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“Come One! Come All! To the Walt Disney County Fair! Filled with music, laughter and heartwarming drama!” proclaimed the theatrical poster for the Disney feature film So Dear To My Heart.


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It was the film that directly inspired the creation of Disneylandia and,eventually, Disneyland. There were plans for it to be the first all-live-action Disney film. A part of the film ended up in the backyard of animator Ward Kimball, but it resulted in some unusual problems. A significant part of Walt Disney’s personal childhood in Marceline is physically represented in the film, including a classic structure that provided Walt with countless hours of private pleasure at his own home until his death. The film featured an Academy Award-nominated song sung by “America’s favorite balladeer” and gave him his first hit single. The book adaptation of the film was the first children’s book illustrations by the legendary storyman Bill Peet, who would later find a successful career as a children’s book writer and illustrator.

Yet, this simple story of a boy and his black lamb is largely forgotten today. So Dear to My Heart, released nationwide on January 19, 1949, by RKO Radio Pictures, is a sentimental snapshot of a bygone period close to the heart of Walt Disney. It is quite easy to imagine this heartwarming rural story being on the Hallmark Channel today. It was meant to be an affectionate and respectful look at country life at the turn-of-the-century rather than to snicker at the antics of country yokels.

There is no huge melodramatic conflict. No villain is trying to foreclose on the farm. No natural disaster or illness threatens the family. The the young boy’s parents have apparently been dead for quite some time. While the grandmother is practical and God-fearing, it never prevents the boy from pretty much getting whatever he wants and overcoming obstacles like bees, bogs, a lost pet and poverty with relative ease.

Despite being pivotal in many ways, this Disney live-action film has been largely ignored and undocumented in comparison with other Disney films.

In the past, I’ve written about Blackbeard’s Ghost (link), Lt. Robin Crusoe, USN (link) and Toby Tyler (link), to try to provide some information about these neglected live-action films. They are not innovative classics, but merely well-made films that have some charming moments that no one seems interested in discussing despite Walt’s direct participation.

Today, even I was surprised about what I uncovered about So Dear To My Heart.

Sterling North was an acclaimed American author, including 1963's bestselling autobiographical Rascal, the story of raising a baby raccoon, that was eventually made into a Disney feature film. North's 1943 book Midnight and Jeremiah was the source material for So Dear To My Heart.

Set in 1903, in the fictional Fulton Corners, Ind., So Dear to My Heart tells the tale of a young boy named Jeremiah Kincaid (Bobby Driscoll, fresh from his appearance in Song of the South) who adopts a rejected and mischievous black lamb named Danny (named after the famed champion race horse, Dan Patch, who was also black). Jeremiah's dream of entering Danny at the Pike County Fair are almost crushed by the objections of his loving but strict grandmother, Granny Kincaid (Academy Award-winning actress Beulah Bondi). Jeremiah's only adult ally seems to be the blacksmith, Uncle Hiram Douglas (Burl Ives in one of his very first film roles) although Jeremiah also gets encouragement from his animated daydreams featuring the Wise Old Owl that magically spring to life from his scrapbook. He is also supported by his best friend Tildy (Luana Patten, also from Song of the South) although we never see her parents—even at the fair. Of course, there are tough challenges along the way, especially when the grown Danny, in typical Disney film fashion, becomes comically destructive and wrecks havoc on the farm and the local store. Eventually, Jeremiah does earn enough money to enter Danny at the fair and there is a clever and satisfying ending.

“I knew I had found the perfect story for a new kind of motion picture when I read the book,” claimed Walt in publicity for the film.

Walt had begun meeting about adapting the story with screenwriter Edwin Justus Mayer in 1945. The final credits list the screenplay by John Tucker Battle (the same screenwriter responsible for 1953’s still-frightening Invaders from Mars) with adaptation work by Maurice Rapf and Ted Sears (both of whom had done some work on Song of the South). That same year, producer Perce Pearce had gone to Indiana in the summer of 1945 to get a sense of the atmosphere for So Dear To My Heart. Pearce would later do some second-unit directing on the film.

The early scripts, including one from December 1945, did not feature any animation. However, scripts from 1946 include sections for animated inserts as does the budget for the film. An article in the June 30, 1946, Los Angeles Times stated the film would be “about 90 percent live action. In that one, Walt will resort to cartoons only when nature can’t provide his needs.”

RKO salesmen argued that it would be hard to sell a Disney picture without cartoons, so some feel that Walt was pushed into adding short animation sequences that sometimes feel intrusive. In actuality, Walt’s contract with RKO indicated that the features he would make for RKO distribution “shall be animated cartoon or may be part animated cartoon and part live-action.” There was no provision for just a wholly live-action feature and, truthfully, when the public saw the name “Disney” there was the expectation of animation and that may be why the first two minutes of the film is completely animated.

“I saw the cartoon characters as figments of a small boy’s imagination, and I think they were justified,” said Walt in a later interview.

Disney Legend Hamilton Luske was the supervising director of the animation that, according to the pressbook, amounted to only 15 percent of the total footage of the film. Story was credited to Marc Davis, Ken Anderson and Bill Peet. Animation was credited to Eric Larson, John Lounsbery, Hal King, Milt Kahl, Les Clark, Don Lusk, and Marvin Woodward. Art direction was done by Mary Blair, John Hench and Dick Kelsey. Many of Blair’s concept paintings still exist and there is a strong connection between these drawings and the completed film, like the Grundy store.

The animation is surprisingly good and it is interesting that these sequences are never discussed. Besides the standard character animation (featuring everything from a Scottish dancing spider to a threatening sea serpent to a professorial Wise Old Owl), there are some intriguing impressionistically designed scenes that would have stood out in an animated feature. While the film itself is often forgotten, it is puzzling why some of these self-contained animated “lessons” didn’t get re-used on other projects, including the Disney television shows.

Walt Disney was fond of the film My Friend Flicka (1943), directed by Harold Schuster, who over the years had risen in the ranks from actor to cameraman to finally being a director. In fact, Walt’s wife and daughters loved the film so much that they ran it many times in their home theater. Under contract to 20th Century Fox, Schuster was lent to the Disney Studios to do the live-action scenes for So Dear To My Heart. Schuster later claimed that the lamb was the hardest one to direct, even though it was often tempted with food to provide the appropriate actions.

Cinematographer Winston Hoch would go on to film Darby O’Gill and the Little People (1959) but Walt was quite familiar with his work since Hoch was the director of photography for the live-action sequences in The Reluctant Dragon (1941) and the live action Roy Rogers “Pecos Bill” segment from Melody Time (1948).

Filming began on April 30, 1946, and continued until August 23, 1946. Additional shooting was done on February 5, 1947, through March 28, 1947. Some filming was also done in May and August 1946. Initial filming went into late summer so the landscape had started to dry up. Every night, 27 greens men watered the soil and plants so they would look fresh and green for the next day’s shooting. Temperatures exceeded 100 degrees and while the cast and extras suffered in their heavily layered period costumes, cool air was pumped into the animal paddocks.

The movie was filmed, according to the official pressbook, around the homes and farms “amidst the grain fields, the orchards and vineyards, the alfalfa pastures, the cattle corral under the great spreading elms near Tulare, Visalia and Porterville” in the San Joaquin Valley about 250 miles north of Hollywood and supposedly some photography done in Sequoia National Park.

Schuster suggested Beluah Bondi for the role of Granny. She was only fifty-six years old at the time but had the reputation of playing care worn mothers including the mom of Jimmy Stewart’s characters in four films including It’s A Wonderful Life (1946) and Mr. Smith Goes To Washington (1939). She actually played her first “old lady” part when she was just twenty years old. For the film, she had to learn to take care of sheep, plow a field, spin wool and work a loom. In the final film, she does these activities and more as if she had been doing them all her life.

Schuster also chose beloved character actor Harry Carey for the part of the County Fair judge. Carey was well known for his work in silent Westerns and had the persona of a man of integrity and authority which is why Schuster wanted him. Sadly, Carey died before the film was released but after all principal photography had been done.

Unusually, some interior sets like the Grundy store, were actually built on location since the Disney Studio, at the time, had only one small stage.

Schuster told noted film historian Leonard Maltin, “They found an old, and I mean old, hardware store near the town of Porterville. It was closed, and the various wares inside were bought lock, stock and barrel and moved into the Grundy store. Both the barn and Granny’s house were built on the location. The railroad station was already there as were the railroad tracks. We rented the old engine and cars from Paramount, who had used them for Union Pacific [1939].”

According to Disney publicity, “Old No. 99 of the Evansville and Indianapolis Railroad as it is labeled for the [Technicolor film] was actually one of the Virginia and Truckee Railroad’s venerable engines, long since retired.” Reportedly, it first saw service in 1875.

Close to 500 local residents gathered daily at the set to perform as background extras “dressed in the period clothes of their forbears, providing the familiar farm chores and animals and the behavior of farmers at their fairs and picnics half a century ago. Disney personally supervised much of the action.”

At least Walt supposedly did that according to the publicity releases that also pointed out Walt helped supervise the train scenes.

Shuster told Maltin that “Walt would come up sometimes on weekends. We would have Sunday breakfast, and talk over the rushes. He was a very enthusiastic gentleman, and a joy to be around. His suggestions were always presented as suggestions only. He left the reins firmly in my hands.”

So Dear was especially close to me. Why, that’s the life my brother and I grew up with as kids out in Missouri. The great racehorse, Dan Patch, was a hero to us. We had Dan Patch’s grandson on my father’s farm,” claimed Walt Disney when the film was released.

To promote the film, Walt, actress Beulah Bondi and the child stars went on a tour that included Nashville and Chicago.

While the film itself was not as profitable in its initial release or re-releases as some other Disney films, as I began researching the film, I quickly discovered that it inspired many pivotal moments in Disney history. Here are just a few:

The barn from the film was recreated in Walt’s backyard and provided him endless hours of pleasure.

Working as an architect at the Disney studio was John Cowles Jr., the son of Dr. John Cowles, who had been a financial supporter of Walt Disney’s first animation studio that produced the Laugh-O-Grams cartoons. In addition to his set designs, Cowles Jr. also helped plan many of the permanent buildings at the Burbank studio as well as the blueprint for the layout of Walt’s backyard railroad, the Carolwood Pacific.

Cowles Jr. was responsible for designing the authentic red barn in So Dear To My Heart that reminded Walt so strongly of the one from his own childhood on a farm in Marceline, Mo. Walt had Cowles Jr. adapt that same structure for Walt’s backyard workshop. The only variations in that new building was a concrete slab foundation, windows along the east wall and a small room housing the central track control board for Walt’s railroad. So a piece of So Dear To My Heart remained close to Walt until his death and it was one of his favorite locations to get away from the burdens of work and just have fun.

The railroad station from the film ended up in the backyard of animator Ward Kimball.

A long-time railroad buff, Kimball designed the railroad depot in So Dear To My Heart based upon a Lehigh Valley Railroad flag depot at Pottsville, N.Y. After the filming, Walt (perhaps in a good mood after accompanying Kimball to the Chicago Railroad Fair) decided that Kimball’s backyard Grizzly Flats railroad needed a train station and a Disney studio truck delivered the disassembled train station building from the film to Ward’s home in San Gabriel. It was an unexpected and appreciated gift until Kimball tried to re-assemble it.

Kimball claimed it was like a jigsaw puzzle trying to put the unmarked pieces back together on a concrete foundation. However, he was even more frustrated when he had a big crane put the roof on the final structure and the whole thing collapsed. It was only a movie set so it only had three sides and there was not enough framing to support the roof. Kimball had to start over from scratch, but was able to salvage the roof, the windows and the doors. Kimball never revealed to Walt at the time how much extra effort and expense it took to rebuild the depot.

Years later, Walt decided that the depot would be perfect for the railroad stop in Frontierland in the new Disneyland theme park he was building and it would save some money to have Kimball simply return the train station. Kimball refused and finally revealed how he had to completely rebuild the building. Walt ordered the station built in Frontierland according to the same blueprints but with the addition of double doors, covered loading platforms on both ends and a separate freight office. Decades later, it was used as one of the sets for the “Two Brothers” short film run at the Disney theme parks, including as a segment in the American Adventure pavilion film at Epcot and the Great Moments With Mr. Lincoln preshow film at Disneyland.

Before there was Disneyland, Walt had toyed with a concept titled Disneylandia that would involve several three-dimensional mechanical miniature exhibits in train baggage cars that would travel the country. Walt imagined people, especially school children, visiting their local train station to learn about their history and heritage.

Walt was quite skilled at making miniatures. Working from plans that Imagineer Ken Anderson adapted from So Dear To My Heart, Walt personally built Granny Kincaid’s cabin from the film. It was a 1/8th scale mockup and is now showcased at the One Man’s Dream attraction at Disney Hollywood Studios in Orlando. Walt displayed his hand built model at the Los Angeles Pan Pacific Auditorium in November 1952 as art of the “Festival of Living” show.

To build the chimney, Walt picked up pebbles at his vacation home, the Smoke Tree Ranch, in Palm Springs. Inside, a hand-braided rag rug warmed a floor of planks not much larger than matchsticks. A china washbowl and pitcher, guitar with strings thin as cat whiskers, and a small family Bible sat on the table. A tiny flintlock rifle hung on the wall, and a spinning wheel sat in the corner. The scene looked as if Granny herself had just stepped away from her small rocking chair to go outside, but viewers heard Granny’s voice describing the cozy scene. Walt had recorded a narration by Beulah Bondi, the famous character actress who played Granny in So Dear to My Heart.

“This little cabin is part of a project I am working on, and it was exhibited as a test to obtain the public’s reaction to my plans for a complete village,” Walt explained in a 1953 interview. Walt was later convinced that the Disneylandia project would not be able to generate enough income to maintain the exhibits and only a small handful of people at a time could enjoy the experience. So the project evolved into the full-sized Disneyland.

So Dear To My Heart also provided the first opportunity for legendary Disney storyman to illustrate a children’s book.

In 1950, Simon and Schuster released a 126-page Golden Story Book (GS-12) of the film with text by Helen Palmer and illustrations by Bill Peet. (This was one of a series of 20 books that included two other Disney titles: Mystery in Disneyville and Donald Duck and the Hidden Gold.) Peet would later find success and acclaim as a children’s book writer and artist. His first book is usually considered Hubert’s Hair-Raising Adventure in 1959, but, in actuality, this film adaptation was his first published children’s book. He provided ink and watercolor drawings for almost every page of the book, very much in the same style that would be evident in his own books. It was not unusual for Disney artists to moonlight by doing illustrations especially for Disney related storybooks and comic books. Other Disney artists from John Hench to Mary Blair to Bill Justice and many more provided outstanding work for Disney related children’s storybooks. Unfortunately, the lack of success of the film has resulted in this particular book never being reprinted.

So Dear To My Heart provided “America’s favorite Balladeer” (as the pressbook described singer Burl Ives) with his first hit single. Ives was a collector and performer of authentic American folk songs and, at the time of the film, was perhaps best known for his appearances on radio and various concerts. He had been performing for well more than a decade when he recorded songs for the film. "Lavender Blue (Dilly Dilly)" was an English folk song and nursery rhyme that dated from the 17th century. Disney song writers Eliot Daniel and Larry Morey did an adaptation of the tune for the film and it was sung by Ives. It was nominated for an Academy Award for Best Original Song and was Ives' first hit single.

Daniel and Morey contributed two other songs to the score: "Ol’ Dan Patch" and "Stick-To-It-Ivity.' By the way, Daniel was later responsible for the I Love Lucy theme song. The title tune, "So Dear To My Heart," was from Ticker Freeman and Irving Taylor. Mel Torme provided the lyrics for Robert Wells’ music for the song "County Fair." Bondi and Ives duet on the traditional folk song, “Billy Boy”. While the publicity for the film prominently proclaimed that Ives would also sing the traditional folk song, “Sourwood Mountain,” a song that does not appear in the final film. Apparently other folk songs were cut, as well.
However, the most important thing about the film is its stated moral: “It’s what you do with what you got.” Certainly that philosophy was important back then in a kinder, more innocent time, but even more so today. It’s not hard to imagine that it was a philosophy that Walt would agree with completely and one of the reasons Walt wanted to recapture the nostalgic memories of his youth in this film.



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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.