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When planning our next Walt Disney World vacation, nothing helps put us in the mood like watching one of the classic Disney films, animated or live-action. All too often, the live-action features produced under Walt Disney's protective eyes are overlooked in favor of the animated classics. That's too bad, as there are some truly wonderful, timeless, meaningful films to be enjoyed again and again.


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While I admit to loving just about all of Walt Disney's live-action output, there is one I've never much admired. I've tried. The film has a lot going for it, including a great cast, memorable songs, and a creative setting. I want to like it. One of my dear friends loves this movie, and she cannot understand why I don't.

The film? Babes in Toyland.

Luckily for me, I received a copy of this newly remastered film on Blu-ray Disc for Christmas. Seeing this 1961 musical comedy in a digitally mastered widescreen version made me realize that part of my disappointment in previous viewings was due to the dark, muddied transfer and the cropped images featured on the VHS and DVD releases. While I doubt that Babes in Toyland will ever be one of my favorite films, I have to say that the Blue-ray release allowed me appreciate this film's many merits. I highly recommend this disc to Disney fans—you'll appreciate those wonderful marching soldiers featured in the Walt Disney World Christmas Parade even more after experiencing this clever, funny, and colorful romp through the pages of Mother Goose.

The cast

One of the main reasons I want desperately to like this film is the cast. Annette Funicello is charming as ever in the picture-perfect role of Mary Quite Contrary, and it is more than obvious that she is enjoying herself throughout the film. Ray Bolger—an odd choice for a villain—is a lot of fun, and his dancing and singing talents shine here. Henry Calvin and Gene Sheldon, familiar Disney faces who starred in the television series Zorro as well as many other Disney productions, are hilarious as Ray Bolger's bumbling henchmen. The children—especially a very young Ann Jillian as Bo Beep—are appealing, and Tommy Sands is a suitable romantic lead for Annette. Tommy Kirk is given a thankless role (that of the Toymaker's assistant)m but he pulls it off well. The Toymaker, Ed Wynn, is as loveably annoying as ever.

The music

Disney films are noted for their excellent music, and there are a number of really good songs in this adaptation of the Victor Herbert classic. There are some highly comedic pieces here, effectively adapted by Disney songwriter George Bruns. The villains get a number of decent musical numbers: the henchmen and Mr. Barnaby (Ray Bolger's villain) sing "We Won't Be Happy Till We Get It," a catchy and humorously threatening ditty. Ray Bolger's "Castle in Spain" is lively, and his dancing is as sharp as ever. The highlight is "Slowly He Sank Into the Sea" sung by Henry Calvin accompanied by Gene Sheldon's hysterical dance interpretation. Clever visuals combine with funny lyrics to create a highlight here.

There are other clever songs as well: Annette's "I Can't Do the Sum" is especially appealing, once again enhanced by colorful visual effects. "The Workshop Song" sung by the children, the Toymaker, Annette, and Tommy Sands is fun, and one song that we like to include in our Christmas music mixes. "Go To Sleep" is a sweet little lullaby sung by Tommy and Annette to comfort the children after they are captured in the Forest of No Return.

There are a few clunkers. The two big ballads sung by the romantic leads, "Just a Whisper Away" and "Just a Toy," aren't horrible by any means. In fact, listening to them on the soundtrack, they are actually pretty darn good. Watching them on film, however, they seem to fall a little flat. A little more energy, a little more "something" could have made them as memorable as "Sixteen Going on Seventeen" from The Sound of Music. The two big dance numbers, namely "Lemonade" and "Floretta", are tedious and I must admit that I fast-forward through "Floretta" every time. This is due, in part, to the total artifice of these big numbers—more on the "style" of the film later.

The story and the tone

It seems odd, but the actual story here is of little importance. The Victor Herbert original was written in the light operetta style, and on stage, this approach was more than likely very successful. The flat, one-dimensional characters, the predictable plot, and the lack of realistic emotion all "work" on the stage. It's a pretty parade of familiar Mother Goose characters lovingly brought to life. There's a definite lack of depth to the characters, and as a result, there's not much emotional attachment to them or to their problems. It appears that Disney intentionally tried to capture this tone in the film version as well. In fact, the movie opens with Mother Goose and a puppet-like goose addressing the audience directly as a large theater-style curtain opens behind them.

The "Mother Goose Village" and "Lemonade" dance numbers follow, but not in the way that dance numbers appear in classic musicals like Mary Poppins or Chitty Chitty Bang Bang. The dances do not further the plot, they don't enhance character development—they simply exist as extravagant dance routines. This highly exaggerated, vaudevillian approach works at times—the scenes with the villains come to mind—but for the most part, it is tedious to watch.

The plot involves the travails of Mary Quite Contrary and Tom the Piper's Son as they court and eventually wed. The problem is that the audience knows from the very beginning that everything will work out fine for the leads. The villains, while entertaining, aren't at all threatening, the scary scenes in the Forest of No Return are not nearly scary enough, and the emotional heart of the story lacks sincerity. While it's true that all musical films require a certain willing suspension of disbelief on the part of the audience, Babes in Toyland plays more like a musical variety show than an actual cohesive film. Please don't let this intentional approach on the part of the filmmakers discourage you; knowing that this style is deliberate makes watching the film much more enjoyable. (As my dear friend said to me years ago, "Tom, you just don't get this movie." She was right. I didn't get it—but now I do.)

Production and design

I remember reading once that the actual Mother Goose Village from Babes in Toyland was featured at Disneyland in the early 1960s as an attraction. I was surprised, as the movie sets always struck me as flat and uninteresting. That perception radically changed after seeing the film on Blu-ray. The sets are nothing less than stunning. They are colorful, whimsical, and inventive. What's more, they were real, not computer-generated images that live only in a computer. There's a naïve charm about them that is irresistible. Mary's cottage for example, captures that fairy-tale feeling in much the same way as Disneyland's Fantasyland captures that look and feel. The special effects, particularly the matte paintings and the March of the Toy Soldiers, look better and more convincing than ever on the Blue-ray release. At times, there's a three-dimensional quality to the film that is rather startling. Seeing this film in its proper theatrical dimensions in a digital print was a truly eye-opening experience.

Final thoughts

I am glad I revisited this Disney feature film. It's a sweet Valentine-like tribute to the fairy tales we all read as children, and it features darling Annette Funicello at her most beguiling. The film is not without its flaws, but seeing it now as it was meant to be seen, those flaws are almost charming. Many thanks to everyone at Walt Disney Home Video for this stunning reissue. Here's hoping that other Walt Disney live action features are restored in a similar way and released for all to enjoy.



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(Send an email to Tom Richards)

Tom Richards is a life-long admirer of Walt Disney, something of a Disney historian, and a free-lance writer. His Disney interests include but are not limited to: Walt Disney World, classic Disney animation, live-action films made during Walt's lifetime, and Disney-related music and art.