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The Greatest Disney Documentary You May Never See

In 1997, musical performer and composer Sting was asked by the Walt Disney Company to write the music for a new animated feature called Kingdom of the Sun. It was to be directed by Roger Allers who was basking in the success of his work on The Lion King.

Sting agreed, on the condition that his wife, filmmaker Trudie Styler, could document the process of the production with their own production company, Xingu Films. The final making of the film documentary was co-directed by Styler and John-Paul Davidson. Styler had produced Davidson's previous directorial efforts.


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When Walt Disney set up his studio in Burbank, there was a screening room with no air conditioning, causing the animators to sweat while their rough work was being critiqued. The room became known as the Sweatbox and it became the name used for the process of reviewing the animation as it developed.

Since the documentary was to recount the process of making an animated film, it seemed appropriate to use the same term.

The 86-minute documentary The Sweatbox, originally set for release in early 2001, was heavily edited down into a short extra feature on The Emperor's New Groove DVD and named "Making the Music Video" and only featuring the Oscar-nominated song, "My Funny Friend and Me."

A cut of the entire documentary approved by the Disney Company did get a worldwide premiere at the Toronto Film Festival on September 13, 2002 and opened shortly afterward in one theater in Los Angeles—Loews Beverly Center Cineplex—in an unpublicized one-week run in order to be eligible for an Academy Award nomination.

It was also shown at The Enzian theater in Orlando as part of the Florida Film Festival. At the late night screening I attended, every time Tom Schumacher, then president of Disney Feature Animation, or Peter Schneider, then the Disney Studios chairman, appeared on the screen, there were howls from the audience that was partly composed of animators from Disney Feature Animation Florida.

The two executives did come across as nerdy bullies who really didn't seem to know what was going on when it came to animation and were unnecessarily hurtful and full of politically correct speech. They looked like the kids in high school that jocks gave a "wedgie" to on a daily basis. How much of that impression was due to editing and how much was a remarkable truthful glimpse is up to the viewer to decide.

Sting's wife was given unlimited access when it came to Production No. 1331 (aka "Kingdom"). She and her camera sat in on story meetings for the movie, rolled while actors auditioned as well as taping Sting while he recorded the score. No one expected two years into the production, it would shift direction drastically.

In fact the tone of the documentary is established fairly early when at the premiere for Emperor's New Groove, Sting, Schumacher, and a number of other people discuss what a painful experience it has all been.

Following a tense, brutal sweatbox screening for executives Schumacher and Schneider with about 20 percent or more of the animation completed, the original story, which was a sort of a version of the well-known "Prince and the Pauper" story, is torn apart. Director Allers quits. Sting's songs are suddenly out of key in a movie that is now going to be changed into a raucous comedy.

By an incredible stroke of luck, Styler captures the phone call to her husband from producer Randy Fullmer where Sting learns that the six songs he has struggled over with collaborator David Hartley have been cut from Kingdom of the Sun.

"At first, I was angry and perturbed. Then I wanted some vengeance. We couldn't use the songs in this new film because the characters they were written for didn't exist anymore. It is quite dramatic, because everything falls apart. And then it comes back together again. Some of those songs will appear in the making-of movie," said Sting.

The documentary includes the animators' initial research trips to Peru, rough sketches, long discussions of color palate and backgrounds, completed animation that was later totally discarded, intense story meetings, Eartha Kitt's voice recording and glimpses of Sting's songwriting process. The first 40 minutes or so document the great detail and effort in putting together Kingdom of the Sun. The remainder of the documentary showcases the breakneck rush to complete the film when it becomes The Emperor's New Groove. The difference in quality is jarring.

One of the delights in the early portion is a nearly full musical number going back and forth between Kitt in the sound booth and the animated scene.

Rarely have artists been caught so evocatively in fear of executives, or executives portrayed as so clueless as to how to deal with artists, how to resolve story problems and how to understand what audiences wanted.

The original story for Kingdom of the Sun was fairly basic.

Pacha, the peasant llama herder, was not a heavyset middle-aged married man but a carefree, good-hearted 18-year-old who was a dead ringer for Emperor Manco. (In the final version, the character is renamed Kuzco following Fullmer's horrified discovery of the Japanese slang term "omanco" that politely translates into the word "vagina.") A young Owen Wilson provides the voice for Pacha.

Sting wrote "Walk the Llama Llama" that Pacha was to sing as he led his trio of llamas down the mountainside and into the marketplace. There was concern that Hartley's clever lyrics were too sophisticated for an unsophisticated peasant boy who would never use words and phrases like "panorama" and "the perfect fashion statement."

Manco (voiced by David Spade) had grown bored with being ruler of his mountain kingdom so when he discovers the kindly llama herder who is his doppelganger, he decides to get away from his duties of state by switching places. Unfortunately, a sorceress named Yzma who has her own agenda turns Manco into a llama who cannot talk so Pacha must continue the masquerade.

The situation becomes more complicated when Manco's betroved, the handmaiden Nina, finds the arrogant and haughty emperor is now kind and funny. She finds herself drawn to the seemingly transformed emperor. Pacha also finds himself falling in love with Nina even though she is promised to the emperor.

Sting wrote "One Day She'll Love Me" that was to appear midway through the movie where Pacha and Nina are at a party at the palace and the two teens fight their growing attraction to one another.

Yzma had once been an incredible beauty in the Incan royal court. However, time and the sun have cruelly robbed her of her good looks. Yzma begins dabbling in the dark arts in an attempt to revive her beauty although she firmly believes it is the sun that has robbed her of her beauty.

She wants to snuff out all light on earth by unleashing the demon, Supai who is a force of darkness, to block out the sun. In a world locked in perpetual darkness, Yzma feels that her great beauty will finally be restored.

Sting created a truly show-stopping number titled "Snuff Out the Light" with Eartha Kitt, voicing Yzma, cutting loose with some really witty lyrics. Yzma works in a blacklit dungeon that soon fills with wild streaks of color and a trio of comic mummies. The mummies were named after badly aging rock stars: Mick, Bowie and Lemmy.

The song has a driving beat and builds and builds in intensity. Some have compared it to the song "Pink Elephants on Parade" from Dumbo. Once Yzma's storyline was snuffed there was no reason for the song so it got snuffed as well.

Master Disney animator Andreas Deja, who was working on the character and saw her as a classic Disney villainess like Malificent or Cruella De Ville, was said to be furious with the way Fullmer and Dindal had re-invented the character. Yzma became just one of Kuzco's advisers that the emperor thinks has gotten too old to do the job and fires her. Deja left the production entirely, telling Fullmer that he wanted to work on "a great film" and found work on Lilo and Stitch.

Not only were the three songs I described removed from the film causing friction with Sting; another blow-up comes when Fullmer asks the angry Sting for two new songs: "Perfect World" and "My Funny Friend and Me" for the new storyline.

In the film, Sting doesn't really want to be on the project anymore, as he's now working on an album and on tour, but he finally relents. He only threatens to quit once more, and the threat is averted by a major change in the movie's ending.

"After about five minutes of ranting and raving, I thought 'OK, let's get back to work. Let's try to make this thing happen,'" Sting said.

He and Hartley wrote the two new pieces "My Funny Friend and Me" sung by Sting during the closing credits and "Perfect World" performed by Tom Jones as a lounge act. "It's been a very long road but I'm happy we got this far. I didn't think we would at one point," said Sting.

Why the drastic change in the direction of the film? Some have said it was a question of money and too much more money would have to be invested to "fix" the film after some disappointing audience testing. Others feel that some at the Studio didn't think the story had a wide enough audience appeal. Still, others claim that the disappointing box office for Pocahontas and Hunchback of Notre Dame that didn't exceed the receipts for The Lion King had the Disney Company scared about any prestige production.

Mark Dindal was brought in to add some slapstick, zany humor. Dindal directed one of my favorite non-Disney animated features, Cats Don't Dance.

In the documentary, Allers gives a wistful soliloquy as he explains that he's quitting the project he's been working on for years, rather than continue on a pared down story that Chris Williams and co-director Mark Dindal come up with to meet the studio's demands.

Supporters of Allers' original vision still feel that if he had been given the time, money and support that the film would have been a masterpiece. Instead of the more ambitious Kingdom of the Sun, the Disney Studio decides to go with a supposedly more commercial film incorporating some of the same characters and location, Emperor's New Groove.

Dindal reworked the project and was given a short deadline extension with the studio moving up the release date of Dinosaur. Apparently at one point, it is even suggested that the locale for the film should be moved to Nebraska and the llamas become sheep.

The film opened in direct competition with Disney's own 102 Dalmatians. While receiving some good reviews, The Emperor's New Groove was the Disney Company's worst performing animated feature in the last four years in terms of box office.

No "Art of" book was released. Styler's documentary of the making of the film, The Sweatbox, was put on the shelf. The film eventually did well enough at the final financial tally and those figures increased with DVD sales which spawned a straight-to-video sequel as well as an animated television series.

Producer Randy Fullmer said, "We wanted to set it in the 1400s before the Spanish came [to South America]. The Spanish brought the wheel, but we had to have a cart on the storyboard. We debated for three hours whether to have a wheel on the cart. At the end of the day, it hit several of us. We are really on the wrong track. We are not trying to make a documentary on the Incas. We are just trying to have fun. We realized we had missed the boat on our film. We had sacrificed the potential humor in the movie creating instead an epic love story with powerful songs. We had taken ourselves and the film too seriously."

When David Spade's emperor character was turned into a llama, the character ceased speaking and became a minor character rather than the main focus of the film. "Everyone agreed that when we didn't have the llama speak, the energy drained out of the movie. If we let the llama speak, it changed the entire tone of the movie," Fullmer said.

I don't find The Sweatbox to be anti-Disney. It is fascinating to see the development of Kingdom of the Sun and the artwork and individual sequences are stunning. However, I have no idea whether or not it would have worked as a box office bonanza. It is equally fascinating seeing talented people given an insane deadline to redesign an entire film to produce a product that many people enjoyed.

Unfortunately, there has been no information if the Disney Company will ever release The Sweatbox for a wider audience, despite its unique glimpse into how the Disney animation machine worked during that time. While I have many treasures in my Disney video and DVD collection, I do not have a copy of The Sweatbox.



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(Send an email to Wade Sampson)

Wade Sampson grew up in the Los Angeles area and since the age of five was a frequent visitor to Disneyland. He was an original member of both the Mouse Club and the National Fantasy Fan Club. He attended all the local conventions where he had the opportunity to interview many of the people who actually worked with Walt Disney. Wade describes his house as looking like "a toy shop and a bookstore exploded and I decided to live in the remains". For over two decades, he has been a freelance writer and a teacher and for a while was a dealer in animation artwork and related resources. His columns concentrate on sharing stories of Disney history that haven't been recorded elsewhere.