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"If these walls could talk..."

Once Upon a Studio is a 2023 combination live-action/animated Short Film produced by Walt Disney Animation Studios, viewable here.

The film involves Mickey Mouse (Chris Diamantopoulosnote ) and many other Disney characters coming to life in the halls of the studio after-hours before gathering for a massive group photo to commemorate its 100th anniversary.

Directed and written by Trent Correy and Dan Abraham (Once Upon a Snowman), the film had its world premiere at the Annecy International Animation Film Festival on June 11, 2023, and premiered on ABC on October 15, on Disney+ the next day, and on YouTube on December 24. Disney also gave it a wide theatrical run by attaching it to a re-release of Moana, followed by a home media release as a bonus feature for Wish (2023).


Once Upon a Studio provides examples of:

  • Abhorrent Admirer: Ursula is not pleased about Splat's infatuation with her.
  • Actor Allusion: Olaf happens to be attempting his hand at animation when he brings Genie to life. Not only did Josh Gad "play" Genie as Olaf via the character's retellings of classic Disney stories in Olaf Presents, but Gad has cited Genie's original actor, Robin Williams, as one of his personal idols.
  • Actually Pretty Funny: Both Prince Charming and Cinderella laugh when Charming ends up losing his shoe while walking down the staircase. Whereas Charming is indignant, Cindy keeps laughing when Max takes Charming's shoe and actually encourages him.
  • Adapted Out: Due to her actually technically being a Pixar character, Merida is the only official Disney Princess to not appear in this short.
  • Angrish: As usual, Donald mumbles some incoherent gibberish when Flash takes his sweet, sweet time walking toward the elevator.
  • Art Initiates Life: The Disney characters spring to life from photos decorating the hallways of the studio.
  • Art-Style Clash: Every character is animated in a style that reflects their movie or short of origin, but they interact with one another seamlessly. Most obvious is the fact that most characters who debuted prior to 2004 are 2D-animated while most of those from 2005 onwards are CGI, but even within the two mediums, each has the distinctive hallmarks of their era of animation, most obvious in how characters from the 60s to the 80s have sketchy black outlines (from the xerography process that saved time and money during that era) while 2D characters from before and after that have smoother outlines done in colored ink. Even the 3D characters have some slight differences in the way they're rendered to show the progression of CG technology. And, of course, it all takes place in the live-action Disney animation building.
  • Banister Slide: Aladdin and Abu slide down a banister and end up being rolled away by some passing trolls.
  • Bicep Kiss: Gaston does this when he and other Disney male characters are freshening up in the men's room.
  • Big Damn Heroes:
    • Right as many of the characters are about to give up on the photo (for today, at least), Alan-a-Dale begins playing "When You Wish Upon a Star" on his lute (with Scat Cat and Mirabel joining in with their respective trumpet and accordion), rousing everyone's spirits and reminding them what they stand for.
    • Earlier, as everyone goes down the halls, Jaq and Gus are about to be eaten by Joanna the goanna, but Pluto appears at the last second and barks viciously at Joanna, scaring her away, thus saving the mice's lives.
  • Big Finale Crowd Song: The film ends with all the characters singing a rousing rendition of "When You Wish Upon a Star" as part of a second attempt to get their picture taken, as suggested by Alan-a-Dale.
  • The Bus Came Back: Naturally, a whole lot of characters from previous Disney films come back to appear in the special, and considerable attention to the short was drawn since it features the first reappearances of the cast of several Disney films since their debut. Even from franchises who have not had a similar moratorium, some characters return; for example, Gopher makes his first proper animated appearance since Winnie the Pooh: 123's 19 years ago in 2004 note .
  • Butt-Monkey:
    • Continuing a Running Gag within the Disney Animated Canon, Prince Hans is made the butt of a joke once again. This time, Elsa freezes him in place right when he leaps out of his portrait, in an attempt to force him to miss the big group photo.
    Anna: (as she and Elsa walk past Stromboli) Do you think all the villains will show up?
    Elsa: Hm... [freezes Hans solid] Not all.
    • Donald during the elevator scene. He wasn't the only one yet Donald expresses the most annoyance when Flash and later Baymax show up wanting to go to the elevator. Flash takes a very long time to get to the elevator while Baymax barely fits.
  • Casting Gag:
  • Covers Always Lie: The poster for the short shows Simba as an adult, Anna in her Frozen (2013) outfit, and Lilo in a yellow/green dress. In the actual short, Simba (as well as Nala) is portrayed as a cub, Anna (along with Elsa) is shown wearing her Frozen II outfit, and Lilo is wearing her red/white dress.
  • Creative Credits: The closing credits depict various animation panes showing Disney characters either leaning on them or standing next to them, in all kinds of elaborate and crazy scenarios.
  • Deliberately Monochrome: Unlike most characters, Oswald the Lucky Rabbit is shown in black-and-white as reference to his origins from his black-and-white cartoons. Technically also applies to the skeletons from "The Skeleton Dance", who appear in the final group shot, but it's not as noticeable due to them being... well, skeletons.
  • Discretion Shot: Rapunzel follows Kaa, who is hypnotizing Clarabelle Cow, with a frying pan. They walk offscreen, and we hear the clang of the frying pan and Kaa's tail reacting to it.
  • Early-Bird Cameo: Asha makes her debut in this short, preceding her film Wish (2023) by about a month. While every other film in the Disney Animated Canon has numerous characters appear, she's the lone representative of Wish.
  • Effortless Amazonian Lift: In reference to her carrying donkeys in her own movie, Luisa Madrigal is shown carrying various ungulates for the photo, including Rutt, Tuke, Maggie, Mrs. Calloway, Grace, Cyril Proudbottom and Small One. Give or take (especially considering Maggie is a particularly hefty cow), in this scene alone she’s lifting nearly 10,000 pounds!
  • Elevator Gag: Flash takes his sweet time walking to the elevator, to the chagrin of Donald Duck, Humphrey, Ranger Woodlore, Terk, Carl and Mother Gothel. When he finally makes it, Baymax shows up and squeezes his inflatable self in.
  • Extreme Omnivore: Stitch, as per usual for him when he comes across something new, tries to eat the film plate from Goofy's camera after it breaks, forcing Lilo to pull him away before he can do so. Additionally, in the end credits screen crediting Man of Action Studios for creating the Big Hero 6 comics and characters, Stitch has some of the paper torn from the frame in his mouth, while the official poster seen above has a torn piece of the print of his and Lilo's fruit stand dance in their film in his mouth instead.
  • Fake Shemp: Some of the characters are posthumously reprised by their original actors who have long since passed away via archived performances. This includes Pat Carroll as Ursula, Bobby Driscoll as Peter Pan, Sterling Holloway as Kaa, the Cheshire Cat, and Winnie the Pooh (though his usual actor, Jim Cummings, does record new dialogue for Pooh), Clarance Nash as Donald Duck (with additional dialogue provided by Tony Anselmo), and most famously Robin Williams as the Genie via the use of the many hours of unused dialogue he recorded for Aladdin.
  • Female Gaze: Minnie defies doing this by courteously covering her eyes when she tells all the male Disney characters in the men's dressing room to hurry for the group photo.
  • Five-Second Foreshadowing: In the studio Olaf is working in, one can make out a model of the Cave of Wonders, giving a hint at who the next character to appear will be-namely, the Genie.
  • Flyaway Shot: The film ends with one, starting on Jiminy Cricket standing in Mickey's hand, then zooming out to reveal all the characters singing the final line of the song.
  • The Foreign Subtitle: The Japanese release gives it the subtitle A 100 Years Memory, with the Taiwan release has the subtitle Disney’s 100 Years of Illustrating Dreams.
  • Forgot About His Powers: It isn't until the music starts do people like Fix-It Felix or the Fairy Godmother remember that they could have helped with fixing the camera.
  • For the Evulz: Chernabog, dark lord of Bald Mountain and the closest thing Disney has to Satan himself, smiles gleefully after scaring off the Dalmatian puppies.
  • Freeze-Frame Bonus:
    • In the opening shot of the people exiting the studio, one woman is seen Disneybounding as Ariel.
    • The books that surround the TV the dalmatian puppies watch are actual "Art of..." books published by Disney, as well as the prop "The Art of Animation" book Walt used in the Disneyland TV series.
    • The closing group shot, where all characters are only visible when one pauses and studies the shot.
  • Friend to All Living Things:
  • From Bad to Worse: Played for Laughs: several characters, especially Donald Duck, are frustrated with having to hold an already-crowded elevator for Flash the sloth. After a long time, he finally does enter, and everyone seems relieved — only to become frustrated again when Baymax enters as well.
  • Frying Pan of Doom: Rapunzel uses her frying pan to whack Kaa on the head after he is caught hypnotizing Clarabelle Cow.
  • Go-Karting with Bowser: Heroes and villains alike participate in the group picture with few to no hostilities between them, often standing close to each other as opposed to the villains being grouped together. The few exceptions are when Kaa tries to eat Clarabelle Cow, but is convinced by Rapunzel to stop with a frying pan (though he does appear in the group picture above the crowd, coiled around part of the words in the building sign), Elsa freezing Hans before he can exit his portrait (though he does make it to the group picture after all), and Pluto scaring away Joanna the Goanna before she can eat Jaq and Gus.
  • Group Picture Ending: The film culminates in Mickey gathering everyone outside for a commemorative group photo.
  • Hand Gagging: Baloo does this to Scuttle to keep his horrid squawking from ruining the sing-along.
  • Hats Off to the Dead: Mickey lowers his hat as he gazes at Walt Disney's portrait just before joining the others outside. As revealed in the Winter 2023 issue of Disney Twenty-Three magazine, Mickey's appearance in Mickey's Birthday Party was chosen to invoke this trope.
  • Help, I'm Stuck!: Winnie the Pooh gets stuck when he tries to emerge from his picture frame, resulting in his friends having to pull him out like they did at Rabbit's front door.
  • Hidden Depths: By account of having everyone singing in the finale, the short reveals that those who have never sung before in their previous appearances are capable singers in their own right.
  • Inconsistent Coloring: Averted for a change with Cinderella. Her hair is strawberry blonde and her dress is silver like in the original film, rather than her yellow blonde hair and blue dress often shown in marketing.
  • In-Joke: While lining up for the photo, Mickey says to Oswald the Lucky Rabbit, "After you!", referencing the fact that Oswald made his debut before Mickey.
  • Interspecies Romance: Splat (a blob) has a crush on Ursula (a half-octopus sea witch), but she's clearly not interested.
  • Just Like Robin Hood: More like “literally is Robin Hood”, Robin and Little John snatch sacks of money dropped by Scrooge McDuck.
  • Killed Off for Real: As confirmed in a winter 2023 Disney Twenty-Three interview, most non-villainous deceased characters were not included in the short because the animators found it weird to see those characters considering the narratives of those films often dealt with the loss. As such, this doesn’t apply to several characters who died at the end of their films such as Kerchak or Ray the firefly who still attend the group picture, since their films didn’t focus on the grief and loss of their deaths.
  • The Klutz: Goofy, as usual, when he climbs a shaky ladder to take the picture the first time and winds up crashing to the ground trying to find the timer button.
  • Lame Pun Reaction: After Judy tells her friends to "hop to it", Nick Wilde snarks about her making a bunny pun.
  • Language Barrier: Bolt is only heard barking while in Minnie’s presence, indicating that Funny Animals can’t understand Animal Talk any more than a human character can. (Fairies, however, don’t seem to have this problem around the likes of Jock & Trusty (obviously due to being magical), and many Talking Animals can be understood perfectly fine by humans and Funny Animals)
  • Large Ham: Many characters eagerly put everything they’ve got into singing at the end, even the most vile of villains.
  • Lighter and Softer: Than some of Disney's theatrical features.
  • Limited Wardrobe: Everyone in the short is portrayed as wearing just only one outfit.
  • Literal-Minded: When Timon tells Olaf to "shake a leg", Olaf, who is drawing the Genie, says, "The leg won't make a difference. It's all in the wrist."
  • Magic Carpet: Aladdin's carpet just happens to be Mr. Toad's latest obsession.
  • Massive Multiplayer Crossover: Easily the biggest in Disney history, with over 500 characters from every Disney Animated Canon film, various short films, a few live action/animation hybrid films and even theme park attractions.
  • Medium Blending: Besides being a combination of live-action and animation, each Disney character is rendered just as they appeared in their respective films, be they hand-drawn or computer-generated (though no actual cel animation is used; all coloring and compositing was done digitally, a la the CAPS system used by Disney for most of the Renaissance era).
  • Mind Screwdriver: Brom Bones and the Headless Horseman appear in the group photo as seperate characters, clearing up the Ambiguous Situation of whether or not they were the same person.
  • Modest Royalty: Limited Wardrobe aside, Aurora, Ariel (portrayed here as a human), Belle, Mulan, and Tiana (wearing her blue dress just before her frog transformation instead of the more familiar dress worn the moment she and Naveen finally transform back) are all depicted here in this manner.
  • Musical Nod: The appearance of several characters is underscored by a snippet of music from the work they originated from. Additionally, the photo of Walt Disney is shown alongside an instrumental version of his personal favorite song "Feed the Birds".
  • Musical Number Annoyance: Hades expresses annoyance when Belle and Beast start singing "When You Wish Upon a Star", though he still joins everyone else in singing the final line in the end.
  • Mythology Gag:
    • Peter Pan and the Darling children fly in front of and then dive past a window in the same way they did the moon in the original movie's "You Can Fly" scene.
    • Once again, one of the leads of Cinderella loses a shoe walking down stairs.
    • Robin Hood (1973):
      • Alan-a-Dale first appears while reclining in a giant "O", just as he does after the film's opening credits.
      • When Robin and Little John steal Scrooge's dropped money bags, they say, "Ooh-de-lally", a reference to their first scene and song in their feature movie.
    • The studio's in-house café (where Merlin serves as the barista) is called The Snuggly Duckling, after the Bad Guy Bar from Tangled.
  • Non Sequitur, *Thud*: After slamming into the door, Wreck-It Ralph calls Mickey "Garfield".
  • No Sympathy: After Goofy wrecks the camera, Stitch appears alongside him... to chew on the camera's film plate right in front of him.
  • Not So Above It All: Scar and Hades express annoyance with the heroes but the former happily sings along at the end, and Hades reluctantly sings along as well. Frollo has his usual "holier than thou" frown, but he still respectfully sings along.
  • (Potential) Offscreen Teleportation: The order in which characters emerge both the botched first attempt at the group photo before Goofy falls off the ladder, and the successful second attempt during the new rendition of "When You Wish Upon a Star" is left frustratingly unclear. Some characters such as Cinderella and Prince Charming, for example, may have been on their way to the courtyard during the first attempt, but paused to see everyone heading back inside to their dismay, before everyone began singing, prompting them to continue. They may have been outside watching said attempt from a distance with grave concern, desperately wanting to help in any way possible
    • The unexplained order may also explain why only certain characters were selected to sing solo parts.
  • One-Steve Limit: Both Penny from The Rescuers and "Penny" from Bolt stand next to each other in the group photo.
  • Our Dragons Are Different: Among the characters we see several different dragons, each representing a different type of dragon. We have Elliot (Western dragons), The Reluctant Dragon (Drakes), Sisu and Mushu (Eastern dragons).
    • In a less direct way we also have from the villain roster Maleficent and Madam Mim (Weredragons) although they don’t appear in their dragon-forms. The Gwythaints (wyverns) are also entirely missing.
  • Our Founder: One scene has Mickey looking up at a portrait of Walt Disney while a snippet of "Feed the Birds" (said to have been his favorite song) plays in the background.
  • Palette Swap: A close look at the lemurs riding on Aladar shows that Zini is a yellow repaint of the same animation model used for fellow lemur Suri; Yar also appears to be a repaint of his daughter Plio. Thanks to this, they more resemble the generic lemur extras from the first act of Dinosaur than their original, more distinct character models.
  • Plank Gag: While carrying the ladder, Goofy almost hits Ichabod Crane with it. He ducks just in time, briefly making seem like he lost his head.
  • Portal Picture: The Disney characters enter the real world through pictures on the studio walls.
  • Practical Effects: Zig-zagged. Some of the more complex tracking shots (like Peter Pan flying up the spiral staircase) were filmed in the real studio with remote-controlled camera drones; but "real" objects that interact with the animated characters (like the shaky ladder Goofy climbs up) were computer-generated.
  • Pre-emptive Declaration: As Anna and Elsa make their way to the photo shoot, Anna asks her sister if all the villains will be there. Elsa responds "Not all", just as she uses her powers to freeze Hans inside his photo.
  • Prefers Going Barefoot: Moana, Maui, Aladdin, Rapunzel, Tarzan, Mowgli and Pocahontas remain as unshod as ever, despite the change of setting.
  • Production Foreshadowing:
  • Real Life Writes the Plot: The singers in the climactic rendition of "When You Wish Upon a Star". The crew prioritized characters from musical movies whose original voice actors are still alive. As a result, seven of the twelve featured characters are from 1989 or later, and the last solo line is given to the song's original singer, Cliff Edwards as Jimmy Cricket, using his recording from the 1940 film.
  • Retraux:
    • The characters are rendered to appear as close as they did in their respective films. For example, those from pre-1990 films are rendered in a way that mimics the look of inked-and-painted cels photographed on film; characters from '60s and '70s films (whose cels were "inked" with Xerox technology) have the addition of a "sketchy" texture to their outlines.
    • Zig-zagged somewhat for the core Mickey Mouse characters, who look as they did in specific short subjects they appeared in. Most of them appear as they did in Mickey's Birthday Party (1942); Daisy Duck wears her outfit from Mr. Duck Steps Out (1940); Pete wears his "Tiny Tom" getup from Officer Duck (1939); and Scrooge McDuck appears as he did while playing Ebenezer Scrooge in Mickey's Christmas Carol (1983). Donald's three nephews, however, retain their red, blue and green color schemes from DuckTales (1987) (even though it was produced by Disney Television Animation and not Walt Disney Animation Studios).
  • Right for the Wrong Reasons: Before freezing Hans, Elsa assures her sister that not all the past Disney villains will make it to the photo. While Hans himself can be seen, other villains such as the Coachman, Monstro, Chernabog, Horace, Jasper, Sykes, Shan Yu, Kron, Rourke, Helga, Captain Gantu, Scroop, Slim, the Duke of Weselton, Yokai, and Tamatoa are not present.
  • Roger Rabbit Effect: The film revolves around the numerous Disney characters (both 2D and 3D) roaming the halls of the real-life Roy E. Disney Animation Building. However, as revealed in a video episode of D23 Inside Disney, many of the live-action props the animated characters interact with are also CGI, including Goofy's ladder and camera.
  • Rule of Symbolism: Snow White leads Mulan and Asha in singing their line of the finale, which is significant as it’s the first Disney Princess and protagonist along with the last Disney Princess from the Renaissance Era welcoming Asha, the newest Disney Princess and protagonist who is starring in the studio’s centennial celebration film.
  • Running Gag: Carrying over from Frozen II and the rest of the film’s expanded franchise, Elsa continues to get as much mileage as she can out of her and her family’s burning hatred for Prince Hans when she freezes him in his picture frame.
  • Sampling: The end credits music is an orchestral arrangement of "Steamboat Bill" heard from the beginning of Steamboat Willie, similar to the one made for Mickey's Toontown in Disneyland, except that the piccolo used for Mickey's whistle is actually sampled from the original.
  • Screw This, I'm Outta Here: Many of the Disney characters initially head back into the studio after Goofy's clumsiness destroys his camera, with two of the moodiest characters piping up:
    • Some of them may have stayed behind, however, or may have even been watching this botched attempt from a distance, desperately wanting to help.
    • Their spirits are soon lifted, however, when the new rendition of "When You Wish Upon a Star" begins.
  • Shout-Out:
  • Sluggish Sloths: A minor Running Gag is Flash taking his sweet time getting to the elevator, to the chagrin of the characters holding it open for him, especially Donald Duck.
  • Small Start, Big Finish: "When You Wish Upon A Star" begins with just Alan-a-Dale playing his lute, followed by Scat Cat joining in with his trumpet, shortly followed by Mirabel on her accordion. Then the singing starts, ultimately becoming a chorus sung by everyone there.
  • Speaks Fluent Animal: Evidently, Antonio Madrigal has it better than most other Disney examples of this trope, being able to converse with a collection of non-talking animals.
  • Spotlight-Stealing Squad: Averted. Although Cinderella was for quite a while portrayed as the de facto 'leader' of the Disney Princesses, owing in part to Walt's favoritism of her over Snow White, the film very much implies that the idea of the Princesses needing a singular leader has now become largely redundant.
    • The absence of Cinderella having a solo line during the reprise of "When You Wish Upon a Star", unlike Snow White, very much implies the aversion of that idea, for better or worse. While some fans may think Cinderella, being Walt's favourite heroine, should have a line to herself, others may see it as too much of a hard and fast rule showing unnecessary reliance on Popularity Power.
    • The film also averts the idea of Jafar or Maleficent being a leader for the villain roster. Furthermore, none of the villains get a solo line for the finale.
  • Stock Scream: Goofy lets out his trademark holler when the ladder he's on falls down with him on it.
  • Student–Master Team: The film opens with veteran Disney artist (played by Burny Mattinson, the studio's longest-serving employee) having just showed a new recruit around the studio.
  • Surrounded by Idiots: After Ralph walks into the studio's door and then trips over a garbage bin, Scar tries to say his iconic line before getting cut off by Mr. Toad flying past on an out-of-control Carpet.
  • Swapped Roles: While making their way down some stairs, Cinderella's Prince ends up losing his shoe instead of her.
  • Television Portal: A group of Dalmatian puppies are gathered around a TV set, watching the "Night on Bald Mountain" segment of Fantasia, when Chernabog suddenly emerges and scares them away.
  • Thanking the Viewer: At the very end of the short, there's a message saying: "To all who have imagined with us, laughed with us, and dreamed with us. Thank you."
  • Three... Two... One...: Iago turns to Jafar and starts counting down from "Three" as Goofy climbs the shaky ladder. Naturally, Goofy and the ladder fall to the ground after he says "One."
  • Throw the Dog a Bone: Despite Elsa's sabotage, Hans makes it into the group photo after all. As justified as his status as the Butt-Monkey of the Frozen universe might be since his villainy in the original film, he at least gets to end the short with the same dignity as any other villain.
  • Unexplained Recovery: Both Kerchak and Ray are alive in well in this short.
  • Vengeful Vending Machine: One gag has Stromboli furiously banging on a candy machine while cussing in faux-Italian.
  • True Companions: Raya referring to Mickey as 'Mick' as they prepare to head outside very much implies that virtually all the Disney characters have been friends forever (or at least since each of them had a picture in the studio).
  • Villains Out Shopping: Though a few of them like Scar and Hades express exasperation with the antics of the heroes, the various villains of the canon all take part in the group picture and sing along with little to no issues. Stromboli is seen trying to get food from a vending machine, Gaston, Prince John and the Headless Horseman freshen up in the men’s room along with the heroes, Clayton happily sings along despite being surrounded by valuable animals he could hunt. Even a genocidal maniac like Frollo sings along when he’s mere feet away from the woman he lusted after and launched a holy war against.
  • The Voiceless: Many of the characters don't speak. It's worth noting that some characters featured did not have voices in the first place, like Oswald the Lucky Rabbit (a product of the silent era) or most of the characters from Fantasia and its sequel, being Mime And Music Only Cartoons.
  • Waxing Lyrical: Done brilliantly when Mr. Toad rides upon the Magic Carpet and declares, "I'll show you the world!" That line is taken directly from his film, which came out in 1949, but makes it seem as if he's paraphrasing a song from 1992.
  • What Happened to the Mouse?: Chernabog and Orville make brief appearances inside the studio, but are nowhere to be seen for the final group shot photo. Justified for Chernabog, as explained below, but Orville's absence is odd, and may just have been an oversight.
  • Your Size May Vary: The directors wanted to include Chernabog, but since he's the size of a mountain, it was not feasible. A compromise was made by having him pop out of the TV the puppies from 101 Dalmatians were watching. This also explains the absence of Willie the Giant (Though he appeared in concept art).

"To all who have imagined with us, laughed with us, and dreamed with us. Thank you."

 
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Once Upon a Studio

In a shot that lasts nearly 50 seconds, the camera (operated with drone technology) follows Peter Pan and friends flying up the stairs and through the halls of the real-life Disney Animation building as the studio's animated characters, both hand-drawn and CGI, come out to play.

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