I am thirty-five years old, and I am visiting Disneyland for the first time. Walking down Main Street U.S.A., I feel like an interloper, like a slightly suaver Peter Lorre casting ominous shadows on childhood memories being recalled or created. Everyone is so damn happy. I shouldn't be here. But the fine folks at Disney are determined to evoke the history of their company in order to get myself and a small group of online journos excited about their return to hand-drawn animation with THE PRINCESS AND THE FROG, so here I am, prowling The Happiest Place On Earth in search of my inner nine-year-old - the one who never visited Disneyland. Later (after lunch at the ultra-exclusive Club 33), we'll be whisked off to Glendale for a tour of the Disney Archives, which houses sixty million pieces of original production art (dating back to 1928's "Steamboat Willie"). And then we'll conclude our trip at Walt Disney Animation, where we'll interview directors Ron Clements and John Musker after checking out select scenes from THE PRINCESS AND THE FROG. But first, the park...

Mr. Beaks Does Disneyland

(Left to right: Bill Desowitz, Beaks, Peter Sciretta, Alex Billington, George "El Guapo" Roush, Lizerne Guitling. The Penitent Man: Todd Gilchrist)

Next time you go to Disneyland, I highly recommend that you arrive with an employee of Walt Disney Studios' publicity. Make sure you use the back entrance (which drops you off close to Space Mountain), and don't forget to flag down one of the park's hyper-knowledgeable tour guides. This way, you'll learn damn near everything about the conception and construction of Disneyland and get to ditch in line on every ride all day long. Trust me, the contemptuous glare you'll get from a father of five who's been baking in the Anaheim sun for two full hours waiting to get tossed around for maybe four minutes on The Indiana Jones Adventure - while you just waltzed in with your own personal tour guide - is incredibly worth it. Walt Disney famously came up with the idea for Disneyland while watching his kids ride the Merry-Go-Round at Griffith Park. He wanted to create a place where families could escape their dreary suburban existence and experience the magic of his films firsthand - as well as cough up loads of money on concessions and souvenirs. Though I'm a terrible cynic when it comes to stuff like this, you don't have to walk very far into Disneyland to sense the genius of Uncle Walt. The forced perspective used to lend scale to the storefronts and Sleeping Beauty's Castle makes the park seem literally larger than life, while the absence of watering holes for bored parents ensures one's experience won't be tainted by dad trying to board the Black Pearl. Once you acclimate yourself to the rampant consumerism and the galling sight of able-bodied adults navigating the park on scooters WALL-E-style (not a widespread phenomenon, but frequent enough to cause alarm), the innocence of Walt's world view ultimately wins you over. And it only takes a go-round on Space Mountain (tricked out with the spooky Ghost Galaxy overlay for Halloween) or a jerky jaunt through The Indiana Jones Adventure to remind you why adults keep coming back to Disneyland: these are some of the most inventively designed rides in the world. Even the synergistic addition of Johnny Depp, Bill Nighy and Hans Zimmer's music to The Pirates of the Caribbean can't detract from the elaborateness of the Imagineers' original vision (though, strangely, Eddie Murphy is nowhere to be found in The Haunted Mansion). But, again, I was in a bit of a bubble during my visit, what with being led around the park by a cheerful tour guide named Dean (easily the most likable Disney-phile I've ever met), avoiding lines, nosing around the posh Dream Suite (where VIP guests can spend the night right next to the Pirates of the Caribbean), and dining at Club 33 (membership runs a paltry $10,000). The next time I drop in on Disneyland, I'll almost certainly have to rub elbows with the great unwashed - and won't that be a kick in the Grumpies.

Infiltrating The Walt Disney Archives

Speaking of Grumpy, did you know he was almost joined by a little fella named Deafy in Walt Disney's 1937 classic SNOW WHITE AND THE SEVEN DWARFS? I mean, I've heard of Awful, Biggy, Blabby, Dirty, Gabby, Gaspy, Gloomy, Hoppy, Hotsy, Jaunty, Jumpy, Nifty and Shifty (thanks, IMDb!), but Deafy? And he must've been close to making the final cut, too, because the sketch I saw included the rest of the well-known Dwarfs, save for Dopey - which gives you an idea of what Walt Disney though about the hearing impaired. This is just one of the many pieces of trivia I accumulated during a tour of The Walt Disney Archives, which is housed in a nondescript office building somewhere in Glendale. And while I quite enjoyed my first-ever visit to Disneyland earlier in the day, this was the absolute highlight of the press event. I can crawl down the I-5 to Anaheim whenever I want; gazing upon original, seventy-something-year-old pencil sketches of Snow White (as she utters the line "Maybe you know where I can stay")... that's not quite as accessible. The Archive isn't the most dynamically-designed office space on Earth; in fact, if you walked in without any knowledge about the place, you'd probably think it was just some insignificant adjunct to the studio. It's not. Socked away in a drab, chilly file room is a treasure trove of sketches and layouts and backgrounds that essentially charts the eighty-plus-year history of American feature animation. Scanning the titles lining the shelves (VICTORY THROUGH AIR POWER, THE THREE CABALLEROS, SO DEAR TO MY HEART), I desperately wanted to throw on a coat ('cuz it really is cold in there), don a pair of white cloth gloves (a necessity when handling these items) and not emerge until I'd pored over every last piece of artwork for stuff like "Education for Death", "Der Fuehrer's Face", "Donald Gets Drafted" and an innocuous little film called SONG OF THE SOUTH (which yet lives on Splash Mountain). For those of you who'd love to sift through the Archives, the good news is that its contents will ultimately be available online (currently being scanned and sorted by the staff). While that's great and all, there's just no substitute for getting to see this stuff up close with your own eyes. I want to go back right now.

Clements And Musker And THE PRINCESS AND THE FROG

Having skimmed through the history of Disney feature animation for a tantalizingly brief hour or so, it was now time to head back to Burbank to check out four scenes from the film that will hopefully usher in a new era of hand-drawn animation at the studio, THE PRINCESS AND THE FROG. Directed by Ron Clements and John Musker, the duo that saved Disney's struggling animation unit twenty years ago with THE LITTLE MERMAID, THE PRINCESS AND THE FROG is a New Orleans-based retelling of the classic Grimm fairy tale "The Frog Prince" - and it promises to be more of a return to the Katzenberg way of doing things than an homage to Disney's Golden Age. Crafted by a dream team of veteran character animators (with some talented young upstarts thrown in to freshen up the 1990s style), it's essentially a big movie musical in the vein of BEAUTY AND THE BEAST and ALADDIN (the latter being Clements and Musker's other major smash). And while it's impossible to judge the film's overall quality from a handful of scenes, I'm definitely impressed by what I've seen so far.

The first sequence shown to us was the introduction to the tale's villain, Dr. Facilier (voiced by Keith David), a voodoo-practicing con man who tries to lighten hero Prince Naveen's wallet by claiming (in song, of course) to have "Friends on the Other Side". This lively Randy Newman-penned tune - which will make a fine show-stopper when/if the movie gets its Broadway spinoff - is backed up by some rather clever animation that finds Facilier's shadow accompanying its flesh-and-blood counterpart with a variety of snazzy dance moves. This was followed by the scene in which Naveen - transformed into a frog thanks to Facilier - first encounters Princess Tiana, the strong-willed heroine who believes her dreams will come true through hard work. Naveen would like Tiana to kiss him in order to break Facilier's curse; Tiana, predictably, wants nothing to do with smooching a slimy amphibian. It's a meet-cute scene that ends with Tiana reluctantly planting one on Naveen - and getting turned into a frog for her trouble.

The third scene added goofy sidekicks Louis the alligator and Ray the lightning bug into the mix. Louis is a gifted trumpeter whose efforts to join a human jazz combo have thus far ended disastrously (his would-be collaborators can't be convinced he won't go gator on them); Ray is a cajun eccentric who helps Naveen and Tiana untie their elastic frog tongues after an unfortunate fly-catching accident. Both of these characters should be big hits with kids, but I'd be lying if I said they were anywhere near as memorable as Sebastian, Lumiere or the Genie. The final scene found the gang linking up with Mama Odie (Jenifer Lewis), the voodoo priestess who Naveen and Tiana hope will undo their curse. Odie's prepared to help, but she informs the kids that "Unless you understand what you need, you won't get what you want." Then she launches into the gospel-infused "Dig a Little Deeper". Toes tap, spirits soar, and the curtain (presumably) falls on the second act. Once the clips were finished, we headed down to a conference room to lob questions at Clements and Musker about their first Disney production since 2002's TREASURE PLANET. Here are some of the highlights from our chat:

On the genesis of THE PRINCESS AND THE FROG

Ron Clements: The history of this project is a little more complicated than some movies, but obviously this is very loosely based on the... Grimm fairy tale "The Frog Prince", which is a very short little story. Disney has actually been trying to do something with that story for years and years, going all the way back to the time of 'Beauty and the Beast'. More recently, in... I think it was 2003, Disney bought the rights to a children's book called 'The Frog Princess' by an author named E.D. Baker and in that story it was basically a kind of fairy tale with a twist. In that story the princess kissed the frog, and instead of him turning into a prince she turned into a frog. Then the two sort of went on an adventure together. It doesn't really bear a lot of resemblance to our movie except for that basic thing which was within that. And then Disney explored - in the earlier part of this decade, I think - versions of that with some writers and some treatments. Musker: Parallel to that, Pixar had been exploring 'The Frog Princess' as a possible CG film. At first it was set in Chicago in the 1930s. And then I think John Lasseter suggested that they set it in New Orleans because... it's his favorite city. And being frogs and all of that made him say, "Why don't you set this in New Orleans? It's a great locale and a cool place." So they started developing the idea in New Orleans. Clements: Their story wasn't really a fairy tale. At one point it was about a rock star. Musker: Because [Lasseter] said "We don't do fairy tales." Clements: (Laughs) It wasn't a fairy tale and it wasn't a musical. But it did have some elements [in common]. It had voodoo in it. When we got involved... we were gone from Disney for just for about six months. Then John Lasseter and Ed Catmull came to Disney and became in charge of Disney animation, and they sort of invited us back. We've known John for years and years and years. Musker: I went to school with John Lasseter at Cal Arts. I was in the same class in '75. It was Brad Bird and John and I and various people. Clements: Tim Burton was one year down.

On ushering in the new era of hand-drawn animation at Disney:

Musker: Certainly it was odd to start it up again because they kind of mothballed the CAPS system, which is what we used… Clements: Although [THE LAST MERMAID] was the last film done with cels, the sort of traditional way. Every movie up to that point, the drawings were... Xeroxed onto celluloid, painted on the back and then filmed over painted backgrounds. And then Rescuers Down Under, which was the next film, was the first film to use the CAPS system, which was digital ink-and-paint, and everything was composited. That continued until things kind of went away. Musker: Then when 2-D went away [at Disney], they kind of mothballed CAPS - and CAPS had been kind of band-aided and paper-clipped together. So we used a system on this film called Harmony, which is a product from a Canadian company called Toon Boom. We did something on this which we hadn't done on any of the films previous, which is, in effect - and it sounds like a simple thing but it really helped us to get richer sort of colors and more interactive backgrounds and characters - but our characters were painted almost in a neutral light before we picked the color they would be in a scene. This is not the way that we ever did it before. Before... with a scene that was okay to go to color, we'd have color models who would take a frame of the film and would paint the characters from the scene, and they would say, "That's what they're going to look like over those backgrounds." Then it would go off and be painted and come back - whether or not it was by hand or, in this case, on the computer. We'd get it, and that's sort of what we lived with rather than dialing it up or down in color timing. Now, with this new system, the character is painted in these sort of neutral colors, and then, in our color model area, they can take those characters and adjust them for that background, and we can play it back in real time and see, "This is the way that character looks in that environment." We can actually play the scene as you'd see it on the screen. They can do all sorts of things interactively with that. They call it gradiance, where they can make the character brighter or darker. Clements: Almost like a painter would do. Musker: Yeah. Very painterly. Clements: I would say the mandate on this film, even when we started, and that came from John Lasseter, was to aim high. In every area there was animation, color, layout, backgrounds, and f/x. It wasn't so much doing something completely different than what we'd done before, but just to do it as well as it could possibly be done. I think that everyone really strived in all of their areas to really reach as far as possible. Musker: There are two things that we did at John Lasseter's behest. One thing that they do up at Pixar is... they use animatics. We've always had story reels, which are basically the film storyboard drawings, and you play the tracks and that sort of thing; then we'd go into layout which is where you'd decide where the cuts happen. Clements: The storyboards at Disney weren't really about staging. They were just about story and character, and not really worrying too much about the actual staging of the movie. Layout is where, from a cinematic standpoint, you go in and figure out exactly where you're going to put the camera - from cut to cut, how long the shot is going to be. Musker: On THE LITTLE MERMAID and ALADDIN... we had what we called "work books", where they would just do little thumbnails and say, "Okay, here's a pan shot. We're going to use that there. We're going to be on a close-up." Clements: It would go to animation, and it wouldn't really be seen on film until the animation was done. Musker: So what John wanted us to do was... the more interactive thing like they do at Pixar, in that they have a reel where they block out the action, timed just the way the scene would be. In other words, even though the characters are not animated, they're like rolling figures in the Pixar world. There's Woody and Buzz, and they're going to walk from here to here, and the scene is actually going to take two seconds and yadda yadda. They do these wire frame models that sort of block out that scene, so you get a feeling of the cutting even though there's no animation there. We hadn't really done that in our process. Clements: So we had this new innovation which we called the "layout animatics". We actually put it on film where we could watch it like a movie that goes beyond the story reels. There's still no animation, but it really feels much more like a movie because all the cutting is there and all the editing is there; the characters are still drawings, but the camera is moving. The lighting is there. It gives you a chance really to see the movie in a much more realized form before the animation is actually done. I would just say that there were a lot of benefits that came out of that.

On bringing together a team of veteran and rookie animators:

Clements: One of the really great things in terms of this movie was the opportunity to put a dream cast together, which couldn't have been done ten years ago because when hand drawn animation was at it's peak, everyone was getting spread pretty far around. Dreamworks was doing hand drawn animation, and other studios were doing it as well. And Disney split up it's own staff so that multiple productions were going on at the same time. No one worked on the same movie. You'd get a certain amount of really good animators, and the other animators would be off doing another movie. On this one, we were, with a few exceptions, able to get just about everybody that we wanted to get, partly because there were no other big hand-drawn features being done anywhere else. And even though many of the people were very successful doing this - most people made the transition and were working in digital animation or doing something else - I think that everyone who worked in this kind of art form really wanted to return to it. They missed it. So we got kind of a dream staff in terms of animators. We had a great crew. Musker: We had people like Andreas Deja, whom we'd worked with before. But then we had a great animator like Bruce Smith, who we'd never worked with before, but who was a veteran and brought so much to the character of Facilier. Clements: And Mark Henn, who at one time had relocated to Florida. He didn't work on films down here for a while. [He did Princess Tiana.] Musker: He was in charge of her and the principle animation of her. But then, as you say, we got newcomers, too. We got people like Hyun Min Lee who worked with Art Goldberg and was a student right out of Cal Arts; he had been in Jules Engles's film graphics program. He's a wonderful character animator. Some of these people in their twenties... it was great that they were working alongside some of these veterans who were in their fifties. They really took to it. And it was great to see people embrace this who might otherwise have gone a different direction.

On the future of hand-drawn animation at Disney:

Clements: [The plan is for] every two or three years, which I think everyone would be happy with. I think it makes it more special. For a while, I think there was a period there where there were two a year coming out. For this kind of film, it's really hard to maintain that, and it doesn't really seem necessary. It makes the films more special.

On whether they have ideas for more films:

Musker: We do actually have an idea for another hand drawn film that we want to do after this.

Clements: And there's another hand-drawn film going on that we're not involved with. Even from the start... John and Ed, when we talked about bringing 2-D back, it was never talked about like, "Well, lets try it and see what happens, and then go from there." They were like, "We feel that Disney should be doing this. We want to bring it back and we want to continue to do it." Musker: And obviously if this comes out and doesn't do well, there will be whatever pressures of some order to reconsider that possibly. But I think that John and Ed are very dedicated to it. Clements: But not instead of digital. I think the plan is that Disney would do both, and maybe be the only studio that does both.

On whether their next film will be a musical:

Musker: That's under discussion. We love musicals, but some people are like, "I hate musicals." We are among the people who like them. But it's not a sure thing. We've got some projects cooking that are non-musicals and some that are. Clements: But musicals are very fun to do. Certainly, animation and music seem to go together as if they were made for each other. It's fun doing a musical.

THE PRINCESS AND THE FROG opens in New York City and Los Angeles on November 25th. It will go wide two weeks later on December 11th. Thanks to the gang at Disney for hauling my ass all over Los Angeles two weeks ago. Faithfully submitted, Mr. Beaks