT’S A WONDERFUL LIFE THEIR FAVORITE MOVIE.


Liberty Films

Though their collective filmographies consist of a couple hundred movies, Capra, Reed, and Stewart have all cited It’s a Wonderful Life as their favorite movie. In his autobiography, The Name Above the Title, Capra took that praise even one step further, writing: “I thought it was the greatest film I ever made. Better yet, I thought it was the greatest film anybody ever made.”

10. THE MOVIE BOMBED AT THE BOX OFFICE.

Though it has become a quintessential American classic, It’s a Wonderful Life was not an immediate hit with audiences. In fact, it put Capra $525,000 in the hole, which left him scrambling to finance his production company’s next picture, State of the Union.

11. A COPYRIGHT LAPSE AIDED THE FILM’S POPULARITY.

Though it didn’t make much of a dent at the box office, It’s a Wonderful Life found a whole new life on television—particularly when its copyright lapsed in 1974, making it available royalty-free to anyone who wanted to show it for the next 20 years. (Which would explain why it was on television all the time during the holiday season.) The free-for-all ended in 1994.

12. THE ROCK THAT BROKE THE WINDOW OF THE GRANVILLE HOUSE WAS ALL REAL.


Wikimedia Commons // Public Domain 

Though Capra had a stuntman at the ready in order to shoot out the window of the Granville House in a scene that required Donna Reed to throw a rock through it, it was all a waste of money. “Mom threw the rock herself that broke the window in the Granville House,” Owen says. “On the first try.”

13. IT TOOK TWO MONTHS TO BUILD BEDFORD FALLS.

Shot on a budget of $3.7 million (which was a lot by mid-1940s standards), Bedford Falls—which covered a full four acres of RKO’s Encino Ranch—was one of the most elaborate movie sets ever built up to that time, with 75 stores and buildings, 20 fully-grown oak trees, factories, residential areas, and a 300-yard-long Main Street.

14. SENECA FALLS, NEW YORK IS “THE REAL BEDFORD FALLS.”

Though Bedford Falls is a fictitious place, the town of Seneca Falls, New York swears that it's the real-life inspiration for George Bailey’s charming hometown. And each year they program a full lineup of holiday-themed events to put locals (and yuletide visitors) into the holiday spirit.

15. THE GYM FLOOR-TURNED-SWIMMING POOL WAS REAL.

Though the bulk of the film was filmed on pre-built sets, the dance at the gym was filmed on location at Beverly Hills High School. And the retractable floor was no set piece. Better known as the Swim Gym, the school is currently in the process of restoring the landmark filming location.

16. ALFALFA IS THE TEENAGER BEHIND THAT SWIMMING POOL PRANK.

Though he’s uncredited in the part, if Freddie Othello—the little prankster who pushes the button that opens the pool that swallows George and Mary up—looks familiar, that’s because he is played by Carl Switzer, a.k.a. Alfalfa of The Little Rascals.

17. DONNA REED WON $50 FROM LIONEL BARRYMORE ... FOR MILKING A COW.

Though she was a Hollywood icon, Donna Reed—born Donnabelle Mullenger—was a farm girl at heart who came to Los Angeles by way of Denison, Iowa. Lionel Barrymore (a.k.a. Mr. Potter) didn’t believe it. “So he bet $50 that she couldn't milk a cow,” recalls Owen. “She said it was the easiest $50 she ever made.”

18. THE FILM WAS SHOT DURING A HEAT WAVE.

It may be an iconic Christmas movie, but It’s a Wonderful Life was actually shot in the summer of 1946—in the midst of a heat wave, no less. At one point, Capra had to shut filming down for a day because of the sky-high temperatures—which also explains why Stewart is clearly sweating in key moments of the film.

19. CAPRA ENGINEERED A NEW KIND OF MOVIE SNOW.

Capra—who trained as an engineer—and special effects supervisor Russell Shearman engineered a new type of artificial snow for the film. At the time, painted cornflakes were the most common form of fake snow, but they posed a bit of an audio problem for Capra. So he and Shearman opted to mix foamite (the stuff you find in fire extinguishers) with sugar and water to create a less noisy option.

20. THE MOVIE WASN’T REQUIRED VIEWING IN REED’S HOUSEHOLD.

Though It’s a Wonderful Life is a staple of many family holiday movie marathons, that wasn’t the case in Reed’s home. In fact, Owen herself didn’t see the film until three decades after its release. “I saw it in the late 1970s at the Nuart Theatre in L.A. and loved it,” she says.

21. ZUZU DIDN’T SEE THE FILM UNTIL 1980.

Karolyn Grimes, who played Zuzu in the film, didn’t see the film until 1980. “I never took the time to see the movie,” she told Detroit’s WWJ in 2013. “I never just sat down and watched the film.”

22. THE FBI SAW THE FILM. THEY DIDN’T LIKE IT.

In 1947, the FBI issued a memo noting the film as a potential “Communist infiltration of the motion picture industry,” citing its “rather obvious attempts to discredit bankers by casting Lionel Barrymore as a ‘Scrooge-type’ so that he would be the most hated man in the picture. This, according to these sources, is a common trick used by Communists.”

23. THE MOVIE’S BERT AND ERNIE HAVE NO RELATION TO SESAME STREET.

Yes, the cop and cab driver in It’s a Wonderful Life are named Bert and Ernie, respectively. But Jim Henson’s longtime writing partner, Jerry Juhl, insists that it’s by coincidence only that they share their names with Sesame Street’s stripe-shirted buds. “I was the head writer for the Muppets for 36 years and one of the original writers on Sesame Street,” Juhl told the San Francisco Chronicle in 2000. “The rumor about It's a Wonderful Life has persisted over the years. I was not present at the naming, but I was always positive [the rumor] was incorrect. Despite his many talents, Jim had no memory for details like this. He knew the movie, of course, but would not have remembered the cop and the cab driver. I was not able to confirm this with Jim before he died, but shortly thereafter I spoke to Jon Stone, Sesame Street's first producer and head writer and a man largely responsible for the show's format … He assured me that Ernie and Bert were named one day when he and Jim were studying the prototype puppets. They decided that one of them looked like an Ernie, and the other one looked like a Bert. The movie character names are purely coincidental.”

24. SOME PEOPLE ARE ANXIOUS FOR A SEQUEL.

Well, two people: Producers Allen J. Schwalb and Bob Farnsworth, who announced in 2013 that they would be continuing the story with a sequel, It’s a Wonderful Life: The Rest of the Story, which they planned for a 2015 release. It didn’t take long for Paramount, which owns the copyright, to step in and assure furious fans of the original film that “No project relating to It’s a Wonderful Life can proceed without a license from Paramount. To date, these individuals have not obtained any of the necessary rights, and we would take all appropriate steps to protect those rights.”

25. THE FILM’S ENDURING LEGACY WAS SURPRISING TO CAPRA.

“It’s the damnedest thing I’ve ever seen," Capra said of the film’s classic status. "The film has a life of its own now and I can look at it like I had nothing to do with it. I’m like a parent whose kid grows up to be president. I’m proud… but it’s the kid who did the work. I didn’t even think of it as a Christmas story when I first ran across it. I just liked the idea.”

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Listen to What Darth Vader Sounded Like On the Star Wars Set
Star Wars © & TM 2015 Lucasfilm Ltd. All Rights Reserved.
Star Wars © & TM 2015 Lucasfilm Ltd. All Rights Reserved.

The voice of Darth Vader, provided by James Earl Jones, is one of the most iconic aspects of the original Star Wars movies. But James Earl Jones wasn't the actor wearing that outfit—it was British actor David Prowse, who was cast in part because he was huge (reportedly 6'5" and a former body-building champion).

George Lucas always intended to replace Prowse's voice, but it's still a bit of a shock to hear a muffled British voice coming out of Darth Vader's helmet. Here's video showing what Darth Vader sounded like on the set before James Earl Jones re-recorded the dialogue.

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