“No story in English literature has intrigued me more than Lewis Carroll’s Alice in Wonderland. It fascinated me the first time I read it as a schoolboy and as soon as I possibly could after I started making animated cartoons, I acquired the film rights to it. Carroll was revolutionary in the field of literature. He violated the serious Victorian tradition by writing Alice in a vein of fantasy and nonsense. In fact, he was a pace-setter for the motion picture cartoon and the comic strip of today by the style he introduced in his fantasy. People in his period had no time to waste on triviality, yet Carroll with his nonsense and fantasy furnished a balance between seriousness and enjoyment which everybody needed then and still needs today.” — Walt Disney, quoted in American Weekly - August 11, 1946

There were three silent film versions of Alice’s Adventures in Wonderland (1903, 1910 and 1915) and while Walt Disney never mentioned seeing any of them, it is certainly possible that he might have seen at least one of them either when they were released or in preparation for his film version.

However, it is documented that Walt not only read but studied and recommended a 1920 book titled Animated Cartoons by E.G. Lutz.

In the final chapter, discussing the future of animation, author Lutz states: “Lewis Carroll’s Alice in Wonderland is a good example of the type of fanciful tale on the order of which animated cartoons could be made for children. The Mad Hatter would make an admirable figure to pace across the screen. An artist desiring to be the author of an animated story built on the model of Carroll’s classics would need a gleeful imagination and a turn for the fantastic. And he would require, besides, if he hoped to draw characters of a par with Tenniel’s depictions, more than the ordinary qualifications of a screen draftsman.”

This suggestion might have inspired Walt’s decision to title his successful animated series, about a live-action little girl interacting with a fantastical world of cartoon characters, the Alice Comedies and call the first installment Alice’s Wonderland.

The year 1932 marked the centennial of the birth of Lewis Carroll (the pseudonym for the Rev. Charles Dodgson) who authored the adventures of Alice, inspired by the child Alice Liddell. That year, Liddell, who grew up to be Mrs. Alice Hargreaves, visited the United States to receive an honorary degree and make personal appearances. In June 1932, she got to view three Mickey Mouse cartoons on a theatrical screen and was quite pleased and felt that Carroll would have enjoyed the new medium to tell stories.

At the time, silent screen star Mary Pickford, who was one of the founding members of United Artists, proposed to Walt Disney filming a feature-length version of Alice in Wonderland with little Mary playing the role of Alice in an animated Wonderland supplied by Walt Disney and his artists. Pickford was hugely excited about the project, did costume tests for the character, and issued press announcements. The film was planned for black and white, although some of the costume tests that survive were done in three-strip Technicolor. Walt did not appear to be equally enthusiastic about the project and with the announcement that Paramount Pictures was producing an all-star live-action film to be released December 1933, it ended work on the Pickford-Disney film.

“We have been asked to make Alice in Wonderland with Mary Pickford,” said Walt in the New York Times Magazine (June 3, 1934). “We have discouraged the idea, for we aren’t ready for a feature yet.”

Prompted by the success of Snow White and the Seven Dwarfs, Walt purchased several projects for future animated features, including the rights to Alice in Wonderland in 1938—in particular the rights to reproduce the original Tenniel drawings. Again, Walt told the New York Times Magazine (March 1938), “Alice in Wonderland should never have been done in the realistic medium of motion picture [referring to the 1933 Paramount film] but we regard it as a natural for our medium.”

Between December 1938 and April 1941, Walt held at least 11 documented meetings with various members of his staff to discuss the possibilities of making Alice in Wonderland.

“I’ll tell you what has been wrong with every one of these production on Carroll," said Walt Disney at a January 4, 1939 story meeting. "They have depended on his dialogue to be funny. But if you can use some of Carroll’s phrases that are funny, use them. If they aren’t funny, throw them out. There is a spirit behind Carroll’s story. It’s fantasy, imagination, screwball logic…but it must be funny. I mean funny to an American audience. To hell with the English audiences or the people who love Carroll…I’d like to make it more or less a 1940 or 1945 version—right up to date. I wouldn’t put in any modern slang that wouldn’t fit, but the stuff can be modernized. I want to put my money into something that will go in Podunk, Iowa, and they will go in and laugh at it because they have experienced it. They wouldn’t laugh at a lot of English sayings that they’ve never heard or that don’t mean anything to them. Yet, we can keep it very much Carroll—keep his spirit.”

Disney storyman Al Perkins researched Carroll and his work and produced a 161 page analysis of the book Alice in Wonderland that broke down the book chapter by chapter, pointing out the possibilities for animation. Some of these suggestions were later used in the final animated feature, including the idea that the White Rabbit should wear glasses because Carroll once commented that he thought the White Rabbit should have spectacles, even though Tenniel never drew the character that way. Perkins also felt that the Cheshire Cat should be expanded and appear in other scenes of the story and that the watch that the Mad Hatter and the March Hare fix should belong to the White Rabbit.

Beginning June 1939, British artist David Hall spent about three months to produce roughly four hundred paintings, drawings and sketches using the Perkins’ analysis as a guide. Hall had a background as a production artist in the film industry including DeMille’s The King of Kings (1927). Story conferences at the time were not helpful to Hall because Walt felt that his story people didn’t understand the spirit of the story. For instance, they had suggested changing the croquet match into a football game. According to the story conference notes, Walt considered this approach at humor as “Donald Duck gags” and that “I think the book is funnier than the way you guys have got it. Get in and study characters and personalities, and that’s where the real humor will come from.”

In November 1939, the Disney Studio filmed a Leica reel (a film of the concept drawings with a soundtrack to get an idea about the continuity and flow) using Hall’s artwork. The soundtrack included Cliff “Jiminy Cricket” Edwards doing the voice of the Talking Bottle (later changed in the final film to a talking doorknob).

“There are certain things in there that I like very much and there are other things in there that I think we ought to tear right out. I don’t think there would be any harm in letting this thing sit for a while. Everyone is stale now. You’ll look at it again and maybe have another idea on it. That’s the way it works for me. I still feel that we can stick close to Alice in Wonderland and make it look like it and feel like it, you know,” said Walt after viewing the reel that over the decades seems to have disappeared. David Hall left the Disney Studio January 1940.

At a meeting in April 8, 1941, Walt brought up the project again, “I’ve been wondering if we could do this thing with a live action girl. Here’s the value in the live girl over trying to animate it—we can animate a girl, make her run around and things—but carrying this story is different. There’s a lot of story here with the girl, and trying to carry the story with a cartoon girl puts us in a hell of a spot. We might, in the whole picture, have, say a dozen complicated trick shots, but the rest of them would be close-ups and working around it. We can get some good characters and good music. There’s so much stuff in this business, we could work around the girl.”

At the meeting, it was suggested that actress Gloria Jean, who was 14 at the time and had just appeared as W.C. Fields’ niece in the film Never Give a Sucker An Even Break, should be considered.

The outbreak of World War II prevented further work on that project. In 1944, the Disney Studios provided the cover artwork of a massive mushroom and the famous caterpillar for a record album based on Alice in Wonderland read by actress Ginger Rogers, who was 33 years old at the time. The album featured original music composed by Frank Luther and conducted by Victor Young. Initially on a set of three 78rpm records on the Decca label, catalogue number 5040, in 1944, it was re-released in 1950 in 7-iinch 45 rpm format and as a 10-inch LP. Besides Rogers, voices on the album included Lou Merrill, Bea Benaderet, Arthur Q. Bryan, Joe Kearns, Ferdy Munier and Martha Wentworth. Supposedly, Walt briefly flirted with the idea of doing the live-action/animated version of Alice with Rogers in the lead.

In the fall of 1945, Walt brought in writer Aldous Huxley to work on the live action/animation script for what was to become Alice and the Mysterious Mr. Carroll. The idea was that the film would star actress Luana Patten, who later appeared in Disney films Song of the South (1946) and So Dear To My Heart. Huxley was a well-known and prolific English writer probably best remembered for his novel Brave New World, written in 1932 about the anti-uptopian London of 2540, where the human spirit is subjected to conditioning and control. Very highly regarded for his ideas as well as his writing, Huxley through his friend novelist Anita Loos, spent some time in Hollywood in the 1940s doing some work on screenplays, including MGM’s Madame Curie, Pride and Prejudice and Jane Eyre although his work was not always credited or used in its entirety.

The Disney Studio agreed to pay Huxley $7,500 to write the treatment for the film. They paid him $2,500 on October 18, 1945 with the balance to be paid on the delivery of the final treatment no later than January 15, 1946. Huxley delivered his 14-page treatment on November 23, 1945. The Disney Studio also took out an option for Huxley to do the final screenplay for $15,000 that would have included “all additions, changes and revisions.” The first draft of the script was delivered December 5, 1945.

Walt Disney had been seriously thinking of diversifying into live-action since World War II had shown him how vulnerable his business was when his talented animators were drafted into the service and foreign markets were closed to his films. It became very apparent that the time consuming and costly process of producing animated features would not supply a steady income for the studio. It was thought that live action could be done quicker and with less investment.

One example of this thinking was the film Song of the South, which was primarily live-action with animated segments supporting the story. Huxley’s script was very much in this same style with the story of Carroll and Alice told in live action with Alice seeking safety from her troubles by imagining an animated Wonderland. Huxley tried to set a premise that Carroll and Alice were very much alike in their love of fantasy, but their personal happiness was thwarted by very stern, no-nonsense people who controlled their lives.

Here is a brief summary of Huxley’s synopsis for Alice and the Mysterious Mr. Carroll from November 1945.

The synopsis begins with a letter stating that the Queen wants to know and meet the author of Alice in Wonderland. She has been told he is an Oxford don and that she wishes the vice chancellor of the University, Langham, to discover his identity. Langham tosses aside the request since he has other concerns, including the Rev. Charles Dodgson lobbying to become the new librarian. Dodgson loves books and wants to be relived of his duties lecturing since he stutters badly when nervous. (In real life, the Dodo in Wonderland was named after Dodgson who sometimes because of his stutter would introduce himself as Do-Do-Dodgson.) Langham is not inclined to endorse Dodgson for the new job because he feels it is inappropriate for the good reverend to be interested in the theater and in photography. Langham’s assistant, Grove, who knows Dodgson quite well and just considers him a little eccentric tries to plead Dodgson’s case to no avail. Grove is the weak-willed guardian of a little girl named Alice, whose parents are temporarily off in India. Grove has hired Miss Beale to take care of Alice. Miss Beale is a no-nonsense person who is very strict and dislikes Dodgson because he fills Alice’s mind with nonsense. Huxley points out that it is important to establish that Alice is “temporarily an orphan at the mercy of a governess and an old man who do not truly understand her or love her.” Dodgson has invited Alice to join him for a theatrical performance of Romeo and Juliet featuring one of his former students now grown up into an attractive and talented young woman, Ellen Terry. Miss Beale is outraged and orders Alice to write a letter to Dodgson informing him she can not attend because of her “religious principles”. Dodgson visits Terry in the theater and she immediately guesses that he is the author Carroll because he used to tell her stories of the Cheshire Cat when she was younger. Dodgson begs her to keep his secret since he is up for the job of librarian and that if it were revealed he was the one who wrote the children’s book it would go badly for him. He also talks about bringing Alice to the play the following day. Mrs. Beale discovers that Alice has not posted the letter to Dodgson but hidden it so she could sneak out and attend the theater with him. Enraged, Beale locks Alice in the garden house. When “Grove expresses concern about the severity of Alice’s punishment, Miss Beale assures him that this is how it was always done in the best and most pious families. Grove ends by agreeing, as he always does when confronted by a personality stronger than his own.” Miss Beale raises the question of her pension that must be submitted to the Bishop within days (or wait another two years for the next opportunity) and Grove advises her that the Bishop was good friends with Dodgson’s father and perhaps the reverend could write a recommendation. Miss Beale’s appears visibly concerned. Alice is terrified at being locked in the garden house, but Miss Beale informs her that if she does not stop her screaming and pounding she will remain locked in there both day and night. To escape her terrors, Alice starts to imagine that a hanging rope is the caterpillar from the book and that a stuffed tiger’s head is the Cheshire Cat. Eventually, by remembering that in Wonderland there “is a garden at the bottom of every rabbit hole,” she finds a small shuttered window and is able to escape. She rushes down the street towards the theater but has some horrendous adventures including being robbed by street urchins and trying to escape from a policeman remembering “Miss Beale’s blood curdling accounts of what happens to children who fall into the clutches of the Law.” Alice eventually finds her way to the theater and rushes tearfully to Ellen Terry and the surrounding performers who are taking a break on stage. She incoherently blurts out her tale. Terry sends for Dodgson and is indignant about the way Alice has been treated. Alice confesses her “system of overcoming fear is pretending to be in Wonderland.” Ellen Terry says that is the purpose of theater to “take people out of Dull Land and Worry Land and carry them into Wonderland.” She, eventually joined by the other actors, recounts the story of the Red Queen’s croquet game and the film transitions into animation. Dodgson arrives to take Alice home but Terry insists that Alice stay until she’s had an opportunity to talk “with that old dragon” who has been persecuting Alice. Dodgson agrees and joins in on the storytelling that transforms into another animated segment. At the point in the animated story where the Red Queen yells “Off With Her Head!” it returns to live-action and the appearance of Miss Beale followed by Grove and two policemen. Grove is persuaded to dismiss the policemen and Terry eloquently convinces Beale of the need to be kinder to Alice. During the discussion, Alice blurts out that Dodgson is really Lewis Carroll. A disgusted and frustrated Grove proclaims that this is the final straw why Dodgson is unfit for the job of librarian and leaves to confront Langham with the news. Langham has no time for Grove, because he has been informed that the Queen is arriving that very afternoon to meet the author of Alice in Wonderland and he fears what her reaction will be for his inaction in finding the author. Grove announces he can produce the author and returns to the theater. There, without telling them the reason other than Langham needs to see them immediately, he gathers Beale, Alice and Dodgson and takes them in a cab back to the University. Langham and the other dignitaries are paying their respects to the Queen and, just as Langham is about to admit he does not know who Carroll is, Grove arrives and shoves Dodgson forward. Alice is terrified the Queen will cut off his head, but the Queen is quite pleased. When she leaves, Dodgson finds himself lionized by those who had previously looked at him askance. Even Miss Beale apologizes and shyly asks for Dodgson’s recommendation to the bishop about her pension. Once assured that this means Miss Beale will not teach anymore children in the future, Dodgson warmly agrees. As all the new found flatterers cluster around Dodgson they all appear in Alice’s eyes to transform into residents of Wonderland with only Dodgson himself remaining human. A brief epilogue shows a gothic doorway with the word “Librarian” painted on the door and Dodgson seated comfortably at a table, writing, and surrounded by walls of books. A scout comes in and announces the carriage is ready and Dodgson leaves and goes to a nearby park where children are having a party including a Punch and Judy show. Alice runs up to Dodgson to introduce her new governess who is a “young and charming girl” who seems to be enjoying the party as much as Alice herself. A stout middle aged woman approaches Dodgson to tell him how much she loves his wonderful book. Dodgson bows, smiles and hands her a printed card from his pocket and walks away. The card states: “The Rev. Charles L. Dodgson takes no responsibility for any publication not issued under his own name”. The woman looks back up to see Dodgson walking away with Alice and other characters.

There was a story meeting on December 7, 1945 with Walt and Huxley as well as Dick Huemer, Joe Grant, D. Koch, Cap Palmer, Bill Cottrell, and Ham Luske. On the infamous day that Pearl Harbor was attacked, Walt was at the Disney Studios having a meeting on Huxley’s screenplay derived from this treatment for Alice in Wonderland with others who were completely oblivious to the historic impact of the day.

Huxley had made some significant changes in the screenplay. For instance, the transition into Wonderland was shifted from the theater to Dodgson’s studio where Alice is looking through proofs of the book for Alice in Wonderland. Although the existing copy of the screenplay has pencil notations that Alice enters Wonderland in dissolves as Dodgson begins to tell her the story. With only the first 31 pages remaining from the screenplay, regrettably we may never know what other changes were made.

Joe Grant suggested Harold Lloyd to play the role of Carroll/Dodgson but Walt preferred Cary Grant. Walt also wanted to play up a suggested romantic interest between Carroll and actress Ellen Terry in the script because “we don’t want him to look like a ‘queer’. I don’t want to see us build up any sex story here…We don’t bring sex into it all at.

”Cap Palmer added, “Just a healthy interest in a grown woman.”

Walt was insistent that the importance of nonsense be made clear.

“We are driving toward another underlying point, which is that, often times, the best sense is non-sense. I’d like to finish the whole thing by coming out with some bit of nonsense that makes very good sense—and the implication would be—‘There, that’s what we’ve been trying to tell you.’”

Walt concluded, “I’d like to work it so that there’s only one heavy in the picture and that’s Beale and we can lay everything on her. Have no other heavy, you see? The thing that makes the whole story pay off is that there is a conflict between Beale and her theory on how children should be handled—there should be no nonsense at all—everything has to drive toward something practical.”

There were vast differences of opinion on how Miss Beale’s villainy should be shown. It was suggested a jealousy of Ellen Terry, pleasure in the merciless domination of Grove (who it was discussed making Alice’s uncle or father rather than just a guardian), inhumane punishment of Alice, or actually discovering Carroll’s identity to use as blackmail to prevent him from helping Alice.

Walt stated, “But to strengthen the whole thing, Beale is trying to bring this child up in a certain way. When she comes back from Dodgson’s, the child has come back with a certain amount of nonsense and a certain philosophy along those lines. If he has said, for example, ‘Going through life with nothing but Sense is like trying to run a race with one foot’. Well, now that’s a heck of a philosophy to give a child—in other words, it clashes with what Beale is trying to do.”

For the final scene, Walt suggested, “Maybe in the last scene we see Mr. Carroll with all these little characters around him and all of a sudden he turns into the little character we want him to be. We can just make a tag ending. Suddenly, the whole thing changes. We make an overlap right on into this fantasy and don’t go into any other scenes. Everybody’s happy. Grove is all right and when the Queen comes you can bring Miss Terry and her mother in. Everybody can be happy while this is happening. It’s a natural place to bring everybody together.”

Earlier, Walt had suggested, “There is this chance to have a scene in the end where they all go on a picnic—there is Dodgson, Grove, Alice, Terry, Mrs. Terry, and the new governess. And the new governess is not so bad to look at, and it is quite a change for Grove, so Grove becomes a sort of comic figure in a way. Or there is another play. There could be a suggestion that Mrs. Terry and Grove become rather friendly. But we could do the same thing through the new governess who is an entirely different character. That could be a very happy setting and you would leave with a very happy thought.”

It has been stated that Walt rejected Huxley’s script because he could only understand every third word,but reading the story meeting notes it is more likely that Walt just felt it didn’t capture what he wanted. Apparently, Walt did comment that the approach was “too literary” for his tastes but judging from the story meeting notes, Walt was actively excited about shaping the story.

Huxley’s wife, Maria, later stated, “this was the first movie he [Huxley] liked doing”.

Unfortunately, a massive fire in 1961 destroyed more than 4,000 of Huxley’s annotated books and documents, including his involvement on the Alice project. Fortunately, the Disney Archives does have some of the story meeting notes, some memorandums, the 14-page treatment and 31 pages of the script written by Huxley.

At the end of World War II, Walt was eager to get into production of full-length animated features and began work on Cinderella, Alice in Wonderland and Peter Pan. So instead of a live-action/animation mix, Alice became full animation and veered from the original Tenniel illustrations to the more modernistic design work of Mary Blair.

When the animated feature was released in 1951, it contained no elements from Huxley’s work. Audiences and critics didn’t care for the film on its initial release and even animator Ward Kimball referred to it as a “loud-mouthed vaudeville show. There’s no denying that there are many charming bits in our Alice, but it lacks warmth and an overall story glue.”

An article, supposed written by Walt Disney about the 1951 animated feature, "How I Cartooned Alice” appears here (link). I suspect it was not actually written by Walt, but wordsmithed by someone else at the studio and had to be approved by Walt since it was published under his name.

Matt Crandall, who has been collecting memorabilia related to the Disney Alice animated feature for more than 20 years, has a wonderful Website (link). I was happy to see that Matt was asked to be part of the new “Making of” featurette on the latest DVD of Alice in Wonderland but disappointed that they didn’t really let him fully demonstrate his knowledge and insights.

