'The Rescuers Down Under': The Untold Story of How the Sequel Changed Disney Forever
30 years ago, Disney released The Rescuers Down Under. A sequel to 1977’s The Rescuers, it was an adventure film, free of the typical Disney musical structure, set in the rugged outback and was meant to continue the momentum established by 1989’s The Little Mermaid. Accompanied by a typically robust marketing campaign and a healthy line of consumer products and promotional tie-ins, Disney expected the film to be a big holiday hit. But when the film was released into theaters it left almost as quickly, opening to a surprisingly challenging marketplace and an indifferent audience. And it would be a shame if that was the end of the Rescuers Down Under story, because the movie was actually something of a technological trailblazer, establishing the groundwork for all of your favorite movies of the Disney Renaissance that followed. Without Rescuers Down Under, a movie all but forgotten, there would be no Beauty and the Beast or Aladdin, movies established as unforgettable classics. The techniques pioneered by the film, according to former Disney CEO and Chairman Michael Eisner (in his memoir Work in Progress), “technologically and artistically revolutionized the archaic method by which animated movies had been made since Snow White.”
This is the untold story of The Rescuers Down Under, a movie that changed Disney Animation forever, told by the people who made it.
Under New Management
The Rescuers was an adaptation of a series of children’s books by Margery Sharp, primarily the first novel and its sequel, Miss Bianca. It followed Bernard (voiced by the legendary Bob Newhart) and Bianca (Eva Gabor), a pair of mice who work for a United Nations-style organization and travel to New Orleans to rescue a young girl from the clutches of the evil Madame Medusa (Geraldine Page). Full of expressive animation, warm performances and lively staging, it was one of the most artistically successful features in the otherwise bleak post-Walt Disney landscape (he had died in 1966). Perhaps more importantly, The Rescuers wasn’t just artistically successful; it was financially successful too. On a budget of $7.5 million, it brought in almost $200 million. The success of The Rescuers would not lost on Disney’s new management.
In 1984, Michael Eisner and Frank Wells were installed at the head of what was then known as Walt Disney Productions after a particularly fraught period for the company that involved corporate raiders and greenmail attempts that essentially threatened to sell the company for parts. Eisner and Wells in turn brought on Jeffrey Katzenberg, who had worked with Eisner at Paramount, to oversee film production, and a year later installed Peter Schneider, who along with Roy Disney, the architect of the company’s dynamic new power structure, would oversee the badly neglected animation division.
“As you know it’s the low point of the canon. The Black Cauldron had just been released. It was a disaster zone, other than there were some very talented young kids who were there,” Schneider told me. He was zooming in from Venice, where he has been living for the past few years. Due to the time difference (and, I’m guessing, it being Italy), he already had his wine. “I always likened it to a garden that has gone fallow and the soil is really rich, but you can't see it because of the weeds on top of it.” In his first week on the job, already overwhelmed, he was approached by two engineers named Lem Davis and Dave Inglish. They told him about a project they were working on called CAPS.
CAPS, they explained to Schneider, would be a huge breakthrough for animation, making it easier for filmmakers to achieve complicated shots that had the fluidity of movement and depth of live action films. It would also update a key piece of technology that Disney pioneered – the multiplane camera. CAPS, Davis and Inglish argued, would provide their animated features with a similar leap forward. “The idea to revolutionize, to make it cheaper, to make it better, that was the driving force of it,” Schneider said.
Roy, who Schneider describes as “the hero in all of this,” agreed that CAPS was the way to go. He told Schneider, “"Well, gosh, darn it. We need this." This was 1985. Computers were so exotic that there was an entire presentation to explain them to tourists visiting EPCOT Center in Florida. But Roy was onboard. “Somehow he saw the future. Whether or not he understood the system, probably not,” Schneider said. “But he saw the future. He said, the world is changing and we must do this.” Their next task was to sell the idea to Eisner and Wells. “Peter and Roy, in turn, began trying to sell the idea to Jeffrey, Frank, and me. The estimated cost was $12 million. That sum hardly sounds overwhelming today, but at the time it struck us as a very big investment in a fledging business with uncertain profit potential,” Eisner wrote in his memoir. “Frank was especially skeptical. ‘We’re not an R&D company,’ he argued.” Still, they persisted.
Roy took Wells to lunch. “Roy went to Frank Wells and said, ‘Frank, who got you the job?’” Schneider said. “‘Well, you did Roy.’ ‘Who put you here, Frank?’ ‘Well, you did.’ ‘Then write the check for $10 million.’” (In Eisner’s memoir, he claims that he pushed Wells to agree to CAPS, citing Roy’s enthusiasm for the project. “I think we have to take a deep breath and say yes,” Eisner remembers telling Wells.) With the official greenlight, Wells turned to Schneider. “Frank said to me, ‘You know, it's going to cost more money than that $10 million and it's going to be your head,’” Schneider remembered. “And I said, ‘Okay, Frank.’ And that was the beginning of the CAPS system.” Spoiler alert: Frank Wells was right.
It would still be years before anybody saw what CAPS was capable of. The first taste of the new technology was viewable in September 1988, when The Magical World of Disney premiered on NBC. The latest iteration of the Disney prime time anthology that began in 1954 with Walt Disney’s Disneyland, an elaborate ploy to prime people for the upcoming theme park in Anaheim (and to collect much-needed revenue to build said theme park), it had, off and on, been a staple of network television ever since. This new version was hosted by Eisner, and featured an intro that contained the first-ever animation utilizing the CAPS process. About halfway through the intro, we watch Tinkerbell as she flies towards Florida. We then see an elaborate, swooping camera move that whips around Spaceship Earth, the glittery geodesic sphere that serves as the icon for EPCOT Center. A fully animated Mickey Mouse is on top of Spaceship Earth, in his “Sorcerer’s Apprentice” finery; he shoots a sparkly beam out of his fingertips, which materialize as the mouse ears on the Earffel Tower, the icon for the upcoming Disney-MGM Studios in Florida (set to open the following year).
Everything about this moment – the strong colors, the camera movement, the interplay between a traditionally animated character and a computer-generated object, the rich shadows – would become the hallmarks of what CAPS could accomplish. CAPS allowed for truly dynamic, highly emotional moments like this to come across seamlessly, without any technical hiccups. Looking at it now, it’s still pretty impressive.
A little more than a year later, audiences would get an even splashier example of CAPS in the closing moments of The Little Mermaid. It’s the second-to-last shot in the movie. King Triton has just unleashed a magical rainbow. Prince Eric and Ariel, on his ship, are moving slowly towards the horizon; merfolk have popped their heads out of the water and are waving goodbye to Ariel. As the camera pulls back, we see Triton look down and nod approvingly to Flounder and Sebastian. The music (a choral rendition of “Part of Your World”) soars. “[Directors] Ron [Clements] and John [Musker] wanted that pull-out to be shot at the end of Little Mermaid and the only way to get it was to use the CAPS system,” Schneider said. The animator in charge of the shot was Randy Cartwright, who had been with Disney Animation since the original Rescuers and who was instrumental in getting CAPS ready for primetime (he remembers showing Wells a test of Tinker Bell flying over two distinct landscapes and Wells being so impressed he jokingly asserted that somehow Cartwright had tricked him). “I was the only one that knew all the parts you needed for that,” Cartwright said. “I painted all the cells and I painted the rainbow and I did research to find out what colors show up in the rainbow to make sure it was right and painted it all.” Not that the shot was perfect, exactly. “When it was done, I realized I've painted it upside down. If you look at LittleMermaid, red is on the bottom, purple's on the top and rainbow is exactly the opposite,” Cartwright said. “That's my fault. No one's ever noticed, but yeah, it's an upside-down rainbow.” Whoops.
The Little Mermaid shot was dazzling and impressive. It was also meant as something of a proof-of-concept. “That scene from Little Mermaid was really designed as a test for the CAPS system,” as Rescuers Down Under producer Kathleen Gavin put it. At the same time the studio was about to start work on a series of animated shorts based on their 1988 blockbuster Who Framed Roger Rabbit. Cartwright and others at the studio argued that these shorts would be the perfect testing ground for the new technology; they could work out the kinks and make sure every part of the system was performing properly. (At the time the system was still pretty buggy.) But Peter Schneider had other ideas. The Little Mermaid shot was just too good. “That was really the thing that said, We can do a whole movie,” Cartwright remembered. And that whole movie was The Rescuers Down Under.
“Why would you do a sequel to that?”
To help with Rescuers Down Under, Schneider recruited Thomas Schumacher, who would become the first outside producer brought into Disney Animation. Schumacher had worked with Schneider and Roy’s son Tim on the 1984 Olympics. Together, Schumacher and Schneider had shared a cramped office. Later, Schumacher had worked on a youth theater (The Mark Taper Forum) and on the Olympics Arts Festival. Bold and visionary, with impeccable taste and a flair for the dramatic, at 28, Schumacher signed the deal that brought Cirque du Soleil to America for the first time. Since Rescuers Down Under wouldn’t be a musical, instead leaning into a big action adventure, it was assumed that the production would probably be easier to pull off. Schumacher seemed like the perfect choice – and like many elements of the Rescuers Down Under, his hiring would have a profound effect on Disney Animation.
Initially, Rescuers Down Under was going to be done like Disney animated features of the past, with a small team of directors, known as “sequence directors,” assigned to different sections of the movie. While it cut down on the workload, it often led to a disjointed experience, with artists becoming territorial and the narrative suffering from a hodgepodge quality. (Look no further than The Black Cauldron to see how badly this can turn out.) Instead, Schneider zeroed in on Mike Gabriel and Hendel Butoy, two incredibly talented young animators who contributed jaw-dropping work to Oliver & Company and showed real visionary leadership, working as sequence directors under George Scribner. Also helpful: they worked well together.
Gabriel was a fan of the original film (“I loved seeing them make a film that had some real mastery behind it”) and intrigued – if somewhat befuddled – by the prospect of directing a proper follow-up. “I got called into Peter Schneider’s office and he asked if I wanted to direct a sequel to Rescuers. He just wanted to know if I was interested in doing that,” Gabriel remembered. “I said to Peter Schneider, ‘Why would you do a sequel to that?’ And he said, ‘Because it was the highest grossing film of the past 10 years, that’s why. That’s what we’re going to make, whether you want to do it or not.’” (“If you look at them back then, they were doing sequels. They had no real invention of new. I'm not talking about animation, I'm talking about their live action business,” Schneider told me. “And therefore, their bright idea was, let's do a sequel.”)
When talking to Butoy, Gabriel reiterated his bafflement. “My first comment was ‘Who’s going to want to see a sequel to Rescuers?’” Gabriel said. “And he said, ‘Well that’s what we’re going to make.’” Gabriel and Butoy eventually said yes, thanks largely to the design possibilities and the setting (“In the late 1980s the US experienced a short-lived infatuation with Australian culture,” according to a beloved Simpsons episode) and the sheer possibility of crafting their own animated feature. But Gabriel’s initial dismissal would return following the movie’s lackluster box office performance years later. “It haunted me because when the film came out and nobody came, I just thought, What did I say when I was first told they were going to do a sequel? Those were the first words out of my mouth!”
Back in the late 1980s, research trips were not a common part of production at Disney Animation. In fact, by the time the Rescuers Down Under team attempted to mount a two-week research trip to Australia, the last trip that had been made was Walt’s famous goodwill tour of South America that would ultimately lead to package films Saludos Amigos and The Three Caballeros. And that trip was during World War II. “I had to argue with Peter Schneider on that one,” Gabriel remembered. “He just said ‘No, you’re not going.’ I said, ‘How can we make a movie about Australia without having gone to Australia?’” The trip was going to cost $50,000. Gabriel went back to Schneider and told him that if the company wasn’t going to pay for it, Gabriel was going to pay for it himself. Finally, Schumacher came to Gabriel and said that he’d gotten the greenlight. They were going to Australia. The troupe consisted of Gabriel, Butoy, legendary story artist Joe Ranft (who Schumacher had brought to the project) and French animator Pixote Hunt. When they arrived in Australia, Schumacher hired a location scout named Jeff Bolles and together the group toured the outback and were inspired by the culture and the people of the country. Someone on the trip remembers a touching moment when Ranft, who died tragically in a car accident in 2005, taught a young aboriginal boy a magic trick.
Two of their biggest takeaways from that research trip sadly didn’t make it into the movie.
The Rescuers Down Under concerns Bernard and Bianca traveling to Australia to help a young boy and a mythical golden eagle, both of whom are endangered by a villainous poacher named Percival McLeach (voiced by George C. Scott). And while on their trip, the Disney team came to a momentous realization – the young boy should be an aboriginal. Gabriel says that the character’s ethnicity was Hunt’s idea initially, but one that the entire production quickly got behind. “We would watch the aboriginals and there are these little kids with blonde hair in the middle of the country. The beautiful faces on these little kids with this dark skin and this blonde hair. We thought this was going to be a really original animated character,” Gabriel said. They pitched it to Katzenberg and were roundly shot down. Gabriel said that Katzenberg was “gentle” about it, suggesting that making the character aboriginal would “cut your box office down worldwide.” But another executive close to the project said that Katzenberg was more direct, shouting: “Nobody wants to see that little boy of color.” Gabriel and Butoy were disappointed. “He lost his unique identity,” Gabriel said. And it became something of a flashpoint for the production; Gary Trousdale and Kirk Wise, animators who would go on to direct Beauty and the Beast, The Hunchback of Notre Dame, and Atlantis: The Lost Empire for Disney, told me earlier this year that they were effectively “fired” from Rescuers Down Under because they protested the change too loudly and were quietly moved to another project. “He got blanded out a bit. He doesn’t stand out. It would have been so cool,” Gabriel said. Added another executive: “Nobody loved us delving into aboriginal culture.”
Katzenberg similarly nixed an ambitious sequence that saw Bernard and Bianca dreaming in the style of traditional aboriginal cave paintings. Storyboarded by the late, great Kelly Asbury, who died earlier this year from abdominal cancer, it featured Bernard and Bianca in the aboriginal cave painting art style; they were on the wall of a cave, leaping over a trickle of water in the that would be as big as a river, dodging outback creatures drawn in the same style. “The big climactic moment would be the aborigines blow this white paint on their hands and the negative space leaves a handprint, so these handprints would be blowing, splattering, as the hands are chasing Bernard, these handprints slapping along the wall,” Gabriel said, making pfft sound effects. “Real fun, Fantasia-like almost. It was going to be a big sequence.” The key word there is was.
Butoy and Gabriel pitched the sequence to Katzenberg and Schumacher. Gabriel remembers Katzenberg sitting there, stone-faced, with “that crisp shirt and that big, thick, one-inch collar. “Jeffrey was suffering like we were bleeding every drop of blood from his body. He hated everything about it. He shook his head,” Gabriel said. “He had those half-lid eyes staring at us and he gave nothing through the whole pitch. He got up at the end and said, ‘Guys, you’ve got to start over. You’ve got nothing.’ He hated it.” Shocked, Schumacher, Butoy and Gabriel just stared at each other after the pitch. “It was so bad,” Gabriel said. “Katzenberg made it clear the dream sequence was not going in.” An executive close to the production told me that the sequence “was so ethnic and raw and beautiful and that’s where Mike Gabriel’s heart was.” And even to this day Gabriel sounds wounded by the loss. “That one really hurt. That was a knife in my heart when I lost that one,” he said. Even now, Gabriel said, when he sees Butoy or Schumacher, somebody will make the blowing pfft sound of the hands chasing Bernard, just like Gabriel performed in the disastrous pitch (and how he’d done it when he explained the sequence to me), and they’ll all fall apart laughing. It was also pointed out to me that the sequence was eventually used for a very similar moment in DreamWorks Animation’s Prince of Egypt. That film was overseen, of course, by Jeffrey Katzenberg. Apparently, he finally warmed to the idea.
Still, not all of the changes made during development were detrimental to the project. Famously, there is an introductory sequence where the giant eagle, named Marahute, communes wordlessly. Marahute gets across the fact that she has eggs and that she’s worried about their protection from the villainous McLeach. It’s an absolutely beautiful sequence, with unbelievable animation by the great Glen Keane, who earlier this year directed the wonderful Netflix feature Over the Moon. But it wasn’t always like that – at one point the eagle conveyed all of this information through chatty expository dialogue.
“It’s interesting … I was a low story artist on the totem pole and the scene had gone through nearly every story artist on the project because they were just trying to make it work. The eagle had to talk just to get all of the information across, about the father being dead and the eggs are going to hatch soon and all of that,” storyboard artist Brenda Chapman, who would go on to win an Oscar for directing Brave for Pixar, told me. “When I was little I watched this Wonderful World of Disney live-action short by Roy Disney about a little Native American boy and the eagle. They had a real eagle and it turned this way and that and communicated in that way. I talked to Glen Keane, the animator, and I said, ‘This is what I am thinking. Do you think it would work?’ We were all trying to figure it out. It seemed so bad that the eagle talked through the whole thing. I did it and Glen gave me a few sketches of what he thought. I boarded it out without her talking and the directors loved it. So that’s how that went.” For his part, Gabriel said, “That sequence turned out so beautiful. It was pure Brenda.”
For inspiration, Gabriel and the team looked at David Lean and Howard Hawks movies. “We were just trying to get that same scale. We broke down and studied a lot of David Lean’s cinematic style and his way of getting scope and scale but also looking at the character,” Gabriel said. At one point they even considered making the movie in 70mm. Butoy in particular pushed for them to utilize the larger format, which Disney had used for Sleeping Beauty and more recently The Black Cauldron, as did the chief layout artist on Rescuers Down Under. And Gabriel was admittedly intrigued. “When you see David Lean’s films you want to get it,” Gabriel said. But the process would have added another layer of complexity to a production already pushing a very large boulder up a hill. Without 70mm, the movie became “much easier to frame,” and allowed for greater emphasis on the characters. When the idea went away, Gabriel doesn’t remember being too broken up about it: “I don’t remember fighting it that much.” There were still plenty of fights to come.
Ladies and Gentlemen, George C. Scott and the “F**king Bed of Pain”
The cast of The Rescuers Down Under is uniformly excellent. Besides Newhart and Gabor (in what would wind up being her final role), there was an electric John Candy as Wilbur (taking over for Jim Jordan, who played Wilbur’s brother Orville in the first film and who had died shortly before production began), the albatross companion of the two mice. Much of Candy’s dialogue was improvised in the recording session, thanks largely to the chemistry between Candy and Joe Ranft. “They’d always be riffing back and forth getting each other to laugh,” Gabriel said, including the sequence where Wilbur is asking, “Can I get you anything to drink?” to the utter befuddlement of the two mice. “We put it in the movie because that’s just how he was. He adored Joe Ranft,” Gabriel said.
But the biggest get for the movie’s cast was obviously George C. Scott as the villainous McLeach. Schumacher found Scott’s address and sent him a box overflowing with Australian knickknacks and drawings from the movie, ostensibly meant to woo him. But the team never heard back. Even though Gabriel had designed the character to look like Scott, they hired G. W. Bailey, star of the Police Academy franchise, as a backup. Bailey understood that he was being cast in the event that they never heard back from Scott and agreed to serve, essentially, as an insurance policy. After a Disney executive explained that they weren’t asking him for narration (“It’s more like radio”), Scott finally agreed. And from day one he was a handful.
When he was told that the first recording session was in Burbank, he complained about the air quality of the San Fernando Valley, only to emerge from his car smoking a cigarette. Gabriel was so excited and imagined that the McLeach performance would be akin to his character in Stanley Kubrick’s Dr. Strangelove. “When George comes in to record, he starts doing his lines all soft and whispery. I said, ‘George could we get that a little broader? We might need a little more room, a little more volume?’ He did the next line about the same. I said, ‘George could you do…?’ And he comes right up to the glass and stares me down and goes, ‘Anybody could read it that way. Anybody could do that.’ It was like, What the fuck are you bringing me in here for?” Gabriel remembered. Gabriel explained to him that the movie would be playing to little kids, entire families really, and that “a little melody helps the animation work better.” Slowly, he started to give Gabriel versions. “Is that what you’re talking about?” Scott asked Gabriel. “You get back into the editing room and you start cutting his stuff in and you realize he’s totally right. He’s putting a lot of really good acting into these line readings. I am cheesing it up in a way,” Gabriel confessed. “In every recording session he gets a little bigger and a little bigger. I was watching that film and he is big. By the time you get to the end of that movie he’s all over the place. He got into it and got there and saw the pencil tests and started to realize what was making this really fun.”
By the third recording session, Gabriel and Scott were “chummy.” In this session (which was recounted by two separate eyewitnesses), they were recording McLeach’s death, when he’s drowning in the river. Scott reads the scene and proceeds to take off his shirt. He was wearing a safari shirt and had a white undershirt underneath. He took his keys and a giant bottle of heart pills out of his pockets and placed them on a nearby table. Scott looked at Gabriel. “You got a bucket or something, fill it with water?” Scott asked. He pointed to a plastic bucket that had fruit and drinks; they dumped the ice out and filled it with water. He set the water-filled bucket on a stool and turned to the booth. “I’m gonna give ya two,” he said. “He dunked his head in that bucket of water, full dunk. He keeps dunking his head. I loved him for it. He was giving some hilarious lines. He went for it 120%,” Gabriel said. You can hear that commitment while watching the scene today.
And while Scott was a good sport for what Gabriel estimates was “90% of the recording sessions,” the last recording session was, by all accounts, a complete disaster. For this final recording session, a Disney executive reached out to Scott, who claimed he was in Canada. When the executive cheerily agreed to go to Canada to get the lines, Scott relented. “God dammit I’ll come out there. I will get out of my fucking bed of pain to record for you,” Scott told the executive, who 30 years later still marvels at his phrasing - my fucking bed of pain. “He’d just done The Omen5 [Editor’s note: it was actually The Exorcist III]. Somebody in the cast ended up dying or something and they had to reshoot all of The Omen 5 [again: it was Exorcist III]. And he had just dislocated his shoulder and had a broken arm and he did not want to come in,” Gabriel said. He started thumbing through his lines, paused, stared down Gabriel and asked, “Is this supposed to be funny?” “We’re working on it,” Gabriel replied. Scott then read every line exactly once. “He finished, threw it down and walked out,” Gabriel said. To finish up Scott’s lines and complete the McLeach performance, the production hired veteran voice actor (and by all accounts total pro) Frank Welker. The moment where McLeach is singing was the moment that led Scott to ask Gabriel if the script was meant to be funny. In the final film, that dialogue is supplied by Welker. And it’s pretty funny too.
CAPS in Action
Just as Peter Schneider had recruited Thomas Schumacher to help out on The Rescuers Down Under, Schumacher reached out to Kathleen Gavin. Gavin had also just finished work on Oliver & Company, where she served as production manager (“We worked seven days a week for, I don't know, a year and a half or something,” she said). And in her head she had completed her project and was ready to leave the company. Still – Disney was trying to figure out a way to do these movies more efficiently and effectively. And Gavin had learned a lot making Oliver & Company. “It’s appealing to have another crack at doing it and have the ability to, in my mind, do it right. Not that Oliver was wrong, but you know what I mean?” Gavin explained to me. Swayed by Schumacher’s pitch, she agreed to produce The Rescuers Down Under. “My job was to look at how the movie should be scheduled and structured and to be able to get to the end,” Gavin said. One executive said, “There would be no Disney Animation without Kathleen Gavin.”
What made that goal considerably more complicated with the implementation of the CAPS system. By that point, she said, the old ink-and-paint procedure was just untenable. They had to send The Little Mermaid (whose production was in between Oliver & Company and The Rescuers Down Under) away to China to get painted and the paint the studio had been using for the last several decades was extremely toxic. “The great thing about CAPS that I always say, is CAPS started out as a painting system. But it was more than a painting system, it's a camera system. Really, that wasn't the original intent, it was all about how to paint the movie,” Gavin said. “With CAPS, you can move the camera in the same way you can move the camera in live action movies. It was a huge technical thing, but it was a creative contribution to the movie.” It would provide Rescuers Down Under with its wow factor.
CAPS (which stood for Computer Animation Production System), though, was a tricky project to wrangle and manage. CAPS would be proprietary, for one. “The system was a combination of many different computer systems. The idea that Lem Davis had was, nobody other than us would have all the pieces,” Schneider said. “To have a system that nobody else has would be very important.” To that end, CAPS was made of three major components: part of it was built by Pixar, then known more for their software and computers than actual animation, this portion was used for image processing; another part was from Sun Microsystems (a leading computer company that would eventually be sold to Oracle), which served as the “backbone of the system”; and the third was developed in house by Disney, who designed a bus system to move the tremendous amounts of data back and forth. “Whether or not that was the right or the wrong decision, it was the way we built the CAPS system,” Schneider said. At one point in the process Steve Jobs called Schneider and yelled at him, claiming Pixar alone created CAPS and deserved all of the attention. Schneider told him, “No, you didn’t Steve.”
And the freedom afforded by CAPS appealed to the filmmakers. “I wanted these films to have a lot more volume and have a special look to them. When I heard that we were going to have a CAPS system where we could have a colored line around the character, I was thrilled. I had no second thoughts. I was jumping on it like ‘Hell yeah, let’s do it!’ It was like getting all of these free toys,” Gabriel said. Gabriel had gotten into studying color, looking at the work of legendary Disney artists like Mary Blair and Eyvind Earle, who worked on gorgeously designed projects like Alice in Wonderland and Sleeping Beauty. Gabriel pitched Schumacher on a number of radical ideas when it came to color, with Gabriel telling the producer that he’d “cracked the code” of why the classic Disney movies looked so good. (It has to do with contrast.) When he made his impassioned plea to Katzenberg about how they should be designing Rescuers Down Under, Katzenberg blankly agreed. “He said, ‘Great, do it, perfect.’ The only way that could have been done is the CAPS team.”
Another key member of the CAPS team was Cartwright. While he had joined the studio on the original Rescuers, working as an in-betweener for Ollie Johnston (one of Walt’s revered Nine Old Men), he had a strong interest in computers and had worked on them as a “hobby” since 1981. When the original Tron was in production at Disney, Cartwright befriended animators on the project and he’d sneak over and play with the Tron computers after hours. “I saw what graphics computers could do and thought, My God, I got to learn about this,” Cartwright said. “And so I went out and bought an Atari 800 computer and became hooked as a hobby programming and playing around with it. And then later when the Macintosh came out upgraded to that.” Cartwright had left Disney spent a few years overseas, including working with Jerry Rees, a Disney animator who had worked on Tron, on projects like The Brave Little Toaster and a doomed adaptation of Little Nemo. Together, the pair discussed practical implications of computer technology in traditional animation; he even had a list he had “brainstormed” outlining these possibilities. When he returned to Disney, Randy “asked if there are any computer positions open that I might be getting involved with.” As it turned out, they did. “They said, ‘Well, we've got this new thing CAPS coming up and if you want to get involved in that, they're looking for an artist to get involved in it.’ And so I said, ‘Sure.’” Most of that list would soon become a reality.
Right from the outset, Cartwright knew what he could contribute. “I knew how complex computers were, and I knew what animation artists could do. And I wanted to make sure that the system was something that the traditional artists could get into and be able to use quickly without having to learn all this new computer jargon,” Cartwright said. “I had them get rid of a lot of the computer jargon and replace it with Disney jargon, the Disney terminology we use for things like X sheet and the cels and all that kind of stuff, because all the artists understand that.” Cartwright showed me photos of the interface, which doesn’t look considerably more sophisticated than something like Microsoft Paint.
Gavin, Cartwright and other pointed to the simplicity and ease-of-use by the example of Carmen de la Torre-Sanderson. Carmen had worked for the company since she was 18. “Carmen who said that Walt found her in a basket by the LA River, she had been with the company that long,” Gavin said. “She said, ‘I want to be at the first station when you walk into the new layout of all these machines, because I want people to see that if I can do it, anybody can do it. If I can make this change, everybody can.’ They all embraced it. Nobody fought it, nobody fought it, they all embraced it.” Cartwright said that she became an “expert” on the new system. “My whole goal was taking this strain because at the time no one had touched a computer, no one knew anything about computers at all. There were no home computers anybody had,” Cartwright said. “I felt pretty satisfied that I got it all designed in a way that they could understand it and use it real quickly.” Cartwright went so far as to design specific desks for those using the CAPS system that were actually built for those working on the project.
Not that the new process was a breeze. Gavin said that setbacks were “constant” and that “everything was a trial.” “Because you're making the movie and building the system at the exact same time. It's not like we built the system and said, ‘Okay, now let's put a movie through it.’ The system was being built while the movie was being made,” Gavin said. “There was nothing that told you that you could actually make this movie this way.” Every day would start at 9am with the principles huddled in a theater at 1401 Flower Street (now home to Walt Disney Imagineering). They would look at footage, talk about the technological obstacles, and discuss what could be done to alleviate them. Every day new problems were identified. 1401 Flower Street was also the place where Kathleen Gavin ever cried.
“The only time I've cried in all my 20 years of making animated movies, I cried once, which was in June,” Gavin remembered. “The movie was coming up in November, and in June, we had to change out the computer because the computers we had weren't big enough to do the movie. It's no choice, but we had to change out the computers. All of the tech guys had promised me that if it didn't work, we could go back to what we had.” Gavin and the tech team had to coordinate with the three companies (Disney, Pixar and Sun) and decide when they could effectively shut down the movie for a short period of time while the new systems came online. “We did it over a weekend, like a Friday to a Monday, literally working 24 hours a day in that four-day period. On Sunday afternoon, they came and told me it wasn't working. Again, this is June, the movie is supposed to come out in November. They came and told me it wasn't working. I said, ‘Okay, can we go back?’ They said, ‘No, we can't come back.’” That Sunday Gavin spiraled, thinking there was a chance the movie would simply not be finished (she was also very mad at the tech guys who told her it was all reversible). By Monday, the crisis had been averted. They were back. And they’d get to finish the movie.
This, sadly, was far from the last crisis the team would face. At one point, the idea was floated that the movie would be a combination of CAPS-compiled footage and traditionally animated material. Gavin said she was getting tremendous pressure to adopt this kind of approach, which didn’t make much sense to her. “Number one, the very same people that I'm really relying on, the art director, the head of backgrounds, trying to figure out how we're going to get all this to go through CAPS, I'm supposed to pull them off and tell them, ‘No, go do this part traditionally, it just didn't make sense to me,” Gavin said. “Also, I think, in general, the minute you give yourself permission not to do something, it just goes. If we said, ‘Okay, 10% of it, we're not going to do through CAPS,’ suddenly, it'd be 50% we weren't doing through CAPS.” Ultimately Gavin didn’t find anything wrong with this mentality, but she also wasn’t willing to adopt it either. “They weren't saying anything that was wrong. They were trying to be cautious and say, ‘Look, we have to have a backup plan because we have no clue whether this is going to work.’ I just think it's the kind of thing you're all in or you're not,” Gavin said. An executive remembers telling the team, “The only way out is forward.” Ultimately, the backup plan was abandoned.
Other hiccups occurred when a bad pixel gave several sequences a green haze that Cartwright likened to looking through a mesh fence. It took so long to identify and debug the problem that when the movie was released to theaters, these hazy shots still remained (they were cleaned up for subsequent releases and home video editions).
Still, there were also triumphs. Most point to the opening shot of the movie as being the moment they were convinced that CAPS (and The Rescuers Down Under) was actually going to work. It’s the first moment of the film and it is amazing. In the moment, a small beetle is seen in the foreground; we rack focus (an effect that was utilized and much more widely celebrated in the beginning of The Lion King) and the camera starts zooming across a field of wildflowers. The music from Bruce Broughton pounds. It is properly epic and its dynamism highlighted everything that CAPS was capable of – the power, energy and speed of the system. “The thing I tried to evoke with that is Hatari. Establishing the intimate of that small world and exploding it to the vastness of the outback,” Gabriel said. It’s still amazing.
Ultimately, the cost for CAPS rose considerably, just like the executives had feared. Schneider admits that it cost more than $30 million and Eisner bemoaned in his memoir that “CAPS didn’t save us any money.” Ultimately, it didn’t matter, since the animated films were such spectacular hits. “These movies became so financially profitable,” Schneider said. “If you look at The Lion King, just the movie and the video made a billion dollars of profit with the company. So that at the end of the day, the investment paid off.” Still, at the time they had no idea how much money The Lion King would make and each new movie was viewed as a step in the right direction and not a surefire hit. Executives remained nervous.
“People were so worried that it wasn’t going to work, we stuck that Mickey short on it,” one executive told me. “That Mickey short” was The Prince and the Pauper, a 25-minute featurette that was directed by Scribner and co-starred the weasels from Who Framed Roger Rabbit. Ironically, it was the last Disney production to utilize the old ink-and-paint method, leading to the experience of watching the two films together like watching the extreme passage of time, as newfangled technology replaced tried-and-true practices. “There was a real push to revitalize Mickey and make Mickey relevant again,” Schneider maintained. But the writing was on the wall – Disney was trying to stack the deck in favor of The Rescuers Down Under. The addition of The Prince and the Pauper gave the theatrical exhibitions of The Rescuers Down Under a real uniqueness. There was even a new, 2-minute animated bit starring characters from the short (including Mickey) that preceded a ten minute-and-ten-second countdown until The Rescuers Down Under would begin. “Ample time to stretch your legs and arrive safely back in your seats,” the narrator drolly remarked. And be sure to visit the concession stand.
Unbeknownst to Disney, however, they were about to make two critical errors when it came to the release of the film: they were overestimating audience’s familiarity with (and fondness for) the original Rescuers, even though they had re-released the movie into theaters in 1989 in an effort to rouse interest ahead of the sequel. And at the same time, they had totally underestimated the potential of a little movie from a rival studio that would go on to become one of the highest grossing comedies of all time. As they would soon find out, Bernard and Bianca were no match for Macauley Culkin.
A Box Office Bust, and the Aftermath
Despite all of its technical setbacks and storytelling hurdles, The Rescuers Down Under was actually released into theaters on November 17, 1990. It was warmly but not rapturously reviewed. Reviewing the “holiday double bill,” Janet Maslinin the New York Times said that The Prince and the Pauper was, in fact, the “highlight of Disney's animated program.” She complained that Rescuers Down Under was “a trifle dark and uninvolving for very small children” and lamented the lack of musical sequences. But she praised Gabriel and Butoy’s direction as being “spectacularly inventive even when not fully appropriate to either the film's subject or the very young viewers it can be expected to attract.” TV Guide also complained about the level of darkness in the film and compared the violence to Rambo. Charles Solomon, writing for the Los Angeles Times, was considerably kinder, saying that the film “challenges the adventure films of Spielberg and Lucas and confirms the special power of animation to present extravagant fantasies on screen.” Later in the review Solomon referred to Rescuers Down Under as an “exceptional film.” Somewhat tellingly, Disney didn’t draw attention to the film’s technological accomplishments and few of the reviews even mention how visually sophisticated Rescuers Down Under really was.
At the box office, Rescuers Down Under fared much worse. The opening weekend it netted only $3.5 million. (By comparison, a recent Disney animated sequel, Frozen 2, made $130.3 million on its opening weekend, with both released around Thanksgiving.) It placed fourth, after Home Alone, Rocky V, and Child’s Play 2. Home Alone would become the runaway smash of the season, and it “came out of nowhere,” according to Gabriel. The audience meant for Rescuers Down Under was instead headed to Home Alone.
That Saturday morning, while 44 million Rescuers Down Under toys were being given out at McDonald’s Happy Meals across the country, Katzenberg called Gabriel at home. “Hey Mike, it’s not going to work. It’s not going to happen. Move on, it’s over,” Katzenberg told Gabriel. “They’re all going to Home Alone. You’re going to do $4.5 million and you’re only going to go down from there.” Katzenberg continued: “Believe me, trust me. Come back to work, think about the next idea. I know you have more ideas. Come back with another one.” Gabriel was totally deflated. “I hung up and I was in shock. Years of your life and just nothing? No party, no balloons?” Gabriel said. “I went to the spare guest room in our house and just curled up on the couch with a stomachache. It was like, This can’t be, this can’t be. But it was.” Garbriel would reach out to people, encouraging them to see his film. Instead, they would just tell him how much they enjoyed Home Alone. “I couldn’t even get my relatives to see my own movie,” Gabriel deadpanned.
By the end of the weekend, Katzenberg had pulled all print, television and radio advertising for the movie. Schumacher called Katzenberg at 7 o’clock at night at home that Saturday, feeling that he’d let the entire team down. “The film doesn’t work, we can’t spend money against it,” Katzenberg told Schumacher. And while on the phone with one of the most powerful executives in the industry, Thomas Schumacher started to cry. In his memoir, Eisner called the film “the only significant artistic misstep we made during the first several years in animation.” It was less a misstep, though, and more a miscalculation.
Katzenberg’s attitude, towards everyone involved in the movie, was that they were simply going to move on to another project. The movie was good and the technology was astounding; they would take everything that they had learned and do things that were bigger, better, and more successful – commercially and creatively. “Jeffrey was really nice about saying to come up with another idea,” Gabriel said. “There was never a feeling of, Well you don’t have what it takes kid.” And Gabriel got an unexpected pep talk from a true comedy legend. “Bob Newhart wrote a hand-written note to me that said he was proud of the film, don’t worry about the box office, this movie isn’t going anywhere,” Gabriel said. “It was the sweetest, most thoughtful note. It meant a lot to me and I kept it. When your movie doesn’t do well, you think, Nobody wants to be your friend. But Newhart was there.” Gavin contends that it probably eked out a profit, after all was said and done.
The weekend after The Rescuers Down Under made its disastrous debut, Mike Gabriel was home for Thanksgiving. Since the release party, depressingly held in the animation studio’s parking lot, he had started thinking, Why didn’t people think this was a Disney movie worth going to? “I thought that I’ve really got to get some songs in there next time and thinking that I want something that screams Disney quality feature like Pinocchio. A title where everyone wants to go see it,” Gabriel said. (Eisner, in his memoir, said that Rescuers Down Under lacked “great music, a central theme, and a strong, emotional story.”)
Gabriel was at his wife’s aunt’s and uncle’s house for the holiday weekend and he started scanning the bookshelf. “I’m looking at this bookcase and I see Pocahontas. I went, ‘Wow, that’s it.’ It was a bolt of lightning striking me. Walt Disney’s Pocahontas!” The whole movie, eventually released in 1995, flashed before Gabriel’s eyes. “It’s a culture that I couldn’t wait to get into and the animism and they see life in every creature and plant and the planet earth in a different way,” Gabriel said. “She puts her life on the line to save the guy. The prince is saved by the princess. And she is the princess, she’s the daughter of the chief! I instantly thought of 1,000 things that make this a great idea.” He ran into the kitchen pitched it to his family a few seconds later; they all loved it. When he pitched it at the Gong Show at Disney, a round-robin pitch session where bad ideas would be quickly “gonged,” Gabriel showed a poster he had hastily mocked up with Tiger Lily from Peter Pan and the words “Walt Disney’s Pocahontas” up top. His pitch gained notoriety for being the quickest movie ever green lit from the Gong Show. “It went over as easily as it did at my uncle’s turkey dinner,” Gabriel said.
Clearly, the technology that Rescuers Down Under pioneered cleared the path for sequences like the ballroom scene in Beauty and the Beast and the wildebeest stampede in The Lion King (along with that familiar rack focus from the opening sequence). Cartwright summed up the movies that stood on the shoulders of Rescuers Down Under like The Lion King: “The artistic value of the Lion King shots is a lot better than RescuersDown Under. Rescuers was an interesting technical experiment, but it wasn't exactly artistic.” Sill, 30 years later, most involved with the project have nothing but fond memories (mostly). Gavin, who went on to work on everything from The Nightmare Before Christmas to Dinosaur, considers it “one of the highlights of my career.” Cartwright was one of the people who received the Academy Award for the CAPS system (it also was awarded the Guinness World Record for first fully digital feature) and says that the success of the movies in the Disney Renaissance were due, in part, to the headway they made on Rescuers Down Under. “The look of those pictures, having the richness and the colored lines and the tones and the shade and the shadows and all the different moving elements could never have been done that way without the system. And I think part of the appeal of those movies is their look, how lush they look,” Cartwright said. “I'm proud that it worked out and they actually been able to use it to effect.” Cartwright stopped by the production of Home on the Range, one of the last traditionally animated Disney movies, and was shocked to see that they were still basically using the same CAPS system he helped develop. There’s still a lonely CAPS terminal at Walt Disney Animation Studios, as it’s known now. Just in case.
Schumacher would continue to be a hugely influential figure at Disney, eventually serving as President of Walt Disney Animation and Walt Disney Theatrical Group. He’s still President of the Theatrical Group, where he’s overseen the transition of several beloved animated Disney classics to the stage. Still, damnably, there has been no theatrical Rescuers Down Under adaptation. Maybe one day.
Peter Schneider put his own involvement in The Rescuers Down Under (and future Disney films) into perspective while sipping his wine. “I could just talk about the fact that my role at animation was to empower the artists to reach for the moon. To reach for the stars, to go further than they thought they were capable of going,” Schneider said. “And I would say that the proof of that is that they turned out this extraordinary 15 years of movies, which fundamentally changed Hollywood.”
And years later, Gabriel would run into his archenemy in the most likely of places. “One time I was in line at airport security and who is right behind me? Macauley Culkin. This is only about 2-3 years ago,” Gabriel remembered. “A lot of water under the bridge but I was very carefully thinking, How can I say anything? It’s kind of a funny story. But I just thought, There’s no way I can broach this without him thinking I’m going to pull out a gun and shoot him. So I didn’t say anything. But I did want to tell him, ‘You were part of one of the worst weekends of my entire life.’” Sure, it was one bad weekend. But the legacy of The Rescuers Down Under remains strong, thanks to the tireless hard work of some very talented artists and technicians, who broke new ground and changed the industry forever.
For more Disney deep-dives, check out our pieces on the making of Atlantis: The Lost Empire and Chicken Little.
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