How ‘The Lion King’ codirector, a drag queen, and one of Disney’s greatest animators helped bring ‘The Little Mermaid’ villain to life

Ursula from

caption
Ursula from “The Little Mermaid” wasn’t always an octopus.
source
Walt Disney Animation

  • Ursula is one of Disney’s most iconic villains and the character took years to get just right.
  • “The Little Mermaid” codirector, Ron Clements, walks INSIDER through early sketches and concept art for the sea witch by legendary Disney animators, including Glen Keane and even “The Lion King” codirector, Rob Minkoff.
  • One of Minkoff’s drawings inspired animators to make the character look more like the drag queen Divine, who starred in “Hairspray.”
  • Minkoff used footage from a 1959 Disney Nature movie with an octopus to help imagine the movement of the character.
  • Keane, and then Minkoff, were originally going to animate the villain. Ursula was ultimately animated by longtime Disney animator, Ruben Aquino.
  • Joan Collins, Patti Labelle, and eventual voice actress Pat Carroll all inspired the look of Ursula as well.
  • Visit INSIDER’s homepage for more stories.

Disney is celebrating the 30th anniversary of “The Little Mermaid.”

The 1989 film, about a young mermaid, Ariel, who longs to walk on land, is one of many animated classics Disney is remaking for a new generation. The Oscar-winning film also introduced us to one of Disney’s most celebrated and beloved villains, the sea witch Ursula who steals the mermaid’s voice.

While we recognize her as an octopus, it took a long time for her to have the look we’re so familiar with.

Over the course of about four years, starting in 1985, it took many animators and character designers to bring the character to life. Future “Lion King” codirector, Rob Minkoff, “Frozen” codirector Chris Buck, and legendary Disney animator, Glen Keane, all played a part in bringing Ursula to life.

“It’s incredible the evolution that this particular character design went through, possibly more than any that I know of,” “The Little Mermaid” codirector Ron Clements told INSIDER while discussing the anniversary of the animated movie earlier this year.

And Clements has seen a lot through more than 40 years with the Mouse House, working on movies from “The Rescuers” and “Aladdin” all the way to “Moana.”

Clements walked INSIDER through several key sketches and pieces of concept art for Ursula who went from looking like a fish to an octopus inspired by a drag queen. With the help of Clements and the Disney Animation Research Library, INSIDER has put together the artwork in the order produced as best as we can source.

Before we see the studio’s new take on the story with Halle Bailey as the lead, learn how Ursula came to life.

The idea was for Ursula to always have a half-human look. Getting the bottom was trickier.

An unnamed Disney Studio Artist sketched this early drawing of Ursula.

caption
An unnamed Disney Studio Artist sketched this early drawing of Ursula.
source
Disney Studio Artist/Courtesy Walt Disney Animation

“Wth Ursula, we always thought that the top half would be some version of a human villainess woman, but the bottom half there’s so many different things that we tried,” said Clements of early iterations of the character.

What did they try?

Before Ursula was the half human/half octopus we recognize now, her original design was inspired by many different undersea creatures.

“There were so many versions early on. There was a manta ray version, and [animator] Ruben Aquino, who actually ended up doing the final design and the final animation of Ursula, did some early ones too. I think he did some of the manta ray ones.”

But there was one artist Clements said did a lot of the earlier drawings, Bruce Morris, who worked as a story artist on “Finding Nemo” and “The Princess and the Frog.”

“Bruce did do some of the very early takes of Ursula, and he had a lion fish or scorpion fish and pufferfish, but those were some of the things that he explored early on,” said Clements.

According to Disney’s Animation Research Library, animator Dan Haskett, who designed Ariel and Belle in “Beauty and the Beast,” also did a variety of early looks at Ursula, some of which were inspired by singer Patti LaBelle where the character’s hair looked almost like fins.

Some of the early works are very pretty, like this one done in red below by an unnamed Disney Studio artist. But the directors were careful not to make Ursula too glamorous.

An unnamed Disney Studio Artist sketched this early drawing of Ursula. We love how much this sketch feels like an ice queen.

caption
An unnamed Disney Studio Artist sketched this early drawing of Ursula. We love how much this sketch feels like an ice queen.
source
Disney Studio Artist/Courtesy Walt Disney Animation

“[Codirector] John Musker and myself didn’t want to go too beautiful because in the story she was going to transform into sort of a beautiful maiden, Vanessa, so we wanted to have contrast from the way her non-transformation looked and then what she transformed into,” said Clements of coming up with the right look.

Read more: Disney animators still ask to see artwork from a legendary ‘Cinderella’ artist to inspire today’s movies

Just because the sketch above didn’t influence Ursula doesn’t mean it didn’t have value elsewhere. It reminded us of early concept for Elsa in “Frozen” where the character was originally a villain.

The

caption
The “Frozen” sketch on the right, by Bill Schwab, shows one of Elsa’s original looks with darker black hair when she was a villain. The sketches appear in the Disney Animation app.
source
Courtesy Disney Animation app

“There definitely is a connection there,” said Clements of the comparison between the early Ursula sketch and “Frozen.” “I know even Elsa, there were early takes that she was not the sister of Anna. She was more of a traditional villainess in the movie, and so there was a lot of evolution with that, too.”

Managing director of Disney’s Animation Research Library, Mary Walsh, recently told INSIDER it’s common for artists to go back and look at artwork from older films to inspire new ones. “Frozen,” based on the Hans Christian Andersen story “The Snow Queen,” is a story Disney tried adapting as far back as the 1930s and ’40s. Clements mentioned Chris Buck, who later went on to codirect “Frozen,” designed an early look at Ursula as well.

An early sketch of Ursula by codirector John Musker. As Clements noted, Musker's early drawing actually had a lot of Ursula's character in it, but she's not an octopus. This one reminds us a bit of Roz from 2001's

caption
An early sketch of Ursula by codirector John Musker. As Clements noted, Musker’s early drawing actually had a lot of Ursula’s character in it, but she’s not an octopus. This one reminds us a bit of Roz from 2001’s “Monsters Inc.”
source
John Musker / Courtesy Walt Disney Animation

‘The Lion King’ codirector, Rob Minkoff, draws ‘The Miami Beach Matron’ and the influence of Divine

Years before 1994’s “The Lion King,” codirector Rob Minkoff did a few key Ursula designs which helped inform the character’s direction and personality.

“There was one key Minkoff drawing, where it was just a drawing where [Ursula] looked like a Miami Beach matron. [Lyricist] Howard Ashman liked that. We liked that. That was a key one,” said Clements.

Rob Minkoff's drawing of Ursula shows her as the beach maven.

caption
Rob Minkoff’s drawing of Ursula shows her as the beach maven.
source
Rob Minkoff/Courtesy Walt Disney Animation

Ashman wrote the lyrics for “The Little Mermaid,” “Beauty and the Beast,” and “Aladdin” before his death at the age of 40.

Read more: The true story of the man who wrote all your favorite songs in ‘Beauty and the Beast’

“Howard said, ‘This is great. She looks like a Miami Beach Matron.’ And we got into a whole thing about Divine,” said “The Little Mermaid” codirector John Musker on the audio commentary for movie’s recent signature collection release.

The Baltimore-born drag queen, who had starred in 1988’s “Hairspray” as Edna Turnblad, became a big source of inspiration for the sea witch.

Divine in December 1985.

caption
Divine in December 1985.
source
Adam Scull/MediaPunch/IPx

“Some of the early development art that Rob was doing and others were doing, was really trying to get some of Divine’s big, campy, overweight diva, get that into the witch. And so there are still vestiges of it in the witch,” said Musker.

Another design by Rob Minkoff envisions Ursula as

caption
Another design by Rob Minkoff envisions Ursula as “I Dream of Jeannie.”
source
Rob Minkoff/Courtesy Walt Disney Animation

A Disney Animation representative told INSIDER that John Musker played more with Minkoff’s Divine-inspired version of the villainess. Animators Kevin Lima (“Enchanted” director) and Glen Keane took the design even further in the Divine direction, giving her a mohawk hairstyle similar to the star in “Pink Flamingos.”

It’s not tough to see the influences of Divine in the final character. Ursula’s hair, wide smile, her big personality, and the way she carries herself all appear to be references toward the performer.

A look at Ursula next to Divine in a performance for

caption
A look at Ursula next to Divine in a performance for “You Think You’re a Man.”
source
Disney, YouTube

Ursula gets her sea legs

Finally, it was Matthew O’Callaghan, a storyboard artist on the movie, who was the first artist to envision Ursula as an octopus and they knew they had a winner.

“It was, I think, Matt’s idea to do her as an octopus and that was an idea that registered very strongly when he came up with that,” said Clements.

“There seemed like there was so much potential in the way those coils could move,” he added of the octopus design.

Ursula started to take shape in O'Callaghan's sketch.

caption
Ursula started to take shape in O’Callaghan’s sketch.
source
Matthew O’Callaghan/Courtesy of Walt Disney Animation

Chris Buck helped refine the design to what we know today. A representative for Disney Animation told INSIDER Buck gave Ursula’s hair the coiffure she has in the film.

Ursula's hair has a brilliant little flip to it.

caption
Ursula’s hair has a brilliant little flip to it.
source
Disney

Legendary Disney artist Glen Keane was originally going to animate Ursula

“The original idea was that Glen was going to animate Ursula,” said Clements of the legendary Disney animator who also went on to animate “Beauty and the Beast,” “Aladdin,” “Pocahontas,” and “Tangled.” “We thought he would be good for Ursula.”

Clements said Keane's take on the villain is

caption
Clements said Keane’s take on the villain is “pretty extreme,” estimating it was done as least two or two-and-a-half years before the film’s release.
source
Glen Keane/Courtesy of Walt Disney Animation

Keane seemed like the perfect choice. He had previously done the artwork for Professor Ratigan, the villain in Clements’ previous Disney movie, 1986’s “The Great Mouse Detective.”

However, Keane was really passionate about working on the lead mermaid.

“When he heard ‘Part of Your World’ for the first time, which was the first song written for the movie by Howard [Ashman] and Alan [Menken], I think when Glen heard that song he felt, ‘I’ve got to animate that song,'” said Clements of why Keane didn’t animate the popular Disney villain.

Glen Keane wanted to animate Ariel in

caption
Glen Keane wanted to animate Ariel in “Part of Your World.”
source
Disney

Read more: ‘The Little Mermaid’s’ iconic song ‘Part of Your World’ would have been cut from the movie if a top Disney boss had his way

In 2017, Keane told James Corden his favorite Disney character he ever worked on was Ariel.

With Keane animating Ariel, ‘The Lion King’ codirector was going to take over animating Ursula.

Rob Minkoff, on the left, is seen at a panel for

caption
Rob Minkoff, on the left, is seen at a panel for “The Lion King” at D23 Expo in 2017.
source
Courtesy of Disney

“Rob Minkoff was going to animate Ursula after Glen decided that he would rather do Ariel,” said Clements.

Minkoff had done some early animation for the character so it made sense. He also performed a test using an old Disney movie which helped the team nail down the octopus design of the character.

“It was actually [executive] Roy Disney’s idea, but we took some footage of an octopus from one of the old Disney Nature films [1959’s] ‘Mysteries of the Deep.‘ There was footage in there of an octopus that almost, the way it was ambling across the water, almost looked like it was walking,” said Clements.

“Rob actually animated an upper Ursula on top of the live-action [footage] of the octopus,” Clements added. “It really had a very creepy but a very, very cool feeling.”

But Minkoff didn’t wind up animating the character either. He ended up leaving the movie to work on another Disney project.

“Minkoff then, he backed out because he went on to direct, a ‘Roger Rabbit’ short,” said Clements, speaking of 1990’s “Roller Coaster Rabbit.”

Filipino-Japanese-American animator Ruben Aquino took over animating Ursula

According to Clements, Aquino was originally supposed to work on King Triton, but then was reassigned Ursula. The former Disney animator had done some early designs on the character.

“I think he was thrilled about [it]. I think it’s one of the most fun characters he’s animated,” said Clements of Aquino’s work. “We had reservations about Aquino doing Ursula because if you’ve ever met the guy he’s so quiet and kind of timid and a little bit, say, very low-key, very inhibited. This other side of him came out in the animation.”

A sketch from Ruben Aquino and John Musker shows an almost final look at Ursula.

caption
A sketch from Ruben Aquino and John Musker shows an almost final look at Ursula.
source
Ruben Aquino, John Musker/Courtesy Walt Disney Animation

According to “The Little Mermaid” audio commentary, Musker says Aquino did 98% of the Disney villain that you see in the final film.

Ursula convinces Ariel to give up her voice.

caption
Ursula convinces Ariel to give up her voice.
source
Disney

Aquino continued to work at Disney on “Beauty and the Beast,” “Mulan,” “Tarzan,” and “Frozen” until he was laid off from the company in 2013 along with other veteran animators who worked on hand-drawn animated features.

The long process to find Ursula’s voice

Clements said while writing the script, both he and Musker envisioned Beatrice Arthur as the character. Ashman was a big fan of “Dynasty,” which ran from 1981 until 1989, and considered Joan Collins for the part.

“Howard really saw Joan Collins [as Ursula],” said Clements. “I think John somewhat did. In terms of his writing, he was picturing Joan Collins. I think Howard, because of the Joan Collins thing, saw Ursula maybe as a little more beautiful.”

The search to find the perfect voice for the sea witch wasn’t that easy. There ended up being two separate rounds of auditioning that took about a year. “We did audition many actresses. We would have brought in Beatrice Arthur even without auditioning her. But for whatever reason, we could not even get a meeting with her,” said Clements of the “Golden Girls” actress.

“We heard her agent was upset that we somehow envisioned her as a witch,” he added. “I don’t know if she ever even knew we were interested, but animated films were not a big draw for star actors at that time.” Some of the actresses and comedians who were in the running were New York stage actress Elaine Stritch and Charlotte Rae, but neither of them ended up being the right fit. Clements said Ashman had very strong feelings about Ursula and how she should be played.

“Pat Carroll came in on that second round. For whatever reason, she didn’t come in on the first round,” said Clements, and they knew they found the voice they were looking for. “She sort of was Ursula, became Ursula.”

Pat Caroll speaks with Disney Parks about Ursula.

caption
Pat Caroll speaks with Disney Parks about Ursula.
source
DisneyParks

Clements said Carroll was cast in the role before Ursula’s final design was set and she helped influence the final look.

“There are some drawings that are more Joan Collins-like. I don’t know if anyone drew Beatrice Arthur-type drawings,” said of some concept art for the character. “But Pat Carroll, I think, there’s a quality that once we had the voice, that also influenced the final design that Ruben Aquino brought into [Ursula].”

The Walt Disney signature collection edition of “The Little Mermaid” is available now on Blu-ray, DVD, and digital HD.