The Secret Story Behind 40 Pounds of Trouble - Part Two

by Jim Korkis, contributing writer

Last time, I revealed some of the history behind the 1962 Universal Pictures feature film 40 Pounds of Trouble, as well as the very wacky presentation of what a day at Disneyland was like, from boarding Peter Pan’s Flight and only seeing a few scenes from Snow White's Scary Adventures and Mr. Toad Wild Ride, to disembarking the Monorail and being able to see Town Square and Main Street.

Were you able to follow that bizarre trip through Disneyland? While it remains amazing to see such wonderful images of 1962 Disneyland, it is still disturbing to see those images cut and pasted into unusual formations.

There was absolutely no evidence of any Disneyland security as the characters leapt over barriers, entered exits and tunnels and in general put themselves and others into danger. Not to mention manhandling the famous Disneyland costumed characters.

Walt wasn’t happy. While, in general, the park had been presented as a fun place with some interesting things to do, it had also misrepresented what was at the park and where.

Even today, there are people who believe there is a monorail station on Main Street, although they probably don’t think that they will see a policeman with an outstretched arm in Neverland on Peter Pan’s Flight (he's from Mr. Toad Wild Ride), instead of Captain Hook and Mr. Smee.

The press book for the film gleefully states that “And they run into all the legendary characters who roam the grounds like The Mad Hatter, Bugs Bunny, Mickey Mouse and Alice in Wonderland. Incidentally, all of these lovable characters have definite story point roles, which marks their first appearance in a non-Disney film.”

Bugs Bunny? Bugs, of course, was a popular competitor of Mickey Mouse’s in his cartoons produced by Warner Brothers. Alice and the Mad Hatter never appeared, unless they ended up on the cutting room floor.

The Three Little Pigs, the Big Bad Wolf, Goofy, the White Rabbit and Mickey and Minnie do make brief appearances, but as basically, for the most part, obstacles in the way of Tony Curtis and his attempt to escape the detective. It is a great opportunity to see these character costumes from this time period, but these characters are not used as significant “story points”.

This type of sloppiness irritated Walt, but there was little if anything he could do as he was not consulted on the publicity or the editing of the film. Disneyland had only been open for a little over six years, and many people had not yet visited, so this film would probably have confused them about what to expect when they did arrive.

Sharp-eyed viewers (or those who can pause the DVD clearly) will see glimpses in the background of the construction for the Haunted Mansion on the banks of the Rivers of America, and views of the surrounding city of Anaheim, not as developed as it is today, as well as other hidden treasures behind the main action, including a few bored cast members.

The press book for the film is filled with some interesting information about the shooting of the film at Disneyland in stories designed to be reprinted in local newspapers promoting the film. Here is an excerpt of some of that information:

“Since its opening, July 18, 1955, more than 30 million visitors have toured the famed amusement park and practically all of them have had the inevitable camera strapped around their necks with pockets bulging with rolls of film.

“So a camera at Disneyland is as common as five fingers on a hand. However, this was not the case with the battery of color cameras set up by Universal Pictures for the filming of location sequences.

“Walt Disney, who had turned down more than 20 previous requests from motion picture companies to use Disneyland as a background for a movie, gave producer Stan Marguiles and director Norman Jewison permission. This was the first time he has allowed his famous tourist attraction to be used for a major role in a feature-length film.

“More than 100 studio technicians comprising the crew utilized every nook and cranny of Disneyland for cinematographer Joe MacDonald. In fact, the more than $40 million establishment literally served as the most expensive movie set in Hollywood history.

“Basically, what was filmed there was an exciting chase scene in which detective Tom Reese pursued Tony Curtis from one end of the park to the other in order to serve him with a subpoena. In an attempt to elude his implacable pursuers, Tony and his companions take in all the rides and sights in the park.

“Even the sounds of Disneyland were captured by sensitive mikes for the 20-minute sequence that is the highlight of the film. Captured were the leisurely clop-clop of horse-drawn surreys ‘with the fringe on top’, the ‘um-pa-pa’ of a band concert in Town Square, the chug-chug of ‘horseless carriages’, happy laughter of crowds, and the steaming hiss of ‘Old Unfaithful Geyser.’

“Among the hundreds of extras used each day by Universal were 100 children, who were required by California law to attend classes on the days they worked in the move.

“An open-air schoolroom was set up in the middle of Disneyland where a half-dozen teachers made with the three ‘R’s during the filming lulls.

“As far as the kids were concerned, it was an unbelievable dream come true. They kept pinching themselves to see if it were all really so. Imagine getting paid, getting on all the rides for free, and attending school right on the grounds as a bonus!

“The Hollywood caterer who ran the $37,000 traveling commissary that served hundreds of movie personnel daily, figured the weekly lunch tab totaled $15,000 for meals served on the location by the company.

“Five movie horses were brought to the location for some scenes. If the horse worked, it received $50, but if it just stood around waiting, the price shrunk in half. However, the group of four-legged actors earned an average of $250 weekly.

“The photographing of the principals in the rides presented more problems. The problems were solved with some ingenious placing of the cameras in strategic spots. Sometimes they were mounted in cars before or behind the ones carrying the actors.

“In the case of the Matterhorn [Bobsleds] ride, a small, specially built camera, complete with lights, was firmly clamped in front of the sled and set automatically to roll and record the expressions of the actors as they roared around the sharp turns.

“In addition to all the camera close-ups, a helicopter shot of the entire colorful park was taken to give a theater audience a panoramic view of Disneyland.

“Finally, the filming of 40 Pounds of Trouble turned out to be one of the big attractions for the many thousands of tourists. Huge trailer trucks, vans, camera cranes, power trucks and wardrobe trailers, all sizes, caught the eye of the curious tourists.

“Stage struck young girls forgot about the sights of Disneyland for the time being and strutted by the camera hoping to be ‘discovered’ by Hollywood. Autograph hunters thrust books in front of Tony Curtis or anyone else who looked like he might be somebody.

“Even the utility man feels that Disneyland is a ‘magic place.’ He estimated he autographed at least 50 books before the location filming was done.”

Sounds like a big mess, doesn’t it? It was obviously very disruptive to the Disneyland experience.

Scenes like Tony Curtis jumping over a fence near the Autopia were among the far-fetched and disruptive aspects of the film.

So how did Universal get permission to film in Disneyland when Walt had denied all previous requests?

The answer is Jules C. Stein, a promising eye surgeon who left that career to co-found the Music Corporation of America (MCA). In 1962, he purchased Universal Pictures and needed to make an immediate impact that the studio was being revitalized.

As Disney historian Sam Gennawey wrote, “Early in the 1930s, Stein and Walt Disney became close friends. Whenever Disney was stuck trying to convince his brother Roy to fund a project, he would often threaten to take it to Stein and get the project financed.

“Dr. Stein was one of the earliest investors in Disneyland. When Disney considered developing a city in Florida, he consulted with Stein due to Stein’s experience running Universal City,” Gennawey wrote.

Stein had also advised Walt and Roy about the television business in the 1950s, helping them with his entertainment connections and business savvy.

After Ellis Island in New York was decommissioned as an immigration station in the mid 1950s, Jules Stein once suggested helpfully that Walt buy the historic 27.5 acre island and build another Disneyland there.

Walt had even accompanied Stein on a walking tour of the Universal Pictures studio before Stein decided to purchase the company, even asking Walt whether he thought having a studio backlot tour there would be a good idea.

Walt thought it would be a great idea. The Universal Studios tram tour (with trams designed by Imagineer Harper Goff) opened quietly in June 1964 and was a huge success.

In addition, Walt was an ardent supporter of his longtime friend’s ophthalmic and philanthropic efforts including the founding of the organization Research to Prevent Blindness.

When the prestigious Jules Stein Eye Institute opened in Los Angeles at UCLA in 1966, Walt felt that a mere monetary contribution would not be enough. Walt also commissioned artist Mary Blair to create a one-of-a-kind 220-square foot ceramic mural reminiscent of her work on "it’s a small world" for the walls of the Pediatric Waiting Room of the new institute. One of the fired clay tiles has the following inscription: “To Doris and Jules Stein With Love Walt Disney.”

For those who still believe that Walt Disney was anti-Semitic, Stein and his wife were both very prominently Jewish.

When Stein wanted to use Disneyland as a setting for one of the first of his newest movies, Walt hesitated only slightly in saying “yes” to his friend. Walt also assumed that this might be a new avenue to generate capital for further Disneyland expansions.

After all, how bad could it all be? Walt had sometimes filmed some segments at the park for his own weekly television show, including some shots for the episode Disneyland ‘61/Olympic Elk that had aired in May 1961, just a year before filming for this Universal movie.

Unfortunately, Walt saw almost immediately that the filming disrupted the guest experience. Universal had no proprietary interest in Disneyland, other than another film location. Attractions were shut down and unavailable to paying guests, while filming was going on. Sections of the park were blocked off, especially with all the trailers and production crew clogging the traffic flow for cast and guests.

There were the logistics of extras, equipment and more and all of this activity extended for roughly a week. All the confusion undercut the storytelling that Walt was trying to tell at the park. More important, some guests were more fascinated by the filming of a movie than the park itself.

Walt was concerned that guests were paying more attention to the filming, like Tony Curtis trying to avoid the cops, than to the park.

The negatives were far greater than any positives, including additional free publicity for Disneyland and some rental fees that could be used toward improvements in the park.

It wouldn’t be until 1996 and the film That Thing You Do! that a non-Disney film would be able to use the park as a setting for a very brief clip. That film was written and directed by actor Tom Hanks who had voiced the character of “Woody” in the Pixar animated feature Toy Story the previous year. That is how Hanks got permission, since Disney wanted to remain on good terms with him for future projects.

In 2013, Hanks would star as Walt Disney in the film Saving Mr. Banks, where there was a scene at Disneyland set in spring of 1961 and the parts of the park were redecorated to resemble what it looked like as it is seen in 40 Pounds of Trouble.

So after many years of research, the mystery behind why 40 Pounds of Trouble was allowed to film at Disneyland is revealed.

How many Disneyland fans know of another 1962 non-Disney produced film that had a short clip of the exterior of Disneyland? In the Columbia Pictures release The Three Stooges in Orbit (1962), the Martians Ogg and Zogg use a raygun to destroy selected earth targets, including Disneyland.

A few years earlier, Disney had contacted Moe Howard about his invention of a process that could make live-action look like animation. Disney had intended to use it for segments of 101 Dalmatians (1961) for the final car chase scene. It proved to be not quite what Disney wanted.

40 Pounds of Trouble is not a significant film. If not for the footage from Disneyland, it would be long forgotten.

It is merely a harmless and pleasant diversion, but a nice showcase for some actors, as well as Disneyland.

After an absence from films for many years, actor Phil Silvers reappeared for this production and turned down the lead role of Pseudolus in the original Broadway production of A Funny Thing Happened On the Way to the Forum (Zero Mostel took the part) to do this film instead.

It was a mistake that Silvers very vocally told people over the years that he regretted. He was cast as Pseudolus in a revival of the musical in 1972 and won a Tony Award for his performance.

The supporting cast in the film is a terrific roster of talented character actors including Larry Storch, Edward Andrews, Howard Morris, and Stubby Kaye, as well as leading men like Kevin McCarthy and Warren Stevens.

Comedian Larry Storch appeared in five Tony Curtis films because the two had developed a friendship when they first met serving together on the submarine tender USS Proteus during World War II.

Perhaps the most famous negative review of the film was given by the prestigious Bosley Crowther of The New York Times who wrote on January 4, 1963:

“Every time they remake Little Miss Marker, the famous Damon Runyon tale about a gambler who inherits a moppet and has to take care of her, they make it a little less charming, a little more commercial and crude. That is evident in 40 Pounds of Trouble, which opened yesterday at the Palace and other metropolitan theaters.

“Although no credit is given to Mr. Runyon's sentimental conceit, in which, you will remember, Shirley Temple made her screen debut, it is clearly the inspiration for the slapdash and witless script that Marion Hargrove has knocked together for this bluntly promotional film.

“It has Tony Curtis acting as a jazzy manager of a Nevada gambling club who suddenly finds himself the custodian of a left-over female child at the same time that he is wooing the snappy girl singer at the club. This, of course, is the situation in which Little Miss Marker's guardian was.

“But, unhappily, Mr. Hargrove's treasury of whimsy and wit is very thin, providing nothing more than labored humor for the goons who have to help amuse the child. And his weak and probably fore-ordained solution for the dilemma is a visit with the child to Disneyland, which is photographed and plugged from every angle — including the angle of salesmanship.

“Considering that the first part of the picture is pretty much an illustrated plug for Harrah's Club at Lake Tahoe, Nev., where much of it was brightly photographed, one might reckon it a television picture, with obvious commercials built in. And considering that its first-time-out director, Norman Jewison, is straight from television, it's no wonder that it has a video look.

“Mr. Curtis; Suzanne Pleshette, as the singer; and Claire Wilcox, as the baby-talking child, are as banal as spot-commercial hawkers of headache tablets or crunchy breakfast foods.

“The trouble with 40 Pounds of Trouble is that it is just too hackneyed and dull.”

Still, for fans of early Disneyland, this film is much more of a treat than a trick and with a healthy suspension of disbelief, an entertaining experience.



  1. By Jimbo996

    Excellent story as I am a Tony Curtis fan. Disneyland is often the subject of many media events and it seems like the opportunity to film there doesn't wane even though it isn't featured in films much today.

  2. By LtPowers

    Speaking of That Thing You Do!, the Disneyland scenes were extremely brief -- and stills, to boot, not film -- but I daresay they're most notable for using modern character costumes instead of ones from 1964.

    Powers &8^]

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