Waking Sleeping Beauty

If you had young kids in the late 80s or early 90s, then you are no stranger to Disney’s animated blockbusters of those decades, like Little Mermaid or The Lion King. Now you have a chance to go behind the scenes with a new documentary, Waking Sleeping Beauty. The film was recently screened at the South by Southwest (SXSW) festival and is being distributed theatrically by the Walt Disney Company.

The project originally came together when Don Hahn (producer, The Lion King) and Peter Schneider (former head of Disney Feature Animation) decided it was a story that needed telling. After pitching the idea to then Disney Studios chief Dick Cook, the company agreed to provide a small budget and let Hahn and Schneider produce a candid documentary, “warts and all.”

Hahn and Schneider decided to focus the film on the decade from 1984 to 1994, which Hahn describes “as the perfect storm of talented executives and creatives, who came together to reinvent the magic of Disney animation.” This era starts at the transition point when many of the original Disney animators were retiring and as the division was being infused with new blood (such as John Lasseter, Tim Burton and Brad Bird). It’s also the point at which the new executive team of Michael Eisner and Frank Wells took the reigns of the corporation. The era ends at another transition point, after the untimely deaths of co-CEO Frank Wells and lyricist and creative force Howard Ashman, as well as the departure of Disney Studios head Jeffrey Katzenberg. Although the animation division continued with more successful films, the documentary ends with The Lion King.

Since Don Hahn had been in the middle of the action, he became the ideal choice to direct and even narrate the documentary. Not only did he intimately know the story, because he’d lived through it, but he also knew about many of the available media assets. Much of the documentary comes from news clips, internal videos and electronic press kits used to promote the various films. In addition, the animators themselves produced quite a few of their own “home videos” and unique caricatures that Hahn could use to enhance the visuals.

Waking Sleeping Beauty took about a year and a half to post and went through the hands of three editors (Vartan N. Nazarian, John “JD” Ryan and Ellen Keneshea).  As Hahn explained, “I had three editors on the film and it turned out to be a great way to work. They each brought a special talent and perspective to the film. Vartan did most of the ‘heavy lifting’ to get us to our first cut. I consider JD as my ‘forensic editor’. He picked up after Vartan and was the guy who dug in deep to find those little ‘gems’ of never-before-seen footage that make this film special. Ellen – with whom I’d worked on other films – came in at the end with a fresh eye, finished the film and gave it polish.” The editors were also aided by assistant editor, Andrew Sorcini, who found and pulled many of the photos and film clips.

Vartan Nazarian expanded on the workflow, “We started with about 250 hours of archival footage in just about every type of format, from old VHS, ¾” and Hi8 to HDCAM and everything in between. That actually grew throughout the edit, as more clips were found. Over about a two month period, I was able to get the first 250 hours down to around a two-and-a-half hour assembly, which was the basis for Disney greenlighting the project. From this point, the various versions averaged around 100 minutes until it was trimmed to its final 88 minute length.”

I asked JD to explain a bit more about how he and Don Hahn worked in pulling together some of the footage. He replied, “Having spent time at Feature Animation and knowing most of the artists involved in the films of those days, I was able to bounce ideas off of Don and remind him of things that I might have been told by animators in my day as a production assistant in the late 90s.  I remember at the beginning of my time on this project, that I mentioned Joe Ranft.  Here was a wonderfully terrific, kind and talented man, who had helped me get my start in animation.  Going through the footage that was available to me, I was finding all sorts of footage of Joe.  I would mention this to Don and we would find a way to make the material we had work into the story.  Sometimes it worked, other times it didn’t.”

A film like this always has its challenges – especially since the story was being told from an internal point-of-view. Ellen Keneshea responded, “This is really a very affirming story. The studio was very supportive and they backed Don in letting this be very candid. It was screened for all of the principals in the story and everyone was glad we were telling this story. It’s really about the hearts and minds of the animators and less about the technology, so we wanted to be true to them.”

Nazarian pointed out that, “The biggest creative challenge was finding the right visuals to illustrate the story, since there isn’t actual footage of every single event. Our objective was to stay within the proper context of the images, even if they might not be from the literal event. Sometimes, we only had audio interviews for certain people, so a lot of effort went into filling the visual gaps in our source material. A case in point is one of the most emotionally powerful moments in the film -  ‘Katzenberg’s Day Of Atonement Talk.’ I edited that scene from footage of a story-and-design meeting that Katzenberg had with the artists and crew for the movie Aladdin. The footage is completely from a different meeting. Yet it serves strongly to show Katzenberg’s concern for the duress and stress the artists were going through both in work and in their personal, familial lives in order to meet the hectic deadlines that he was strongly responsible for creating.  It shows Katzenberg’s compassion and guilt for the artists’ suffering and clearly expresses visually the pain and frustration of the artists.”

A huge technical challenge was how to best deal with the mix of formats. Since the bulk of the footage was standard definition, the decision was made to cut the project as a 30i NTSC project using the available SD sources, regardless of proper timecode. After the cut was locked, clips that were used in the sequence were then upconverted to HDCAM 1080i masters. Downconverted standard definition copies of these tapes were used to replace all the footage by “eye-matching” each clip. Although very time-consuming, this allowed an edit list to be turned over to the online facility with timecode that would correctly match the HD sources. Ultimately the 1080i edited masters were converted to 24p for distribution. Digital Film Tree assisted in the various conversions of source footage and Fotokem handled the final online assembly, color correction and digital intermediate work for film. Waking Sleeping Beauty includes about 70 minutes of original music, seamlessly written and integrated around the animated film elements by Chris Bacon. The final mix was done at Skywalker Ranch.

The format challenge affected the choice of which editing system to use. Hahn had originally leaned towards Apple Final Cut Pro. “I owned Final Cut myself. I thought it might be best in handling such a wild variety of video formats, but it’s really a matter of what the editors are most comfortable with. Vartan suggested Avid Media Composer instead, which was fine with me, since that’s what we had been using for all of the animated features. It turned out to be a good choice, because all three editors were very familiar with Media Composer.”

Vartan added, “While I know FCP well, this project’s needs weighed heavily in favor of using Avid. We started cutting this in my apartment on Media Composer version 2.8 with a Mojo SDI. In the end, we were on 3.0 with a Mojo DX and shared storage, so there was lots of real time capability, which could not have been done in FCP without image degradation and a lot of rendering. All of the rough cut editing was at DV25, but we also redigitized footage for screening at the 1:1 standard def resolution. The systems were rock solid. Avid’s media management is far superior to FCP’s, so I really couldn’t imagine doing it on any other system than Media Composer.”

I asked Ellen to characterize some of the changes in the cut. “Don had a really good idea of how he wanted the story to unfold. There were only minor concept changes, since this was told in a linear fashion,” she replied. “Originally we weren’t going to put any clips from the animated films into the body of the film. Instead they would be shown together at the end; however, this changed after some of the screenings. These sections really cried out for seeing a clip of the film as it was being discussed or described. That would tie it all together for the audience. So, we opted to scatter some clips of the films through the documentary. Another idea that we resisted was a ‘where are they now’ style of ending. The idea was entertained, but in the end, everyone felt that stopping with 1994 was a natural close to the film, since this was a new time of transition for Disney.”

The film does culminate in a very moving montage of iconic animated shots set to the song Part of Your World. This was edited by JD Ryan, who explained, “When we started the project, Don really wanted to hold off on showing final color of the animated films until the end.  During the course of the film we would see pencil sketches and story boards – the inner workings that it takes to make one of these films. But in the final moments of the movie, you would be left seeing those iconic moments that really captured the great work that was done during this time. Pulling them together was a treat. As a theater-goer of those films, you are left with this great sense of joy in recalling the movies that garnished the silver screen in the late 80s and early 90s, and for those people who were seeing the film and had the pleasure of working on them, there’s an added sense of great pride.”

Waking Sleeping Beauty is upfront about the corporate politics that surrounded Disney during those years, especially at the senior executive levels. Nevertheless, there are no villains in the plot and the story is as much a “comeback kid” story as any scripted, dramatic feature. Don Hahn put it best, “Animators tend to labor in obscurity and we all felt this was a story that should be told. These are people who brought a lot of happiness to audiences and also made a lot of money for the company. Waking Sleeping Beauty is really about what they went through on a personal level to make these films.”

Written for Videography magazine (NewBay Media LLC)

©2010 Oliver Peters

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