Waking Sleeping Beauty (DVD Review)

Once upon a time, a magical kingdom lost its King and the magic that had protected it for decades began to disappear. Try as they might, the caretakers of the kingdom couldn’t restore the missing magic no matter what they did.  With the King gone, no one knew how to lead the kingdom and some felt things should stay the same while others saw an opportunity to change everything. Eventually, that conflict sent the kingdom in an upheaval but like all good fairy-tales, this one eventually had a happy ending.

For years, Walt Disney had fearlessly taken on every challenge and always emerged triumphant.  He seemed to have an uncanny knack for knowing what his audiences wanted and he was always ready to give it to them.  When he died in 1966, he left a company in turmoil. The last Disney movie that he had a hand in was The Jungle Book and the films that followed that weren’t as successful. Animators would clash with management over the direction of the company and continually asked ‘What would Walt do?’  Things got so bad that the animation department was kicked off the studio lot and sent to work in a warehouse in Glendale.  At this point, most of the animators felt that they were about to be fired and the concept of Disney animated movies began to seem like a thing of the past.

Walt’s son-in-law Ron Miller was the CEO of the company and was trying to save the company from hostile takeovers and corporate raiders.  Some felt he wasn’t a good leader but in his defense he did start the Touchstone label that allowed Disney to release adult movies, he invested in computer technology that led to Tron, and established The Disney Channel.  He also purchased the rights to make Who Framed Roger Rabbit and was also the person who gave Tim Burton the chance to make his own movies.  All of that wasn’t enough and he was ousted by Roy Disney in 1984, with help from Disney’s partner Stanley Gold, and Disney shareholder Sid Bass.

Once Miller was removed, Roy E. Disney decided to bring in outside management to run the company and he selected the winning team from Paramount Studios Michael Eisner and Frank Welles. Eisner brought along one of his Paramount lieutenants Jeffrey Katzenberg and put him in charge of the motion picture division and later the Feature Animation division as well.  This new management team was a force to be reckoned with but so is human nature and it was only a matter of time before the inevitable conflict between them began.  This movie is a record of that time.


This film covers the fortunes of Disney from 1980 to 1994 and all of the strife that occurred during that time.  The movie has a authenticity to it that most documentaries don’t possess as the men behind it, Director Don Hahn and Producer Peter Schneider both worked at Disney during this tumultuous time.  Hahn was one of Disney’ most successful producers (Beauty and the Beast, Lion King, and more) and Schneider was the former President of Feature Animation for Walt Disney Company so they knew the story and thought it was one worth telling. The tricky part was getting the participation of Michael Eisner, Jeffrey Katzenberg, and Roy Disney, but they somehow pulled it off.

When the new management arrived, Disney was already a listless ship with key animators like Don Bluth, Gary Goldman, John Pomeroy, and more had already walked out to form Don Bluth Productions who would become a direct competitor to Disney.  Without strong leadership, the animation unit was basically a frat-house for a bunch of talented people that needed some direction.  The Black Cauldron had just been released and although it was innovative and the first animated film to use CGI and the first animated Disney movie to receive a PG rating, it didn’t perform well at the box office most likely because of the darker and more edgy content.  Newly installed Studio Chief Katzenberg even trimmed out three minutes of material that he thought was too dark, but in the end it still didn’t do well and it was even more embarrassing when something as crappy as The Care Bears Movie made more money.  The Black Cauldron was the last movie made on the Buena Vista lot as they animation unit was relocated to Glendale to work in a warehouse which many of the staff saw as a punishment and a sign of more bad things to come.

When Eisner and Katzenberg met with the staff to see what the next animated movie was, the communication between the two groups was poor due to their different backgrounds.  Eisner and Katzenberg were used to the film world that relied upon scripts to determine the viability of a project, while the Disney staff used storyboards to tell the story.  After three hours of looking at storyboards, Eisner and Katzenberg walked back to their office and agreed that they had no idea what it had all been about.  Nevertheless, they approved the project that would later be known as The Great Mouse Detective because as Katzenberg pointed out, the animators were getting paid whether they were working on something or not, so they might as well make the movie and Eisner agreed and the production was approved.  After learning a lesson from the previous movie, Disney kept The Great Mouse Detective a lot simpler and made it more family-friendly.  Although the animation unit weren’t happy that the Disney marketing team renamed the movie from Basil of Baker Street to The Great Mouse Detective, they were pleased that the success of the movie helped validate their continued existence as a unit.  The movie also helped them to advance their use of  CGI when it was used to realize the chase scene within the Big Ben clock-tower which helped prepare them for what would later be knows as “The Disney Renaissance,” starting with the next movie, The Little Mermaid.

After coming in second in the box office  to Don Bluth’s An American Tail and The Land Before Time, Disney decided to pull out all the stops and tried something new.  The Little Mermaid would be become a Broadway style show complete with several musical numbers and a theatrical polish.  Howard Ashman and Alan Menken were brought in to write the movie’s songs and a new winning formula was born.  The pair’s music combined with Disney’s animation would prove to become an unparalleled success. Throughout the ’90s, Disney dominated the box office with movies like Beauty and the Beast, Aladdin, The Lion King, Pocohontas, The Hunchback of Notre Dame, Hercules, Mulan, and ended the decade with the blockbuster Tarzan.  Throughout this golden era for the studio, media attention was lavished on the Disney management and animators alike.  The amazing success of these movies led to magazine covers, interviews, etc. that led to some infighting inside the company as some felt others were hogging the spotlight.  Whenever these clashes occurred, Disney’s President and Chief Operating Officer Frank Wells always stepped in to defuse the issues.  He was the only one with lack of agenda and enough diplomacy to keep everyone happy and when he died in a tragic helicopter crash in 1994, it was a loss not only to his family and co-workers but also the loss of the only person who could have kept the management team together.

After the death of Wells, Katzenberg began making it known that he expected to take his place as he felt that it had been promised to him long ago.  Eisner and Roy Disney were having their own power struggle too and Katzenberg’s demands make a bad situation even worse.  There’s a terribly uncomfortable moment in this film during the memorial for Frank Wells where Eisner, who was close friends with Wells, struggles with his emotions before introducing Disney.  Disney then took umbrage with how he had been introduced and complained about it during the service which prompted a visibly upset Eisner to return to the podium to sarcastically introduce Disney again.  In that instance, it clearly foreshadows the bitter fight in years to come between Disney and the man he picked to run the company.  Meanwhile, Katzenberg grew more and more frustrated with his situation which wasn’t being helped by newspaper articles proclaiming him to be the savior of Disney which he knew were going to cause a backlash against him within the studio.  Finally, after being told he would not get the position and being forced to resign by Eisner, he sued the company and later settled out of court for $250 million which he used to join Steven Spielberg and David Geffen to create a new studio called DreamWorks.

This film does an excellent job of allowing the viewers to feel like active participants in the unfolding drama by the choices it makes.  All of the footage has been taken from home movies taken by animator Randy Cartwright (against company policy) or through press interviews, or electronic press kits.  There are no current interviews displayed, only the voices of the event’s participants who graciously agreed to look back on what had happened.  Watching the changes within the company and seeing some well known talents come and go from the company is very interesting.  It’s funny to see a young Tim Burton before his rise to stardom and wild hair and sunglasses toiling away at a drawing board, or  the current Chief Creative Officer of Disney, John Lasseter (of Pixar fame) film Cartwright’s illegal home movies with glee.  The film also gives the viewer an idea of the impact that Howard Ashman and Alan Menken had on the process with their music and how much Ashman’s death affected the Disney crew.

It’s amazing to see these young animators fresh out of Cal-Arts at this point in their lives and to know how far so many of them have risen today.  Some of them are in Pixar, some are still working at Disney, and some have moved on to create their own production companies much like Don Hahn who directed this film.  My only complaint about this movie is that there’s no epilogue to this movie.  So much happened after the events in that movie that leaves the casual viewer with an unresolved story.  I don’t know if  a sequel is in the works or not but it would have been simple enough to add a brief resolution for the primary participants.  Since the movie didn’t cover this, I will take care of our loyal readers and provide you with the missing finale!


Michael Eisner eventually filled Well’s position with his friend Michael Ovitz (one of the founders of Creative Artists Agency) which lasted 14 months until his no fault termination allowed Ovitz to walk away with $38 million in cash and stock options worth $100 million.  This disaster infuriated the Disney shareholders who filed a lawsuit that wasn’t successful as the courts sided with Eisner and the Disney Board although the court later described Eisner’s behavior as falling “far short of what shareholders expect and demand from those entrusted with a fiduciary position.”  Roy Disney resigned from his positions as Disney vice chairman and chairman of Walt Disney Feature Animation and accused Eisner of incompetence as far as the management of the company, his handling of ABC, Pixar, and the theme parks, and for turning the Walt Disney Company into a “rapacious, soul-less” company.

He also demanded that Eisner establish a clear succession plan which he had previously refused to do.  Feeling ignored, Disney and his old partner Stanley Gold created a “Save Disney” campaign which resulted in 43% shareholder revolt that prevented Eisner from being re-elected to the Board.  On March 13, 2005, Michael Eisner announced he would resign from his position one year earlier than his contract was set to expire.  He left as promised and later had his own talk show and in CNBC and with his new investment company Tornante  and he’s bought into several online venture companies.  He was replaced successfully by Robert Iger who very quickly repaired the damaged relationship between Disney and Pixar.

Jeffrey Katzenberg went on to be a founder of DreamWorks which was eventually bought by his old home Paramount and DreamWorks was split into DreamWorks SKG Animation which he leads, and the other half of DreamWorks (with Spielberg) left Paramount and partnered with Disney.

Roy Disney rejoined Disney after Eisner announced his upcoming departure from the company.  His new title was Director Emeritus and Consultant.  As part of his return agreement, he shut down the Save Disney website.  On April 26, 2008 he died from stomach cancer a month away from his 80th birthday.

Disney’s fortunes took another hit and had another period of under-performing movies.  Combined with outside competition, the company offered more money to keep their animators from defecting but the end result was that it just made the movies cost even more to make.  Eventually, it was no longer feasible to continue in that fashion so the company had massive layoffs and reduced their animation employee pool to 600 people and closed animation facilities in Paris and Florida.  Seeing others companies like Pixar do well with CGI movies, Disney sold off their equipment and created a new facility to produce CGI movies starting with Dinosaur and followed by Chicken Little, Meet the Robinsons, and Bolt.

Because of the disagreements with Pixar, the studio also created the Circle 7  group that was intended to create sequels to past movies made by Pixar starting with Toy Story 3.  Once Robert Iger was put in charge, his purchase of Pixar ended the Circle 7 group which were either reassigned or let go.  New Chief Creative Officer John Lasseter and Robert Iger brought back traditional 2D animation with The Princess and the Frog but have continued producing CGI movies as well, with Tangled being the latest release.


For a DVD (with a 1.78:1 aspect ratio), this has a stellar picture.  Even the old footage looks pretty good and it gets better as time goes on.  With the exception of the old home movies, the colors are solid and flesh-tones are consistent, and there’s a nice level of detail too.  The black levels are a little washed out but not distractingly so.


The Dolby Digital 5.1 surround mix is decent but this isn’t really a movie that needs the complete surround experience which is good since it doesn’t really offer one.  This is a dialogue heavy movie so this is a front channel focused mix which is fine.  Dialogue is very clear and every once in a while there’s a movie clip that uses the other channels, but overall this is a documentary and this track is fine for what it is.

Special Features  

There’s around 84 minutes of special features which is nice since there was a lot of good material that didn’t make it into the movie. Here’s what you will find:

Why Wake Sleeping Beauty? – Hahn and Schneider talk about the impetus for the movie and the challenge of getting everyone to talk about it and to find the footage needed since Hahn made the decision not to do current on camera interviews.

Deleted Scenes –

  • Black Friday – A look at how the original Aladdin was scripted and why it was changed and how the loss of Aladdin’s mother and the song Howard wrote for it affected the animators and Howard.
  • Howard’s Lecture – The first meeting of Howard and the animators where he discusses his vision for The Little Mermaid and explains what he has in mind for the music.
  • Losing Howard – The Disney crew discuss the loss of Howard to AIDS and how it affected them and their movies.
  • Recoding “Part of Your World” – Howard and Jodi Benson (Ariel) discussing how the song should be sung.
  • Research Trips – The animators go to Paris and Africa to prepare and to get ideas for their upcoming movies.
  • To Sir With Love – A talk about how much Katzenberg was appreciated right before he left the company.

The Sailor, The Mountain Climber, The Artist, and The Poet – A touching tribute to Roy Disney, Frank Wells, Joe Ranft, and Howard Ashman.

Studio Tours – All of Randy Cartwright’s video tours throughout the years with his cameraman John Lasseter.

A Reunion – We learn that Kirk Wise and Rob Minkoff have known each other since junior high and still like to work together on each other’s projects.

Walt A fond look back at the original risk taker Walt Disney.  Hahn points out the similarities between the company during the ’30s and the ’80s and how the culture really doesn’t change.

Audio Commentary with Don Hahn and Peter Schneider – An informative commentary track that’s unique as alternate or interview material that wasn’t included in the movie is offered in this track along with their commentary.  It’s basically an alternate version of the movie.

Final Thoughts  

The joys, the lows, and the price for success are all captured by this amazing film and it’s a must see movie for any fan of Disney, animation, or even corporate culture because what happened at Disney could happen anywhere.  As Eisner says, “These stories are ubiquitous, they’re not just about Disney, they’re not just about bricks and mortar, but this story is emblematic of the human condition no matter where you are – if you’re in a college, or a university or an insurance company.”  What’s most fascinating to me is the cyclical pattern of upheaval that the company seems to go through.  The constant ups and downs and power struggles have been going on since the studio was formed and yet it is still going strong.  Perhaps this constant hardship and renewal keeps the company on it’s toes and actually benefits it in the long run.  There’s no doubt that despite whatever personal issues have come up during the company’s history, that every person did what they thought was best for the company in their own way.  It’s frankly amazing that the participants agreed to come back to tell their side of the story and that Disney was brave enough to fund and show this portrait of the company – warts and all.  It’s a fantastic movie and I highly recommend it!

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4 Responses to “Waking Sleeping Beauty (DVD Review)”

  1. Brian White

    Nice that Disney allowed themselves to be shown negatively at all. Shows class and sportsmanship! What’s the next Disney review Sean?

  2. Sean Ferguson

    Yeah they were good sports about the whole thing. It’s even more impressive that the people involved were willing to talk about it. All in all, this was a really interesting candid look at what happened during the “Disney Renaissance.”

    My next Disney review will be Walt & El Grupo and how Walt Disney became a US Goodwill Ambassador to South America before WWII.

  3. Kyle

    Great film, I had the pleasure of seeing it in theaters at the beginning of 2010. One of the best docs. of 2010 in my opinion.

  4. Sean Ferguson

    I agree with you. I hope they do a sequel that picks up where this one left off.