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Steve T. writes in to say:

My family and I caught a sneak preview of "Nancy Drew" this past weekend. And I was surprised to see Pat Carroll do a cameo in that movie. She's always been one of my favorites, even before she did her memorable turn in Disney's "The Little Mermaid ." But I've also heard stories that Pat wasn't actually the studio's first choice for Ursula. Could you please tell me who else Disney considered for the role of the sea witch in one of your upcoming "Why For" columns. Thanks, Steve T.

Dear Steve T.

Yeah, you're right. Pat Carroll really is wonderful as the voice of Ursula. No other performer out there could have put such a smart & sophisticated spin on the sea witch. Thanks in great part to Pat's sly vocal performance, this evil character is immensely entertaining to watch.

And yet -- when Ron Clements, John Musker, Howard Ashman and Alan Menken were initially working on "The Little Mermaid" -- Pat Carroll was not the performer that they had in mind to play that film's villain. You see, Ashman (Who was a huge fan of "Dynasty ") dreamed of having Joan Collins play Ursula. Whereas Musker & Clements ... They actually hoped to persuade Bea Arthur (Of "Maude " & "The Golden Girls " fame) provide the voice of the sea witch.



Copyright 2000 Universal Studios & 1987 Touchstone Television. All Rights Reserved

So if that was really the case, how then exactly did Pat Carroll wind up with this role ? Well, to answer that question, I must turn to one of the better inside-animation books that's been written in the past 10 years, Allan Neuwirth's "Makin' Toons : Inside the Most Popular Animated TV Shows and Movies " (Allworth Press, April 2003). This entertaining & informative paperback contains what many consider to be the definitive account of the "Mermaid" creative team's epic search for just the right actress to play their sea witch. And -- with that author's kind permission -- I'm now going to quote extensively from Neuwirth's interviews with Carroll, Clements, Menken and Musker about what these folks all went through in order to bring Ursula to life.

Of course, given that Arthur was then working for the Walt Disney Company (I.E. Playing the role of Dorothy Zbornak in the hit Touchstone sitcom) ... In the spirit of corporate synergy, it only made sense that Ron 'n 'John would then attempt to recruit Bea to play Ursula. Which is why -- in their original screenplay for "The Little Mermaid" -- these writer / directors actually described the sea witch as " ... having a Bea Arthur-type basso voice."

Of course, what Musker & Clements hadn't counted on was that Arthur's agent would roadblock their attempts to contact this sitcom star. "Her agent, I guess, read the script, and ... somehow in her mind, (it came across as if) we were saying Bea Arthur was a witch," said Musker. "I don't think that she even gave it to her."

So with Bea now out of the running, Ron 'n' John then began auditioning other TV favorites to possibly voice this role. And among the actresses that they met with during this first round of casting were Nancy Marchand (I.E. Best known today for her performance as Tony Soprano's manipulative mother, Livia in that HBO series ), Charlotte Rae (I.E. Who played Mrs. Garrett on NBC's "The Facts of Life ") and -- would you believe -- Roseanne ?!



Copyright 2000 Home Box Office, Inc. & 1980 Sony Pictures, Inc. All Rights Reserved

Meanwhile, given that Ashman reportedly couldn't convince Disney brass to approach Joan Collins about playing Ursula, Howard then moved on to his second choice for this role. Which was Broadway veteran Elaine Stritch (FYI : Stritch was one of the actresses that Disney execs originally considered for Dorothy Zbornak before they ultimately offered this part to Bea Arthur).

Ron Clements remembered that " ... we liked Charlotte Rae, and Howard was totally gung ho for Elaine Stritch. Neither of them had done ("Poor Unfortunate Souls") yet. So we held second auditions where Elaine Stritch would do the song, and Charlotte Rae would do the song." In the end, Stritch won out because -- as then-"Mermaid" storyman Roger Allers recalled -- "(Elaine) was fantastic as the witch. It was this boozy kind of witch ... it was hysterical."

So with Stritch cast as Ursula, the "Mermaid" production team then began working up designs for a tall, thin regal-looking sea witch. Which is why -- at this point in production -- the character was first modeled on a manta ray (Which then allowed the artists to give this villainess a stylish cape) and -- later -- a scorpion fish.

But then Elaine began having creative differences with Howard, with this stage vet having difficulty following the lyricist's very specific directions. "(Ashman) was very Svengali-like," Musker explains. "And he would sing the demo for (the performers that we'd hired for this picture. Howard) was the witch, and he was the crab, and (Ashman) would shape those performance. (Howard) would really channel himself into those people to do (the specific sorts of) performances that he (wanted for our film. And -- in the end -- Stritch) wouldn't do the song at the tempo (that Ashman) wanted."



Copyright 2003 Home Box Office, Inc. All Rights Reserved

So -- after several weeks of effort -- Elaine was let go. "And we then had to go through a whole 'nother group of auditions ...," Clements continued.

It was during Disney's second search for a suitable voice for the sea witch that Pat Carroll was finally brought in to audition for this part. And to this day, this veteran character actress vividly recalls her reaction to the material. "After I read the script, I thought, 'Oh, this is going to be so wonderful ... and then, I heard the music and thought, 'Oh my God, that's like a Broadway score !' "

And given that it had been Carroll's lifelong ambition to voice a character in one of Disney's animated features, she immediately agreed to do an audition. But -- that said -- Pat never actually expected to be cast as Ursula.

Why For ? Well, as Carroll described the circumstances around her initial audition: "I went out to the studio, and looked around the room at all of us ladies ... There were ladies there I recognized from film, there were ladies that I recognized from television ... (This) was a highly sought-after job. And in New York, they were doing the same thing. So I knew I was one of many ... This was not, 'Oh, we must get Pat Carroll.' "

So Pat then went in and gave it her best shot. And then a full year went by before Carroll's agent finally called to congratulate her on landing a part in this Disney project. And what was Pat's response ? "(I said) 'What Disney film? ' Come on, it was a year later. I'd done a lot of things in the meantime. Can you believe that -- I didn't even know what the hell he was talking about."

After she'd officially won the role, the very first thing that Carroll recorded was the song "Poor Unfortunate Souls." And Pat's approach to the rehearsal process for this song couldn't have been more different than Elaine Stritch's.



Alan Menken (left) and Howard Ashman

Copyright 1989 Disney Enterprises, Inc.

All Rights Reserved

Carroll recalls a conversation with Ashman where ... "I said, 'Y'know, before we do this, would you do the number the way you see it and you do it?' He did -- and I said, 'I got you, Howard. I know exactly what you want.' He gave me that performance ! Come on, I'm honest enough to say that. I got the whole attitude from him ... and his shoulders would twitch a certain way, and his eyes would go a certain way ... I got more about that character from Howard singing that song than from anything else."

And as they went along, Pat would fold even more bits of Howard into her performance. Take -- for example -- Ashman's habit of always saying "innit" instead of "isn't it." "I asked, 'Howard, may I use that?' ," Carroll continued. "(And) he said, "Of course, I wished you would !"

Even though the performer & the lyricist obviously got along well, Pat still remembers the rehearsal & recording sessions for "Poor Unfortunate Souls" as being rather brutal. "(Ashman and Menken) were absolutely military in their adherence to what they wanted. Many times, I'd go home with my vocal chords blown. Because you have to do it over and over and over again ... And I would occasionally have to say, 'Gentlemen, may I take a five-minute break to breathe, and get some water, and just rest.' They'd say, 'Absolutely.' But they were relentless in their pursuit of excellence, and I adore working with people like that."

That said, Carroll recalls coming home one night and complaining about her tough day at the studio. "And I was griping, as actors are wont to do instead of being grateful they're working. My youngest daughter, Tara -- who's now an actress and director -- said, 'Mom, may I remind you, you're in something that fifty years from now may be shown, and all your work you've done in the theater will have gone by the boards and disappeared. What you're working on now will be seen by our children, and our grandchildren, and our great-grandchildren.' I looked at her and I thought, the kid is right. And I said, 'Tara, are you telling me that my grandchildren will only know me as a squid?' We both began screaming with laughter, because she knew what I was saying was right."



Copyright 1989 Disney Enterprises, Inc. All Rights Reserved

But in the end, all of that hard work clearly paid off. Because when "The Little Mermaid" swam into theaters in November of 1989, Ursula was immediately embraced as one of Disney's very best baddies. Based -- in large part -- on Carroll's delightful vocals.

Of course, what helps make Pat's performance so deliciously evil is that she drew her inspiration for the sea witch from a very unusual place. As Carroll explained, ""I (saw Ursula as this) ex-Shakespearean actress who now sold cars. It's the attitude ... the voice was very Shakespearean: Hello, my dear ! Oh, no, dahling ... Very theatrical -- but the pitch was a used car salesman. Very, very patently obvious. No subtlety there. She was being unctuous, and oily, and ever so wily ... but you saw right through her. I'm surprised (that Ariel) didn't !"

Mind you, over time, this one over-the-top performance has begun to eclipse the rest of Carroll's august body of work. All those decades of turning in stellar performances for the stage, screen and television. But -- that said -- Pat has no regrets.

Carroll calls her work in "The Little Mermaid" " ... the one thing in my life that I'm probably most proud of. I don't even care if, after I'm gone, the only thing that I'm associated with is Ursula. That's okay with me, because that's a pretty wonderful character and a pretty marvelous film to be remembered by."

And Carroll clearly is remembered, given the steady number of autograph requests she still receives from animation fans all around the globe. But recognizing who the real draw here is ... Well, that's why Pat always sign images of the sea witch in a certain way. "I always sign pictures ... 'Dear Sweetlips: I hug you with my tentacles. Oceans of love, Ursula.' And then, underneath, in parentheses, I put 'Pat Carroll,' very small. (Because) they don't know who this Pat Carroll is, but they do know who Ursula is."



Emma Roberts (left) and Pat Carroll in Warner Bros. "Nancy Drew"

Copyright 2007 Warner Bros. All Rights Reserved

Well, as for all us animation fans out there ... We actually do know who Pat Carroll is. Which is why we're delighted to see that this great old broad is still out there working. Still stealing scenes in films like "Nancy Drew." More importantly, that she keeps coming by the studio to record dialogue whenever Disney wants to use Ursula in a new video game or have the sea witch make an appearance in a new parade or show at the parks. Here's hoping that Ms. Carroll is around to hug us with all her tentacles for many years yet to come.

Anywho ... That's the story of how Pat Carroll eventually wound up playing the role of Ursula the sea witch in "The Little Mermaid." "Special thanks again to Allan Neuwirth for allowing me to use all of those great quotes from his interviews with Roger Allers, Pat Carroll, Ron Clements, Alan Menken and John Musker.

By the way, 'The Little Mermaid' isn't the only movie that's discussed in great detail in 'Makin' Toons : Inside the Most Popular Animated TV Shows and Movies .' So if you want to read some juicy behind-the-scenes stories about the creation of 'Toy Story ,' 'Shrek ' and 'Ice Age ,' then you really need to pick up a copy of this 366-page paperback.

And FYI: Allan's newest book -- "They'll Never Put That On The Air " (Allworth Press, February 2006) -- is a terrific read too.

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