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13 Beautiful Facts About The Thief and the Cobbler

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Sometimes referred to as "the greatest animated film that never was," The Thief and the Cobbler was an animated movie nearly 30 years in the making. Creator Richard Williams never got the chance to complete his magnum opus; the movie was eventually taken away by its completion bond company and handed over to producer Fred Calvert to finish.

Two versions—one for Australia made by Majestic Films and one for the United States by Miramax—were finally released in 1995, after being in and out of production for three decades. The edited film added new scenes and music to help make it more marketable, but it hampered Williams's original vision. The commandeered film was never a commercial success, but it is often seen as a triumph in traditional animation. Many animators today are still inspired by the movie and Williams’s work. Thanks to Kevin Schreck’s documentary, Persistence of Vision, we now know the story of this ill-fated movie and its turbulent history. 

1. IT WAS ORIGINALLY GOING TO BE A SERIES OF SHORTS.

Long before the plot of The Thief and the Cobbler was conceived, Williams was working on illustrating a series of short stories by Idries Shah called The Exploits of the Incomparable Mulla Nasrudin. The books were based on popular Eastern folklore of a satirical Sufi, a wise fool who travels to exotic lands. While working on the shorts, Williams one day decided to turn them into a full-length feature film. He created a world for Nasrudin to explore and created new characters. The thief made an appearance in this work in progress, but with a more sideline role: He would silently follow the main character around and steal his belongings when he wasn’t looking. 

Shah agreed to the movie, provided his family received half of the profits. Shah's brother, Omar Ali-Shah, became the producer of the movie. Williams worked hard on animating the story and eventually accumulated over three hours of footage. He showed what he had to Howard Blake, his story development artist and composer, who thought the progress was beautiful, but lacked a plot. The movie, at that point, was just a series of shorts with nothing connecting them together. Blake explained that characters needed to be developed and go somewhere. When Williams mentioned that the Shahs would be resistant to the idea, Blake saw there was a problem. 

These problems came to a head when it was rumored that Ali-Shah was embezzling money and a copyright infringement lawsuit loomed overhead. Williams broke their deal and the Shahs left with Mulla Nasrudin. The thief was Williams’s original character, so he became an integral part of the new story (the movie’s working title was The Cobbler, the Thief, and the Grand Vizier). 

2. THE MAIN CHARACTER WAS BASED ON SEVERAL SILENT FILM STARS. 

Williams gave his characters a heavy dose of dumb luck. He modeled his characters on famous silent movie stars like Charlie Chaplin and Buster Keaton. “[Williams] was doing the story about worthwhile people who aren’t the smartest, maybe, while they do everything, but it’s better for them to succeed than the damn villain,” said John Culhane, who was the development artist from 1969 through 1974. Williams and Culhane visited the British Film Institute to watch movies of Chaplin and Harry Langdon to get inspiration. Tack, the main character, retains these qualities. 

3. THE MAIN CHARACTERS WERE GOING TO BE MUTE. 

While fans might remember Matthew Broderick and Jonathan Winters voicing Tack the Cobbler and The Thief, respectively, that was not always the intention. Williams had planned to keep both characters entirely silent, save for one line: At the end of the movie, Tack would tell Princess Yum Yum, “I love you.” The single line was meant to be voiced by Sean Connery. Instead, Williams's wife’s friend performed the line. Eventually actor Steve Lively voiced Tack in the Majestic Films version and Broderick voiced the lead in the Miramax version. 

“We had had difficulties with the formula,” said Philip Pepper, lead animator from 1990 through 1992. “This was a film that didn’t go along with all that stuff. It was great to watch the rushes where you see all this acting—fantastic acting—this incredible unfolding of ideas without the cheesy dialogue.” 

Williams was also completely against musicals, despite them being the norm for family animated films. As we know now, after the film was taken away from Williams, music was also added to the finished movie to appeal to a wider audience. 

4. WHO FRAMED ROGER RABBIT GAVE THE MOVIE ITS BIG BREAK. 

Legendary director Steven Spielberg caught wind of Williams's work and offered him the role of animation director on Who Framed Roger Rabbit. Upon accepting the position, Williams told Spielberg, “I’m your living pencil. Tell me and I’ll draw it.”

When Who Framed Roger Rabbit was released in 1988, it was the most expensive movie ever made, with a budget of $70 million (almost $149 million in today's dollars). The hard work and oodles of cash paid off. The movie was met with critical acclaim across the board; Roger Ebert gave it four stars and wrote, "Who Framed Roger Rabbit is sheer, enchanted entertainment from the first frame to the last—a joyous, giddy, goofy celebration of the kind of fun you can have with a movie camera." Williams won two Oscars for his animation direction: Best Effects, Visual Effects and a Special Achievement Award. 

The success of the movie proved that Williams could manage a large team and a large budget. Warner Bros. promised to give him the money he needed to finish The Thief and the Cobbler, as well as an equal amount to promote the film (around $25 million)—so long as the movie was finished on time. As long as Williams stuck to the approved schedule and budget, Warner Bros. would stay out of it. 

Before Warner Bros., the studio’s animators would all have a small scene by their desks, which they would work on when they had time in between advertising jobs. With a full budget, the animators could now focus all their attention on the film. The experience working on Roger Rabbit helped Williams craft The Thief and the Cobbler; working with real-life backgrounds gave him a better understanding of how to animate moving backgrounds. 

5. EXTREMELY TALENTED ANIMATORS LENT THEIR SKILLS. 

Some of the talent found in Williams’s studio included legendary animators like Ken Harris (Merrie Melodies, How the Grinch Stole Christmas), Roy Naisbitt (Balto, Space Jam), and Art Babbitt (Fantasia, Dumbo). Babbitt (known for his work on Disney movies) gave lectures to the studio’s animators while the studio was shut down for a month. The students described the seminars as grueling, with condensed homework and group evaluations.  

Williams managed to snag Harris when having a conversation with Looney Tunes animator Chuck Jones. He impressed Jones by being able to cite the specific scenes that Harris had animated. Jones pointed out that the now-retired animator would be traveling near Williams and suggested that he write him a fan letter. The two met and struck up a friendship. “We got on so well, that I sat him down—and his wife went off to Italy or somewhere—and three months later, he’s still at the desk,” Williams recalled on Skwigly podcast

6. NEW ANIMATORS WERE BROUGHT ON AS WELL. 

Williams did not want all of the movie's animators to be too influenced by other styles or movies. He avoided animators who had a Disney or TV background, so that they could easily adapt to his style. People from all over the world were flown into London to work on the movie. 

7. STUDIO EMPLOYEES WERE WARY OF LENDING THINGS OUT.

In the 1970s, Williams and Culhane would storyboard by covering large corkboards in layers of artwork that they ripped from art books. They were looking for visual inspiration from Middle Eastern artwork and Leonardo da Vinci's war machine sketches. The duo was always on the prowl for more books, but no one wanted to lend them anything from their collections, for fear that the books would get sliced up. An assistant once dropped off a book but warned Williams not to damage it. Moments after she left his office, she returned to find him with scissors in hand over her book. She confiscated it and scolded Williams, who replied “Oh, you have this silly, middle class idea of books!” 

8. WILLIAMS WAS A PERFECTIONIST.

Williams was a genius, but sometimes his vision took a toll on the people around him. 

“He had a terrible reputation,” said special effects artist Chris Knott. “He could be the best of the worst. Usually for good reason. He had very high standards, which he applied to himself above all, and to everyone else. And if you didn’t ... cut it, then he wasn’t very backward about letting you know what he felt.” 

Williams expected a lot from his employees and never settled for anything that wasn’t perfect. A common phrase of his was “there’s the door.” Warner Bros.'s strict schedule put stress on everyone: Animators were expected to work 60 hours a week and did not receive any time off. Often the hours would be from eight in the morning until midnight. One animator only got to visit his wife, who had meningitis, during his lunch breaks. Another had a pregnant wife and refused to do the full 60 hours, so he was fired immediately and escorted from the building. 

Despite the long hours, production was still slow. The movie was Williams’s baby and he wanted each scene to be exactly right. One painter spent three months on a single scene—the one of Zig Zag playing cards—which was then scrapped when Williams decided to change the colors. Another scene—the opening scene of the arrowed-up soldier—started as a 15-second shot and ended up as a full minute-long scene. 

9. WE CAN THANK THE THIEF AND THE COBBLER FOR ALADDIN. 

Watching both movies, it’s impossible not to notice the striking similarities between The Thief and the Cobbler and Aladdin. “Disney just stole it," said Pepper. "It’s as plain as the nose your face." Many of the outfits, imagery, and character designs were very similar. Williams had been working on his movie for 20 years and dozens of animators had passed through and taken some ideas with them; it seemed only natural for the movie to blend into others. The studio recognized this natural thievery as a problem, but had no other option than to trudge forward. The Thief was meant to beat Aladdin into theaters, but it missed the deadline, greatly upsetting Warner Bros. 

10. THE PLOT KEPT CHANGING. 

Even with Warner Bros. breathing down Williams's neck, production was slow. The story underwent many rewrites, with the final screenplay being written by Williams's then-wife, Margaret French. Toward the end of production, Williams began to storyboard, which greatly concerned his animators. Despite all the completed footage, there were many gaps in the story that needed to be filled in. 

Warner Bros., already annoyed about Aladdin, started checking in on the studio. Seeing that the movie would not be finished, they turned it over to the production's completion bond company on May 15, 1992. Animators were told to go on vacation and to be out of the office for a few weeks. They came back to cleared desks and empty shelves. A week later, they held what was probably an extremely sad wrap party. 

11. IT WAS THE FINAL MOVIE FOR SEVERAL PEOPLE. 

The Thief and the Cobbler appears as the most recent job on many people's IMDb filmographies, including actors Kenneth Williams, who died in 1988; Sir Anthony Quayle, who died in 1989; and Vincent Price, who died in 1993. 

12. IT HOLDS A WORLD RECORD.

The ambitious 2014 movie Boyhood took 11 years to make and holds the record for the longest continuous production for a live action movie. This is, of course, no match for The Thief and the Cobbler, which took 31 years to complete, starting in 1964.

13. YOU CAN WATCH THE THIEF AND THE COBBLER AS IT WAS (SORT OF) INTENDED.

If you’re curious to see what the movie would have been like if it had been finished by Williams himself, you probably never will. But you can see something close. In 2006, USC film grad Garrett Gilchrist—a major fan of the film—took it upon himself to recreate the movie using all the materials he could find, including a 1992 Williams workprint and a Japanese widescreen DVD. Called The Thief and the Cobbler: Recobbled Cut, the reconstructed film removed the musical numbers and returned the original voice actors. You can watch the recut on YouTube, although some portions might be blocked in certain countries. 

Additional source:
Persistence of Vision
(2012), directed by Kevin Schreck

Images courtesy Miramax via YouTube

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10 Far-Out Facts About Futurama
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In 1999, Matt Groening followed-up the monumental success of The Simpsons with an idea for a sci-fi comedy that he’d been tinkering around with for years. With influences ranging from groundbreaking sci-fi movies like Blade Runner to shows like The Jetsons and pulpy ‘50s comics like Weird Science, Futurama proved to be yet another winner for the cartoonist. Characters like Fry, Bender, and Leela quickly became fan favorites, rivaling Homer, Marge, and the rest of Springfield for quotability. The show was also a hit with the critics, winning plenty of Annie and Emmy Awards along the way.

Never a ratings juggernaut to a larger audience, the show only lasted four seasons on Fox before being cancelled in 2003. Neither the production staff nor the series’ loyal fan base would give up on Futurama, though, and the series was revived for an additional three seasons on Comedy Central from 2008 through 2013. Here are 10 things you might not know about Futurama

1. THE SHOW’S NAME COMES FROM AN EXHIBIT AT THE 1939 NEW YORK WORLD’S FAIR.

Though Matt Groening’s Futurama takes a comedic look at what the future might hold for us, the name is based on a very real-world version of the world of tomorrow. At the 1939 New York World’s Fair in Queens, GM built a mammoth attraction called Futurama, which was a scale-model city showing off the predicted wonders of 1960.

The model was the brainchild of industrial designer Norman Bel Geddes and his team of hundreds of artists and builders. It spanned an impressive 35,000 square feet, and gave audiences a glimpse at what a city might look like in the next 20 years, with the highlight being a monolithic utopia peppered with mountainous skyscrapers and a web of superhighways for futuristic GM cars to travel on. Visitors would sit in chairs that moved on a conveyer belt around the model, showing off all the wonders they could look forward to.

To pay homage to its namesake, the first thing Fry hears when he’s defrosted in the future during the pilot episode is the bellowing sound of a lab worker proclaiming “Welcome to the World of Tomorrow,” which was one of the heavily advertised themes of the fair.

2. THE THEME SONG WAS INSPIRED BY A TUNE CALLED “PSYCHE ROCK.”

Futurama’s main theme, composed by Christopher Tyng, bears a striking resemblance to the song “Psyché Rock" by French electronic artist Pierre Henry. The songs are so similar that the Futurama theme basically acts as a remix to Henry’s work. The song has also been remixed by Fatboy Slim, which is even closer to the Futurama version. 

3. GETTING THE SHOW ON THE AIR WAS A DIFFICULT PROCESS FOR MATT GROENING.

Though Matt Groening and the team over on The Simpsons have the freedom to mostly govern themselves, getting Futurama off the ground was a different story. When asked by Mother Jones in 1999 about getting the show on the air, Groening said, “It has been by far the worst experience of my grown-up life.”

He further explained that, “The second they ordered it, they completely freaked out and were afraid the show was too dark and mean-spirited, and thought they had made a huge mistake and that the only way they could address their anxieties was to try to make me as crazy as possible with their frustrations.”

Despite the battles with the network, Groening and his team didn’t cave, saying, “I resisted every step of the way. In one respect, I will take full blame for the show if it tanks, because I resisted every single bit of interference."

4. CO-CREATOR DAVID X. COHEN IS A MATH WHIZ.

When Groening was developing Futurama into a pitch, he had one key Simpsons writer in mind to collaborate with: David S. Cohen. Cohen (who is credited as David X. Cohen for Futurama) was known for some of the most popular Simpsons episodes of the mid-‘90s, including "Itchy & Scratchy & Poochie," "Lisa The Vegetarian," and "Much Apu About Nothing."

“After I assembled a few hundred pages of ideas, I got together with David Cohen, one of the writers and executive producers on The Simpsons, who is also a lover of science fiction and has a great knowledge of science and mathematics,” Groening told Mother Jones.

The emphasis on mathematics may sound odd, but it became a hallmark of the series. Dealing with sci-fi plots allowed Cohen to bring a certain authenticity to some of the more complex episodes; he was also able to sneak in all sorts of esoteric mathematical jokes for the like-minded viewers. This is similar to how math played a role on The Simpsons for years without ever becoming distracting to casual viewers. 

Cohen’s mathematical background goes far beyond the norm. He graduated from Harvard with a degree in physics, and from the University of California, Berkeley, with an M.S. in computer science. This knowledge gave way to plenty of in-jokes, including the creation of a numerical-based alien language and countless background gags that only the brainiest viewers would have a shot at deciphering.

5. ZAPP BRANNIGAN WAS GOING TO BE VOICED BY PHIL HARTMAN.

The character of Zapp Brannigan was originally written with actor Phil Hartman in mind for the voice, but he was tragically killed before he would have begun recording. The role then went to Billy West, who also voices Fry and Professor Farnsworth. In an interview with The New York Times, West says he based his Brannigan on disc jockeys from the ‘50s and ‘60s. There's also a bit of Hartman's signature, Troy McClure-esque sound in there. 

6. JOHN DIMAGGIO ORIGINALLY AUDITIONED FOR PROFESSOR FARNSWORTH USING BENDER’S VOICE.

Figuring out what Bender would sound like wasn’t an easy task for the folks in charge of Futurama. Would it be a human voice, or something more synthesized like Robby the Robot from Forbidden Planet? The crew auditioned dozens and dozens of voice actors in an attempt to find the perfect Bender, with no luck.

At the same time, voice actor John DiMaggio was auditioning for a role on the show against his agent’s wishes, who worried about both the money and contract being offered. At first he auditioned for the role of Professor Farnsworth, using a boorish, drunken voice he partially based on Slim Pickens. The voice didn’t work for the professor, but according to the DVD commentary for the show’s pilot, the producers asked him to try it out for Bender. The voice instantly clicked, leading to the creation of the show’s breakout character.

7. THE NIXON LIBRARY EVENTUALLY CAME AROUND TO HIS HEAD BEING IN A JAR.

Richard Nixon famously proclaimed that the media wouldn’t have him to “kick around anymore” back in 1962; little did he know the jabs would keep coming for decades in the real world, and centuries into the fictional future as a nightmarish version of the former president with his head preserved in a jar was proclaimed President of Earth in Futurama.

With Billy West providing the jowly voice of the former Commander-in-Chief, Nixon became a villain for a whole new generation. And the Richard Nixon Library wasn’t very happy about it at first.

“[E]arly on in the show the network got a letter from the Richard Nixon Library saying they weren’t pleased with his portrayal and would we consider not doing it,” Cohen told WIRED.

But a few years later, things changed.

“We didn’t really stop, however, because we liked it, but the strange thing is that … a few years later we got another letter from the Nixon Library saying can we provide some materials because they’re going to do an exhibit about Nixon in popular culture and they’d like to include Futurama, so they came around.”

8. WRITER KEN KEELER INVENTED A NEW THEOREM JUST FOR THE SHOW.

In addition to Cohen, Futurama is staffed by a roster of Ivy League graduates with backgrounds in science and math. But while writing one episode, the staff had created a plot so complex that the crew soon found itself stumped.

The episode was “The Prisoner of Brenda” from the sixth season, and it involved a brain-switching machine that could swap the minds of any two people that stepped into it. There was only one problem: once used, the machine couldn’t be used twice to swap the same two minds back to normal. This means numerous pairs of other characters would have to use the machine in a roundabout plan to restore everyone’s mind to their proper body.

Though the idea sounded like a winner to the writers, Cohen recalled that they soon realized they had to create a mathematical explanation that could get everyone’s mind back. It was like a nightmarish SAT problem for the staff. That is until writer Ken Keeler, who has a PhD in mathematics, created a completely unique theorem that proved this plot was possible.

“Ken comes in the next morning with a stack of paper and he said, ‘I’ve got the proof,’ and he had proven that no matter how mixed up people’s brains are, if you bring in two new people who have not had their brains switched, then everybody can always get their original brain back, including those two new people,” Cohen told WIRED. “So I was very excited about this, because you rarely get to see science, let alone math, be the hero of a comedy episode of TV.”

In the episode, the mathematical heroes that solve the problem are none other than the Harlem Globetrotters, who are among Earth’s elite intellectuals in the 31st century.

9. THE SHOW’S USE OF FORESHADOWING IS INTENSE.

Futurama touts more than just science and math cred; the show is also one of the more intricately plotted animated series of the past 20 years. The show is notorious for leaving morsels of foreshadowing in episodes that pay off weeks, months, or even years down the road.

Plot points like Fry being his own grandfather and Leela’s mutant heritage were all hinted at before they became reality, but the most obscure piece of foreshadowing came right in the pilot episode. It happens right as Fry is leaning back in the chair that would “accidentally” topple over and send him into the cryogenic chamber, leaving him thawed out in the 31st century. For a brief moment, a shadow flashed across the screen with no explanation—at the time, it likely went unnoticed by many viewers.

Fast forward to the season 4 episode “The Why of Fry,” and we learn that the shadow belonged to Nibbler, who had traveled back in time to 1999 to push Fry into the chamber because he was the key to stopping an alien invasion in the 31st century. It's just one example of the type of intricate world-building that the writers of the show poured into every episode.

10. EACH EPISODE TOOK ABOUT A YEAR TO COMPLETE.

Every episode of Futurama is a labor of love, with each joke and frame of animation put under intense scrutiny. Because of this, there is a lot of work involved in the show—about a year’s worth for each episode.

“It's usually somewhere in the vicinity of a year from the beginning of a Futurama episode to the day when you can see it on TV,” David Cohen told The Atlantic.

This starts with a story idea, which is then assigned to a writer for an outline and first draft. From there, the first draft is dissected in the writers’ room on a “word-by-word, scene-by-scene basis.”

Then it’s recorded by the actors—like an old-timey radio show, according to Cohen—and then it’s given to the animators. That process involves animatics and final animation, which can take around six months to finalize. 

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12 Facts About Disney's The Jungle Book
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It may not have followed Rudyard Kipling's book exactly—in fact, Walt Disney preferred that scriptwriters not read the book—but The Jungle Book was a toe-tapping box office success. Here are a few "bare necessities" you should know about the 1967 animated classic, which was released in theaters across America 50 years ago.

1. WALT DISNEY THOUGHT THE FIRST VERSION OF THE SCRIPT WAS TOO DARK.

Writer Bill Peet was brought on to script the first version of the movie, but Disney believed it was too dark. It’s not clear whether Peet left or was booted from the project; either way, a new team was brought in for rewrites. Floyd Norman, one of the new writers, said Walt wanted the film to have more laughs and more personality, and—true to Disney form—he also wanted sign off on every little detail.

2. MOST OF THE SONGS WERE DEEMED TOO DARK AS WELL.

Composer Terry Gilkyson was hired to write songs for the movie, but as with the script, Disney felt they lacked a sense of fun. Though the Sherman brothers (Richard and Robert) were brought in to write a new soundtrack, one of Gilkyson’s songs did remain in the movie: "The Bare Necessities." We'd say he got the last laugh: Not only is “The Bare Necessities” one of the best tunes in Disney history, it was also nominated for an Oscar (the film's sole nomination).

3. IT WAS THE LAST ANIMATED FEATURE WALT DISNEY OVERSAW.

When Disney died on December 15, 1966, the studio closed for a single day. Then they got back to business working on the last animated feature Disney had a hand in. It was released on October 18, 1967.

4. A RHINOCEROS CHARACTER GOT CUT.

Rocky the Rhino was intended to be a dim-witted, bumbling, near-blind character that would provide some comic relief. His scenes were completely storyboarded before he got the boot: He was supposed to appear after King Louie’s scene, but Walt didn’t want to put the funny sequences back-to-back.

5. THEY WANTED THE BEATLES TO VOICE THE VULTURES.

The Sherman brothers wrote the vultures’ song “That’s What Friends Are For” with The Beatles in mind, even giving the characters similar accents. But the Fab Four turned them down. “John was running the show at the time, and he said [dismissively] ‘I don’t wanna do an animated film.’ Three years later they did Yellow Submarine, so you can see how things change,” Richard Sherman said.

Here’s what the version of “That’s What Friends Are For” would have sounded like, as well as a glimpse of Rocky the Rhino:

6. THERE ARE MAJOR MISPRONUNCIATIONS IN THE MOVIE.

According to a guide written by Kipling, the main character’s name is pronounced "Mowglee" (accent on the 'Mow,' which rhymes with 'cow'), not “Moe-glee,” which is how Disney chose to say it. In addition, Kaa the snake is supposed to be “Kar,” Baloo the Bear should have been “Barloo,” and Colonel Hathi is really “Huttee.”

7. KING LOUIE WAS BASED ON LOUIS ARMSTRONG.

Although jazz singer and bandleader Louis Prima voiced the fire-obsessed orangutan, he’s not the Louis who the Shermans originally had in mind when they began writing “I Wan’na Be Like You” for the character. "We were thinking about Louis Armstrong when we wrote it, and that's where we got the name, King Louie," Richard Sherman told The New York Times. "Then in a meeting one day, they said, ‘Do you realize what the N.A.A.C.P. would do to us if we had a black man as an ape? They'd say we're making fun of him.' I said: ‘Come on, what are you talking about? I adore Louis Armstrong, I wouldn't hurt him in any way.'” In the end, Louis Prima stepped in.

8. A JUNGLE BOOK DANCE SEQUENCE WAS LATER BORROWED FOR ROBIN HOOD.

King Louie and Baloo’s “I Wan’na Be Like You” dance was later repeated, frame for frame, in Robin Hood, which also borrowed dances from Snow White and the Seven Dwarfs and The Aristocats. This was achieved through an animation technique called “rotoscoping,” where animators trace over the frames of old footage to use it in a different environment.

9. THE SONG "TRUST IN ME" WAS ALSO RECYCLED.

Originally written for Mary Poppins as “Land of Sand,” “Trust In Me” was recycled with new lyrics for Kaa to sing while hypnotizing poor Mowgli. Here’s what it would have sounded like:

10. THE YOUNG ELEPHANT WAS VOICED BY CLINT HOWARD.

Ron Howard’s younger brother also voiced another Disney youngster: Roo in the Winnie the Pooh movies.

11. PHIL HARRIS BROUGHT NEW LIFE TO BALOO.

Allegedly, Walt Disney chose Harris to voice Baloo after meeting him at a party. At the time, Harris was retired and nearly forgotten in Hollywood. His first day of recording didn’t go so well at first: Harris found Baloo’s tone wooden and boring, so asked if he could try a little improvisation. Once given the go-ahead, "I came out with something like, 'You keep foolin' around in the jungle like this, man, you gonna run across some cats that'll knock the roof in,'" Harris recalled. Disney loved Baloo’s new personality and rewrote lines to suit the style.

12. THERE WAS A SEQUEL.

It came out in 2003 (not direct-to-video, surprisingly) and featured Haley Joel Osment as Mowgli and John Goodman as Baloo. By most accounts, you shouldn’t bother seeing it; it currently has a 19 percent fresh rating on Rotten Tomatoes.

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