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Segments


Incorporating 3-D computer animation with traditional cel methods, Fantasia 2000's six new segments will be intercut with or replace the original segments combining Leopold Stokowski and the Philadelphia Orchestra with balletic elephants, swirling ghouls and Mickey and maniacal brooms.

The music will be supplied by the Chicago Symphony Orchestra (Disney and the Philadelphia players had a falling out over royalties from the original), conducted by James Levine of Metropolitan Opera.

"It is our intention to make a new version of 'Fantasia' every year. Its pattern is very flexible and fun to work with - not really a concert, not a vaudeville or a revue, but a grand mixture of comedy, fantasy, ballet, drama, impressionism, color, sound and epic fury."

Walt Disney, 1941

"It is our intention to make a new version of 'Fantasia' every year. Its pattern is very flexible and fun to work with - not really a concert, not a vaudeville or a revue, but a grand mixture of comedy, fantasy, ballet, drama, impressionism, color, sound and epic fury." Walt Disney, 1941 Walt Disney's dream of creating a "concert film" with a perpetually changing musical repertoire is at last realized with the debut of the animated extravaganza, "Fantasia/2000." The film introduces seven spectacular new animated sequences set to the music of the masters and spotlights the return of "The Sorcerer's Apprentice," a milestone piece of animation which was the genesis of the 1940 feature. Created over a nine-year period and utilizing the talents of a new generation of top animation talents, "Fantasia/2000" takes viewers on a journey into the imagination using incredible animated imagery, exquisite classical music and state-of-the-art technology. The project was initiated and spearheaded by Roy Edward Disney, vice chairman of The Walt Disney Company and head of animation. He also served as executive producer for the project. "Fantasia/2000" arrives in time for the start of a new century and offers a series of stories and images emphasizing hope, optimism and new beginnings

The 1940 release of "Fantasia" represented perhaps Walt Disney's boldest experiment and culminated his desire to blend animation with classical music. What had begun as a vehicle to bring new popularity to Mickey Mouse's career (with a short called "The Sorcerer's Apprentice") blossomed into a full-blown feature that remains unique in the annals of animation. Walt had great ambitions for "Fantasia." He envisioned making a new version of "Fantasia" every year. He observed, "'Fantasia' is timeless. It may run 10, 20 or 30 years. It may run after I am gone. 'Fantasia' is an idea in itself." A series of financial difficulties ultimately curtailed Disney's plans for the film and, in time, his interests shifted to other projects.

"Fantasia/2000" continues and builds upon Walt Disney's original idea with the creation of a new musical program interpreted by a group of distinguished Disney artists and storytellers. Adding to the fun and entertainment, celebrity hosts from the various arts appear on screen to introduce each of the segments. Included in that prestigious group are Steve Martin, Itzhak Perlman, Bette Midler, Quincy Jones, James Earl Jones, Penn & Teller and Angela Lansbury. Maestros Leopold Stokowski and James Levine also make appearances.

Veteran Disney animator Hendel Butoy (who co-directed "The Rescuers Down Under") came on board as supervising director for "Fantasia/2000" and personally directed two of the film's new segments as well. Donald W. Ernst, a veteran editor and co-producer of the 1992 Disney blockbuster, "Aladdin," took on the assignment of producer. Don Hahn, one of the Studio's most successful producers ("Beauty and the Beast," "The Lion King," "The Hunchback of Notre Dame") was enlisted to direct the film's live-action introductions. Supervising the direction of the film's other animated segments are Eric Goldberg, Pixote Hunt, Francis Glebas and Gaëtan & Paul Brizzi. David Bossert served as artistic coordinator and visual effects supervisor for the film's seven new animated pieces.

One of the key elements in making "Fantasia/2000" a reality was the involvement of a major musical talent as an active collaborator. Renowned maestro Leopold Stokowski had joined forces with Walt Disney to help create the 1940 classic. For this latest project, the filmmakers turned to acclaimed conductor James Levine, whose 28-year association with the Metropolitan Opera has earned him a special place in the musical world. Among the many highlights of Levine's career was a 20-year stint as music director at the Ravinia Festival where he led the Chicago Symphony Orchestra. Based on that long-time connection, that orchestra was selected to record the new musical selections for "Fantasia/2000." Five sessions took place over several years at Chicago's historic Medinah Temple, where state-of-the-art digital recordings were made to capture the acoustics of an authentic concert hall. The first session took place in 1993. As many as 110 musicians took part in each of those sessions. Peter Gelb served as executive music producer. Jay David Saks was the audio producer.

For the "Rhapsody in Blue" segment, acclaimed film composer Bruce Broughton conducted a group of top Studio musicians at a recording session in Los Angeles. Ralph Grierson was brought in to provide the complex and highly regarded piano solo. The score for "The Sorcerer's Apprentice," which has been digitally restored for "Fantasia/2000," features the original music conducted by Stokowski.

Levine, who had been influenced by "Fantasia" as a young boy, was eager to be a part of this latest Disney project. "I could hardly wait to say yes," he recalls. "I was so thrilled that they thought of me and asked me to do it. It's been great fun to watch the animation come to life because, of course, I had to understand the animation concept before we recorded the music. I was happy that they trusted what I was doing and it was very easy to trust what they were doing. I could see right away what a large group of incredibly talented people this work takes."

"James had very strong feelings about the integrity of the music and made that the first of the building blocks," notes Roy Disney. "He was well aware of what our stories were going to be but he had a tremendous belief that if he did the music right, we not only could but would be able to animate to it."

The notion of creating new segments for "Fantasia" had been in Roy Disney's mind ever since he was 12 and his father (Walt's brother and Studio co-founder, Roy O. Disney) had told him about Walt's interest in adding a "Flight of the Bumble Bee" sequence where the sound would fly around the theater with the title character. Years later, in the mid-80s, Disney gained the support of Company chairman Michael Eisner when he told him that "Fantasia" was his favorite film and explained Walt's original concept for the film. The incredibly successful home video release of "Fantasia" in 1991 attested to the film's enduring popularity and gave him the impetus he needed to pursue his dream.

Selecting the musical program for "Fantasia/2000" required a great deal of thought and consideration. Disney observes, "It had to be descriptive music. It had to be something that had the sense of a story progression, somehow or another, and it had to be just appealing to us as music. We had a lot of fun picking the music." In making their choices for the musical program, the filmmakers listened to hundreds of pieces of music, including many that were suggested for the original 1940 production.

Like its pioneering predecessor, this continuation of "Fantasia" embraces all the latest technological tools and innovations to tell its stories and create breathtaking imagery. Each of the new segments uses a style or combination of approaches that is right for that particular story. For example, the animated whale characters in "Pines of Rome" were created with the help of computer generated imagery. The ballerina in "The Steadfast Tin Soldier" (set to the music of Shostakovich's Piano Concerto #2) required the design of a new computer program that would allow the hair and costume to move in response to the animator's efforts. A special particle system was implemented for the first time in "The Firebird" sequence to allow some spectacular movement and effects. Those sequences are in contrast to the "Rhapsody in Blue" number, which is an elemental kind of animation using stylized drawings on a flat plane; the rich classic 1940s style animation of Donald Duck in "Pomp and Circumstance"; and the "painterly" pastel look and traditional styling of "Beethoven's Fifth."

"Fantasia" made motion picture history in 1940 when it became the first film to be recorded and released in stereophonic sound. The process was called "Fantasound" and the film traveled from city to city in special roadshow engagements. For the New York premiere, 36 speakers were installed behind the screen, with 54 others placed throughout the orchestra and balcony at a cost of $85,000. The release of "Fantasia/2000" is similarly making motion picture history. With its exclusive debut at IMAXŽ theaters on January 1, 2000, it has the distinction of being the first theatrical feature-length film ever released in this giant-screen, large format process.

Preceding the simultaneous worldwide release in IMAX, "Fantasia/2000" had its world premiere at New York's famed Carnegie Hall on December 17, 1999, where the film was shown with live accompaniment by the 120 piece Philharmonia Orchestra. This was followed by similar live performances in London, Paris and Tokyo. The film also provided the centerpiece for the "Fantasia/2000 Millennium Eve Gala," held at the Pasadena Civic Center on December 31st.

According to Roy Disney, "One of the things I've always felt 'Fantasia' accomplished was to move animation into a realm where it was accepted as an art form in a way that probably never could have happened without it. And I think every animator that's ever lived since then has in some way been influenced by it, sometimes in rebellious ways. It's a great idea when you think about it. Putting this really beautiful visual experience along with a really beautiful musical experience. It goes beyond either thing to become something unique.

"In its heart of hearts, 'Fantasia' is a very personal kind of movie," he adds. "It's a movie that is intended to touch each viewer in a very personal way. It's a bunch of stories that are grouped together in a way that leads you from one place to another by way of the little side trips. And some of them are funny and some are emotional, some are dramatic but they all have emotional content that adds up to more than the sum of their parts. You can do things in a short piece that you probably wouldn't do in a feature-length film. And you can experiment with the medium in a way that you can't in a feature. It's good for the art and the artist.

"In many ways, it started as a gift to the artist. It was a gift to the people who had the urge to create something like this. And what we did was to dole it out to a lot of very, very talented people who were very much in love with every frame of what they did. These are all very personal pieces. Each one by itself has something interesting and informative to offer."

Thomas Schumacher, president of Walt Disney Feature Animation, notes, "Roy is the Godfather of animation; the patron saint. He is the one who fought to make sure animation stayed alive at Disney. He fought for all of the technical advances that animation has made over the past 15 years. Roy was really a driving force behind that and has been a constant source of ideas for what we should do and where we should be pushing the art form. 'Fantasia/2000' is very personal to him. It is a project that touches him very deeply and he has put his soul into making it. It involves stories that touch him and artists that he strongly believes in. When you see this movie, you are seeing something that grew out of his passion. Without Roy Disney, there would be no 'Fantasia/2000.' This is his baby."

"When you buy a ticket to 'Fantasia/2000,' you're buying a ticket for a journey into the whole range of animation - character animation, experimental animation, fantasy animation, realistic animation. It's a spiritual journey that captures the personal vision of some amazingly talented animators. It's also an opportunity to be reminded that animation is pure artistry. Audiences can come in and see the art of animation explored in a wide range. It's truly extraordinary."

Peter Schneider, president of The Walt Disney Studios, adds, "'Fantasia' revolutionized what classical music was to people. It certainly captured their hearts and attention and demystified what classical music was. As we enter the 21st Century, I think 'Fantasia/2000' will once again bring classical music to audiences that are not used to listening to it."

"When Roy Disney decided to carry on Walt's legacy, I think it really brought the whole Studio full circle," says Schneider. "It was an opportunity for him to bring together everything he had dealt with throughout his career - the nature films, the animation, the legacy of telling stories in a new way by combining artistry and new technology. Roy has been the champion of this film from day one and he's been the champion of animation for the last 15 years. Our goal at Disney has been to make the audience laugh and cry and feel something about the images they see. And I believe 'Fantasia/2000' will move you because of the images on the screen. The synthesis of music and image and color will bring together an emotion inside your heart and your soul and your mind. If we can make you feel all those things, then we've been successful."

Peter Gelb, the film's executive music producer and president of Sony Classical, observes, "The 1940 'Fantasia' was a film that I grew up with and it's the single most significant piece of electronically recorded classical music in history, in terms of countless millions of people whose lives have been impacted by it. The chance of working on a continuation is something that I don't think anybody in the classical music world would ever want to pass up. This film will reach a huge new audience for classical music and that's what makes it so important. That's an invaluable gift that Disney gives to audiences because it enables them to be exposed to classical music, perhaps for the first time, in a way that will draw them into this world and get them excited about it. A piece like the 'Firebird Suite' can be intimidating to a new audience but by taking the essence and distilling it down to its main themes, it becomes an introductory course in classical music to a general audience. I imagine many will become interested and open to it through this exposure."

Maestro James Levine sums it up in this way: "Walt Disney is quoted as saying, "'Fantasia' is timeless; it is an idea in itself. I can never build another. I can improve. I can elaborate, but that's all.' I truly believe we've achieved Walt's vision by elaborating and expanding upon his original masterpiece. 'Fantasia/2000' is a tribute not only to the music it presents but to the brilliance of Disney's staff of artists and animators. It takes Walt Disney's masterpiece to the next level of excellence."

He adds, "Seeing the finished animation turned me into a kid again. It was utterly irresistible and I was hypnotized and enthralled immediately just like I had been when I'd seen the original. The whole experience has been incredibly joyous from beginning to end because of the tremendous number of talented people involved in making it - the animators and all the musicians who played and sang. I will be surprised if the viewer doesn't feel some of that energy that the people who made the film tried to give it."

WALT DISNEY'S BOLD EXPERIMENT IN SIGHT AND SOUND: THE CREATION OF "FANTASIA"

    Just one year after Mickey Mouse made his screen debut in the first talking cartoon ("Steamboat Willie"), Walt Disney began experimenting with combining music and animation with the 1929 release of "The Skeleton Dance." The latter was the first in a series called "Silly Symphonies." Over the next ten years, he would make 75 "Silly Symphonies" and use them as a proving ground for the features that were to come. According to Disney, "Music has always played an important part since sound came into the cartoon."

    In May 1937, as production on "Snow White and the Seven Dwarfs" was drawing to a close, Walt Disney made his first inquiries into the possibility of purchasing the rights to Paul Dukas' "The Sorcerer's Apprentice" for use in an animated cartoon. Two months later an agreement was signed. With the rights purchased, Disney began considering the use of a well-known conductor to add some prestige to the project. A chance meeting with the renowned maestro, Leopold Stokowski, at a Los Angeles restaurant helped to get the ball rolling. When Walt told "Stokie" of his plans for "The Sorcerer's Apprentice," the famed conductor sparked to the idea and agreed to collaborate.

    Back at the Studio, Disney enlisted his story team to start visualizing the musical piece as a tour-de-force for their top star, Mickey Mouse. He instructed them to "avoid slapstick gags in the ordinary sense; work instead toward fantasy and business with an imaginative touch, especially during the dream sequence. Our picture is designed to intrigue the audience, thrill them, entertain them, but not in the belly laugh manner." No detail escaped Walt's attention. Minutes from the story meetings showed his fascination with every aspect of Mickey's demeanor and the dramatic possibilities of controlling the water and using the ax to stop the broom.

    Stokowski arrived in Los Angeles in January 1938 bringing the orchestral score and all parts of the Dukas music. He went to the Disney Studio on Hyperion Avenue to work with the storymen and technical people. The Selznick Studio was chosen for the recording, with resident Disney technical wizard Bill Garity in charge of the sound. The session with Stokowski and a full orchestra of handpicked musicians began recording at midnight on January 9th and extended into the early morning hours on the 10th. Stokie's reputation for being a perfectionist was matched by Garity's determination to get the best sound possible. The combination proved a potent one. Later that month, live-action photography of the orchestra was shot on the sound stage at the Disney Studio.

    Under the direction of James Algar, animation began in January. Disney's enthusiasm for the project continued to grow, as did the costs of the production. The short eventually pushed towards a budget of $125,000, which was approximately three or four times the cost of the average "Silly Symphony" from that period. Walt's brother Roy, the financial overseer of the Studio, was concerned that the short would never make its money back. Producer Ben Sharpsteen recalled, "Walt saw this trouble in the form of an opportunity. Quality came first in his opinion; box office will follow quality. This was the birth of a new concept, a group of separate numbers - regardless of their running time - put together in a single presentation. Instead of calling it a vaudeville show, it turned out to be a concert - something novel and of high quality."

    As early as February 1938, the first suggestions for making a "Concert Feature" (the working title for "Fantasia") had been made. Stokowski was all in favor of the idea and he returned to the Studio in September of that year to act as musical advisor. Disney, Stokowski, musical advisor Deems Taylor, story supervisors Joe Grant and Dick Huemer, and various department heads got together for a three-week conference at which hundreds of recordings were played and the concert feature program was picked. The maestro called the project a "fantasia," which is a musical term for a composition in a fanciful or irregular form or style. It became the new working title for the film and stuck. By late September, a recording date was set for April 1939 in Philadelphia. In early 1940, the live-action introductions with Stokowski, Taylor and the orchestra were shot at the new Disney Studio in Burbank.

    In addition to his pioneering efforts on the artistic side, Disney pushed for new breakthroughs on the technical side as well. He wanted to experiment with new projection and sound techniques. At one point he envisioned projecting broom shadows marching down the sides of the theater when Mickey's magic gets out of control. He also talked of a new wide screen format to capture the spectacle of the film and even flirted with the notion of wafting perfume into the theater during a musical prelude. In the end, he placed most of his emphasis on creating a revolutionary new sound system that would surround the audience and approximate a concert-going experience. Bill Garity ultimately invented an early stereophonic sound system called "Fantasound," which was used on all of the initial road show presentations.

    Production on "Fantasia" continued practically up until the day of release. The camera work on the "Ave Maria" sequence was not finished until two days before the film's New York premiere, making for some very anxious moments. Walt's insistence on perfection drove the film's final budget up to a cost of $2,280,000.

    The completed "Fantasia" premiered on November 13, 1940 at the Broadway Theater in New York and ran there for a year. Although some critics found fault with the effort, the majority praised "Fantasia" as the landmark film that it was. Time Magazine featured the film on its cover and devoted coverage in both its cinema and music sections.

    A number of factors conspired to make the initial release of "Fantasia" a financial disaster. The cost of the "Fantasound" installations, the loss of revenues from the European markets due to the raging war, and the results of a divisive strike at the Studio helped to alter the course of the Studio's history. Although many additional ideas for future "Fantasia" sequences were developed, nothing came of them. Several of the pieces used in "Fantasia/2000," including "Rhapsody in Blue," "Carnival of the Animals" and "The Firebird," were candidates for the continuation back in the early 1940s. Igor Stravinsky sold Disney an option to his "Firebird" music 16 days after a private screening of "Fantasia's" 'Rite of Spring.'

    Walt never lived to see his dream realized but the film eventually turned a profit during its 1956 reissue when "Fantasound" was replaced with a magnetic four-track stereo soundtrack. By 1969, a new generation of moviegoers was discovering "Fantasia" and the film became more popular than ever. In 1977, the film's soundtrack was re-recorded digitally (another first) under the direction of OscarŽ-winning conductor Irwin Kostal. Twelve years later, the film's negative and the original Stokowski soundtrack were extensively restored using the latest digital technology to remove imperfections, on the occasion of its 50th anniversary. New advances in film and sound restoration have made it possible for the returning sequence in "Fantasia/2000" to look and sound better than ever.

ROY EDWARD DISNEY AND THE CONTINUATION OF A CLASSIC

    "Fantasia" had always been Roy E. Disney's favorite Disney film, from the time his uncle had shown him some early pencil test animation. "I have always thought of 'Fantasia' as being like a wondrous sampler," observes Disney. "This one's a cherry cream and that one's a chocolate covered nut. I've always really loved the idea of variety. I can clearly remember my Dad coming home not long after 'Fantasia' first came out and telling me that the next piece Walt wanted to do was the 'Flight of the Bumble Bee' because he wanted to fly the bee all the way around the room in stereo. I couldn't wait to see it. Walt's notion of this film as a continuing work in progress always stuck with me. I kept thinking one of these days we ought to do it.

    "I'd never thought of it as a real possibility, but why not be free to dream about it," he adds. "I even had two or three pieces of music that I thought would be wonderful. One of them was 'Pines of Rome.'"

    Disney's musings became more plausible in 1991 after the video release of "Fantasia" became one of the top sellers of all time. He recalls, "It seemed like an ideal time to revisit the subject of a possible continuation with Michael Eisner and I asked him if I could fool around with the thing and take a look at what it might be."

    In its earliest form, the project was called "Fantasia Continued" and the plan was to keep half of the content from the 1940 release and have the other half consist of new pieces. As the development progressed and the ideas started to flow, it became clear that that formula needed to be adjusted. Suggestions for music came from everywhere. Animators were invited to present ideas for their personal favorites at the regularly scheduled "gong show" meetings with Roy Disney, Thomas Schumacher and other key members of the Feature Animation creative team.

    "Once we got the go ahead to explore, the first thing I did was to go back and reflect on what the original one was and how it worked," recalls Disney. "It wasn't just a collection of short subjects but rather it was an entity unto itself. It took you on a journey with a beginning, a middle and an ending in the emotional and intellectual sense. I knew I wanted the beginning of 'Fantasia/2000" to be an abstract piece that would lead you into the bigger notion that music and picture work together to create a unique experience. The ending had to replicate that very deep sense of birth and resurrection that ended the 1940 'Fantasia.' So we really started looking for those two pieces of music first. There's a whole progression that's got to take you on this journey in between and we wanted some humor, some emotion and some fantasy. We began listening to pieces of music that had those elements."

    Disney began to put together a team to help make his dream a reality. He found a willing collaborator in Hendel Butoy, a 20-year Studio veteran who had just finished directing "The Rescuers Down Under." Butoy had heard rumors that a continuation of "Fantasia" was being considered. He told Thomas Schumacher that he would love to be involved in such a project. About three months later, in January 1991, he was startled to get a call from Roy Disney.

    "I just love the idea of putting a story to classical music," notes Butoy. "When I was animating, I'd always listen to the music and let it inspire me. Classical music has always been my favorite. Roy sent me six or seven pieces of music to listen to and the whole project just grew from there. 'Pines of Rome' stood out for me from all the rest. It's the one that just transported me to a place where I could let my imagination run wild."

    With his impressive background in editing and production, Don Ernst was an obvious choice to produce "Fantasia/2000." He joined the feature in February 1993, following a stint as executive producer of Disney's live-action remake of "The Incredible Journey."

    Ernst recalls, "I remember my grandmother taking me to see 'Fantasia' in Westwood when I was six years old. I was tremendously impressed at the time and it's been one of my favorites ever since. I have always loved classical music and my father was a music editor who spent his career working at 20th Century Fox and MGM. After meeting with Roy, I couldn't wait to get involved with 'Fantasia/2000.' My background as an editor gave me a tremendous advantage in being able to fit the stories to the music and piecing together parts of the puzzle."

    "Working with Roy has been a joy and a great learning experience," adds Ernst. "He's a very creative collaborator who is intelligent, very understanding and always listens to what you have to say."

    Disney observes, "Animation has always been about drawing a frame at a time and exposing those frames to the camera. It's gotten more sophisticated because we can now let the computer fiddle with those things. But the beauty of animation for me, and the thing that makes this all very universal and brings it all together, is that it's still the mind and the hand and the paper and the vision. And it's art. No matter how you define it and what the technological process is you're going through, that's what separates it from every other medium I know.

    He sums up his role on "Fantasia/2000" in this way: "Walt used to say that he was the bee that went around pollinating the various talents at the Studio. I guess that's the part I'm playing with this film. I thank Michael Eisner for trusting me. I really am enormously happy with the film. I think it's really going to blow people away.

JAMES LEVINE: A MAESTRO FOR A NEW MILLENNIUM

    The selection of a maestro to guide the musical elements of "Fantasia/2000" was critical to the project. The film required a musical stylist who could leave his mark on the music just as Leopold Stokowski did with the original recordings in the late 1930s.

    According to Studio president Peter Schneider, "Clearly Stokowski was so important to Walt and their collaboration was so important to the film. We knew we had to find someone of equal stature, who was also collaborative and flexible about the use of classical music in the film format. And there's only one man in America who fit that bill - James Levine. He has demonstrated with his work in opera and in classical music that he is a man with great vision, great flexibility and great passion. That's what we were looking for when we picked James."

    In November 1992, Roy Disney, Thomas Schumacher and Hendel Butoy flew to Vienna to meet with Levine. They showed him storyboards and presentation reels of the proposed sequences.

    Disney recalls, "When we met with James for the first time, I had one question that I was going to ask, which was, 'What do you think of a three-minute version of Beethoven's Fifth?" I was imagining that certain people would look down their nose and say, 'Please leave my office.' James was such a delightful person. When I asked my question, it sort of stopped him and he looked at the ceiling for a second, then looked back and said, 'You know, if its the right three minutes it wouldn't be a problem.' He meant that if it musically accomplished the same thing that the fuller version does then it would be okay. I thought to myself, we've found our conductor."

    Butoy notes, "James was great in the sense that he seemed to get everything immediately. We didn't have to explain the whole process of animation to him. We would just show him our story reels and tell him the concept. He would watch like a kid and be awestruck at the story sketches. He was very accommodating to the needs of the filmmakers and the artists. Aside from that, he was always enthusiastic and excited. It was always the highlight of the film to be at one of his recording sessions."

    Levine explains, "It was really fun to hear the animator or director describe the story concept because it goes into my nerves and my thoughts when I record the piece. This is something very different from the composite of elements that goes into the work I do on a daily basis. One of the things that is most profoundly fascinating about 'Fantasia' is that here we have animators and visual artists stimulated by the sounds of a piece of music. These are not the only way to see these things but their interpretation stimulates each viewer's imagination. The kinds of animation in this film go all the way from telling a specific story like 'The Steadfast Tin Soldier' to the images that go with the first movement of Beethoven's Fifth. The message here is that the possibilities are infinite and the audience should get tremendous pleasure from a complete involvement in this. My head swims when I think of the hundreds of pieces of music one could treat in this way. The stimulus for any individual to listen to music fully engaged with their imagination working is really what this is all about."

    "I compare the film's visual interpretation of music to what George Ballanchine did when he choreographed ballet music," Levine adds. "It was a phenomenal breakthrough because it set choreography to lots of music that hadn't been intended for dancers. Now there's a great many of those works that we can hardly think of without thinking of the choreography. It's also rather like poets who write poems that are subsequently set to music. And when they are really successful you can't think of the poem anymore without the music. The brilliance of 'Fantasia' is very much in that realm. Animation artists have free associative imagination in relation to these pieces of music and I think we've continued that in a very extraordinary way in the new works that have been done for 'Fantasia/2000.'

    "We recorded the music in Chicago with the Chicago Symphony at the Medinah Temple because this is an especially wonderful recording venue," says Levine. "It's one of those rooms which the microphone just loves. The microphone interacts with it in a way that the human ear does in a great concert hall. I've made many recordings there and the sound is especially faithful. The orchestra spans several generations that had grown up with 'Fantasia' and they were as committed to the recording for a continuation of 'Fantasia' as I was. Everybody's concentration and imagination was focused in the same direction.

    "Working with Roy Disney was sensational. He had such enthusiasm and warmth and he really wanted this project to happen. He believed in it all along. And waited a long time for the moment when it could be done. He was a joy to work with."

    Levine concludes, "'Fantasia' made a big impression on me when I was a child. I loved all the music and was a fan of Stokowski. I'm just thrilled to be a part of 'Fantasia/2000' because I think a whole new generation of viewers are likely to get excited about this music the way I did when I saw the original."

THE INTERSTITIALS: MUSICAL BRIDGES

    With eight different segments comprising the film, "Fantasia/2000" required a unifying element that would bring it all together as one cohesive entertainment extravaganza. Many concepts were explored during the course of production. Veteran Disney producer Don Hahn ("Beauty and the Beast," "The Lion King," "The Hunchback of Notre Dame") took on the challenge of conceptualizing and directing this important element of the film. Pixote Hunt created the look and design of the sets in his role as art director. Irene Mecchi, the talented screenwriter whose credits include "The Lion King" (both the screen and stage versions), "The Hunchback of Notre Dame" and "Hercules," wrote the introductions in collaboration with Hahn and David Reynolds.

    "It's really like being entrusted with the Studio's crown jewels," says Hahn. "I pinch myself sometimes when I stop and think about it. It's really about combining the art of the animator and the art of the musician. The magnificent music of James Levine and the Chicago Symphony and the wonderful artistry of the directors, the animators, the painters and the craftsmen all come together and you're just swept away in the color and motion and sound. I think that's the wonder of 'Fantasia.'

    "And to be on the set with Roy Disney and hear him talk about his uncle and his dad and how much 'Fantasia' meant to them is truly amazing,' adds Hahn. "It was really special to see Roy pick up the baton and run with it to rekindle that spirit that they must have had back in the forties.

    "Creating the interstitials was an opportunity to come up with some solutions for introducing the pieces that wouldn't take away from the pieces themselves," he observes. "It's all about the animation. It's all about the segments. And you really just want to create a bridge to support that and frame the sequence for the audience. We tried to get a band of eclectic performers from the arts and create an imaginative setting that would support the sequence."

    Pixote Hunt recalls, "Don Hahn basically came up with the concept of setting up the orchestra pit in the middle of nowhere; probably in the middle of your imagination. He had the idea of these sails coming in and out of the set. I figured if we're going to set these sails up in your imagination, they should be translucent and transparent so we could see the edges. We wanted to give an homage to the 1940 'Fantasia' so we still have the shadows and the sails behind us. We still have color in the shadows, but we've given it all a year 2000 look.

    "We tried to make everything on the set seem alive. The sails have the ability to move - they shrink and grow, they spin, turn and fly. Even the little lights that you see on the light stands are alive. They zip in and light up the lights. They have personalities. This has been one of the most exciting projects I have ever been on in my life. I would never have dreamed that I would be a part of 'Fantasia.' It's a dream come true for all of us. I have seen 'Fantasia' more than any other film in my life."

THE MUSICAL PROGRAM:

    "SYMPHONY NO. 5"
    Composer: Ludwig van Beethoven
    Director: Pixote Hunt
    Art Director: Pixote Hunt

FOUR FAMOUS CHORDS & AN ABSTRACT ADVENTURE

    Da Da Da-Daaa! Those famous four notes herald the beginning of Beethoven's famous Fifth Symphony. During the Second World War, it was used to signify "V" for victory because of its resemblance to the Morse code signal for V. Others have interpreted it to mean fate knocking.

    "We picked Beethoven's Fifth Symphony to be our first number because we wanted the audience to have a sense of instant familiarity," notes Roy Disney. "The opening notes are probably the most famous four notes in music and I think everybody in the Western World knows them. We also liked the fact that it was a deep piece of music that lent itself to the abstract, handmade looking short piece we wanted to open the film with. We were searching for a rhythm of color and motion to tell our story of good versus evil. The music is really very emotional and stirring. We developed and gave serious consideration to several different stories and stylistic approaches before settling on the final one. Pixote has done a stunning job taking the audience into a pastel colored world of shape and form filled with clouds and waterfalls."

    Pixote Hunt spent two years creating the story and imagery that accompany this three-minute musical selection in his role as director and art director. He recalls, "Roy and Don Ernst asked me if I would consider coming up with some new ideas for the visuals to Beethoven's Fifth Symphony. I don't think any artist really believes it when someone says, 'go dream and come back with something.' Usually they say, 'go dream, but come back with my vision.' This was a rare opportunity.

    "When I listened to the music, it sounded like a great controversy was going on between good and evil," adds the director. "It was pretty clear to me that a battle was going on. There was a little bit of melody and a lot of power. I came up with these triangular shapes to represent the two sides. The good shapes would move like butterflies; the bad ones would move more like bats. I didn't want to be too literal. It's more fun to let that reveal itself. The music and the tempo are so fast, you don't really have a lot of time to study things. You get hit with all this passion and when its over you take a breath. The good shapes are multicolored and attracted to the light. The bad shapes, represented in dark colors, want to attack them and stop them from reaching the light."

    Hunt adds, "Roy wanted this to be a moving pastel. And pastel is a medium you just don't see very often in animation. It's basically dried pigment sitting on the surface of the paper. If you touch it, sneeze on it, lay anything on top of it, it's gone. We knew that once each background was shot, it would basically be destroyed because of the glass plate that goes down to hold it in place. If there was a retake you had to start all over. We found a way to put some paint down first and then put the pastel down on top of that. By mixing the media we were able to get more saturation of color and make things very bright and vibrant. We worked closely with Ann Tucker in our CAPS department to get it to work.

    "Music is one of my loves," says the director. "I've been going to school at night to study composition so it was great being able to have music in front of me and just mark the phrases where the color of the music would change.

    "My favorite Disney movie has always been 'Fantasia' and ironically the abstract segment, the 'Toccata and Fugue' is my favorite segment."

    In bringing this segment to life, Hunt and his team used conventional animation techniques for scenes that called for personality. The big flocking scenes involved the latest computer graphics technology.

MUSICAL BACKGROUND

    Beethoven's Symphony No. 5 premiered in Vienna in December 1808 on the same night as the composer's Symphony No. 6 and Piano Concerto No. 4. It was an instant success with the critics and audience. They responded to the storytelling nature of the music and its dramatic impact. The ominous opening C minor motif transforming into the C major fanfare of the finale appealed to the new Romantic ideal of the age.

    Born in Bonn on December 16, 1770, Ludwig van Beethoven was only 11 years old when he became assistant court organist and 12 when he was named harpsichordist for the court orchestra and violinist for the theater orchestra. His father and grandfather were both musicians in the royal court as well. A great admirer of Bach, Beethoven patterned his works after the famous composer. His musical talent was recognized and nurtured at an early age, but his other education was neglected and as a result he never felt comfortable in "high society" after becoming famous.

    Moving to Vienna, Beethoven had no trouble getting hired for private parties and public performances. His independent spirit and toughness allowed him to become not only an acclaimed composer but also one of the first to survive self-employed and unbeholden to church.

    In his late 20s, Beethoven began to hear noises, which was a symptom of his ensuing deafness. By 1810, he found he could no longer perform as a pianist, and two years later, he was completely deaf. He did not let it prevent him from working and, in fact, his nine famous symphonies were written as his hearing was deteriorating. Among his idiosyncrasies, he would always pour ice water over his head before composing. He was also known to storm off stage during a performance if people talked while he played. Known for his sharp tongue, he once insulted an overweight violist by writing a song entitled, "Praise to the Fat One."

    Beethoven died in 1823. The story is told that as he lay dying, a friend reported that the performance of his last quartet had not pleased the audience. Beethoven answered simply, "It will."

      "PINES OF ROME"
      Composer: Ottorino Respighi
      Director: Hendel Butoy
      Art Directors: Dean Gordon, William Perkins

    A WHALE OF A TALE

      As visualized by the "Fantasia/2000" creative team, "Pines of Rome" has nothing to do with either Rome or Pines. Instead, stunning three-dimensional computer animation is used to bring life to a herd of whales that miraculously take flight when a supernova explodes above their iceberg-laden habitat.

      Sequence director Hendel Butoy remembers his impressions of "Pines of Rome" in this way: "It starts off with a burst like an explosion and I had this image of immediately taking off. I pictured something having to do with flight. As we began to look for a story to go with that concept of flying, one of our artists came up with a sketch based on the shapes that children see in the clouds. One of the shapes she drew was a cloud whale and when I saw that image it struck me as something I hadn't seen before. It was worth exploring as an idea to go along with flight and this music."

      From there, the ideas starting flowing freely. The sequence would involve a herd of humpback whales that magically and majestically take flight. An exploding aurora or supernova triggers the extraordinary event. Within this context, a young whale is separated from its family and a series of events add to the drama.

      "When you think about it, whales really do have a lighter than air quality to them," says Butoy. "They're like big blimps suspended in the sea and moving effortlessly around in the water. The idea of putting them in an environment that you've never seen them in before was appealing. The music has a structure to it. It's very lively and fun in the beginning and then it slows down a bit and gets more melancholy towards the middle. The ending has a triumphant march. The challenge for us was to figure out how to structure a story with these whales set to that piece of music.

      "If somebody else heard 'Pines of Rome,' they might have done something entirely different," he adds. "But I had the privilege of being the one asked 'What comes to your mind when you listen to this piece of music?' We were able to just imagine it and have our artistic vision become a reality on screen. That's what makes it so exciting."

      Whale experts were brought in to lecture the production team and discuss their locomotion and anatomy. Animation for the whales was done using the latest computer tools while the impressive underwater effects were done largely by hand. Susan Thayer and M. J. Turner were the CGI (computer generated imagery) leads responsible for overseeing the whale characters.

      David Bossert, visual effects supervisor for the film, explains, "The challenge was trying to blend traditional animation effects with computer generated whales that were realistic looking. We really had to bring the two together in order to make it believable for the audience. We resurrected some old techniques that were used on the 1940 'Fantasia' and were able to recreate them using new tools on the computer."

      Art director Dean Gordon observes, "We went for a very bright saturated palette. We didn't want the piece to be photorealistic. Even in a dark underwater setting, we had the liberty to light it any way we wanted to. We took our artistic cues from the music. In this case, it starts off very bright and sparkling so we do the same thing with our palette. But then there are some real mood changes within the piece. So we took the saturated color and dropped it to dark and neutral. The light and the saturation build back up as the music does. It's like visual poetry. There's a thread that runs through it and leaves the audience to interpret things on their own."

      "One of the first records I bought when I got my first hi-fi set back in the '50s was 'Pines of Rome,'" recalls Disney. "And I've been listening to it on and off ever since. This was a piece that was on our list from the very beginning for 'Fantasia/2000.'"

      According to James Levine, "'The Pines of Rome' was exciting to me because it was a really original idea. Clearly, the music was composed by a man who had a very strong specific idea. And here, this very same music suggested something completely different to the director and the animators. That to me, is the essence of 'Fantasia.' Music can and does have different meanings to individual listeners."

    MUSICAL BACKGROUND

      Composed in 1924, "Pines of Rome" is a tone poem that was inspired by memories and nostalgic thoughts of Roman landscapes. It is part of his acclaimed "Roman Trilogy" which also includes "The Fountains of Rome" and "Roman Festivals." Born in Bologna, Italy, Respighi began studying the violin when he was only eight. By the time he was twenty, he was also a brilliant viola player and an accomplished pianist. By 1900, he had composed his first major work. That same year, he went to Russia to perform in St. Petersburg. This was followed by a five-month study session with Russia's famed composer, Rimski Korsakov, who took great interest in the young man's work.

      Respighi based his music on church modes and plainchant. He is best known for his orchestral arrangements. His music has been described as romantic-impressionist because the melodies are extended and fully developed and the orchestral sound has the richness of an impressionist landscape. Some music experts have suggested that Respighi's music stimulates the imagination and makes the listener open to new experiences. Flying whales would certainly fit that description.

      "RHAPSODY IN BLUE"
      Composer: George Gershwin
      Director: Eric Goldberg
      Art Director: Susan McKinsey Goldberg
      Piano: Ralph Grierson

    CLASSIC AMERICAN STYLINGS: HIRSCHFELD MEETS GERSHWIN

      Director Eric Goldberg first paid homage to the style of legendary caricaturist Al Hirschfeld (still actively illustrating at age 96) when he designed and supervised the animation of the Genie in "Aladdin." Here - with Hirschfeld's blessing and approval - he takes his admiration to the next level as he creates a whole world designed in the artist's unmistakable linear style. Set in Manhattan during the Jazz Age, this whimsical tale follows several diverse characters as they weave in and out of each other's lives during the course of their daily routines.

      "Seven years ago, I first spoke to Al Hirschfeld about the possibility of doing 'Rhapsody in Blue' using his artistic style," recalls Goldberg. "He said if he had been fifty years younger, he would have been on a train the next day to work on the project. Instead he gave us his permission to adapt any of his existing work. I knew the idea of Gershwin plus Hirschfeld plus 1930s New York was a strong one. And I was thinking about it as a piece for 'Fantasia' because I heard that the continuation was moving forward. I initially conceived it as a tone poem with a roving camera but I also knew that it would have to be story oriented with characters you could follow.

      "Eventually, we came up with four main characters," continues the director. "There's Duke, a construction worker who dreams of being a jazz musician. There's John, who was modeled after journalist John Culhane (author of the Disney Editions book on the making of "Fantasia/2000," the physical inspiration for the character of Mr. Snoops in "The Rescuers" and a longtime observer of the Disney Studio), who dreams of having fun in life and not being stuffy like his wife, Margaret. Then we have Joe, who is perpetually out of work and desperately in search of a job. And finally, there's Rachel, who is patterned a bit after my own daughter. She's a little girl who basically gets dragged from lesson to lesson by an overzealous nanny. She's not good at any of the lessons and really just wants to spend time with her mom and dad who are too busy with their daily routines to be with her. All four of them have problems that need resolution.

      "Having lived in New York for many years I was fascinated by the idea that this city, perhaps more than any environment in the world, is accepting of so many different types of people from so many different types of backgrounds and walks of life. People coexist on this tiny island and manage to achieve their goals by helping one another without ever realizing that they're doing so just by the fact that they're living cheek to jowl in an urban environment. This is what fascinated me about 'Rhapsody in Blue' and got me interested in doing it in the first place. The music itself has slow passages, fast passages, humorous passages, repeats - things that you can capitalize upon in animation. You have to let the music drive the story."

      With Hirschfeld's approval, Goldberg began working on "Rhapsody" in 1998, after completing his directorial duties on "Carnival of the Animals." The piece was originally intended to be a stand-alone short subject, but Roy Disney and Don Ernst expressed interest in including it on the program for "Fantasia/2000." Goldberg proceeded to storyboard the entire 12-minute sequence and had the entire film ready to go when he received a final greenlight. An unexpected change in the production schedule at Feature Animation suddenly gave Goldberg the talent roster and resources he needed to make the project a reality. With all the advance preparation, the "Rhapsody" team was able to finish animation within a nine-month period.

      For the art direction of the sequence, Goldberg turned to his wife Susan (who also collaborated with him on "Carnival of the Animals"). Goldberg explains, "Susan took her cue largely from Hirschfeld's print work, primarily the things he had done in the 40s where he would use large blocks of color to define an area. She pushed that concept even a bit further. Emily Jiuliano, our co-head of clean-up, worked closely with Susan to 'keep the line' and make it communicate. Along with her clean-up partner Vera Lanpher-Pacheco, they miraculously managed to reproduce the thick and thin of Hirschfeld's line so that the final image on screen felt like his drawings. Our layout supervisor, Rasoul Azadani, also did a great job of expanding Hirschfeld's line cinematically to create a gorgeous landscape of 1930s New York."

      Susan adds, "My main job as art director was to achieve really harmonious color and use it to direct the story. Color has an emotional value and you can create a lot more emotion in a scene by adding or eliminating certain colors. I can create an atmosphere or a state of mind by using a particular palette. For 'Rhapsody,' we use a limited color palette from the 30s and 40s. Almost everything in the piece is a variation of blue ranging from monochromatic to rich shades of green, purple, turquoise and lavender. Skin tones are purple rather than flesh. Nothing is literal. Occasionally, a warm red or yellow is used to accent a particular color or mood."

      Although most of the characters in "Rhapsody" were designed specifically by Goldberg and his team for this production, one particular character is modeled almost exactly from the original Hirschfeld caricature. That character is George Gershwin, who has a cameo appearance at the piano. Goldberg himself animated the scene with the legendary songwriter.

      "I'm somewhat of a stickler for detail," confesses Goldberg. "So I insisted on having Gershwin playing the right keys when he's at the piano. We shot live-action footage of our soloist Ralph Grierson and I analyzed close-ups of his fingers. Our music breakdown expert Kent Holaday once again helped me figure out which fingers would be hitting which black or white keys on which notes and I animated it as kind of a two step process. First I would do the body movements as an overall pattern that would fit the tone of the music he was playing. Then I went back and animated the arms and fingers on a separate level to hit the right keys. It was a bit tricky keeping the fingers in the Hirschfeld style - curlicues and broken knuckles - and make it seem like they were hitting the keys."

      After completing animation on "Rhapsody in Blue," the Goldbergs, Roy Disney and Don Ernst traveled back to New York to show it to Hirschfeld in his New York apartment. Goldberg recalls, "I was Mr. Sweaty Palms. It was like showing your work to your hero. Fortunately, he thought it was great and that we had done such a great service to his work. He told us how pleased he was with how the line and the pose communicated. It was absolutely wonderful to show him and get his blessing. His wife, Louise, told us later that the following Monday was his 96th birthday and that seeing 'Rhapsody' was the best birthday present he could have received."

      Hirschfeld comments, "I think they've done a remarkable job. It's incredible, the communication of the line through animation and what those animators have done under the direction of Mr. Goldberg. It's fantastic really and the animation is a creative thing in itself. I'm confined to a static piece of paper, but in film it's a completely different creative process. I'm very pleased, flattered and impressed by what he's done with the lines. I don't know how he did it. It's mysterious, like all art. The collaboration existed from his understanding what my drawings were all about and he's translated them into animation that pleases me and I hope the audience to the same extent.

      "Walt Disney's original inception was the line and the movement of line to communicate to a viewer. 'Rhapsody in Blue' shows that it still works. I'm surprised every few seconds as another incident happens in the movie. It startles me and makes me realize how great animation is compared to the straight static line. I wrote the review of 'Fantasia' in The Times back in 1940 and I thought it was remarkable. I also knew George Gershwin when I was a teenager and he was a very young man. 'Rhapsody' is very descriptive music and Mr. Goldberg has captured it beautifully on film."

      Goldberg adds, "It was really a labor of love to do this piece. Hirschfeld's work is timeless and it spans an entire century. His style doesn't date and is evocative of so many different eras in which he worked. Al has a quote that became our motto during the production. He says when he doesn't have the time, he makes a fussy complex drawing but when he has the time, he makes a simple drawing. Basically that means, take it down to its simplest elements and it'll communicate."

      Hirschfeld had one other impact on the "Rhapsody in Blue" sequence for "Fantasia/2000." His trademark hidden "Nina" appears several times in the piece, including the top and bottom of Margaret's fur coat collar and a toothpaste tube.

      According to Roy Disney, "'Rhapsody in Blue' is simply one of the finest and best known pieces of American music ever written and has been a favorite with music-lovers for many generations. It conjures up a lot of visions and its hard to not see New York and subway trains when you're listening to it. Eric had actually begun making it as separate short subject. We all descended on him and told him we'd love to include it in 'Fantasia/2000.' It really gives the whole movie a different look that it wouldn't have had without it. It's different from everything else in 'Fantasia' yet it fits in at the same time. And I could actually say that about every single piece in the film."

      As far as his experience on "Fantasia/2000," Goldberg observes, "I think it is very important for audiences to be able to see what our generation of artists can do with music and animation. They're both such powerful forms of expression and when the two combine well, you can't beat it. I hope we've done our predecessor proud and that people enjoy the pieces as much as we've enjoyed making them.

    MUSICAL BACKGROUND

      The date was February 12, 1924. The setting was New York's Aeolian Hall. The program was Paul Whiteman's "An Experiment in Modern Music." As the evening grew late, the crowd began to get restless. Suddenly the mood changed dramatically as 25 year old George Gershwin sat down at the piano to play his "Rhapsody in Blue." The piece was an overnight sensation and helped to introduce jazz into the concert hall.

      Gershwin's famous composition almost never happened. Whiteman had invited Gershwin to write a piece for his Aeolian Hall program but the composer had been non committal. The bandleader decided to help things along by placing an item in the New York Times on January 3 announcing that Gershwin would be premiering a "jazz concerto" for the February event. Panicked into action and working quickly under deadline, Gershwin began writing four days later on his masterpiece. It was influenced by Liszt, blues music and the sound of a train trip Gershwin took to Boston. Within three weeks, he had completed a two-piano version of the "Rhapsody." Ferde Grofé did the orchestrations for Whiteman's band.

      Gershwin himself was the soloist that evening at the Aeolian Hall. He did this out of necessity because he had not completed the solo piano part and had to improvise on the spot. Before he could acknowledge the thunderous applause that greeted his performance, he had to run backstage to have his hands bandaged. He had pounced so hard on the piano that there was actually blood on the keys. Ironically, the concerto was never recorded with Gershwin at the piano. The composer called the piece a "musical kaleidoscope of America -- our vast melting pot."

      A high school dropout at age 15, Gershwin achieved enormous success as a songwriter by age 19, when he wrote the music for "Swanee." It became one of the first phonograph records ever made (recorded by Al Jolson) and it sold over two million copies. In 1931, the show "Of Thee I Sing," for which he wrote the music, became the first musical to ever win the Pulitzer Prize. Sadly, Gershwin died in 1937, shortly before his 39th birthday. "Rhapsody in Blue" remains one of the most frequently played orchestral works written by an American.

      "PIANO CONCERTO #2,
      ALLEGRO, OPUS 102"
      Composer: Dmitri Shostakovich
      Director: Hendel Butoy
      Art Director: Michael Humphries
      Piano: Yefim Bronfman

    A MUSICAL FAIRY TALE

      Combining the music of Shostakovich with a classic fairy tale by Hans Christian Andersen was a stroke of inspiration that happened quite by accident. The musical selection had long been a favorite of Roy Disney (and his wife, Patty) and he had sent it to Butoy to get his thoughts on the matter.

      "It was a concerto that Patty and I both liked and we used to play it quite a bit when our children were little," says Disney. "Our third daughter, Abigail, used to get up and hang on to the shelf that the speaker was sitting on and just bounce up and down to the music. There is a very rhythmic movement with a little snare drum motif to it that had kind of a march to it that she particularly liked. I thought that this would be a piece of music kids could clearly latch on to."

      Butoy recalls, "As I was listening to the music, I was looking at a newly published book of Hans Christian Andersen's classic fairy tale, The Steadfast Tin Soldier, which featured archival illustrations from the 1940s by a Disney artist. I started flipping through the book as the music played and thinking, 'that works, that works, boy this is going to end just right.' It was almost as if the music was composed for the scenes themselves instead of the other way around. I mentioned my discovery to Roy and Tom (Schumacher). From there we went to the Studio's Animation Research Library to pull the original sketches. We photographed the images of film and set it to the music. It worked so well. It was one of those once in a lifetime things where something just seems to click right from the start. The music and the story went together so well. Everyone was amazed."

      From an art direction standpoint, Butoy and art director Mike Humphries set out to give the piece an older feel in terms of color and mood. CGI would be used for the three main characters, but the look would support the richer, more traditional artistic vision for the piece. Steve Goldberg was responsible for overseeing the CG area and helped to create new tools for the artists. Animator Sergei Koushnerov played a key role in designing the characters during the pivotal visual development stage.

      "One of our aims was not to make the animation look computer generated but still give it a 3D quality," explains Butoy. "Among the big breakthroughs that Steve Goldberg and the technical team came up with was a 'follow-through' program. For example, the animator would create the performance for the ballerina and the computer would help to move the dress and hair in response to the character's actions."

      Humphries observes, "Color reflects emotion, so I used color to develop the characters' personalities as well as to create the mood for the environment. If the character becomes more menacing, we give him a brighter, more intense color. We use softer more romantic colors for the quiet moments. In the scene where the jack-in-the-box becomes very angry and grabs for the ballerina, we do a dramatic color switch that goes to reds and oranges with more dramatic shadows. When the tin soldier goes out the window, we change to a much cooler colors like deep greens and purples to reflect the different mood."

      With regard to the CG animation, Goldberg says, "There was a bit of concern in the beginning as to whether or not we could make the ballerina move like a porcelain toy doll and still retain the movements of a real dancer. Our CG team studied footage of ballerinas as a starting point for creating the animation. We had to make sure we were giving the animators enough controls for all the actions and emotions they needed to convey. For example, the jack-in-the-box had to be able to go from a really broad smile to a menacing grimace and frown. This film really represents the first time that we've done our main characters as CG elements. One of our big challenges was making sure that they fit in with all the other hand-drawn and painted elements. We worked hard to make sure they all meshed together."

    MUSICAL BACKGROUND

      Shostakovich gave the first performance of his "Piano Concerto No. 2" on May 10, 1957, in Moscow. The Russian born composer wrote the piece for his teenage son, Maxim, on the occasion of the boy's 19th birthday. The opening bursts with energy and exudes the confidence of youth. It is in sharp contrast to the dark and tragic themes that typically loom in the composer's music. This one is a sparkling and boundlessly optimistic piece.

      Considered one of Russia's most publicized and provocative composers, Shostakovich was born in St. Petersburg in 1906 and studied music at the conservatory there. A talented piano player, he occasionally helped support his widowed mother and two sisters by playing background music in movie theaters. At the age of twenty, he had emerged as a boy wonder with his dazzling First Symphony. This was followed by "Ode to October," his second symphony, which commemorated the tenth anniversary of the 1917 Revolution. For a time, however, the Soviet government charged that his work was "formalistic," which meant he was too influenced by the Western world. With the fall of Stalin his reputation began to rise.

      In 1937, his Symphony No. 5 was regarded as a major success and one of his finest works. But after the war, politics once again reared their ugly head when his music was branded bourgeoisie and degenerate. Despite the ups and downs of his reputation in his native country, he was honored by Russia numerous times.

      For the record, Shostakovich wrote 15 symphonies, making him the first important composer since Beethoven to write more than nine. His music encompassed everything from dark, massive symphonies that explore the depth of human cruelty and suffering, to light music. He was known for his inspiration, wit and superb craftsmanship. The Russian experience is always present in his music.

      In 1960, the composer contemplated suicide and made his Eighth Quartet a musical suicide note full of explanatory musical quotations. He died in Moscow on August 9, 1975.

      "CARNIVAL OF THE ANIMALS
      (LE CARNAVAL DES ANIMAUX), FINALE"
      Composer: Camille Saint-Saëns
      Director: Eric Goldberg
      Art Director: Susan McKinsey Goldberg

    FLAMINGOS WITH YO-YOS

      Pink flamingos are not generally known for their skills with yo-yos, but for director Eric Goldberg the music of Saint-Saëns provided a wealth of ideas for just such an improbable scenario. The original concept for the story actually involved yo-yo-playing ostriches and was suggested several years ago by Joe Grant, a Disney legend who served as story supervisor on the 1940 "Fantasia" and who continues to be one of the Studio's most imaginative and prolific contributors at age 91. After much discussion, the ostriches gave way to flamingos and the rest is history. The sequence provides the answer to the age-old question: What would happen if you gave a yo-yo to a bunch of flamingos? With his wife Susan serving as art director, Goldberg chose to use a challenging watercolor style for the piece to add to the beauty and richness. He animated the entire 2-minute piece by himself.

      Goldberg had just finished co-directing the feature, "Pocahontas," and was interested in getting back to the drawing board for a while. He had already committed to supervising the character of Phil in "Hercules" when he was approached about working on "Carnival of the Animals." He indicated if they could wait for him, he was interested in doing it.

      "The whole process from start to finish took about nine months," recalls Goldberg. "I started with a story reel and worked out all the timing to the music. Kent Holaday, a clean-up artist and music breakdown specialist, helped to explain the structure of the music to me. On the exposure sheet, he would give me the beats so that I could see where the notes would fall with regard to each frame of film. From there, I could see where the music repeated and I began to get ideas for the animation from that."

      In Goldberg's interpretation of the whimsical Saint-Saëns' composition, a flock of flamingos - affectionately referred to as the "snotty six" - look down their beaks at a nonconformist in their midst. This rebel, whom the filmmakers took to calling Punkin, has a fondness for playing with yo-yos. Aware of the group's disapproval, Punkin sneaks his yo-yo playing in whenever and however he can, resulting in a hilarious and chaotic water ballet.

      "Observing the flamingos at the zoo was astounding and gave us lots of inspiration," recalls Goldberg. "They operate by mob rule mentality. An entire flock can simultaneously go from a one-legged sleeping position to all raising their heads and walking in the same direction. They reminded me of people who do things the same way every single day. We wanted our lead character to be the exception to the rule. He's the one who doesn't want to get in step. He's the guy who wants to have fun. From his point of view, he's trying to figure out how to keep performing his yo-yo tricks while the 'snotty six' are trying to get him back in line. We have this constant tension going on the screen.

      "The music really inspired us. It is exuberant and has a breakneck speed to it. The repeats would become character movements and we would structure the story in such a way that they became a main theme for the 'snotty six.' We break away from that to introduce our hero playing with the yo-yo. In that way, we were able to use the music to tell our story."

      To study the fine art of yo-yoing, Goldberg had to look no further than his "Pocahontas" co-director, Mike Gabriel. "Mike has a vast catalogue of tricks and we shot live-action footage of him doing his thing," notes Goldberg. "With a little alteration, we were able to turn his right hand into a flamingo's foot. We wanted to avoid the cliché of using the wings so we used the foot to actually fling the yo-yo and make it act like a wrist. It felt like a very fun and natural thing to do and gave it even an odder quality than it would have otherwise."

      In creating the look and style for "Carnival of the Animals," Goldberg turned to his wife Susan, a veteran clean-up artist with a varied background in animation. Together, they envisioned a watercolor style for the piece. Punkin takes on the rich saturated color of a lawn flamingo as opposed to the more subdued and natural salmon pink of the rest of the flock. They also chose not to have any outline for the characters so that they would blend in seamlessly with the watercolored backgrounds. This required much experimentation and new approaches to compositing the elements. To give the sequence a constant sense of movement, they also devised a way to dissolve between painted backgrounds within the CAPS system. In the end, all of the character animation and backgrounds were hand-painted by a team of six watercolorists.

      "We went for the Hawaiian shirt look; a bright tropical palette," explains Susan. "We really wanted something that looked incredibly handmade, like artists actually sat there and struggled to do it. For each frame of film we hand painted seven or eight layers of watercolor using a special graphic dye used primarily in illustration. The watercolors used in the backgrounds are the same ones that the French Impressionists used in the late eighteenth century. They had a very rich feel and a hue to them that gave us the density and smoothness that we wanted. For 'Carnival of the Animals,' we actually hand-painted three thousand drawings.

      "We wanted the colors to convey emotion," she continues. "The snotty six have an uppity attitude so we gave them an uppity coral orange color. They're usually seen against a sharp, precise yellow background so that you have this feeling of aggression. When you see Punkin, he's against a light green background and he's a wonderful warm pink. He's kind of goofy with his purple nose and his colors engender a very happy mood. It's clear that he marches to the beat of a different yo-yo."

      She adds, "Working with Eric was a joy. He's the funniest person I know and also the most enthusiastic. He has more creative ideas than anybody I know and he's my best friend. It's always great to work with your best friend. This was a rare opportunity to work with such a great artist and such a great guy."

      Goldberg observes, "I was and am a huge fan of the 1940 'Fantasia.' I was just knocked out by it and sat in the front row and let the lava wash over me. I just thought it was absolutely unbelievable. A lot of things have been animated to music since then, but over the years that film was still the benchmark that defined the pinnacle of that art form. To be part of the legacy is daunting and challenging but also heartening if people feel that we've done it justice. It's a skill we're in danger of losing if we don't take these opportunities and use them to their fullest. So much of what is done today is dialogue oriented. The fun of this film was telling our story visually with pantomime and full body animation. It's not often that animators have the chance to use the entire body to be expressive and on 'Carnival' I certainly was able do that."

    MUSICAL BACKGROUND

      Born in Paris in 1835, Camille Saint-Saëns was an awesome child prodigy who was picking out tunes on the piano at the age of two. He could read and write fluently before he was three and by age seven was fluent in Latin and was interested in science and biology. He wrote in almost every musical form - five symphonies, 13 operas, 10 concertos, oratorios, chamber music, more than 100 songs and the first film music ever composed by an established composer. He was often referred to in his lifetime as the "French Beethoven."

      In writing "Carnival of the Animals," Saint-Saëns borrowed from a new movement known as "Romanticism." It brilliantly employed traditional orchestral form and instruments, while evoking the full spectrum of animals using innovative rhythms and harmonies. The composition is often praised for its ability to bridge the gap between the high "classic" formal tradition and the "fashionable tricks" of the new "romanticism."

      Saint-Saëns was a well-established composer known throughout his native France and the rest of Europe by the time he wrote "Carnival" in 1886. The music is a suite of 14 short pieces for a small orchestra. After its first performance at a Paris carnival, he put it in a drawer and forbade any further performances. The one exception was "The Swan," which he allowed to be choreographed for Anna Pavlova in 1900. Saint-Saëns had written "Carnival" as a kind of private musical joke and regarded it well beneath his dignity. It wasn't until after his death in 1921 that the world got to hear the cuckoo, elephants and kangaroo. Despite his efforts to be remembered for more serious works, this delightful portrait of members of the animal kingdom has endured as one of the most widely known and frequently performed compositions. It is well regarded for its clever use of various instruments and deft sketching of a gallery of furred and feathered creatures. The composer would be very annoyed by the continued success of his most popular work.

      Ironically, Saint-Saëns was himself described as "birdlike" with a "beaklike hooked nose and lively restless piercing eyes. He strutted like a bird and talked rapidly like twittering."

      "THE SORCERER'S APPRENTICE"
      Composer: Paul Dukas
      Director: James Algar
      Art Directors: Tom Codrick,
      Charles Philippi,
      Zack Schwartz

    MICKEY'S MAGICAL MUSICAL MILESTONE

      Mickey Mouse cast a magic spell over moviegoers with his entrancing role in "Fantasia" and rode a new wave of popularity. In this returning classic segment, the versatile mouse star finds himself in over his head when he puts on a different hat and tries to work a little magic of his own. Naturally, he lands in deep water. "The Sorcerer's Apprentice" was the genesis for "Fantasia' back in 1937 and served as the springboard for Walt Disney's ambitious "Concert Feature."

      "When you think of 'Fantasia,' you think of Mickey Mouse,' says Hendel Butoy. "'The Sorcerer's Apprentice' is the icon of the film, so we always knew we wanted it to continue as part of 'Fantasia/2000.'" Roy Disney adds, "I personally think that 'The Sorcerer's Apprentice' is one of the most amazing examples of animation in its highest form that I've ever seen. We kept it in 'Fantasia/2000' to show how good they were sixty years ago and to challenge ourselves to prove what we could do today.

      "A lot of the artists that worked on this sequence imagined the sorcerer to be Walt himself," observes Disney. "In fact they gave him the name Yensid, which is Disney spelled backwards. If you look at the very last frame of film where the sorcerer swipes Mickey with the broom, he cocks his one eyebrow way up, which was a very Walt kind of gesture. Walt was a magician, but he was also Mickey. Not only did he do Mickey's voice but the character was very much an extension of Walt's personality. A kind of a timid little guy who wants to do his best. That's really who he was. There was an awful lot of Walt invested in that sorcerer's apprentice and his dream to conduct the universe."

      Walt assigned his top team of animators to work on "The Sorcerer's Apprentice." Mickey expert Fred Moore got the plum assignment of animating the mouse in his greatest role. This screen appearance marked the first time that Mickey had pupils in his eyes. Legendary animator Vladimir "Bill" Tytla animated the Sorcerer. Among Tytla's other impressive credits are the devilish Chernobog in the "Night on Bald Mountain" sequence of the 1940 "Fantasia" and the manipulative Stromboli in "Pinocchio." James Algar, who had previously animated animals for "Snow White and the Seven Dwarfs" and would go on to pioneer "True Life Adventures" for the Studio, was picked to direct this sequence.

      To bring "The Sorcerer's Apprentice" up to modern standards for a January 2000 release, a meticulous restoration of picture and soundtrack was undertaken. Although it had been upgraded for previous reissues, new advances in digital technology made it possible to take this latest incarnation to a higher level of quality than was ever possible before. Kodak's Cinesite operation oversaw the restoration of the visual content.

      "We had to clean up the picture and track digitally so that it would fit in with the look and sound of the new sequences," notes Ernst. "We inputted the original picture into the computer and went through it a frame at a time to remove and dust, dirt and artifacts that were never meant to be there. For the soundtrack, we went to Sony in New York and used their proprietary system that breaks the track down to 256 slices. We could then go through each slice and take out extraneous noise by averaging the music before and after that particular damaged area. In this way, we didn't have to take out the whole spectrum of sound, just the particular area with a problem. It worked quite well."

    MUSICAL BACKGROUND

      Acclaimed French composer Paul Dukas wrote "The Sorcerer's Apprentice" in 1897 and it was first performed on May 18th at a concert of the Societe National de Musique in Paris to resounding success. Since then, it has become one of the most popular pieces in the orchestral "tone poem" repertoire. America heard it for the first time in January 1899, when Theodore Thomas conducted it in Chicago.

      As indicated by the work's subtitle, "Scherzo after a ballad by Goethe," the piece is based on a ballad by Goethe ("Der Zauberlehrling") which in turn had been founded on a 2,000-year old tale by the Greek writer Lucian. Dukas seemed to find the perfect musical representation for the story and it actually seemed as if he had scored the poem with its ingenious orchestration. The listener is invariably surprised no matter how often the music is heard.

      Dukas was a professional music critic for several publications and was apparently most critical of himself. He set such high standards for his own music that he destroyed any compositions that failed to meet his expectations. And that meant most of his works. This habit of burning most of his work accounts for his rather limited catalog. Dukas wrote orchestral pieces ("Polyeucte Overature"), ballet ("La Peri") and one successful opera ("Ariane et Barbe-bleue"). During his lifetime, he taught at the Paris Conservatory, where he studied, served as inspector of musical education in the provincial conservatories, and was elected to the Academie des Beaux Arts. His music is noted for its combined mastery of form with elegance of style and refinement of expression. He died in Paris in 1935 at the age of 69.

      "POMP AND CIRCUMSTANCE
      -- MARCHES 1, 2, 3 AND 4"
      Composer: Sir Edward Elgar
      Director: Francis Glebas
      Art Director: Daniel Cooper

    EQUAL TIME FOR DONALD

      The rivalry between Mickey Mouse and Donald Duck has been a long-standing one. So after six decades of having the "Fantasia" spotlight all to himself, the team responsible for "Fantasia/2000" decided it was about time to give the highly flappable duck equal billing with a sequence of his own.

      "Pomp and Circumstance" is a famous and traditional march by England's Sir Edward Elgar that is familiar to anyone who has ever attended a high school or college graduation. In fact, it was this familiarity that led Disney Company chairman Michael Eisner to suggest it as a piece for "Fantasia/2000." Eisner felt that the music was so closely associated with happy occasions and a variety of deep emotions that it would be an ideal candidate to include in the continuation of "Fantasia." As it turned out, the filmmakers chose to tell the story of perhaps the grandest procession of them all.

      Director Francis Glebas recalls, "I'd been working on several different pieces for 'Fantasia/2000" and one of the ideas I came up with involved Noah's Ark and the hard time he must have had getting all those animals on the ark. It seemed like an idea laden with comic possibilities and I did a little test with Noah as the main figure set to the music of 'Barber of Seville.' I thought it was very, very funny but it needed something more. Next, we tried it with Dvorák's Ninth Symphony, which gave it a very regal uplifting sound. None of the things we tried quite worked. Around this time, the filmmakers were trying to find a story to go with 'Pomp and Circumstance' and which would feature Donald Duck. So I suggested using Donald as Noah's assistant. It basically evolved from there. Roy Disney suggested that we put Daisy in the story and that gave it a lot of resonance. The idea of star-crossed lovers that couldn't find each other added all kinds of dramatic possibilities and an emotional richness that it didn't have before."

      Glebas adds, "The real challenge with this piece has been to tell the story to the beat of the music. We've rearranged it slightly but you still have to basically go with the flow of it. The other thing is that its like making a silent movie without subtitles, in a sense. You have to figure out how to say something on the screen without any words. And I think our animators have achieved that brilliantly. Donald's personality comes across very clearly even without his characteristic quacking. He doesn't say a word and yet you still know its Donald. One of the joys is having a new generation of kids discovering Donald for the first time.

      "I saw 'Fantasia' for the first time when I was in film school and I felt it was a true masterpiece. It was the supreme achievement of animation and something that we wanted to strive towards. With this film, it's our challenge to come up with great stories and present them with wonderful animation in that great Disney tradition."

      The task of arranging this famous piece of music fell to the distinguished musician Peter Schickele (aka PDQ Bach). He explains, "Most people don't realize that Elgar's 'Pomp and Circumstance' is one of five marches. We decided to take excerpts from four of those marches and so I put together segments from the different marches to create something that I hope has a continuity all its own. It fits more closely with the storyline and has a much wider range of emotion than the one famous march does.

      "One of the main reasons I took the job is because I love animation so much," he adds. "I'm not an artist at all myself but I've always loved animation and one of the things I enjoyed so much about this collaboration is that I worked from a variety of the sketches. I just love the liveliness of the line.

      "They also asked me to add a chorus at the end, which Elgar had not included. It was decided that it would be nice to have a soprano soaring over the melody the very last time you hear it so we brought in Kathleen Battle to overdub at the end after the music had been recorded. We also took a few other liberties like placing a little flute piccolo line near the end when there are a bunch of birds flying around. I did a little slide on the tympani that Elgar would never have done. He probably would have lost his knighthood if he had."

      James Levine notes, "When we were recording this piece, I kept trying to find ways to keep the sound animated because it's not as inherent here as in some of the film's other musical selections. 'Pomp and Circumstance' is kind of a progression. As we talked about the animation and story for the piece, it affected the vitality of the performance a great deal. I think the performance of that particular piece is absolutely unique for this purpose. We all know this tune and have associations with it, but now its great fun to see it in a whole new way. Instead of sounding repetitive or long, you'll have the feeling it goes by in a flash because the animation is paced in a way that's different. The sound and picture function not only together but on two different levels at the same time. It's an absolutely brilliant piece of work."

      Roy Disney observes, "I love the idea of giving Donald equal time. He's always had that position of second banana but he actually grew to be more popular than Mickey. It was great to really be able to animate Donald in the way that we remember him. The design of the piece is really the classic Donald that everyone remembers. And without dialogue, you don't have to worry about being able to understand what he's saying and you can still see him getting angry."

    MUSICAL BACKGROUND

      Sir Edward Elgar was born in 1857 in a small village in the English West Midlands. The son of a music shop proprietor and piano tuner, Elgar would go on to become the most important 20th Century English composer with a prolific catalogue of orchestral works. The talented composer had a way with marches and English patriotism. Among his other compositions, he created the Imperial March for Queen Victoria's Diamond Jubilee and a World War I cantata called "The Spirit of England."

      Elgar came to national attention at the age of 42 in 1989 with his "Variations on an Original Theme" (also known as "Enigma Variations"). Over the next two decades, he would compose two symphonies, several oratorios, cantatas and compositions for the violin, on which he was proficient. His masterpiece is considered "The Dream of Gerontius," an oratorio-style work for orchestra, chorus and soloists based on a religious poem. After his beloved wife's death in 1920, he ceased composing. He continued to record and conduct at concerts, but only his own works.

      Elgar composed the first two "Pomp and Circumstance" marches in 1901. March No. 3 came along in 1904 and No. 4 debuted in 1907. The fifth march was not introduced until 1930 and was based on ideas he had jotted down many years earlier. The marches contain the famous trio section, which has come to be closely associated with graduation ceremony processionals. March No. 1 in D minor is world famous. That musical composition, also known as "The Land of Hope and Glory," became an instant favorite with King Edward VII. Laurence Housman added lyrics to the piece one year after its introduction. Elgar appreciated the worth of "Pomp" from the very start. He predicted, "I've got a tune that will knock 'em - knock 'em flat! A tune like that comes once in a lifetime."

      The many honors bestowed on Elgar include being knighted in 1904, being named Master of the King's Music in 1924, and receiving numerous honorary doctor of music degrees from American and English colleges and universities. He died in 1934.

      The phrase "pomp and circumstance" originated in "Othello": "pomp and circumstance of glorious war."

      "FIREBIRD SUITE -- 1919 VERSION"
      Composer: Igor Stravinsky
      Directors: Gaëtan and Paul Brizzi
      Art Director: Carl Jones

    THE ULTIMATE FINALE / A VISION OF HOPE

      In searching for an appropriate piece of music to conclude "Fantasia/2000," the filmmakers turned to a selection that is often considered the "ultimate finale." According to producer Don Ernst, "It has the greatest finish musically. The end of the piece is really big and works tremendously well."

      With death and rebirth as its theme, this musical segment personifies nature in the form of a Sprite, who is summoned by a lone elk, the monarch of the forest. When the beauty of springtime is destroyed by the fury of the Firebird, who lives within an active volcano, it is up to the elk and Sprite to once again bring life back to the ravaged forest and triumphantly reawaken what lies beneath the ashes.

      Gaëtan and Paul Brizzi, two internationally renowned filmmakers who have been associated with Disney's Paris Animation Studio for the past decade, were finishing up their assignment on "The Hunchback of Notre Dame," when they were approached about directing the finale for "Fantasia/2000." Roy Disney had suggested Stravinksy's "The Firebird Suite" and the duo started from scratch to develop a concept and artistic style for the sequence. Outstanding artists in their own right, the brothers created their own elaborate storyboards to illustrate their approach. Carl Jones served as the art director for this sequence.

      According to Paul Brizzi, "Tom Schumacher suggested that the piece might have something to do with nature and from there we began exploring the idea of the revival and rebirth. The music gave us all the elements we needed to tell a story with drama, excitement, joy and suspense. Images immediately came into our minds. We love the storyboarding process and it gave us a chance to communicate our vision for the piece and to work out the synch points with the music."

      Gaëtan Brizzi adds, "'The Firebird' is an ideal piece for 'Fantasia/2000' because the images lead the music and the music leads up to the images. It is a great marriage because when you hear the music you can almost see those images. Those two elements become one entity. When we listen to classical music, we let our minds wander and we have our own images of what this music means. We wanted to respect the music."

      The directors came up with three symbolic representations of nature for their central characters. The Sprite, which represents Spring, comes to life each year to renew nature and spread a blanket of greenery and fantastic colors across the landscape. A noble elk is her symbiotic partner in this annual process. The third character is the mighty Firebird, a powerful force of nature portrayed as a volcanic lava birdlike creature that destroys everything within its path. In the end, nature springs eternal as the elk plays a key role in revitalizing the Sprite and renewing the life cycle of the forest.

      "We wanted the Sprite to be a character that comes once a year," explains Paul. "She is the Spring and she is awakened by the elk. We wanted to explore the relationship between the two. He guides and inspires her and says its time to do her job. She has a real innocence about her and when she goes into the volcano and awakens the Firebird spirit, she doesn't know the major force of destruction she's unleashing. The Sprite represents the life of a human being. She makes mistakes and from those mistakes she matures and becomes more beautiful and has more dignity. At the end of the film, she is in full control of the situation. We thought that this was a good message for the new millennium. It's a message of hope about having trust in nature."

      Gaëtan adds, "The idea of death and rebirth came from listening to the music. It seemed to us that Stravinsky himself must have thought of this theme because the music has lots of different accents with some very strong beats and some very slow passages. It suggested the mystery of life. We interpreted that by showing the ecological direction following a disastrous eruption and the return of the wildlife. We took a poetic approach to the subject and tried to give it the same strong emotional feeling that the music evoked.

      "One of the things we love about working on 'Fantasia' is the freedom it allows us to use animation as an art form and an expression. The music was a priority and we had to tell the story through the power of the music. Music is always inspiring to artists. We can do things a little bit differently and go outside the conventional rules of telling a story. It's a chance to push the visuals and not be tied down to dialogue."

      In creating the three central characters, the directors used a combination of traditional hand-drawn techniques and state-of-the-art computer tools. Anthony DeRosa supervised the animation of the Sprite, Ron Husband oversaw the animation of the elk and John Pomeroy was in charge of bringing the Firebird to life. Supervising special effects animator Ted Kierscey was responsible for adding the hand-drawn layers of smoke, fire and crusting lava to the Firebird character. Dave Bossert and his visual effects team, including CG supervisor Chyuan Huang, broke new ground with their work on the Sprite.

      Bossert explains, "'Firebird' was really the most challenging of all the segments from an effects standpoint. We looked at some of the lava animation that was done in 'Rite of Spring' as well as what was done for 'Aladdin.' But we wanted to do something that was much different from the past. From studying live-action footage, it dawned on us that there's always a crust forming on lava as it cools. We wanted to incorporate that as an element to define the Firebird character and make it a living, fiery creature. John Pomeroy did the rough animation for the character and Ted Kierscey would bring it to life using layers of hand-drawn effects animation to create the lava quality. The crust actually became an element that defines the character and kept it from appearing as just a blob of red."

      Bossert adds, "The Sprite is basically a 2D character animated by Tony DeRosa, but in order to have her fully blend in with the background, we incorporated a lot of computer generated 3D elements. She is basically made up of 50% effects. Mike Kaschalk was the CG animator for the final scene of the piece, which has over a million particles to give it the feel of a moving impressionistic painting."

      Roy Disney concludes, "This sequence presents another very personal journey. It's about the world we live in and deals with its death and rebirth. The metaphor we used was Mt. St. Helens exploding and blighting the landscape. The aftermath of that was the rebirth of the environment and how the scar comes to heal itself. Everyone in the audience I think will have some identification with that. All of those forces are personified by a little Sprite who brings green to the forest. It's a glorious abandon of joy."

    MUSICAL BACKGROUND

      Igor Stravinsky was born in Russia in 1882 and was studying music with the great Rimski-Korsakov by the time that he was 20. Twelve years earlier, at the age of eight, he had seen a production of Tchaikovsky's "The Sleeping Beauty" and was determined that he would one day write famous ballets.

      The composer developed his own distinctive composing style, which has sometimes been described as shocking and revolutionary. He earned a reputation for being a maverick and is famous for veering from the accepted rules of harmony and rhythm. Some critics even credit him with popularizing dissonance. His body of work is also known for its great sense of humor.

      It is said that if "Petrushka" made Stravinsky controversial, and "The Rite of Spring" made him notorious - "The Firebird" made him popular. The latter made the composer an overnight sensation on June 25, 1910, when the ballet and accompanying symphony was performed in Paris by the "Ballet Russe." It was to be the 28-year old composer's first triumph outside of Russia. The much touted "1919" version, which is featured in "Fantasia/2000," is in fact virtually identical to the earlier one. Stravinsky, a master of self-promotion and hype, made much of his rewrite, but in fact it was all intended to extend his copyright which was about to run out.

      "The Firebird" is based on a Russian fairy tale. The story that accompanies Stravinsky's composition deals with a fantastic creature (half bird, half woman) clad in feathers of scarlet, gold, copper and vermilion, who is captured by a Prince and then freed. She rewards him with one of her magic feathers, which later serves to protect him from an evil wizard.

      The Stravinsky composition "The Rite of Spring" was used in the 1940 "Fantasia." Sixteen days after seeing a private studio screening of the film, he sold Disney an option to his "Firebird" music and added "Renard" and "Fireworks" to the bargain. When first contacted for the rights to "Rite," Stravinsky offered to compose original music for Disney.

      The composer once claimed that his music was best understood by children and animals. The composer was a great animal lover and always headed straight for the nearest zoo when he arrived in a new city. He also kept more than 100 birds as household pets.

      Stravinsky died in New York in 1971. He is one of the few composers whose complete works were recorded mostly under his own supervision.

    THE FILMMAKERS

      ROY EDWARD DISNEY (Executive Producer) has guided the efforts of Disney's Feature Animation division over the past fifteen years in his role as chairman and has personally spearheaded the creation of "Fantasia/2000." He also serves as vice chairman of the board of directors of The Walt Disney Company.

      Disney assumed the responsibility for providing overall guidance and direction of Walt Disney Feature Animation in 1984. This was his first full-time role at the studio since 1977.

      Earlier, he served the company for 23 years in various capacities, including vice president, producer, director and writer. He became a member of the board of directors in 1967.

      Concurrently, he maintains business interests outside the company. He is chairman of Shamrock Holdings, Inc., a wholly owned family enterprise that he organized in 1978, with headquarters in Burbank, California.

      He is also chairman of Trefoil Investors, Inc., the general partner of Trefoil Capital Investors, L.P., a $250 million investment partnership.

      He began his entertainment industry career in 1953, working as an assistant film editor on the "Dragnet" TV series.

      He joined The Walt Disney Company in 1954 and served as assistant film editor on motion pictures including "The Living Desert" and "The Vanishing Prairie," both Academy AwardŽ winners. As a writer and production associate, he contributed to the Academy AwardŽ nominated short subject "Mysteries of the Deep" in 1959.

      From writing, Disney went on to produce and direct some 35 other TV and theatrical productions, then became an independent producer and investor.

      Disney was born in Los Angeles on January 10, 1930 to Roy O. Disney and Edna Francis Disney. His father and his uncle, Walt, had co-founded the Disney entertainment business in 1923.

      He attended Harvard School and Pomona College where he graduated in 1951 with a degree in English.

      He serves on the board of trustees of California Institute of the Arts, the advisory board of St. Joseph Medical Center and the board of Big Brothers of Greater Los Angeles, Inc.

      He is a member of the board of directors of the U.S. Committee for UNICEF, chairman emeritus of the board of directors of the Peregrine Fund, a member of the board of trustees of the Southwest Museum, a member of the board of trustees of Ronald McDonald House charities and a member of the board of trustees of the American Ireland Fund.

      In 1997, he was awarded the first Mort Walker Award for Outstanding Contributions to the Cartoon Industry, by the Boca Raton International Museum of Cartoon Art.

      In 1998, Disney received an honorary Doctor of Fine Arts degree from his alma mater, Pomona College.

      Disney was recently named recipient of the 1999 National Catholic Education Association Elizabeth Ann Seton Award, which recognizes individuals who have made significant contributions to children and education.

      Married in 1955 to Patricia Ann Dailey, Disney is the father of four children -- Roy Patrick, Susan Margaret, Abigail Edna and Timothy John Disney. He is the grandfather of Roy Michael, Caitlin Elizabeth and Kimberly Noelle Disney; Maxwell Michael, Megan Patricia and Sarah Eileen Loughman; Charlotte Disney Hauser, Olivia Disney Hauser, Henry Disney Hauser and Ciaran Kincare Disney.

      His outside interests include offshore yacht racing and golf. Among his other distinctions, he will serve as the Grand Marshal of the 111th Tournament of Roses Parade on January 1, 2000.

      DONALD W. ERNST (Producer) brings his impressive background in feature film and television production to the creation of "Fantasia/2000.". Among his other distinguished credits, he served as co-producer of the 1992 Disney animated blockbuster, "Aladdin."

      A native of Los Angeles, Ernst began his industry career over 35 years ago as an editor with an animated commercial company called Telemat. Five years later, in 1961, he joined Columbia Television and began doing sound effects and music editing for such popular programs as "The Donna Reed Show" and "Father Knows Best." Ernst became a full-fledged editor and worked for two years in that capacity on "Gilligan's Island" and served another three-year hitch on "Gunsmoke."

      Ernst's editing career lasted for over three decades and earned him a total of 10 Emmy Award nominations and two Emmy statuettes. The Television Academy awarded him their highest honor for his work on the telefilm "Raid on Entebbe" and for an outstanding episode of "Hill Street Blues."

      Segueing from television into feature production, Ernst joined animation producer/director Ralph Bakshi in 1975, and spent the next seven years editing animated features. Among his credits as editor during this period are the motion pictures "The Lord of the Rings," "Wizards" and "Hey, Good Lookin'." He also produced an unsold animated pilot for Bakshi called "Hanging Out." Following this, Ernst returned to editing television shows and went on to receive his two Emmy Awards while working for such major studios as Fox, MGM and Warner Hollywood.

      In 1987, Ernst once again moved back into the world of animation as editor of "The Brave Little Toaster." This led to his joining the Disney studio's feature animation division in 1989. He went on to edit two featurettes for The Disney-MGM Studios' Magic of Disney Animation Tour in Florida --"Back to Neverland" and "Michael and Mickey" -- and the first Roger Rabbit short, "Tummy Trouble." This was followed by a stint as producer on two additional projects, "Mickey's Audition" (for Walt Disney World) and the second Roger Rabbit short, "Roller Coaster Rabbit." Ernst also served as executive producer for the 1993 Disney live-action feature, "Homeward Bound: The Incredible Journey."

      JAMES LEVINE (Conductor; Host, "Pomp and Circumstance") takes up the baton as conductor for the continuation of "Fantasia" and brings his style and musical expertise to the project.

      As the Artistic Director of the Metropolitan Opera, he has developed a relationship there since his debut in 1971 that is unparalleled in its history and unique in the musical world today. He had led more than 1700 performances of 70 different operas in that theatre, including the Metropolitan premieres of Mozart's "Idomeneo" and "La Clemenza di Tito"; Verdi's "I Vespri Siciliani, I Lombardi" and "Stiffelio"; Gershwin's "Porgy and Bess"; Stravinsky's "Oedipus Rex"; Weill's "Rise and Fall of the City of Mahagonny"; Schoenberg's "Erwartung" and "Moses und Aron"; Berg's "Lulu"; and Rossini's "La Cenerentola"; as well as the 1991 world premiere of John Corigliano's "The Ghosts of Versailles." The Met has recently announced two further world premiere commissions -- by Tobias Picker and Tan Dun -- to be conducted by Levine in the first years of the new millennium. Next season at the Metropolitan, he will lead the first new production there in 25 years of Wagner's "Tristan and Isolde," several major revivals (including Verdi's "Otello" with Placido Domingo, "Moses und Aron," Strauss' "Der Rosenkavalier," Debussy's "Pelleas et Melisande" and Offenbach's "Les Contes d'Hoffman), three cycles of Wagner's "Ring des Nibelungen," and the world premiere performances of John Harbison's "The Great Gatsby" (commissioned in honor of the 25th anniversary of his Met debut).

      Levine inaugurated the "Live from the Met/Metropolitan Opera Presents" television series in 1977, founded the Met's Young Artist Development Program in 1980, returned the complete "Ring des Nibelungen" to the Met repertoire in 1989 (the first integral cycles in 50 years there) and reinstated recitals and concerts with Met artists at the opera house (a former Metropolitan tradition). Expanding on that tradition, he and the Met Orchestra began touring in concert in 1991, and since then have performed around the world, including across Europe for the second time in May, 1999, and several visits to Japan in recent years; their annual concert series in Carnegie Hall is regularly sold out on subscription.

      In addition to his activities at the Met, Levine has worked and recorded with great orchestras of the world for more than two decades -- the Berlin Philharmonic, Vienna Philharmonic, Chicago Symphony, Boston Symphony, Philadelphia Orchestra, London Symphony, Philharmonia Orchestra, Dresden Staatskapelle, and the Munich Philharmonic (where he serves as chief conductor). He is also a distinguished pianist and an active and avid recital collaborator, especially in Lieder and song repertoire. From 1973 to 1993, Levine was Music Director of the Ravinia Festival, summer home of the Chicago Symphony Orchestra. In 17 consecutive seasons at the Salzburg Festival, beginning in 1975, he led over 100 opera performances and concerts with the Vienna Philharmonic; in 1982, he made his debut at the Bayreuth Festival conducting the 100th Anniversary production of Wagner's "Parsifal," becoming the first American to have the honor to lead that work at Bayreuth; from 1994-98 he conducted "Der Rings des Nibelungen" at Bayreuth. This past summer he led the orchestra of Philadelphia's Curtis Institute of Music at the Verbier Festival in Switzerland and returned to the Aspen Festival in Colorado for two concerts to celebrate the 50th anniversary of the founding of the Aspen Institute.

      HENDEL BUTOY (Supervising Animation Director), a 20-year Disney veteran and one of the studio's most versatile talents, has dedicated the past nine years to realizing Walt Disney's dream of continuing "Fantasia." His distinguished career includes credits as an animator and supervising animator on numerous Disney features. He made his directing debut (along with Mike Gabriel) on "The Rescuers Down Under."

      Butoy was born in Brazil and moved to Glendale, California at the age of four. After seeing the Disney classic "Lady and the Tramp" when he was 10 years old, he made up his mind that animation was what he really wanted to do.

      In high school, Butoy discovered his father's super-8 movie camera and, with the aid of a book on animation, began making his own cartoons. His art teacher was so impressed with his work he suggested looking into the animation program at California Institute of the Arts. Butoy was accepted there after a year of waiting and went on to complete half of the four-year program before getting a job offer to work at Disney.

      Seven months after starting as an in-betweener in 1979, Butoy was promoted to full animator status on "The Fox and the Hound." His next assignment was to animate the lovable forest creature Gurgi in "The Black Cauldron." On "The Great Mouse Detective," he worked mainly on the Basil and Dawson characters. He went on to supervise the animation for a crazy Chihuahua named Tito (voice of Cheech Marin) in Disney's 1988 animated release "Oliver & Company."

      Butoy and his wife Menjette, have a three-year old daughter, Jedel.

      PIXOTE HUNT (Director/Art Director, "Symphony No. 5") serves as director of Beethoven's famed symphony, for which he has created an abstract piece in pastels illustrating a battle between the forces of good and evil. He also art directed and designed the sets for the live-action interstitial segments of the film.

      Hunt joined Disney in December 1979 after his work caught the eye of legendary Disney animator Eric Larson. His first assignment was as an effects animator on 1981's "The Fox and the Hound."

      He has performed a wide variety of jobs in animation, including stints as an ink and paint artist, storyboard artist, character designer, layout artist, background painter and character animator. His work outside Disney is highlighted by his role as co-director (with Joe Johnston) of 20th Century Fox and Turner Pictures' "The Pagemaster" (1994), which contained both animation and live-action elements.

      Hunt graduated with honors from the School of Visual Arts in New York City, where he earned a bachelor of fine arts degree. He presently resides in Pasadena, California.

      ERIC GOLDBERG (Director, "Rhapsody in Blue" and "The Carnival of the Animals [Le Carnaval des Animaux], Finale") brings his unique sense of humor and strong graphic style to his two directing assignments for "Fantasia/2000." He made his feature film directing debut on "Pocahontas" in 1995, following a distinguished career as a top supervising animator and an acclaimed commercial director.

      Born in Levittown, Pennsylvania, Goldberg and his family moved to the nearby New Jersey suburb of Cherry Hill when he was six. At age 4, he was already drawing Woody Woodpecker (under the guidance of his brother) and, soon after, began making his own "flip books." Super-8 films were the next step in his art education and by the age of 13 he was drawing and photographing his own animated films, one frame at a time. Bob Thomas' groundbreaking book on Disney animation, The Art of Animation, further inspired Goldberg. Disney reissues and new features like "Dumbo" and "101 Dalmatians" made a strong impression and contributed to his growing interest in the medium.

      In high school, Goldberg regularly provided cartoons for the school newspaper and continued making his own films. In 1974, while studying illustration, filmmaking and animation at Brooklyn's Pratt Institute, he entered and won the grand prize in Kodak's Teenage Movie Awards. His winning entry, entitled "For Sale," followed the antics of a phony real estate salesman who snapped his fingers to land his big deals.

      While still in college, acclaimed animation director Richard Williams was sufficiently impressed with Goldberg's work to offer him an assignment on the feature, "Raggedy Ann and Andy." This ultimately led to a four-year association (1977-81) with Williams, where he initially served as an assistant animator on the character of Raggedy Ann, working under veteran Tissa David. Moving to London, Goldberg directed, designed and animated commercials for Williams, working alongside such other animation luminaries as Art Babbitt and Warner Bros. veteran Ken Harris. Following a brief independent stint, he re-teamed with Williams in 1982 to serve as director of animation on the Emmy Award-winning television special, "Ziggy's Gift." Around this same time, Goldberg met Susan, his wife-to-be, a background painter and assistant animator who went on to work with him on the "Ziggy" project.

      The following year, Goldberg and his wife moved to London and worked for noted commercial animation director Oscar Grillo for six months. Teaming up with Mario Cavalli and Pam Dennis, he went on to open his own commercial studio which was called Pizazz Pictures. Over the next seven years, he and his partners created hundreds of memorable animated commercials for a wide-range of European and American products, winning several awards in the process.

      In 1990, Disney's animation department, which had been interested in working with him for some time, made him an offer he couldn't refuse. He and his family relocated to California, where Goldberg became the first animator assigned to the "Aladdin" project. He not only designed the Genie character but, working closely with the directors, production designer and art director, helped to define the film's unique linear style. In creating the look of the Genie and most of the other lead characters, Goldberg turned to his hero, legendary caricaturist Al Hirschfeld, for inspiration. Following that assignment, Goldberg went on to direct the 1995 Disney animated feature, "Pocahontas." His other animation credits for the Studio include a stint as supervising animator on the character of Phil, the hapless trainer of heroes, in the 1997 feature, "Hercules."

      Goldberg, his wife Susan, and their two daughters, Jenny and Rachel, live in Glendale, California.

      JAMES ALGAR (Director, "The Sorcerer's Apprentice") spent more than 40 years with The Walt Disney Studios as an animator, producer, writer and director.

      Born in Modesto, California in 1912, he studied at Stanford University in the early '30s and achieved campus-wide acclaim as the editor of The Chaparral, the university's humor magazine. Although he earned a masters degree in journalism, it was his cartooning that attracted Disney's attention. Upon his graduation on 1934, he joined the growing Disney staff of animators and was immediately assigned to "Snow White and the Seven Dwarfs." Following his stint on "The Sorcerer's Apprentice" for "Fantasia," he went on to direct sequences in "Bambi," "Victory Through Air Power," "The Adventures of Ichabod and Mr. Toad" and health films for the U.S. Armed Services and Latin American countries during the war years.

      In 1948 he helped conceive and direct "Seal Island," which won an Academy AwardŽ and spawned the internationally acclaimed "True-Life Adventure" series. For the next decade, he devoted most of his energies to nature and wildlife shorts, features and television shows. He served in various capacities on such OscarŽ-winning True-Life Adventures as "Beaver Valley," "Bear Country," "The Living Desert," "The Vanishing Prairie" and "White Wilderness." In all he shared in the winning of nine Academy AwardsŽ plus 22 other awards.

      He then wrote and co-produced "The Legend of Lobo" which was followed by one of 1963's biggest box office hits, "The Incredible Journey," for which he was also a screenwriter. After those films, he began to concentrate more on television and worked on some 26 one-hour episodes for "The Wonderful World of Disney" series, serving as producer of 14 such episodes. In 1967, he also produced the successful comedy-fantasy theatrical release, "The Gnome-Mobile."

      In addition to his contributions to motion pictures and television, he worked on many landmark Disney projects. For the 1964 World's Fair, he co-produced and wrote "Great Moments With Mr. Lincoln," Disney's Audio-Animatronics show. He produced several Circle Vision 360 productions, including "America the Beautiful" and "Magic Carpet 'Round the World," both of which he wrote and produced; and "The Hall of Presidents" attraction at Walt Disney World in Florida, which he wrote and produced.

      Most of his spare time was spent reading, completing an average of 50 fifty books a year, in addition to countless magazines, scripts and story treatments. He was a collector of early Americana books, too.

      Additionally, he was the recipient of the Thomas Edison Foundation's National Media Award, two Diploma of Merit awards at the International Edinburgh Festival, the Look Magazine Award for Outstanding Achievement in production and two Certificates of Award from the Southern California Motion Picture Council.

      Algar passed away in 1998. He received a posthumous Disney Legends Award that same year at ceremonies marking the Studio's 75th anniversary.

      FRANCIS GLEBAS (Director, "Pomp and Circumstance") makes his feature film directorial debut with this delightful musical sequence which returns Donald Duck to the big screen.

      Glebas claims to have become an artist at age 5, when he "drew a beautiful tree in first grade." At 13, he became interested in animation and also began directing other neighborhood kids in their own monster movies.

      He joined Disney in April 1990 as a storyboard artist on "Aladdin." His work on that film included the sequence "A Whole New World," which won both the OscarŽ and the Golden Globe for Best Song. He went on to work on sequences for "The Lion King" and "The Hunchback of Notre Dame," and is most proud of his work on the farewell sequence in "Pocahontas," Disney's first bittersweet ending.

      In 1975, Glebas graduated with honors from the Pratt Institute of New York, where he earned his bachelor of fine arts degree in filmmaking with a minor in architecture. He later earned masters degrees in both communication arts and business administration from the New York Institute of Technology.

      Before joining Disney, he was the head of animation for the NYIT Computer Graphics Lab, where he developed a complete course curriculum for teaching animation. There he produced more than 100 television commercials after transforming the world's first computer graphics inbetweening system, TWEEN, into a production tool. He also utilized TWEEN in the creation of "Kangaroo Buckaroo," a short cartoon he wrote and designed. In 1983, he co-founded a small advertising company, where as art director he created medical training films as well as print and video ads for local and national clients.

      As a fine artist, Glebas has displayed his work at various galleries and museums, including two showings at the Walt Disney Feature Animation Gallery. He has also won awards for his forays into independent filmmaking, including the Sweet Virginia Film Festival Award for "Guardians of the Grin," a 22-minute full-color short that he wrote, directed, animated and scored.

      GAËTAN AND PAUL BRIZZI (Directors, "The Firebird Suite") bring their artistic vision and filmmaking talents to the grand finale of "Fantasia/2000."

      Born in Paris, France, this creative duo made three award-winning shorts, "Un," "Fracture" and "Chronique 1909" early in their film career. From 1978-84, the brothers (actually identical twins) concentrated on producing commercials with the creation of their own company. They also spent time creating storyboards for Roman Polanski's film "Pirates" before going on to direct their first animated feature film, "Asterix and Cesar's Surprise" for Gaumont Productions. Their next step was to start up Brizzi Films in 1986 to produce international television shows including "Babar" for Nelvana. In 1989, they were named general managers of Disney's new Paris Animation Studio upon selling their film outfit to The Walt Disney Company. Their first Disney television project was "Ducktales: The Movie, Treasure of the Lost Lamp" (1990). They followed up with production duties on various episodes of Disney television's "Tale Spin" and "Goof Troop," as well as the specials "Winnie the Pooh and Christmas Too" and the series "Marsupilami" and "Bonkers." In 1994, they joined the Studio's Feature Animation division to work on "The Hunchback of Notre Dame" in Burbank.

      DON HAHN (Director, Host Sequences) has been helping to create "animation magic" at Disney for over two decades and has established a reputation as the most respected and successful producer working in animation today. The films that he has produced - "Beauty and the Beast," "The Lion King," "The Hunchback of Notre Dame" and "Who Framed Roger Rabbit" -- have been at the very heart of Disney's animation renaissance and have helped define the studio's exciting new direction with regard to animated features.

      Hahn began his professional career at Disney in 1976. As the producer of the 1991 animated phenomenon, "Beauty and the Beast," he was responsible for guiding a team of 600 artists and helping to create the first film of its genre to ever receive a Best Picture nomination from the Motion Picture Academy. His next producing credit was on the 1994 animated blockbuster, "The Lion King," which broke box-office records all over the world to become the top-grossing film in Disney history and one of the industry's all-time top five performers. In his role as associate producer of the wildly inventive 1988 Touchstone Pictures fantasy, "Who Framed Roger Rabbit," he was creatively involved in the production of yet another landmark motion picture.

      Born in Illinois and raised in Southern California from the age of 3, Hahn developed an interest in animation and especially music at an early age. During high school, he performed as a member of the Los Angeles Junior Philharmonic and he went on to study music and art at Cal State Northridge. He entertained the notion of becoming a professional orchestral percussionist for a time before joining The Walt Disney Studios in 1976 and beginning his career in animation on "Pete's Dragon." Hahn went on to work with legendary Disney animator/director Wolfgang "Woolie" Reitherman as assistant director on "The Fox and the Hound" (1981). He served in a similar capacity on the OscarŽ-nominated 1983 animated featurette, "Mickey's Christmas Carol."

      As a production manager, Hahn's credits include the Disney animated features "The Black Cauldron" (1985) and "The Great Mouse Detective" (1986). He also produced "Michael and Mickey," a short film combining animation and live-action, for the Sneak Preview Theater at The Disney-MGM Studios in Florida.

      In 1987, Hahn moved to London to serve a two-year stint as associate producer, along with acclaimed animation director Richard Williams, on "Who Framed Roger Rabbit." He re-teamed with the irrepressible toon rabbit again as producer of his first short film, "Tummy Trouble," which was directed by Rob Minkoff.

      In addition to his enormous accomplishments as a filmmaker, Hahn is the author of several books including Disney's Animation Magic: A Behind the Scenes Look at How an Animated Film is Made, which provides the definitive illustrated account of how these films are created. Last year, he published the inspiring Dancing Corndogs in the Night: Reawakening Your Creative Spirit.

      Hahn is currently producing the animated feature, "Atlantis: The Lost Empire," which reteams him with his "Beauty and the Beast" and "The Hunchback of Notre Dame" collaborators, directors Gary Trousdale and Kirk Wise. He is also executive producing the Disney animated feature "Kingdom in the Sun," which is scheduled for release in fall, 2000.

      Hahn, his wife, Denise, and their daughter, Emilie, live in Glendale, California.

      BRUCE BROUGHTON (Conductor, "Rhapsody in Blue") received an Academy AwardŽ nomination in 1985 for composing the music for Lawrence Kasdan's "Silverado." The Western was Broughton's debut in feature films in the midst of his acclaimed career in music and motion pictures that has spanned more than 25 years. He also earned a Grammy Award nomination for Best Instrumental Composition for his classically styled score of "Young Sherlock Holmes."

      Nominated 16 times, Broughton has received six Emmy Awards, most recently for his main title theme music for the series "J.A.G." and for his Americana score to The Hallmark Hall of Fame presentation of "O Pioneers!"

      His previous film credits for Disney include the animated feature "The Rescuers Down Under," "Homeward Bound," "Tombstone," and "Honey, I Blew Up the Kid." He has also composed and conducted scores for such films as "Miracle on 34th Street," "Baby's Day Out," "Carried Away," "The Presidio," "Narrow Margin," "Harry and the Hendersons," Michael Jackson's "Moonwalker," and "The Boy Who Could Fly." Additionally, he scored the Touchstone Pictures / Amblin Entertainment theatrical shorts "Roller Coaster Rabbit" and "Trail Mix-Up" which starred Roger Rabbit.

      His credits for series television include the main title themes for "Dinosaurs" and Steven Spielberg's "Tiny Toon Adventures," for which Broughton served as supervising composer.

      In addition to his film work, Broughton has composed a number of classical pieces which have been performed by major symphony orchestras. He is also a noted conductor and conducted the 1994 re-recording of the Twentieth Century Fox musical fanfare which has since accompanied the opening of all of that studio's films.

      Born in Los Angeles and raised in California and Hawaii, Broughton graduated cum laude in 1967 with a degree in music composition from USC Film School. He immediately launched his industry career as a music supervisor with CBS television and began writing scores for television.

      LEOPOLD STOKOWSKI (Conductor, "The Sorcerer's Apprentice") made movie history in 1940 when he teamed up with Walt Disney to create an exciting new motion picture experience. He received a special OscarŽ in 1941 "for unique achievement in creating a new form of visualized music in Walt Disney's production, 'Fantasia.'"

      A Londoner of Polish extraction, Stokowski was one of the greatest conductors of all time. After starting his career as a church organist, Stokowski got his first big break conducting the Cincinnati Symphony Orchestra in 1911. The following year, he came to the Philadelphia Orchestra and proceeded to mold it into a world class organization. His dramatic style (using spotlights on himself and his baton-less conducting hands) and innovative approaches (i.e. allowing the string section to move their bows independently) earned him a reputation as a great showman. Always interested in improving sound quality, he made several changes to the orchestra's seating arrangement to improve the clarity of the sound. In 1941, he left Philadelphia to pursue a variety of other musical projects and to guest conduct all over the world.

      A tireless innovator who dedicated himself to bringing classical music to the masses, he appeared in several motion pictures including "The Big Broadcast of 1937," "100 Men and a Girl," and "Carnegie Hall." Some critics found his style to be too flamboyant and his arrangements of the great masters (particularly his transcriptions of Bach) too radical and controversial. In his private life, he was married several times -- once to millionairess Gloria Vanderbilt -- and was linked romantically with Greta Garbo.

      Stokowski celebrated the sixtieth anniversary of his first appearance with the London Symphony Orchestra in June 1972. Four years later, at age 94, he signed a five-year contract with Columbia Records. He died on September 13, 1977, at his home in Hampshire, England.

      PETER GELB (Executive Music Producer) lends his impressive expertise in music production to "Fantasia/2000." Since March 1995, he has served as president of Sony Classical, responsible for all aspects of the label's operations. Gelb joined Sony in 1993, initially as president of Sony Classical USA and Sony Classical Film and Video.

      At Sony, Gelb has been pursuing a diverse A&R policy that features a mixture of fresh recordings of standard repertoire with well known interpreters as well as unusual and new music and developing artists. He oversees a roster, on either an exclusive or extensive basis, that includes Claudio Abbado and the Berlin Philharmonic, Emanuel Ax, Kathleen Battle, Joshua Bell, Yefim Bronfman, Placido Domingo, Jane Eaglen, Susan Graham, Zubin Mehta and John Williams, among others. Gelb also champions such contemporary composers as Elliot Goldenthal ("Fire Water Paper: A Vietnam Oratorio"), Richard Danielpour ("Concerto for Orchestra") and Tan Dun.

      Gelb continues his work as a producer of multimedia productions. Sony Classical released his production of "Marsalis on Music," a four-part educational series for television and home video, which introduced classical music and jazz through the eyes of Wynton Marsalis. His first feature film, "Voices from a Locked Room," was inspired by the double life of British critic Philip Heseltine who composed music under the name Peter Warlock.

      His television productions have earned 13 primetime Emmy Awards and have been broadcast throughout the world. He has produced over 50 musical programs featuring such artists as Vladimir Horowitz, Herbert von Karajan, Mstislav Rostropovich and James Levine with the Metropolitan Opera, to name a few. Gelb was formerly president of CAMI Video where he oversaw Vladimir Horowitz' return to the concert stage in the '80s and the recording careers of Kathleen Battle and Jessye Norman.

      From 1987 to 1993, he served as executive producer of the Metropolitan Opera television programs. His then-25 Met productions included the award-winning 1990 telecast of Wagner's "Ring."

      Among Gelb's Emmy Award-winning films are "Soldiers of Music: Rostropovich Returns to Russia" and "Vladimir Horowitz: The Last Romantic." He also produced the stage and film versions of the award-winning 1992 Saito Kinen Festival production of "Oedipus Rex."

      YEFIM BRONFMAN (Pianist) is widely regarded as one of the most talented virtuoso pianists performing today. His commanding technique and exceptional lyrical gifts have won him consistent critical acclaim and enthusiastic audiences worldwide, whether for his solo recitals, his prestigious orchestral engagements of his rapidly growing catalogue of recordings.

      Following a 1999 summer season highlighted by concerts at the Salzburg and Lucerne Festivals with Zubin Mehta and the Israel Philharmonic Orchestra, and by appearances at the BBC Proms and Hollywood Bowl, Bronfman has several major projects planned for 1999-2000. In addition to his contributions to "Fantasia/2000," he joins the Philadelphia Orchestra in celebration of its centenary where he appears as soloist with the Orchestra under Wolfgang Sawallisch on its three-week European tour in May 2000 ( as well as concerts in Philadelphia and at Carnegie Hall earlier in the season). Bronfman's European schedule includes Beethoven Concerto cycles with Lorin Maazel and the Bayerische Rundfunk Symphony Orchestra in Munich, and with the Prague Philharmonia; a tour with the Oslo Philharmonic led by Mariss Jansons, a series of recitals in Italy.

      In North America, he gives concerts with the Chicago Symphony, the Cleveland Orchestra, the Los Angeles Philharmonic, the National Symphony, the Pittsburgh Symphony and the San Francisco Symphony, as well as the orchestras of Atlanta, Milwaukee, Ottawa, Toronto and Vancouver, among others. Among his recital engagements is a series devoted to Beethoven and Berg at Alice Tully Hall, a follow-up to his highly successful three-concert series featuring music of Schumann and Prokofiev there during the 1996-97 season.

      In previous seasons, Bronfman has appeared with such celebrated ensembles as the Berlin Philharmonic, the Boston Symphony Orchestra, the Dresden Staatskapelle, the Leipzig Gewandhaus Orchestra, the London Philharmonic, the London Symphony, the New York Philharmonic, the NHK Symphony, the Orchestre de Paris, the Royal Concertgebouw Orchestra and the Vienna Philharmonic. He has worked with an equally illustrious group of conductors including Daniel Barenboim, Herbert Blomstedt, Christoph von Dohnanyi, Charles Dutoit, Christoph Eschenbach, Valery Gergiev, Mariss Jansons, Zubin Mehta, Esa-Pekka Salonen, Franz Welser-Moest and David Zinman. His summer engagements have regularly taken him to the Aspen, Bad Kissingen, Blossom, Hollywood Bowl, Mann Music Center, Mostly Mozart, Ravinia, Salzburg, Saratoga, Tanglewood and Verbier Festivals. He has also given numerous solo recitals in the leading halls of North America, Europe and the Far East, including acclaimed debuts at Carnegie Hall in 1989 and Avery Fisher Hall in 1993. In 1991 he gave a series of joint recitals with Isaac Stern in Russia, marking Bronfman's first public performances there since his emigration to Israel at age 15. That same year he was awarded the prestigious Avery Fisher Prize, one of the highest honors given to American instrumentalists.

      An exclusive Sony Classical recording artist, he has won widespread praise for his solo, chamber and orchestral recordings. He won a Grammy Award in 1997 for his recording of the three Bartok Piano Concertos with Esa-Pekka Salonen and the Los Angeles Philharmonic. His discography also includes the complete Prokofiev Piano Sonatas; all five of the Prokofiev Piano Concertos, nominated for both Grammy and Gramophone Awards; Rachmaninoff's Piano Concertos Nos. 2 and 3; recital albums featuring Mussorgsky's "Pictures at an Exhibition" and Stravinksy's "Three Scenes from Petrouchka," and Tchaikovsky's "The Seasons" paired with Balakirev's "Islamey"; and the Tchaikovsky and Arensky Piano Trios with Cho-Liang Lin and Gary Hoffman. His recordings with Isaac Stern include the Brahms Violin Sonatas from their aforementioned Russian tour, a cycle of the Mozart Sonatas for Violin and Piano and, most recently, the Bartok Violin Sonatas. To coincide with the release of the "Fantasia/2000" soundtrack, Bronfman is featured on his own Shostakovich album, performing the two Piano Concertos and the Piano Quintet. Also planned for release on Sony Classical this season is his two-piano recital with Emanuel Ax.

      A devoted chamber music performer, Bronfman has collaborated with the Emerson, Cleveland, Guarneri and Juilliard quartets, as well as the Chamber Music Society of Lincoln Center. He has also played chamber music with Yo-Yo Ma, Joshua Bell, Lynn Harrell, Shlomo Mintz, Jean-Pierre Rampal, Pinchas Zukerman and many others.

      Bronfman emigrated to Israel with is family in 1973, and made his international debut two years later with Zubin Mehta and the Montreal Symphony. He made his New York Philharmonic debut in May 1978, his Washington recital debut in March 1981 at the Kennedy Center and his New York recital debut in January 1982 at the 92nd Street Y.

      He was born in Tashkent, in the Soviet Union, on April 10, 1958. In Israel he studied with pianist Arie Vardi, head of the Rubin Academy of Music at Tel Aviv University. In the United States he studied at The Juilliard School, Marlboro and the Curtis Institute, and with Rudolf Firkusny, Leon Fleisher and Rudolf Serkin.

      Bronfman became an American citizen in July 1989.

      RALPH GRIERSON (Pianist) is a versatile musician with the ability to convincingly perform classical, jazz, rock and roll and contemporary avant garde electronic music which has put him in the musical forefront.

      Born in 1942 near Vancouver, British Columbia, he began studying music at the age of five. From the time he was 13 until he left Vancouver at 20 to attend the University of Southern California, he paid for his music lessons by playing at chorus line rehearsals, live radio and television shows for the Canadian Broadcasting Corporation and various night clubs in Vancouver.

      Grierson attended USC on scholarship, where he studied with John Crown and Ingolf Dahl and received a bachelor's of music degree and a master's of music degree. While at USC, he met another talented student, conductor Michael Tilson Thomas. The two friends would later find themselves collaborating on several important, successful works, including Stravinsky's four-hand piano reduction of "The Rite of Spring."

      He has performed with the Los Angeles Philharmonic, worked with conductors, composers and musicians like Michael Tilson Thomas, Pierre Boulez, Lukas Foss, Aaron Copeland, Steve Reich, Morton Subotnick and Pinchas Zukerman. He has performed at Carnegie Recital Hall and The Kitchen in New York, and has been part of the prestigious Monday Evening Concerts held in Los Angeles and the Ojai Festival. He was one of the original members of The New American Orchestra and was featured with them playing Gershwin's "Rhapsody in Blue" on the NBC program, "Live from Studio 8-H in New York."

      Recordings by Ralph Grierson include the previously mentioned "Rite of Spring," in addition to the Grammy-nominated "Palm Leaf Rag," and the follow-up album, "Magnetic Rag," both with the Southland Stingers and both containing music by Scott Joplin. "S'Wonderful," also nominated for a Grammy, highlights the music of George Gershwin. "Three Dances and Four Organs," contains music by John Cage and Steve Reich, and "For Ralph Grierson" features composition by Morton Subotnick, Fredrick Lesemann and William Kraft commissioned by Grierson.

      In addition, he is a first call studio musician with thousands of hours of studio session work to his credit. For his dedication to his work, his peers have honored Grierson most recently with an Emeritus Award by the National Academy of Recording Arts and Sciences, which is presented only after being awarded three Most Valuable Player Awards.

      Grierson has delved extensively into experimental electronic music including several years spent working with the Los Angeles-based group, Ishtar. This interest plus that in classical music motivated him to compose such works as, "Sometimes... Not Always," a 45-minute/four movement video performance piece that premiered at the L.A. Theater Center. He has composed music for two CBS television movies: "To Find My Son" and "Red Earth, White Sun"; and "Islands in the Sun," a promotional film commissioned for the Tahitian Film Board and "Conditioned Relaxation," a guided imagery tape in the field of music and health.

      He is a talented composer whose music reflects his involvement with a myriad of musical styles. His compositions are the summation of a truly multi-talented versatile artist.

    THE HOSTS (IN ORDER OF APPEARANCE)

      STEVE MARTIN (Host) is one of the most diversified performers in the motion picture industry today, successful not only as an actor, but also as a writer of and performer in some of the most popular movies of recent history.

      Born in Waco, Texas and raised in Southern California, he became a television writer in the late 1960s, winning an Emmy Award for his work on the hit series "The Smothers Brothers Comedy Hour." By the end of the decade he was performing his own material in clubs and on television.

      Launched by frequent appearances on Johnny Carson's "Tonight Show," Martin went on to host several shows in the innovative "Saturday Night Live" series and to star in and co-write four highly-rated television specials. When he performed on national concert tours, he drew standing room only audiences in some of the largest venues in the country.

      He won Grammy Awards for his two comedy albums, Let's Get Small and A Wild and Crazy Guy and had a gold record with his single, "King Tut."

      Martin's first film project, "The Absent-Minded Waiter," a short he wrote and starred in, was nominated for an Academy AwardŽ. In 1979, he moved into feature films, co-writing and starring in "The Jerk," directed by Carl Reiner. He starred opposite Bernadette Peters in the bittersweet musical comedy, "Pennies From Heaven." The actor then co-wrote and starred in the send-up of detective thrillers, "Dead Men Don't Wear Plaid" and the science fiction comedy "The Man With Two Brains."

      He received Best Actor Awards from both the New York Film Critics Association and the National Board of Review for his performance opposite Lily Tomlin in "All of Me." He also won rave reviews for his portrayal of a demented dentist in "Little Shop of Horrors."

      In 1987, his motion picture "Roxanne" garnered warm audience response and a Best Actor award from the Los Angeles Film Critics Association as well as the award for Best Screenplay from the Writers Guild of America. He was also the executive producer of "Roxanne."

      Most recently, he wrote and starred in the comedy "Bowfinger" opposite Eddie Murphy and Heather Graham. Some of his other films include the comedy "Planes, Trains and Automobiles," co-starring John Candy and "Parenthood." He also co-starred in "Dirty Rotten Scoundrels" with Michael Caine. In 1991, he wrote, starred in and co-executive produced the critically acclaimed "L.A. Story," which co-starred Victoria Tennant. He also starred in the hit Disney film "Father of the Bride" (which earned him a People's Choice Award for Favorite Actor in a Comedy Motion Picture) and the sequel "Father of the Bride Part 2" (nominated for Golden Globe Award). His other film credits include "Grand Canyon," "Housesitter" (won People's Choice Award for Favorite Actor in a Comedy), "Leap of Faith," "Sgt. Bilko" and "The Spanish Prisoner."

      He debuted his first original play "Picasso at the Lapin Agile," in the fall of 1993 at Chicago's prestigious Steppenwolf Theatre. Following rave reviews and extended runs in Chicago, the play was presented successfully in Boston and Los Angeles and then Off Broadway in New York.

      He was selected as Harvard University's Hasty Pudding Theatricals 1988 Man of the Year and accepted the award in February, 1989. In 1996 he was honored with the Lifetime Achievement Award by the American Film Institute's Third Decade Council at the U.S. Comedy Arts Festival.

      In addition to his acting and playwrighting talents, he is the published author of the best-seller, Pure Drivel, a collection of witty short stories.

      ITZHAK PERLMAN (Violinist) is undeniably the reigning virtuoso of the violin and enjoys superstar status rarely afforded a classical musician. Beloved for his charm and humanity as well as his talent, he has come to be recognized by audiences all over the world who respond not only to his flawless technique, but to the irrepressible joy of making music which he communicates.

      Born in Israel in 1945, Perlman completed his initial training at the Academy of Music in Tel Aviv. He came to New York and soon was propelled into the international arena with an appearance on the Ed Sullivan Show in 1958. Following his studies at the Juilliard School with Ivan Galamian and Dorothy DeLay, he won the prestigious Leventritt Competition in 1964, which led to a burgeoning worldwide career.

      Since then, he has appeared with every major orchestra and in recitals and festivals throughout the world. In November 1987 he joined the Israel Philharmonic Orchestra for history-making concerts in Warsaw and Budapest, representing the first performances by his orchestra and soloist in Eastern bloc countries. He again made history as he joined the Israel Philharmonic for its first visit to the Soviet Union April/May of 1990, and was cheered by audiences in Moscow and Leningrad who thronged to hear his recital and orchestral performances. In December 1994 he joined the Israel Philharmonic for their first visits to China and India.

      In December 1990, he visited Russia for the second time to participate in a gala performance in Leningrad celebrating the 150th anniversary of Tchaikovsky's birth. This concert, which also featured Yo-Yo Ma, Jessye Norman and Yuri Temirkanov conducting the Leningrad Philharmonic, was televised live in Europe and later broadcast throughout the world. In December 1993, Perlman visited Prague to perform in a Dvorák gala concert with Yo-Yo Ma, Frederica von Stade, Rudolf Firkusny and the Boston Symphony Orchestra conducted by Seiji Ozawa.

      Perlman has been honored with four Emmy Awards, most recently for the PBS documentary "Fiddling for the Future," a film about the Perlman Summer Music Program and his work as a teacher and conductor in that program. His previous Emmy Award recognized his dedication to Klezmer music, as featured in the PBS television special "In the Fiddler's House." This Klezmer music program was filmed in Poland in 1995 and then followed by a successful national tour in the summer of 1996, leading to the EMI release of Live in the Fiddler's House. Subsequent Klezmer tours have included concerts in Mexico, at the Hollywood Bowl and at major North American festivals.

      Perlman's recordings regularly appear on the best-seller charts and have won fifteen Grammy Awards. His most recent Grammy was awarded in 1996 for The American Album with Seiji Ozawa and the Boston Symphony Orchestra. Other recent releases include Cinema Serenade , Cinema Serenade 2 and a la Carte, a recording of short violin pieces with orchestra. In 1995 EMI honored Perlman on the occasion of his 50th birthday as Artist of the Year with the release of a 21 disc set entitled The Itzhak Perlman Collection. The release of this set coincided with "The Definitive Perlman Experience" festival in London in which he performed seven concertos in four concerts at the Royal Festival Hall.

      During the past two years, he has also appeared on the conductor's podium and through this medium he is further delighting his audiences. He has appeared as conductor/soloist at the Ravinia and OK Mozart Festivals, and with the Toronto Symphony, the Philadelphia Orchestra, National, Houston and Pittsburgh symphonies, the Israel Philharmonic and the English Chamber Orchestra.

      Numerous publications and institutions have paid tribute to Perlman for the unique place he occupies in the artistic and humanitarian fabric of our times. Newsweek magazine featured him with a cover story in April 1980 and in 1981 Musical America pictured him as Musician of the Year on the cover of its Directory of Music and Musicians . Harvard, Yale, Brandeis, Roosevelt, Yeshiva and Hebrew Universities are among the institutions which have awarded him honorary degrees. President Reagan honored him with a Medal of Liberty in 1986.

      On television, he has entertained and enlightened millions of viewers of all ages on shows as diverse as "The Late Show with David Letterman," "Sesame Street," the PBS series "The Frugal Gourmet," "The Tonight Show," the Grammy telecasts, "Live From Lincoln Center" broadcasts and the PBS specials "A Musical Toast" and "Mozart by the Masters." The PBS documentary "Perlman in Russia," which chronicled his trip to the Soviet Union with the Israel Philharmonic in 1992, was honored with an Emmy Award as Best Documentary. He was also seen by millions of viewers when he hosted the U.S. broadcast of the "Three Tenors, Encore!" live from Dodger Stadium in 1994.

      One of his proudest achievements was his collaboration with film score composer John Williams in Steven Spielberg's Academy AwardŽ-winning film "Schindler's List," in which he performed the violin solos.

      His presence on stage, camera and in personal appearances of all kinds speaks eloquently on behalf of the handicapped and disabled. His devotion to their cause is an integral part of his life.

      QUINCY JONES (Host) is an impresario in the broadest and most creative sense of the word. His career has encompassed the roles of composer, record producer, artist, film producer, arranger, conductor, instrumentalist, TV producer, record company executive, magazine founder and multimedia entrepreneur. As a master inventor of musical hybrids, he has shuffled pop, soul, hip hop, jazz, classical, African and Brazilian music into many dazzling fusions, traversing virtually every medium, including records, live performance, movies and television.

      Celebrating more than 50 years performing and being involved in music, Quincy's creative magic has spanned over six decades, beginning with the music of the post-swing era and continuing through today's high-technology, international multimedia hybrids. In the mid-50s, he was the first popular conductor-arranger to record with a Fender bass. His theme from the hit TV series "Ironside" was the first synthesizer-based pop theme song. As the first black composer to be embraced by the Hollywood establishment in the '60s, he helped refresh movie music with badly needed infusions of jazz and soul. His landmark 1989 album, Back On The Block -- named Album of the Year at the 1990 Grammy Awards -- brought such legends as Dizzy Gillespie, Ella Fitzgerald, Sarah Vaughan and Miles Davis together with Ice T, Big Daddy Kane and Melle Mel to create the first fusion of the be-bop and hip-hop musical traditions; while his 1993 recording of the critically acclaimed Miles and Quincy Live at Montreux, featured Jones conducting Miles Davis' live performance of the historic Gil Evans arrangements from the "Miles Ahead," "Porgy and Bess" and "Sketches of Spain" sessions, garnered a Grammy Award for Best Large Jazz Ensemble Performance. As producer and conductor of the historic "We Are The World" recording (the best selling single of all time) and Michael Jackson's multi-platinum solo albums, Off The Wall, Bad and Thriller (the best selling album of all time, with over 40 million copies sold), Jones stands as one of the most successful and admired creative artists/executives in the entertainment world.

      His 1995 recording, Q's Jook Joint, again showcased his ability to mold the unique talents of an eclectic group of singers and musicians, in what resulted in a retrospective of his broad and diverse career from that of a seasoned jazz musician, to skilled composer, arranger and bandleader, to acclaimed record producer. The platinum selling album featured performances by artists such as Bono, Brandy, Ray Charles, Phil Collins, Gloria Estefan, Rachelle Ferrell, Aaron Hall, Herbie Hancock, Heavy D., Ron Isley, Chaka Khan, R. Kelly, Queen Latifah, Joshua Redman, the Broadway musical troupe Stomp, SWV, Take 6, Toots Thielemans, Mervyn Warren, Barry White, Nancy Wilson, and Stevie Wonder, among others, and garnered seven Grammy nominations. His most recent recording, From Q With Love is a collection of 26 love songs that he recorded over the last 32 years of his more than 50 year career in the music business.

      Jones was born on March 14, 1933, in Chicago and brought up in Seattle. While in junior high school, he began studying trumpet and sang in a gospel quartet at age 12. His musical studies continued at the prestigious Berklee College of Music in Boston, where he remained until the opportunity arose to tour with Lionel Hampton's band as a trumpeter, arranger and sometime-pianist. He moved to New York and the musical "big leagues" in 1951, where his reputation as an arranger grew. By the mid '50s, he was arranging and recording for such diverse artists as Sarah Vaughan, Ray Charles, Count Basie, Duke Ellington, Big Maybelle, Dinah Washington, Cannonball Adderly and LeVern Baker.

      In 1957, he decided to continue his musical education by studying with Nadia Boulanger, the legendary Parisian tutor to American expatriate composers such as Leonard Bernstein and Aaron Copeland. To subsidize his studies he took a job with Barclay Disques, Mercury's French distributor. Among the artists he recorded in Europe were Charles Aznavour, Jacques Brel and Henri Salvador, as well as such visitors from America as Sarah Vaughan, Billy Eckstine and Andy Williams. His love affair with European audiences continues. Since 1991 he has been associated with the Montreux Jazz and World Music Festival where he serves as co-producer.

      He won the first of his many Grammys in 1963 for his Count Basie arrangement of "I Can't Stop Loving You." His three-year musical association as conductor and arranger with Frank Sinatra in the mid-'60s also teamed him with Basie for the classic Sinatra At The Sands, containing the famous arrangement of "Fly Me To The Moon," the first recording played by astronaut Buzz Aldrin when he landed upon the moon's surface in 1969.

      When he became vice president at Mercury Records in 1961, he became the first high-level black executive of an established major record company. Toward the end of his association with the label, Jones turned his attention to another musical area that had been closed to blacks -- the world of film scores. In 1963, he started work on the musical for Sidney Lumet's "The Pawnbroker" and it was the first of his 33 major motion picture scores. In 1985, he co-produced Steven Spielberg's adaptation of Alice Walker's "The Color Purple," which won 11 OscarŽ nominations, introduced Whoopi Goldberg and Oprah Winfrey to film audiences, and marked Jones' debut as a film producer. In 1991 he helped launch NBC's hit series "The Fresh Prince of Bel Air," on which he served as an executive producer.

      In 1990, Jones formed Quincy Jones Entertainment, a co-venture with Time-Warner. The new company, where Jones served as CEO and chairman, had a wide-ranging multimedia agenda encompassing programming for current and future technologies, including motion pictures and network, cable and syndicated television. Quincy Jones Entertainment produced NBC's "The Fresh Prince of Bel Air," UPN's "In The House," Fox TV's "Mad TV" and the late night strip "VIBE TV."

      In 1992, he executive produced the "An American Revolution" concert at Lincoln Memorial, an all-star concert and celebration that was the first official event of the presidential inaugural celebration and drew widespread acclaim as an HBO telecast.

      Additionally, Jones is the publisher of VIBE, SPIN and BLAZE magazines.

      His film projects include adaptations of the Ralph Ellison novel Juneteenth, David Halberstam's The Children for HBO, a bio pic on 19th century Russian poet Alexander Pushkin, "Pimp" and "Seeds of Peace" for Showtime, among others. In 1996 he executive produced the "68th Annual Academy Awards" program.

      As a record company executive, Jones remains highly active in the recording field as the guiding force behind his Qwest Records, which boasts such artists as New Order, Tevin Campbell, Milt Jackson, Andre Crouch, Gregory Jefferson and Justin Warfield. The label's release of the "Boyz N the Hood" soundtrack album was among the most successful soundtrack recordings of 1991. Qwest Records also released the soundtracks for "Sarafina!" and "Malcolm X."

      In 1994, Jones led a group of businessmen including Hall of Fame football player Willie Davis, producer Don Cornelius and journalist Geraldo Rivera in the formation of Qwest Broadcasting, one of the largest minority owned broadcasting companies in the U.S. Jones serves as chairman and CEO of Qwest Broadcasting.

      Jones is also the recipient of numerous accolades including an Emmy for his score of the opening episode of "Roots," seven OscarŽ nominations, A.M.P.A.S.' Jean Hersholt Humanitarian Award, 26 Grammy Awards, N.A.R.A.S.' prestigious Trustees Award and The Grammy Living Legend Award. He is the all-time most nominated Grammy artist with a total of 77 nominations. France awarded him its most distinguished title, the Legion

      d' Honneur. He was also given the French Ministry of Culture's Distinguished Arts and Letters Award, the Royal Swedish Academy of Music's coveted Polar Music Prize and the Republic of Italy's Rudolph Valentino Award.

      His life and career were chronicled in the critically acclaimed film, "Listen Up: The Lives of Quincy Jones."

      BETTE MIDLER (Host) has been captivating audiences for nearly three decades. Since bursting on the scene in the early '70s as the outrageous chanteuse "The Divine Miss M," she has gone on to become an internationally recognized superstar of film, television, concerts and recordings. Her diverse talents have earned her two Academy AwardŽ nominations, two Emmy Awards, four Grammy Awards, a Tony Award, four Golden Globe Awards and the respect and admiration of her peers in the entertainment industry.

      Born and raised in Honolulu, Hawaii, Midler was determined from an early age to go on the stage. After a year of studying drama at the University of Hawaii, she was cast as an extra in George Roy Hill's film, "Hawaii," playing a missionary's seasick wife. The role required her to be in Los Angeles during the final shooting, and not long after, she moved to New York City in 1965.

      Within a matter of months, she made her New York stage debut in Tom Eyen's "Miss Nefertiti Regrets" and went on to take over the role of Tzeitel in Jerome Robbins' hit Broadway musical "Fiddler on the Roof." Following singing engagements at several popular New York cabarets, she opened a record-breaking run at New York's Continental Baths, creating such a sensation that she was soon touring the country and signing a contract with Atlantic Records.

      In 1973, she won a Grammy Award for Best New Artist for her 1972 debut album "The Divine Miss M," which later earned platinum. That same year, she received a special Tony Award for her appearance at Broadway's Palace Theater. Midler's meteoric career escalated during the next four years with her "Clams on the Half Shell" revue, "The Fabulous Bette Midler Show" for HBO, the Emmy-winning television special "Ol' Red Hair is Back" and five more record albums (Bette Midler, Songs for the New Depression, Live At Last, Broken Blossom and Thighs and Whispers). In 1979, her portrayal of the tormented, self-destructive rock singer in Mark Rydell's "The Rose" earned her an Academy AwardŽ nomination and two Golden Globes (Best Actress and Newcomer of the Year), and the soundtrack for the film went platinum.

      That same year, she opened "Divine Madness" on Broadway and starred in its motion picture adaptation. She received a second and third Grammy for the title songs from "The Rose" and "Blueberry Pie" (which she performed on the children's album In Harmony) and she starred in "Jinxed."

      She has written two books, A View From A Broad, memoirs of her European tour, and The Saga of Baby Divine, a children's book; recorded a comedy record "Mud Will Be Flung Tonight" and in 1984 began an association with Walt Disney Studios which led to a string of successful film comedies, including "Down and Out in Beverly Hills," "Ruthless People," "Outrageous Fortune" and "Big Business." Her other film credits include "The First Wives Club" and "Isn't She Great?"

      In 1985, she formed her own production company, All Girl Productions, and starred in and produced the film "Beaches." The "Beaches" soundtrack album reached #2 on the record charts, and the song "Wind Beneath My Wings" rocketed to #1. She followed "Beaches" with the mother/daughter drama "Stella," a remake of the 1937 classic "Stella Dallas," and "Scenes from a Mall." More recently, All Girl Productions produced the feature film "That Old Feeling"; co-produced the hit film "Man of the House"; and in 1997, the HBO concert film "Diva Las Vegas," which earned 10 Emmy nominations, the most for a special that year.

      In 1993, she embarked on her first national concert tour in ten years, "Experience the Divine." The record-breaking tour included an unprecedented, sold-out, six-week stint at Radio City Music Hall that broke all existing box office records for a concert by an individual, selling more than $11 million in tickets. Concurrent with the tour, Atlantic Records released Experience the Divine - Bette Midler's Greatest Hits. Midler is currently on the road with her "The Divine Miss Millennium Tour" and in 1998 released the album, Bathhouse Betty.

      She is married to Martin Von Haselberg and has a daughter, Sophie. They live in New York.

      JAMES EARL JONES (Host) is among the world's most celebrated and popular actors. Winner of two Tony Awards as best actor for his roles in "Fences" and "The Great White Hope," he first came to prominence as a classical actor appearing in memorable stage productions of "Richard III," "A Midsummer Night's Dream" and "Much Ado About Nothing." His other notable stage credits include "Moon on a Rainbow Shawl," for which he received a Theatre World Award, "Clandestine on the Morning Lane," "Baal" and "Othello" (each of which garnered him the Obie Award) and Athol Fugard's "Master Harold ... and the Boys."

      An equally powerful presence on screen, Jones made his feature film debut in 1964 with a role in Stanley Kubrick's "Dr. Strangelove." In addition to providing the unforgettable voice for Darth Vader in the "Star Wars" trilogy, his film credits include "The Comedians," "The Great White Hope" (in which he reprised his acclaimed stage role and won a Golden Globe Award and an OscarŽ nomination), "Claudine," "The River Niger," "The Greatest," "A Piece of the Action," "Gardens of Stone," "Coming to America," "Three Fugitives," "The Hunt for Red October," "Patriot Games," "Sneakers," "Sommersby," "Field of Dreams," "Meteor Man," "Excessive Force," "Clean Slate," "Clear and Present Danger," "Jefferson in Paris," "Cry, The Beloved Country" and "A Family Thing."

      On television, Jones appeared in NBC's "Merlin" and "An American Moment." He earned an Emmy Award for his role on "Gabriel's Fire" and then starred in "Pros & Cons." His numerous made-for-television movie credits include "What the Deaf Man Heard," "Confessions: Two Faces of Evil" and "The Vernon Johns Story," as well as "Hallelujah," TNT's "Percy and Thunder" and "Heat Wave" (won another Emmy Award), "Last Flight Out," "By Dawn's Early Light" and "The Ivory Hunters." His distinctive voice of authority is also heard as the narrator of innumerable television specials.

      Born in Arkabutla, Mississippi and raised in Manistee, Michigan, Jones attended the University of Michigan.

      PENN & TELLER (Hosts) are a couple of eccentric guys who learned how to do a few cool things. Together since 1975, their award-winning theater show has been a long running hit on and off Broadway. The duo keeps a busy touring schedule, performing live more than 100 times this year alone.

      Favorite guests on "The Tonight Show with Jay Leno," "The Late Show with David Letterman" and "Live! with Regis and Kathie Lee," Penn & Teller have made dozens of television appearances including "Late Night with Conan O'Brien," "The Today Show" and "Saturday Night Live." Penn & Teller are also frequent guests on several popular television series, having appeared as Drell and Skippy in the hit ABC series, "Sabrina, The Teenage Witch"; as attorneys Fenn & Geller on "The Drew Carey Show"; as well as appearances on "Friends," "Dharma & Greg," "Babylon 5," "Home Improvement" and "The Simpsons." "Penn & Teller Get Killed," directed by Arthur Penn, saw the pair in their big screen debut.

      The 1985 PBS special, "Penn & Teller Go Public," won two Emmys and the International Golden Rose. Other television projects have included their Emmy nominated variety series, "Penn & Teller's Sin City Spectacular," the ABC special "Penn & Teller's Home Invasion," the Showtime movie "Penn & Teller's Invisible Thread" and NBC's "Don't Try This At Home," the PBS Children's series "Behind The Scenes" and "The Unpleasant World of Penn & Teller" and "Penn & Teller's Phobophilia," both for Britain's Channel 4.

      Penn & Teller have written two best-selling books, Cruel Tricks for Dear Friends and How To Play With Your Food. Their newest book, How To Play in Traffic is a collection of practical jokes, miracles and anecdotes that makes travel funnier that ever before.

      Penn & Teller also appear as evil magicians Paine & Terrore in "Steven Spielberg's Director's Chair," a CD-ROM by DreamWorks Interactive. The duo serve as visiting scholars at MIT, which is the highest honor bestowed by the school and were recently named two of the funniest people alive in Entertainment Weekly.

      ANGELA LANSBURY (Host) is one of Hollywood's most respected and beloved actresses. Her distinguished career includes successes in virtually every area of the entertainment spectrum. She has received an unprecedented four Tony Awards, three Academy AwardŽ nominations as well as 10 Emmy Award nominations for her many outstanding television appearances.

      Lansbury was born in London, the daughter of a British lumber merchant and a famous stage actress named Moyna Macgill, who was the toast of the London stage in the 1920s and '30s. She began her own training as an actress at the Webber-Douglas School for Dramatic Arts but was interrupted by the start of World War II; along with her twin brothers Bruce and Edgar, the family moved to the United States. There, the young aspiring actress enrolled at the Feagin School of Dramatic Arts in New York. Eventually, she joined the rest of the family in California.

      In l944, director George Cukor cast the teenage actress as Nancy in "Gaslight," and she became a contract player at MGM. This first movie role won her an Academy AwardŽ nomination for best supporting actress.

      Lansbury received a second OscarŽ nomination for her portrayal of Sybil Vane in "The Picture of Dorian Gray" (1945). A variety of other films followed including "National Velvet," "The Harvey Girls," "State of the Union," "Samson and Delilah," "The Court Jester," "The Long Hot Summer," "The Manchurian Candidate" (for which she received her third Academy AwardŽ nomination), "The World of Henry Orient," "Dear Heart," "Mister Buddwing," "Something for Everyone," "Death on the Nile," "The Lady Vanishes," "The Mirror Crack'd," "The Pirates of Penzance" and "The Company of Wolves." In 1971, she began her association with Disney when she starred as amateur witch Eglantine Price in the musical fantasy "Bedknobs and Broomsticks." In addition to lending her voice to the delightful Mrs. Potts in Disney's "Beauty and the Beast" and the direct-to-video "Beauty and the Beast: The Enchanted Christmas," she has also provided the voice for the Dowager Empress Marie in the animated film "Anastasia." In all, she has appeared in more than 40 feature films. She recently received a British Academy AwardŽ for her lifetime achievement in motion pictures.

      In 1994 Lansbury was appointed a C.B.E. (Commander of the British Empire) by Her Majesty Queen Elizabeth.

      In 1957 she won critical acclaim for her Broadway debut in "Hotel Paradiso" in which she starred opposite Bert Lahr. Three years later, at the urging of producer David Merrick, she returned to the Broadway stage to star in the drama "A Taste of Honey." She continued to demonstrate her versatility as a performer with her next stage role in the Arthur Laurents/Stephen Sondheim musical "Anyone Can Whistle."

      The actress became a certified Broadway star and won the first of her four Tony Awards in 1966 with her tour de force performance as Mame Dennis in the hit musical "Mame." She went on to win other Tonys as best actress in a musical for her work in "Dear World," the revival of "Gypsy" and "Sweeney Todd." Among her other prestigious stage credits, Lansbury starred as Gertrude in Peter Hall's 1975 National Theater Company production of "Hamlet" at the Old Vic and appeared with Dame Peggy Ashcroft in the Royal Shakespeare Company's production of Edward Albee's "All Over."

      In the area of television, Lansbury spent many successful seasons as Jessica Fletcher in the hit CBS series "Murder, She Wrote." She recently starred in "The Unexpected Mrs. Pollifax" and "Mrs. Santa Claus." Her other credits run the gamut from many prestigious "Golden Age" series ("Robert Montgomery Presents," "Four Star Playhouse," "Studio 57" and "Playhouse 90") to the miniseries "Little Gloria...Happy at Last" and the broadcast presentation of "Sweeney Todd." She has also starred in such specials and miniseries as "A Talent for Murder" (with Laurence Olivier), "The Gift of Love: A Christmas Story," "Lace," "Rage of Angels II," the Hallmark Hall of Fame drama "The Shell Seekers" and "The Love She Sought" (with Denholm Elliot).

      Lansbury and her husband, former MGM production executive Peter Shaw, have three children and live in Los Angeles. Her family-run production company, Corymore Productions, is currently housed at Universal Studios.