Who Was Phyllis Bounds?

by Jim Korkis, contributing writer
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Sometimes one of the ways to understand someone is to take a look at their relatives and how they interacted with them. Walt Disney still has elements of mystery about him and some of that situation comes from the fact that we actually know very little about his family.

The Disney family has always been very private about their personal lives. Even Walt's older brother, Roy, regularly avoided the spotlight and would shift the conversation to something about his younger brother instead who was the celebrity. Roy's son remembered that his father never talked about his time serving in Navy during World War I, even when he was directly asked.

I often run into Disney fans who still don't realize that Walt had two other older brothers: Herbert, who spent his entire life working for the U.S. Postal Service, and Raymond, who operated his own insurance company and was the inspiration for Honest John the fox in Pinocchio (1940).

Phyllis Zane Bounds was born December 22, 1919 in Spokane, Washington, and died June 21, 1983 in Los Angeles, California, at the age of 63. Her nickname was "Phyl" or actually to her friends "fun-loving Phyl." She was the niece of Lillian, who was Walt Disney's wife.

According to the always outstanding research on Disney's fabled Nine Old Men, Disney historian John Canemaker was able to determine that Phyllis was well-known for being hard-drinking, chain-smoking, rough talking, hard working, artistic, stubborn, and opinionated. She was not a woman to be trifled with in any way. She was married several times.

While working in the Disney Ink and Paint Department, including on Dumbo (1941) where, according to historian Mindy Johnson, she also supplied some story art, she briefly married a studio gas station attendant. Her next husband was acclaimed portrait photographer George Hurrell, with whom she had three children.

Then she married Disney storyman David Detiege and, finally, legendary Disney animator Milt Kahl.

When Walt Disney died in 1966, his last will and testament left a one-tenth of his total estate to benefit three nieces and his sister Ruth. The three nieces were Marjorie Davis (married to Imagineer Marvin Davis), Dorothy Disney Puder (married to Reverend Glenn Puder), and Phyllis Bounds.

Her entire life was entwined with Disney in some way from working in the Ink and Paint department to being Milt Kahl's inspiration for the character of Madame Medusa in The Rescuers (1977). Perhaps her biggest contribution to Disney history was during her marriage to Hurrell. That is an interesting story.

In May 1941, George Hurrell was famous for his glamour photography of movie stars, as well as being the head of Esquire magazine's West Coast photographic department where he supplied a monthly "Esquire Girl" layout that became extremely well-known.


Hurrell Productions, led by Phyllis Bounds' first husband, George, produced commercials featuring classic Disney characters, like Alice who promoted Jell-O.

In fact, by that time there had already been several magazine articles profiling him and his work. His influential approach became known as "Hurrell style." He had even done some of his iconic atmospheric portrait photography of Walt Disney.

However, he was a mercurial man and was feeling particularly moody in 1941. In fact, it sparked some sort of a disagreement with his wife Katherine Cuddy, who was a beauty contest winner from Seattle who he had married in 1939. She took off for Mexico to allow him to cool off.

"Upon my return," she later told a judge at her divorce hearing, "he met me at the train station and acted very strangely. He told me that he had met a girl model and that he was in a jam with her. He said matters were complicated because she was the niece of a studio executive."

He told her that he was in love with the girl and, in fact, living with her. The couple formally separated in March 1942 and she filed for divorce in December. The uncontested divorce was granted on March 2, 1943, and Katherine later married Twentieth Century Fox executive Ralph Dietrich in 1946.

Hurrell, who had been drafted into the First Motion Picture Unit of the United States Army Air Force in October 1942, requested a temporary leave and drove down to Long Beach where, one day in March 1943, he married the 24-year-old part-time model who had helped break up his marriage—Phyllis Bounds who was 14 years younger than Hurrell.

When he turned 38 years old, he was mustered out of the service in April 1943. He worked as the studio photographer at Columbia Pictures, but, feeling unchallenged and uninspired by the job, he left in October 1943 and worked out of his own studio on Rodeo Drive in Beverly Hills.

In 1946, Hurrell took Bounds and their 1 year old daughter, Victoria, to New York where he rented space near Park Avenue to continue his work. They had two more children: Clancy in 1946 and Alexandria in 1948.

For the next six years, he did a combination of editorial and advertising work. He even produced his own television show about still camera techniques on a local New York television station but it only lasted a few episodes.

In 1950, she reconnected with her uncle, Walt Disney, who had expressed interest into getting into television. However, he made it clear he wanted to experiment first to learn more about things and didn't want to use his company's name. There was a stigma about a motion picture studio being involved in any way with television.

He also intended to use the television work to quickly generate money that could be used for building and sustaining Disneyland especially since the theatrical short cartoons had stopped generating any real revenue.

In December, Hurrell negotiated with Roy O. Disney (Walt's older brother), Gunther Lessing (the Disney Studio lawyer) and Paul Pease to create Hurrell Productions. It was officially established January 5, 1951. The agreement was that the television production company would function on the Disney Studio lot itself and be able to use the talent and resources of the studio.

Because of his still existing advertising commitments, Hurrell himself remained in New York to finish up work putting Bounds in charge.

Hurrell returned in 1952 but continued doing portraits out of his Rodeo Drive studio, primarily leaving much of the day-to-day operations of Hurrell Productions to Bounds. However, Hurrell served as producer and occasionally as director and even cinematographer since the company did live action as well as animation.

Roy Disney became disappointed that the studio was not generating more income and sold back Disney's part of the ownership in the venture to the Hurrells on October 31, 1952. The arrangement still allowed Hurrell Productions to use labor and resources from Disney.

Hurrell Productions at the Disney Studios proved to be especially successful in making television commercials for a variety of clients including Kellogg's, General Mills, Sunkist, Hunts, and Johnson & Johnson among many others.

Hurrell Productions produced two different tracks of commercials. First, they did commercials featuring the classic Disney characters primarily for sponsors of the Disney television programs.

These commercials featured the classic Disney animated characters including Mickey Mouse, Pluto, Donald Duck, Tinker Bell, Jiminy Cricket, Alice and the Cheshire Cat and many others. Clients included Peter Pan Peanut Butter, American Motors, Jello, Canada Dry and more.

The second track of commercials created memorable new advertising character icons from Tommy Mohawk for Mohawk Carpets to Fresh Up Freddie for the 7-Up soft drink.

The primary director for these commercials was Charles "Nick" Nichols. Nichols, who began his Disney career as an animator on the Disney shorts, had most of his recognition as a director on the Pluto cartoons from 1944-1951.

However, those cartoons were being phased out because they were becoming too expensive to produce. The television commercials provided work for some of the Disney staff who had been working on the diminishing output of theatrical short cartoons.

Phil Duncan, Volus Jones, Bob Carlson, Bill Justice, Paul Carlson, Amby Paliwoda, Vic Haboush, Bob Youngquist and others contributed to this new endeavor.

Tom Oreb designed stylized versions of the Disney characters that were reminiscent of the angular "modern art look" being done on characters by popular animation studio UPA.

The commercial work provided work for other talent as well such as voice artists.

Sterling Holloway and Cliff "Jiminy Cricket" Edwards narrated Peter Pan Peanut Butter commercials. Tinker Bell was mute in those days and had to pantomime her delight at the peanut butter that could be put on hot toast because it melted like butter and was so smooth that it could even be spread on crispy potato chips.

Edwards also performed as Jiminy Cricket and sang an adaptation of When You Wish Upon a Star for a Nash Rambler car commercial as well as being the spokes-cricket for Bakers Instant Chocolate Flavored Mix where he was in charge of Jiminy Cricket's Sipping and Singing Society.

Kathryn Beaumont recreated her role as Alice in Alice in Wonderland in a series of commercials for Jell-O including one featuring the characters of the Griffin and the Mock Turtle who had not made it into the original film.

Jimmie Dodd, the Big Mousekeeter on the Mickey Mouse Club television show, not only narrated commercials for Ipana toothpaste, but his sped-up voice was used for the character of Bucky Beaver singing the jingle "Brusha Brusha Brusha. Use the new Ipana," which Dodd had written.

Besides Bucky Beaver, Disney also produced commercials with Fresh-Up Freddie who was the mascot created by Disney for the 7-Up soft drink company that was co-sponsoring the Zorro television series.

He spouted phrases like "Fresh Up with 7-Up" and "Nothing Does it Like 7-Up". Freddie was supposedly named in honor of 7-Up bottler Fred Lutz Jr.

"They (7-Up) spent $2.5 million dollars on their TV commercials," remembered Paul Carlson, who was Nichols assistant in the unit, when he talked with animation historian Michael Mallory. "I think they did 26 one-minute commercials at $100,000 apiece. And we usually handed out the animation to the staff artists at Disney, but they would often do the work at home."

Countless other now-forgotten characters were also created by Hurrell Productions using Disney staff, including Tommy Mohawk for Mohawk Carpets with his mischievous squirrel named Chatter, who looked a lot like Chip from Chip'n'Dale; an energetic gray seal with expressive eyes and whiskers, wearing a black tuxedo jacket, a black bowtie, and a dapper little top hat for the Canadian Fishing Company's premium national brand of canned salmon, tuna and seafood projects; and, of course, Pow and Wow the two Indian braves contending with a grape stealing fox named Foxy Loxy for Welch's Grape Juice who was one of the sponsors for the Mickey Mouse Club television show.

While many examples of the Disney 1950s television commercials can be found on YouTube, the best quality copies can be found from Steve Stanchfield's Thunderbean Animation that has just released some of the public domain 1955 Disney Nash automobile, Peter Pan Peanut Butter and Jell-O animated commercials done through Hurrell Productions on its Blu-Ray Mid Century Animation Volume 1.

Hurrell decided he wanted to expand beyond commercials and produce a television series based on the character of Zorro, who had previously been popular in films.

He negotiated a deal with Mitchell Gertz, who had acquired rights to the character from its creator, Johnston McCulley. Hurrell began negotiations with movie star Gilbert Roland to play the character.

"I wanted to go to Mexico and shoot all the material down there with Gilbert who played a guitar pretty well and had the accent and the whole works," Hurrell told John Kobal for his book People Will Talk (Knopf 1986).

Walt stepped in and put a stop to the project. Hurrell claimed Walt said, "He's too old" about Roland, which infuriated the photographer who felt that Walt was infringing on his autonomy and creativity.

"If that's the way it's going to be," Hurrell said, "you can have it then. To hell with it. So I moved out of there."

This anecdote probably explains how Walt Disney got interested in obtaining the character in the first place. To entice Walt, Gertz presented him with a beautiful soft leather folder with a "Z" on the cover (etched by a sword) and included parchment pages inside that advertised the past triumphs and promotional potential of the character and its continuing popularity.

A deal was made with Disney early in 1953 for Zorro, although the series was not produced until 1957.

Hurrell began being increasingly argumentative with Walt and, on September 10, 1954, the couple separated. Bounds actually left Hurrell Productions and joined the Disney Studios payroll as TV special coordinator still supervising the creation of dozens of Disney commercials.

Walt supposedly offered to buy Hurrell Productions, but the angry Hurrell responded, "You can't have my name. My name is mine."

On November 24, she filed for divorce and part of the reason she explained was that &quto;his [Hurrell's] behavior is hurting the production company".

In court, she testified, "He has a violent temper and argues all the time, upsetting me and the children." Disgusted, Hurrell left for New York and advertising work in 1954 with Bounds assuming control of the company.

One of Walt's last secretaries, Tommie Wilck, told interviewer Richard Hubler that Walt's wife Lillian was furious that Walt had hired Bounds in the first place. Lillian's sister Hazel Sewell felt that Bounds was "too flighty" and had already been given too many chances and would prove unreliable and end up hurting Walt. The fight over the matter was so bad that instead of going home, Walt stayed at the studio for three nights and never called Lillian during that time.

On May 18, 1955, Bounds was granted a divorce and was awarded $600 a month in child support, as well as a substantial property settlement. Shortly afterward, Hurrell married his third wife, Elizabeth Willis.

In a 1991 interview, Hurrell recalled, "I was married to a niece of Walt Disney's at the time. Walt wanted to get into television, and he decided to do it through commercials. I had had TV commercial experience at J. Walter Thompson (in New York). So we set up a commercial department on the Disney lot called Hurrell Productions.

"Walt was allowed a certain amount of liquor per day. When he had gone through that, he came to my office and got into my bottle."

Hurrell Productions was disbanded on May 8, 1959 for several reasons, including the fact that Walt was unhappy with the use of classic Disney characters in commercials and the limited animation that, because of costs, had to be used in order to be competitive in the market.

Animator Paul Carlson remembered in an interview with Didier Ghez in 2008 that "during 1956-58, I worked for Phyllis Hurrell, Walt's niece. She was in charge of the Disney Commercial Division. Phyllis's assistant was her cousin, Sharon Disney, Walt Disney's (adopted) daughter. Sharon was about four years my junior and I shared an office with her adjoining Phyllis' office. Those offices were all in the H-wing of the Animation building."

Sharon loved working with Bounds and Walt loved having Sharon on the studio lot.

"Walt would come and stand in the door frame visiting Sharon. He'd drive her in to work and take her home," said Carlson who also mentioned that Walt would review the work the unit produced roughly once a month in a screening room. "We did so many different commercials and to tell you the truth I can't remember all of them. We worked in black and white to save money since they were only going to be run on television which was only in black and white and just for a brief time. There were so darn many of them. Some of these commercials were animation and some of them were live action. Nick had a live-action [director's] card and that's how he got involved."

Bounds married animator David Detiege on January 25, 1958, as the production studio was gearing down its work. He was a storyman at Disney and went on to be a writer and occasional director at UPA, Warner Brothers, Hanna-Barbera as well as several independent animation companies.

He wrote and directed the animated feature film The Man From Button Willow (1965). Bounds is credited as the producer on the film and with writing the lyrics for the songs (as "Phil" Bounds) with composer George Bruns. She also claimed she contributed to the writing, but is uncredited in that capacity in the final credits. They were divorced shortly after the film was released.

Disney Legends Marc and Alice Davis introduced the 49-year-old Phyllis to the nearly 60-year-old Disney Legend Milt Kahl in 1967. They dated for a year and married on February 14, 1968. They were married for about nine years and 10 months and got officially divorced on January 31, 1978. Phyllis died roughly five years later.

By this time, Bounds was well financially well off and owned two buildings on the corner of Melrose Place. One was rented to the upscale Le Restaurant and the other was the Bounds Gallery which sold posters and graphics by modern artists like Picasso while there was living quarters for her in the back.

The newlyweds lived in a penthouse in Century City, which Bounds decorated with a $200,000 set of furniture from a French chateau. The other half of the penthouse floor was the residence of actor David Janssen and his girlfriend who played rock and roll music so loud that the Kahls were constantly screaming at them and pounding on the walls.

Bounds introduced Kahl to the art of Picasso, Chagall, and Henry Moore. She made him more conscious about his physical appearance, especially how he dressed and helped him pick out clothes. They traveled frequently to Europe.

However, Kahl had a cruel, fiery temper and was highly competitive. When Bounds took up tap dancing and piano, he took them up as well and worked hard to be better than she was. Bounds was a strong woman, but got tired of being his wife especially when he became critical of her drinking.

Animator and director Richard Williams recalled, "She talked like a producer and tucked the alcohol away."

It was not as amicable a parting as some believed with animator Kahl later claiming that his favorite character to animate was the villainous Madame Medusa in The Rescuers (1977) because he based much of her flamboyance and "aging sexpot attitude" on his ex-wife. He ended up doing almost all the animation for the character himself.

Animator Jane Baer, who knew Milt and Phyllis told historian John Canemaker, "Phyllis wore boots. Medusa wore the same boots. In that scene where (Medusa's) pulling off the eyelashes, I said, 'That's Phyllis!' You just knew."

Bounds was living in a mansion in Pacific Heights in San Francisco at the time she died in 1983.