A Very Merry Musical: Walt Disney’s Babes in Toyland

 “I’m here to invite you to a celebration in our village… so put on your best smile, set free your imagination, and come with us to Mother Goose Village,” Mother Goose says in the introduction to Babes in Toyland.

Have you ever wondered where Santa Claus gets all the wonderful toys he gives at Christmas?  According to Babes in Toyland (1961), Walt Disney’s magical mix of music, laughter, and fun, it’s Toyland’s lovable Toymaker who creates the soon-to-be-treasured playthings Santa delivers on Christmas Eve. In this charming fantasy, Walt’s first live-action musical, all of Mother Goose Village is celebrating two of its most beloved citizens, lovely Mary Contrary and handsome Tom Piper, who are about to wed—only the dastardly Barnaby seeks to stop their happiness. In a tuneful, colorful adventure that leads to merry, magical Toyland, our heroes team up with their young friends, including Bo Peep and Willie Winkie, to help the Toymaker meet his Christmas deadline. Babes in Toyland is a cherished holiday tradition, and this year D23 celebrates the feature as a 50 and Fabulous film. Let’s pack up the enchanted sleigh and take a look back at all the wonders of Walt Disney’s Toyland.

“The music for our motion picture Babes in Toyland is based on Victor Herbert’s original score, which he wrote more than half a century ago,” Walt explained in 1961. “We have updated the music and lyrics to fit current trends, but the melodies remain the same.” Combining classic Mother Goose characters with an entrancing vision of a Toyland where wooden soldiers come to life, Herbert’s musical fantasy is an audience favorite. Much as he had done with Tchaikovsky’s classic ballet for Walt’s animated version of Sleeping Beauty (1959), Disney composer George Bruns adapted Herbert’s score, changing the tempo of many songs, making new arrangements, transforming some themes into complete songs, and composing three new tunes—all to enliven Disney’s version of the timeless stage show.

While there had been many theatrical productions of this evergreen musical before Walt mounted his spectacular big-screen adaptation, there had also already been a screen version of the show, released in 1934 and starring Laurel and Hardy. Produced by comedy maven Hal Roach, this black-and-white film—re-titled March of the Wooden Soldiers in 1961 so as not to compete with the Disney release—also featured several “live” versions of Disney animated characters. (Roach personally sought Walt’s permission to use Mickey Mouse and the Three Little Pigs, and he provided his full cooperation.)

“About 1958 or ’59,” recalled animator/director Ward Kimball, one of Walt’s fabled Nine Old Men, “Walt called me up to his office and explained he had the rights to Babes in Toyland. Walt wanted to know if I’d like to take a crack at it because it would go into the public domain in 1960. There had already been two or three attempts at the Disney Studio to write some sort of story, but Walt figured that maybe I would have a different angle on it. I never agreed with the original Victor Herbert plot structure because the relationships between the characters seemed confusing. I forgot about what had been done before and worked out a plot where there was no doubt about what Barnaby was up to. Then I sat down with [veteran story artist] Joe Rinaldi and we did the storyboards. That’s what Walt saw and he liked it. Next, I got Mel Leven to write some new ‘Gilbert and Sullivan’ type lyrics. Walt always thought that a song should advance the plot. That was the big change in Babes, and Walt liked it.”

The sweet star of Babes in Toyland is Annette Funicello—Disney’s “girl next door” from TV’s Mickey Mouse Club—then at the crest of her success as a recording star. Though one might assume Babes in Toyland was planned as an Annette vehicle, Walt actually mused for some time about who to cast as Mary Contrary. Finally assistant to the producer Lou Debney said, “Well, Walt, in my opinion, if Columbia or Universal were making this, they’d probably be calling you, saying, ‘Can we borrow Annette?’” In fact, Annette remembered “all these redheaded gals coming to the studio for years being auditioned for the part of Mary. One day, however, Walt Disney walked up to me and said, ‘Follow me to the hairdressing department. I want to see how you look as a redhead.’ I guess he liked the way I looked because I got the role. For me it was a dream come true. People ask me what is my favorite film that I have done, and I have to admit, this is it.”

Annette’s vocal performances of the film’s songs are lovely, even though she considered Victor Herbert’s light opera melodies the most difficult she ever attempted. “Tommy Sands had a magnificent voice,” noted Annette, “he never had any problems, but I was a little shy about singing those beautiful songs.”

Teen idol Tommy Sands stars opposite Annette as Mary’s sweetheart, Tom Piper. The young singer was a national sensation since his starring role in The Singin’ Idol, a 1957 presentation on NBC’s Kraft Television Theatre, in which he was cast at the behest of admirer Elvis Presley. “I was doing a film with Fabian called Love in a Goldfish Bowl (1961) at Paramount,” related Tommy. “There were actually several of us up for the role in Babes—James Darren, Michael Callan, and myself—but one day Walt asked if he could come over and see the dailies. I was a bit concerned. I had my hair bleached blonde for Goldfish Bowl, so I would contrast with Fabian, but after Walt saw the dailies, he told my manager I had the part. I signed the contract and was thrilled.”

For the comically villainous Barnaby, Walt made the offbeat choice of Ray Bolger, beloved as the Scarecrow in MGM’s The Wizard of Oz (1939). Walt cast Ray because, Lou Debney recalled, “he said, ‘I remember Ray Bolger when I was taking a trip to Hawaii on a boat. Ray Bolger was there, and after dinner, why, he would perform. God, that guy can dance.’” Returning to the screen after an eight-year absence in which he starred on Broadway and television, Ray essayed his most unusual role as the scheming Barnaby. “I’ve never done a part like this before, and I couldn’t resist the challenge,” admitted Ray. “He enjoyed playing Barnaby,” recalled Ward Kimball, “and played it in an old-fashioned melodrama kind of way.” Walt said, “Here’s a guy who can dance, sing, and has a face we can make a villain out of.”

Longtime comedy favorite Ed Wynn was deliciously cast as the befuddled Toymaker. “It was Walt’s challenge to recapture something we laughed at 30 years ago that intrigued me. That something is a combination of the dramatic, together with parts of The Perfect Fool and The Fire Chief characters I played on stage and radio that long ago.” Ed’s newly found status as a movie actor in such films as Marjorie Morningstar (1958) and The Diary of Anne Frank (1959) even caused him to be mobbed at the Dallas airport on a publicity tour. “Nowadays, I have almost as many fans as Elvis Presley,” laughed Ed. “Only difference is that when they swoon, they have a hard time getting up again.” “Ed Wynn was always ‘on,’” commented co-star Tommy Kirk. “He was a nut.”

Based on the young actor’s popularity in films ranging from Old Yeller (1957) to Swiss Family Robinson (1960), Walt found a role for Tommy Kirk whenever he could. In Babes in Toyland, Tommy plays the daffy inventor Grumio. “Tommy was very talented,” observed Annette. “He never realized what a fantastic comedian he was.” Another Disney favorite, Kevin “Moochie” Corcoran is joined by his bother Brian as two of the titular Babes. Kevin and Brian appear as Boy Blue and Willie Winkie respectively. Like his older brother, 10-year-old Brian was under Studio contract and was seen in such Disney TV mini-series as Elfego Baca, Texas John Slaughter, and Daniel Boone. Doing a hilarious Laurel and Hardy-like turn as Barnaby’s henchmen, Gene Sheldon (one of America’s foremost pantomime artists) and Henry Calvin steal the show, just as they had done on the Zorro TV series. Interestingly, Henry performed as Oliver Hardy opposite Dick Van Dyke’s Stan Laurel on a classic episode of TV’s The Dick Van Dyke Show.

Singer Ann Jillian made her motion picture debut in Babes in Toyland. This talented young actress went on to appear in Gypsy (1962), the 1980s TV series Jennifer Slept Here, and for Disney, the well-loved Sammy the Way-Out Seal on Walt Disney’s Wonderful World of Color in 1962. “Working in Babes was like living out a fairy tale,” remembered Ann. “Ray Bolger taught me how to tango while we were both in costume one day. It’s such a blessing, as a child, to be encouraged to pretend. It fascinated me that people were actually paid to make up all those wonderful sets. Yes, it really was like living out a fairy tale.”

Three Disney soundstages were utilized to house the fanciful film’s enormous sets. These candy-colored backdrops, designed by legendary art directors Carroll Clark and Marvin Davis, set a whimsical stage for the lively action, creating a cartoon-like world of fantasy. “We had carpenters who’d worked all those years on the Mickey Mouse Club, and they could make anything,” revealed Ward Kimball. “There was also a certain cartoon quality that we tried to go for. Originally, they were thinking of doing Babes as a cartoon, but when you’re doing a feature cartoon, you’re talking about two years of work. There was the time element involved here. Doing it as a live-action film, we could do it quickly. Walt also had his stable of stars available at that time.”

“The Babes sets were a fun place to be when you’re a kid,” recalled Kevin. “The Pumpkin House and Mother Hubbard’s shoe were set up like living rooms with little tables and chairs, dollhouse furniture. Walt was very particular in what he did, and he didn’t do anything halfway—he wanted to do it right or not do it.” Filling a stage longer than two football fields, the spooky Forest of No Return included smoke-like fog, cobwebs, and 100 fiberglass trees, hauntingly highlighted by blue and purple spotlights and backed by a 180-degree cyclorama-like painting. For the singing-and-dancing sentinel trees, special effects artist Robert Mattey fashioned tubular foam rubber into trunks, sculptured with burners and spray-painted for a weathered look. Movable eyes, arms, and mouths were operated by dancers inside the tree “costumes” through a specialized set of rigs.

For the scenes in which the Toyland characters are made toy-size by Grumio’s “poof” gun, eye-popping oversize versions of many of the Toymaker’s shop’s sets and props—including furniture, toys, and an immense birdcage—were crafted. Among the most elaborate of the film’s fantastical props is the wacky Toymaking machine. It took 28 Disney stage electricians to control its operation from a panel of 400 switches. Composed of everything from Lucite globes, glass tubing, steel pipe, rubber hoses, and oscilloscopes to neon lights, multi-colored cellophane, balloons, and ping-pong balls, the contraption even included a childlike design complete with robotic face. “It looks great,” said Walt. “But if it could only work, really work, we could revolutionize the toy business.”

One of the movie’s most delightful props is actually one of its most lovable characters: Sylvester (“my friends call me Silly”) Goose, a puppet voiced by director Jack Donahue. “Mary McCarty as Mother Goose held this puppet,” explained Ward Kimball,” and right out of sight behind her was Jimmy Macdonald, head of our Sound Effects department. He made the goose’s mouth move, synchronizing it with the dialogue, by reaching his hand up Mary’s arm.” Mel Leven recalled that in the “Floretta” number, “it was my gag when the gypsy picked up the goose’s foot to read its palm and sang, ‘I see in your palm you are lonesome for Tom’ [to the goose instead of Mary]. Well, Walt thought that was so funny he almost fell off his seat. He just roared about that one.”

Oscar®-winner Bill Thomas designed the lavish costumes including Mary’s holiday-themed hand-embroidered red-velvet robe with white fur stole and matching muff. This elegant cloak was worn over Mary’s exquisite winter-white wedding dress. Annette was so thrilled with Bill’s costumes that he designed the bridal gown for her real-life fairy-tale wedding in 1965. The Walt Disney Archives proudly counts Mary’s Christmas ensemble and Tom’s wedding outfit, as well as their magical sleigh, among its treasures.

Disney special effects sparkle throughout Babes in Toyland, from the animated stars that emanate when Tom is hit on the head with a mallet to the ever-deepening pool of Roderigo’s crocodile tears during the “Slowly He Sank to the Bottom of the Sea” number. Another highlight is “I Can’t Do the Sum,” in which Ms. Funicello splits into a series of multi-colored Annettes, forming a chorus in which she sings with herself, echoing the famed “Annette sound” of overlaid vocals. “‘I Can’t Do the Sum’ was actually one of my favorite scenes,” Annette said, citing the movie magic throughout the number. “I was working on wires when I was walking on my hands.”

The film’s climax is the rousing “March of the Wooden Soldiers” sequence, in which a miniaturized Tom leads a toy battalion against Barnaby. Ward Kimball, who was also an avid toy collector, headed the special unit set up for the making of the more than 100 toys created especially for this dynamic scene. Many of the toys incorporated working parts from store-bought playthings, converted to fit the enchanting sequence’s uniquely designed characters.  Disney’s resident stop-motion animation experts, Bill Justice and X. Atencio, with an assist from master sculptor Yale Gracey and Ted Tillman, of the studio property department, handled the creation and “animotion” (the Disney-created term for stop-motion animation) of the individual characters.

The toy soldiers were made with interchangeable sets of arms and legs so that the stop-motion camera could capture their parading. “The marching sequence was all on a 12-beat,” explained Bill, “which meant the toy soldiers would each take a step every 12 frames. Each one of those soldiers—we had 40 in some scenes—had 12 sets of legs that had to be changed every frame in order to make a complete step.” The soldier figures were about 12 inches high with bodies cast out of hollow fiberglass. Babes in Toyland‘s red-uniformed toy solders became the breakout stars of the film and have been featured in holiday parades at Disney theme parks ever since the movie’s premiere.

Babes in Toyland marked the first time Disney’s licensees had the opportunity to manufacture toys that were actually seen in a movie. The Fairy Princess doll played with by Annette in the endearing “Just a Toy” number was designed especially for the film by Uneeda Doll Co., and 367 separate fun-filled Babes in Toyland items, including puzzles, puppets, Colorforms, costumes, and games were manufactured by 45 companies participating in the giant Christmas promotion.

Feature stories ran in The New York Times and Life, but the most spectacular celebration of the film came courtesy of Walt Disney himself. Originally colorcast on December 17, 1961, on Walt Disney’s Wonderful World of Color, “Backstage Party” featured Walt inviting his viewers to the Babes in Toyland wrap party. The principal Toyland stars performed songs and comedy routines, accompanied by such Disney staffers as composer George Bruns on trombone, lyricist Mel Leven on ukulele, and sound effects expert Jimmy Macdonald on drums. Choreographer Tom Mahoney danced, director Jack Donohue took some good-natured ribbing, and Tommy Kirk presented Ed Wynn with a “Mousecar” award commemorating Ed’s 60th anniversary in show business.

Released on December 14, 1961, Babes in Toyland was showcased as the Christmas attraction at Radio City Music Hall where Ray Bolger, coincidentally, had danced at the great theater’s grand opening in 1932. This toy-riffic tune film was honored with two Academy Award® nominations: Best Scoring of a Musical Picture (George Bruns) and Best Costume Design (Color) (Bill Thomas). So colorful and fascinating in themselves were the film’s ornate settings that an elaborate exhibit of Toyland sets were displayed at Disneyland’s Main Street Opera House from December 1961 through September 1963. The movie made its television premiere in two parts on The Wonderful World of Disney, on December 21 and December 28, 1969, where Mary Contrary herself, Annette, introduced the merry musical as a Christmas event. Since then, after multiple yuletide airings and its first release on home video in 1982, this kaleidoscopic collage of holiday treats has become a seasonal tradition in many homes.

Weaving such wondrous screen enchantment was child’s play for Walt and his motion-picture merrymakers. And for the rest of us, Babes in Toyland remains a tuneful treat at Christmas or any time of year.

By D23′s Jim Fanning