Frank and the Fairies

by Wade Sampson, staff writer

Walt’s animators made it look easy when it came to creating classic and memorable characters. However, even the simplest characters in those films underwent continual changes before being finalized.

When I think of Disney fairies, I immediately think of Tinker Bell and then I think of three under-used characters that are still delightful 50 years after they first appeared in a Disney film. In the rush to promote a Disney fairy brand, they seem to have been forgotten, perhaps because unlike the prepubescent females of that brand, they are more mature and much more amusing.

Animators Frank Thomas and Ollie Johnston on “Sleeping Beauty” were assigned to the three good fairies: Flora, Fauna and Merryweather. The fairies’ names subtly indicated that they were spirits of nature and therefore benevolent. Flora was to have had dominion over plants. Fauna was to have had dominion over the animals. Merryweather would control the climate. An early concept sketch had her with a little parasol umbrella for inclement weather that seemed to plague her despite her name.

Walt ultimately decided not to follow that direction because he felt that while it might provide some humorous situations that it would ultimately distract the audience from what he felt was the real focus of the story.

“At one point, Walt wanted the three fairies to all be alike, sort of like Huey, Dewey and Louie,” remembered Ollie Johnston. “And we [Thomas and Johnson] thought ‘that’s not going to be any fun’. So we started figuring the other way and worked on how we could develop them into special personalities. I think it made the picture richer to have them that way. Little Merryweather was a feisty little thing and got upset real easily. Fauna was always trying to keep peace between Flora and Merryweather. Flora was not what you would call an appointed leader. She just sort of automatically became the leader because she had all the best ideas. All in all, the three of them formed a happy team.”

During nearly a decade of work on the film, those characters continued to evolve. Their tiny wings and insistence on politeness make them appear unthreatening and unable to overcome the evil power of Maleficent but the “power of three” helped the story to a happy ending.

At one point they had fairy-like antennae. It was Don DaGradi who helped set the final design for the characters when he observed that little old ladies wore their hats directly on top of their heads and he created some winsome sketches of the three fairies.

Live-action film reference for the characters was made featuring top film character actresses like Spring Byington (perhaps best known for the December Bride television series in the 1950s), Madge Blake (who played Aunt Harriet in the Batman TV series) and Frances Bavier (who was Mayberry’s Aunt Bee on The Andy Griffith Show) among others.

In 1952 (nearly seven years before the film was finished and theatrically released), the fairies were going to sing a song titled Sunbeams (Bestowal of Gifts) with lyrics and music by Sammy Fain and Jack Lawrence. In the song, the first gift from Flora was happiness. “You can have sunbeams in your pocket.” The second gift from Fauna is beauty. “You can have stardust in your eyes”. Then Maleficent appears. “Yes, she’ll have happiness and laughter. Yes, she’ll have beauty, that’s no lie! But before the sun sets on her 16th birthday, the princess shall prick her finger on the spinning wheel and die!” Merryweather didn’t get to sing but supposedly in the following dialog transformed the death wish into a sleep that would only end by true love’s kiss.

In fact, an entire score by Sammy Fain and Jack Lawrence had been developed and storyboarded until Walt decided to throw it all out and base the music on the 1889 Sleeping Beauty ballet by Tchaikovsky that would be adapted by George Bruns.

Bruns adapted a theme from the ballet for the fairies in 1954 and Winston Hibler and Ted Sears provided the lyrics for “Riddle Diddle One, Two, Three”. The fairies would use the phrase before they waved their wands to make magic like baking a birthday cake, making a dress or cleaning up the room.

A year before the film premiered, Frank Thomas shared the following insights on how he and Ollie Johnston developed the three fairies:

“Ollie and I are about the only guys around here who think little old ladies can be funny. The fairies started with the original story crew of Ted Sears, Winston Hibler and Bill Peet. The various fairytales had any number of fairies in the Sleeping Beauty story, up to 13. The story boys settled on three. Three characters are easy to work with in animation, and Walt likes combinations of three. They have proven successful in the past.

“The actions of the three were nailed down by the original story crew and the storyboard team of Ed Penner and Joe Rinaldi. It was up to Ollie and me to make the fairies come alive. Character is never established until the pencil lines are put on paper by the animator. And it’s only then character develops.

“So I started studying old ladies. I spent hours in the grocery store, usually at the dogfood counter. You see lots of them at the dogfood counter. I didn’t mind spending the time. I like old ladies.

“A project like this affects your thinking after a while. Once at a wedding reception, I found myself studying all the older women there. It was a worthwhile experience. I picked up some excellent pointers on necks, ears, hairdos, and style of dressing.

“I had a babysitter who was a good fat type. I studied her so intently I guess she got self-conscious. She took off forty pounds and I lost a model.

“When I was on vacation in Colorado one summer, I found what I thought was a perfect type. She moved just beautifully. But every time I tried to take movies of her, she froze. It was very discouraging. I went back there, the next summer, but the same thing happened.

“Bit by bit, I learned about little old ladies and how they move. There are two kinds, actually. One kind is all humped over. The other stands straight and erect. This is the more interesting type.

“I found that when old ladies move, they bounce like mechanical toys. They paddle, paddle on their way. They stand straight and their arm movements are jerky. Their hands fly out from the body. The reason for all this is that they’re afraid to get off-balance, afraid they will fall over.

“We had to find out everything we could about the three fairies. It’s the same thing we do with every character. If we had a Sneezy in Snow White, we had to know how he ate his food, combed his hair, blew his nose. Everything. You can’t draw what you don’t know.

“For the fairies, we tried all kinds of costumes. We looked in costume books for medieval attire. We tried Scandinavian versions, German types and many more.

“We studied people in the studio, men as well as women. We looked at hundreds of actresses, trying to find the perfect types. None of them was perfect.

“But bit by bit, the fairies began to take shape. One became dominant—Flora—and the other two were tagalongs. We tried to make them positive and aggressive. They were do-gooders, but not the retiring kind, not the Carrie Nation type. They had plenty of spunk.

“The conception really took shape when Don DaGradi came up with sketches of the three fairies. They were exactly what we had been looking for. After that, Tom Oreb made model sheets of the fairies in various costumes and poses, showing proportions and relative size. These are used for reference by the animators.

“The voices were found for Flora, Fauna and Merryweather and the dialogue was recorded. Then the work of animation really began.”

Speaking of the voices, Flora was described in an early outline as “the matriarch type, large and dominating…talks with a great deal of authority, is the practical one of the Good Fairies—the ‘Doc’ type.” Verna Felton was selected who had previously provided the voice of the matriarch elephant in Dumbo, the Fairy Godmother in Cinderella and The Queen of Hearts in Alice in Wonderland among many other Disney voice roles. Author Bob Thomas described the actress as “a Disney favorite whose voice had a pixie quality with a note of authority”.

Merryweather was seen as a more child-like character who was naïve and buoyant and similar to Dopey but “with a streak of good sense”. Barbara Luddy—who voiced the role of Lady in Lady and the Tramp, Kanga in the Winnie the Pooh shorts, the Mother Church Mouse in Robin Hood, and others— was selected.

Fauna proved to be a challenge. Her description in an early outlines was “A little bit nitwitted…jumps at conclusions and goes off on the wrong track…not quite with it.” That description resulted in the storymen comparing the character to a character on the old Bob Hope radio show, Vera Vague, who was a busybody. Eventually, they selected Barbara Jo Allen who had played the part on the radio show.

She based the character on a woman she had seen delivering a PTA literature lecture in a confused manner. The character she created was so popular that she eventually adopted the character name as her professional name and appeared in many radio shows and movies. She also provided the voice of the Scullery Maid in The Sword in the Stone and Goliath II’s mother in the Woolie Reitherman directed Disney short about the midget elephant.

During the early audience ARI (Audience Research Institute) screenings done at the Disney Studio, Walt decided that the rescue of Prince Phillip by the fairies was not sufficiently clear. Originally, the fairies merely discovered the Prince’s cap in the cottage, presumed Maleficent had abducted him and took off for her lair.

Walt commented:“I think the fairies are getting over. They give us the added value we were looking for” but that the rescue was too cut and dried and “maybe we could put some lines in there. I think we can improve the scene by stretching it out a little. It will not only make the story point clearer, but put over some personality. We can get some thought process into the fairies and make them more sympathetic by taking on something that is beyond their powers—fighting Maleficent,” said Walt who supplied the lines of dialogue, which were then recorded by the actresses playing the three fairies.

Johnston animated the complex sequence. He played the recording of the dialogue but felt the quick sentences sounded too pat, so he stretched out the intervals between the speeches to allow for some gestures and thinking processes. He broke down the sequence into five shots and here are his notes:

1. All three. They pick up the cap and gasp;” Maleficent!” They look at each other in horror.
2. Merryweather. In childish excitement, she blurts, “She’s got Prince Phillip!”
3. Flora. She turns away from Merryweather and says, “At Forbidden Mountain!” She stares into space, reflecting as she does.
4. Flora and Fauna. Flora is still staring. Fauna thrusts out her hands, crying, “But we can’t go there!” Flora’s head drops as she ponders, tapping her chin.
5. Flora. She comes out of it with the resolve: “But we can! We must!" She turns and stares at the camera.

That sequence ran about 30 feet or roughly 20 seconds of running time on the screen. Since the action was reasonably simple, Johnston managed to finish it in three weeks. He produced 160 drawings and told author Bob Thomas that he “threw away a few-hundred more”. Still about every third drawing that appears in that sequence is the work of Johnston.

With the rush to promote Disney fairies, it is a shame that Flora, Fauna and Merryweather seem to be forgotten (not to mention the Fairy Godmother in Cinderella) but the richness of their characters still enchants new generations of audiences with their magic and good humor.