The Pencil Test

What’s a pencil test? Do they still practice that ancient ritual? The pencil test was a rite of passage for young artists back in animations old days. If you were a young man or woman aspiring to become an animator at the Walt Disney Studios, the dreaded pencil test was something you knew you’d face one day. After you labored on your animation test, you packed up your drawings and exposure sheet and sent the test to Camera. The humble, lackluster drawings would be photographed by a Disney professional cameraman and the resulting footage would be sent to the lab for overnight processing. When you arrived at work the next day, Johnny Bond (Disney animation’s all around guy) would deliver your animation scene along with a processed loop of 35mm motion picture film. You’ll probably have to wander the hallways for a Moviola not in use. (you are not important enough to have your own) Once the film is threaded in the Moviola, you push the foot peddle. The ancient, mechanical “Steam Punk” device begins to whirr and clatter to a start. First, a slate appears onscreen with your name prominently displayed. This is quickly followed by your animation scene, which in all likelihood, sucks.

Listen to this very important rule of animated life. Before you are great, you probably suck. Before your work is good, it is usually very, very bad. That’s the process, and that’s what the pencil test is for. It’s so you can see with your own eyes just how very bad you are. However, be of good cheer because it’s going to get better. Yes, you are going to become an animator, and the pencil test is one of the ways this will be accomplished. Before I go further, let me share my first animation pencil test at the Walt Disney Studios. After receiving my first strip of 35mm film from Camera, I was shown upstairs to a directors unit where a Moviola was available. As my test was being threaded up, I noticed that the director in the next room was one of Disney’s legendary animators. This was a guy whose work I had long admired, and here he was standing nearby. Suddenly, the Moviola clattered to a start and my animation appeared onscreen. I looked at the scene in abject horror. Everything about the animation was terrible. The staging was poor and the drawing was worse. Finally, what truly hurt the most was my animation timing. Nothing moved as it should, and the scene was an unmitigated disaster. However, it gets worse. Looking over my shoulder was the veteran Walt Disney animator whose work I had long admired. The animator said not a word, but turned and walked away. Needless to say, I was humiliated.

As the years began to move swiftly past like a scene on ones, my many sketches and pencil tests began to bear fruit. Slowly but surely, I was beginning to feel more confident as a tyro animator, and I had overcome my fear of facing a blank sheet of paper. My breakthrough moment came while watching a dialogue scene I had animated. Onscreen, a handsome prince turns to his princess, smiles and reassures her. Suddenly, magic happened. The prince was alive as he turned and spoke confidently to his love. For the first time I could finally say to myself, “I animated that scene. I’m an animator!” In spite of my elation, animation jobs were still tough to come by in the early sixties. Aspiring animators like myself could hardly be encouraged when we saw veteran animators such as Don Lusk and George Nicholas being shown the door at Disney. While there was little chance of making animator at the Mouse House, young animation hopefuls like myself found work in the small commercial houses and the cartoon factories providing lackluster animation for the growing television market. Yet, there were still gems among the dreck. Getting to animate educational spots for shows like, “Sesame Street” was a true joy.

Suddenly, a technological breakthrough impacted the cartoon business when a modified television camera and recorder changed the Pencil Test forever. No longer dependent on motion picture film, the animator could videotape sketches and see his or her animation played back immediately. No longer would the animator have to wait 24 hours to see the result of their hard work. The scene they had just animated could be played back for an instant review on a cool device called, Lyon-Lamb. It appeared the humble pencil test had made a quantum leap forward and things would never be the same. By the early nineties, analog tech was replaced by digital, and the Moviola, along with the more advanced “Flatbeds,” were soon retired. Today’s animators, whether working hand drawn or digital, continue to pencil test their work. Animated scenes, created with pencil and paper, stop motion or digital still require testing. An animated scene often has many iterations, and it’s how we beta test our work. More important, it’s how we learn and grow.

Whether you’re an aspiring art student or a veteran Disney Master, I’m sure the pencil test continues to be an important part of your creative process. Much like live-action’s dailies, the pencil test allows us to monitor our work and see where we’re falling short. On occasion, there’s pure elation as a bit of animation looks truly marvelous onscreen. I’m reminded of my old boss, Milt Kahl laughing his ass off while watching the Mad Madam Mim back when we were making, The Sword in the Stone.” I’d never seen an animator enjoy his work so much. However, the Pencil Test is not the end of the journey, it’s merely the beginning. Perhaps one day you’ll enjoy your own pencil tests as much as Milt Kahl.

The Animator. He’ll soon see his animation come alive on the pencil test.

The Animator. He’ll soon see his animation come alive on the pencil test.

Black Crows and Other PC Nonsense

Stop for a moment and enjoy these iconic animated characters doing their cool, jazzy shuffle. Back in the forties, African American dancers were hired by the Walt Disney Studios to provide visual reference for the Disney animators. The result is some of the finest, funniest cartoon animation you’ll ever see in a Walt Disney animated motion picture.

I’m sure you already know the movie I’m referring to. It’s a genuine Disney animated classic and it’s already been seen by generations of dedicated fans around the globe. The movie is quintessential Disney with a plot line that will tug at your heart and put a smile on your face. Add a few jazzy tunes and it’s knock down, drag out funny. Of course, it showcases a brand of humor you could never get away today. Drunken clowns, an acid trip of a dream and a host of black crows singing scat. It’s every marvelous thing we can’t do today and we’re all the poorer for it. Walt Disney’s “Dumbo” is the kind of movie you’ll watch and rewatch as I did when I was a kid. If you’re anything like me, you’ll keep saying to yourself, I can’t believe this movie is so damn good.

Some years ago, I had the opportunity to spend a Saturday afternoon in nearby Highland Park with Disney Legend, Ward Kimball. Among the many things we spoke about was the jazzy crow sequence in the movie, “Dumbo.” Kimball’s comments were laconic and insightful. He spoke in a measured cadence that was characteristically Kimball as he took me back to the early forties when a very young Walt Disney was busy bringing the animated classic to the screen. Kimball was the animation director, and was determined to make the film’s third act the most entertaining. Inspired by the black entertainers of the early forties, and fueled by catchy tunes provided by songwriter, Ned Washington, (When You Wish Upon a Star) the sequence is pure Disney magic. If you remember the story, a group of cool crows nesting in a field decide to have some fun at the elephant’s expense. After Timothy Mouse scolds the feathered group, they soon have a change of heart and decide to encourage the little elephant. The song they sing is pure fun and entertainment and the animation is inspired. It’s the turnaround song for Dumbo and his life will never be the same. If you’ll recall, I did the same thing many years later in another Walt Disney movie called, “The Jungle Book.” Much like the black crows singing scat, we had little Mowgli encouraged by another group of cool birds who encouraged him with a song. Yet, there was no controversy over these singing birds who just happen to sound like another famous musical group from Liverpool.

However, let’s get back to the little elephant in the room. Or, in this case, the locale farmland where Dumbo finally gains the courage to soar among the clouds. Dumbo needed a “magic feather” to provide courage, and it makes one wonder if the Walt Disney Company needs a “magic feather” to give it courage as well? I knew Walt Disney and I’m convince the Old Maestro would not be keen on his animated classics being revised by the PC Police. Walt Disney was not a racist nor were his animators. Walt Disney was an entertainer and his animated motion pictures reflected and emulated the popular show business performers of his day. African American singers and dancers inspired the Disney animators and they had a ball bringing that same joy and entertainment to the big screen. Should that delightful third act of Dumbo bring you discomfort, we’d better start reediting all the live-action movies made in the early forties because they’re filled with the same. The world has changed and the culture has changed. There’s nothing wrong with acknowledging that. However, it is totally wrong to revise history simply because it makes you uncomfortable.

Finally, as I spoke with Ward Kimball, I told him how much I enjoyed the black crows doing that jazzy little shuffle he animated. The black crows perform, “When I See an Elephant Fly,” and I guarantee it’s Disney animation at its finest. However, should that dance offend you, I’d like to remind you that George Clooney playing a poor Southern white in, “Oh, Brother Where Art Thou,” did the same goofy shuffle and nobody found that offensive. After all, weren’t the “Soggy Bottom Boys” the white equivalent of the black crows? Alas, sarcasm seems wasted on today’s clueless generation. The reason the head crow is named, “Jim,” is Disney taking a cartoony jab at the oppressive South. Walt Disney’s animated classic is not racist, nor were the people who made the movie. I was privileged to know and work with most of them. The only thing these talented men and women wanted was to bring the very best Disney entertainment to the screen. In this crazy era of PC nonsense, I thought you should know that.

My good friend, Disney Legend, Ward Kimball animated these jazzy crows back in the forties. If you find Walt Disney’s “Dumbo,” racist, that’s your problem.

My good friend, Disney Legend, Ward Kimball animated these jazzy crows back in the forties. If you find Walt Disney’s “Dumbo,” racist, that’s your problem.

Damn Near Dead

Animation was damn near dead back in sixties’ Disney. The sizable animation staff had been downsized after the completion of “Sleeping Beauty” and downsized again with the wrap up of “The One Hundred and One Dalmatians.” Young animation hopefuls like myself looked out at a bleak future in the cartoon business. If talented Disney veterans such as Don Lusk and Amby Paliwoda were being shown the door after thirty or more years of work, what possible chance did we have?

In spite of our distraught situation, the Walt Disney Studio moved forward on the next animated feature film. It would be an adaptation of the T.H. White novel, The Sword in the Stone. Sadly, the once lofty Disney Animation Studio was only a shadow of its former self, and limited staff occupied only a portion of our marvelous artistic facility. Our department was so tiny, I moved into the large bullpen in D-wing. This was a room that once housed a half dozen artists, but now it was only me. In many ways things hadn’t changed all that much. The “old guys” still came to work each morning following their usual routine. Frank Thomas and Ollie Johnston made the trip from La Canada Flintridge as they had for years, and Milt Kahl drove his red sports sedan to the Disney lot from his digs in the nearby Los Feliz Hills. The dapper, Marc Davis had vacated his D-wing office and made the move to Glendale. The usually bustling hallways of the Animation Building had grown quiet and the crackling energy of cartoon making had clearly diminished. Was this the future of Disney animation, we wondered? It appeared our wonderful filmmaking medium was dying a slow and painful death.

When things look bleak, it’s only natural we find stuff to bitch about. This was especially true for the studio during this sad, desolate period. Since there were few animators my age to speak with, I regularly made my way upstairs to F-wing on the second floor of the Animation Building. There, I would find my pal, the very talented and irascible, Walt Peregoy. Walt and I would meet every morning at break time. We would have our morning coffee and our regular, twenty minute bitch session. Naturally, we would list everything that was wrong with the Walt Disney Studio. We spoke of the abandonment of Walt’s stellar animation division and the lack of creativity in the sixties studio. We grumbled about the calcification of the Disney “old timers” who simply seemed to be waiting for retirement or the Grim Reaper. It would appear no one had the cojones to stand up to “The Old Man” with the possible exception of Ward Kimball, and he was often slapped down for his insubordination. It was not the happiest time to be a Disney animation artist if you happened to be a young guy or girl. It was more than obvious Walt Disney was green lighting movies to keep his guys employed. If animation was going to have a future at the Walt Disney Studios, a team of new animation artists needed to be mentored. To the best of my knowledge, only one young guy from our group was given a shot during this time. John Ewing was promoted to animator at a time when no one under the age of fifty was animating.

While we were supportive of our colleague, John, most of us younger artists had been at Walt Disney Studios for at least ten years and promotions seemed unlikely. Like my colleagues, it appeared my career was going nowhere, so I began doing something I thought I would never do. I began making plans to leave the Walt Disney Studio. I was hardly aware another longtime Disney veteran was also making his way out the door. It appears an explosive argument between Walt Disney and story man, Bill Peet had come to a head and the Disney veteran called it quits. However, this failed to change Walt’s mind, and the film continued forward with a new addition to the story team. Ironically, when I thought promotions were impossible at the Walt Disney Studio I was given the biggest promotion of my career. The new fledgling member of The Jungle Book story team just happened to be me, and my life would never be the same.

Chuck Williams and a very young Floyd Norman before moving to Disney’s Story Department.

Chuck Williams and a very young Floyd Norman before moving to Disney’s Story Department.

Ron Miller


Ron Miller passed away last weekend. The news was surprising because Ron was a guy who always looked great each time Adrienne and I visited Northern California. We also knew how stubborn and fiercely independent Ron could be. Family and friends couldn’t help but be concerned since the lost of his wife, Diane. But Ron didn’t need anybody’s help and was determined to take care of himself. Tough and resilient, Ron Miller was a man’s man. A big guy who could easily block a doorway at the Walt Disney Studio, and I honestly doubt I’ll ever get that image out of my head. Ron Miller didn’t simply enter a room, he filled it.


When I think of Ron I can’t help but think of the many zany cartoons I drew of the Disney CEO. Those of you who know me are well aware I have a habit of mocking my bosses. It’s all good natured, of course. I honestly can’t draw cartoons about people I don’t like. I alway drew Ron Miller wearing a business suit and a football helmet. It was a silly image that always brought a smile to my face. You couldn’t help but admire Ron for being one very lucky guy. What the heck, he married the bosses’ daughter and went from being professional jock to Hollywood movie maker and entertainment CEO. In all fairness, Ron didn’t marry the boss’s daughter because he wasn’t a Disney employee when he began dating Diane Disney. Walt brought Ron into the company because he grew tired of seeing his son in law getting pummeled on the football field. “Come work for me,” said the Old Maestro. “Cartoon making is a lot safer.” Walt always had a way of making an offer you couldn’t refuse. It was a great offer, and Ron soon became a regular sight around the Disney cartoon factory. You couldn’t miss Ron. He was a big guy and ruggedly handsome. Heck! He could have easily been mistaken for a movie star. That’s how good he looked. Initially wary of Walt’s son in law, the young Disney animators kept their distance. However, we soon learned that Ron Miller was the real deal. A likable guy who was easily at home in the board room or the volleyball court. All the girls loved him and all the guys wanted to be him.


Of course, I never said the job was easy. In time, Ron began learning the filmmaking process, and early assignments included assistant directing along with other tasks necessary to produce a motion picture. Walt Disney was teaching his son in law the business from the ground up and Ron proved to be a darn good student. In time, he would be on set directing his father in law in a series of introductions for the Walt Disney television shows. How do I know this, you might ask? I was on Stage Two when Ron had the toughest job in the world. He was giving directions to the man who was his boss and his father in law. A daunting task in anybody’s book. Yet, time zips past quickly when you’re having fun and soon Ron and I faced new challenges. I moved upstairs to work in story and Ron Miller became a full producer. However, in these best of times, the worst can happen. Walt Disney passed away suddenly in late 1966 and the studio was thrown into turmoil because the Old Maestro had not formally chosen a successor. After a series of missteps, Ron Miller finally took over as CEO of Walt Disney Productions. Once again, Ron was given the toughest job in the world.


We can never know the final conversations Ron had with his father in law back in 1966. I suspect Walt was preparing Ron to lead the company forward. If you recall, Hollywood and movies were moving through a turbulent time in the seventies, and Ron, like Walt was determined to lead rather than follow. The film landscape was changing, so Ron launched Touchstone Films in order to appeal to older more sophisticated audiences. While others waited on the sidelines, Ron boldly announced The Disney Channel and a new way to deliver family entertainment to a broader audience. Like his father in law, Ron took the initiative while conservative members of the Disney board were hopelessly calcified wondering, “What would Walt do?” Yet, things would only get worse. Adding insult to injury, Ron was eventually removed as CEO and painfully departed the Disney Studio. He and Diane moved into a new home and a new life in Napa Valley. They created Silverado Vineyards, a delightful winery far and free from the craziness of Hollywood. Gracious as always, Diane Disney Miller and Ron shared that life with Adrienne and myself on a number of occasions. Unlike myself and my colleagues, Adrienne never knew Ron Miller as boss or the Disney CEO. He was just a good friend and we shared fun times together. In time, those marvelous get togethers in Napa and Disneyland included the Miller family.


Yet those marvelous years with Ron at Walt Disney Productions can never be forgotten. I remember watching Ron Miller and his producers playing the Disney animators in a spirited volleyball challenge on the studio back lot. And, I remember Ron sitting with Walt Disney in the 3E screening room trying to explain why a monkey didn’t behave on set. Finally, I remember Ron Miller swiftly rising to his feet when a Disney producer admitted, “He didn’t like football.” Miller glared at him and grumbled, “What’s wrong with you?” It may sound silly, but I can still imagine Ron Miller dressed as a handsome prince in a Disney fairy tale. You gotta admit it’s true. After all, he married the king’s beautiful daughter and they lived happily ever after.

Diane Disney Miller and Ron entertain us along with Gordon and Donna Kent in Napa Valley.

Diane Disney Miller and Ron entertain us along with Gordon and Donna Kent in Napa Valley.