Once Upon a Studio is a 2023 live-action/animated short film produced by Walt Disney Animation Studios to commemorate the 100th anniversary of the Walt Disney Company. Described as a “love letter” to the company’s flagship studio, the short features Mickey Mouse assembling miscellaneous characters from a vast majority of the studio’s works made up to that point for a centennial group photo—making for a joyful, entertaining and emotional reunion.
The short features various characters from all 62 feature films (including the then-forthcoming Wish), numerous short films, and even some live-action Disney films featuring animation produced by the studio such as The Reluctant Dragon, Mary Poppins, Bedknobs and Broomsticks, and Pete’s Dragon, with the exceptions of Song of the South, So Dear to My Heart, Who Framed Roger Rabbit?, and Enchanted.
The film was dedicated in memory of Burny Mattinson, the company’s longest-serving employee, who makes a cameo in the short and died eight months prior to the short’s release. This is also the final work of Richard M. Sherman before his death in 2024.
Plot[]
Taking place in Burbank, California on October 16th, 2023 (the day the Walt Disney Company turned 100 years old), employees from the Roy E. Disney Animation building as their usual workday is done. Burny Mattinson muses “If these walls could talk…” after an intern talks to him about the studio’s great history throughout the century. Inside the studio, just seconds after the doors close and all is quiet, Mattinson’s wish comes true. Mickey Mouse, seen in a production cel from Mickey’s Birthday Party (1942), comes to life and calls Tinker Bell. He asks her if all of the employees are gone, to which she replies yes with a nod. Excited, Mickey and his girlfriend Minnie Mouse jump out of the picture, and Minnie then gathers many characters from the studio’s filmography to all meet in the lobby.
Tiana, Pinocchio, Judy Hopps, Nick Wilde and Louis are the first characters to respond to the signal. Mickey then calls to Bambi, Flower and Thumper, the latter of whom calls to Orville, Bernard and Bianca. Minnie, along with Bolt, Mittens and Rhino, enlists Peter Pan to gather everyone from upstairs. He complies, then flies off with Wendy, John and Michael. During this time, several gags of various characters interacting with each other happen all throughout the studio, which include;
- Sisu runs happily down the hall, followed by Jim Hawkins riding his solar cruiser. Maui changes into his hawk form, flies into the hall and reminds Aladdin and Abu to meet in the lobby. The former says they’ll see him there while sliding down a staircase before hopping off and rolling atop one of the rock trolls. Vanellope von Schweetz and Dodger ride in the former’s candy kart while Elliott gives Cody a ride on his back. Wayne and Lanny slide down on their cables, and the Ocean drops Moana into hall along with Flounder.
- Moana quickly searches for water and approaches Merlin, who is in the Snuggly Duckling coffee area with his sugar bowl, the Mad Hatter, the March Hare, Lucille Krunklehorn, Mrs. Potts, her son Chip and Cogsworth. She asks him for water and he graciously casts a spell “Chapeaulius Bowlius,” summoning water in the Mad Hatter’s hat for Flounder to swim in. Pleased by this, the Hatter then tells a passing penguin waiter carrying a plate of spaghetti and meatballs “There’s a carp in my cap.”
- After passing by Stromboli, who becomes quite irritated when the studio vending machine will not produce a snack, Anna asks Elsa if she thinks all of the villains will attend the group photo, and the latter freezes Hans in his frame (most likely because she is worried about seeing him again after he tried to kill them in their film).
- Donald steps aboard an elevator alongside Carl, Terk, Humphrey the Bear, Ranger J. Audubon Woodlore and Mother Gothel. At that moment, Flash calls out to them from across the hall and asks them to hold the elevator as he slowly takes his time getting there, much to Donald’s annoyance.
- Olaf is cheerfully drawing on an animator’s office desk, humming “Friend Like Me” and using a book copy of Disney Animation: The Illusion of Life to boost his height just as the Robin Williams Lost Boy, Timon and Pumbaa are passing by. Timon tells him to “shake a leg,” to which Olaf replies “The leg won’t make a difference. It’s all in the wrist.,” as Genie bursts out of his drawing, causing Olaf to fall out of his chair and tumble to the floor in pieces. Genie generously uses his magic to put the snowman back to together, much to the latter’s amusement.
- As Prince John, Thomas O’Malley, Chicken Little, Milo Thatch, Happy and the Headless Horseman freshen up in the men’s room for the picture with Gaston, the latter sings about himself while doing so, until the Cheshire Cat appears in front of his face laughing. Minnie then opens the door with her eyes covered, telling them to “move it.”
- As Christopher Robin, Kanga and Eeyore try to free Winnie the Pooh from his picture, Antonio Madrigal talks to Cinderella’s bird friends, Meeko, Cri-Kee, Pascal and Pua about meeting in the lobby. He then turns attention over to Joanna and tells her not to eat Jaq and Gus, before the lizard is spooked by an angrily barking Pluto.
- As MacBadger, Ratty, Moley, Ryder, Honeymaren, Sven and Kristoff pass by some Dalmatian puppies watching “Night on Bald Mountain” on a TV screen, Sven warns them that they’re “gonna have nightmares” before Chernabog pokes his head out of the screen and scares them away. As the frightened pups run down the hall in terror, they run over Scrooge McDuck as he just comes out of his picture. In the chaos, he accidentally drops his money bags, which are taken by Robin Hood and Little John.
- By this point, Flash finally makes it into the elevator, much to everyone’s else exasperation, especially Donald who he thanks for holding the elevator. Baymax then squeezes himself into the elevator seconds after Flash makes it, finally causing Donald to lose his temper and break out into a quacking fit as the fully-occupied elevator closes its doors.
- As Ursula is followed by a lovestruck Splat, much to her annoyance, Cinderella and Prince Charming follow them down a staircase, where the latter drops one of his shoes, much to their amusement. Before he can put it back on, Max excitedly takes the shoe and runs off with it, to which Charming calls for Eric to “get his dog” while Cinderella amusedly cheers for Max.
- Mickey chuckles at this before seeing Kaa leading a hypnotized Clarabelle Cow down the hall. He desperately tells him to stop, but Rapunzel reassures Mickey before hitting the snake with her frying pan offscreen.
As everyone gathers in the lobby, Mickey approaches a portrait of the company’s late founder, Walt Disney. In a tender, private and somber moment, he take off his hat to pay his respects and thanks him, fondly remembering his legacy before Minnie calls for him. Mickey then takes his leave, declaring “On with the show,” foreshadowing the Walt Disney Company’s bright future ahead. Mickey flies down to the lobby on Dumbo’s back to get ahead of the vast crowd of characters. After being told by Raya that “the coast is clear,” everyone heads outside to take the group photo together. However, think backfire as Goofy tries to find the timer on the camera, then accidentally falls off the ladder and breaks it, much to everyone’s disappointment. As the others start to head back inside, thinking that the group photo is cancelled, Mickey tries to reassure them that everything will be fine, but rapidly loses hope.
At that moment, Alan-a-Dale begins playing “When You Wish Upon a Star” on his lute, followed by Scat Cat on his trumpet, Mirabel Madrigal on her accordion, and Hathi, Jr. using his trunk as a trumpet as the others return to listen. One by one, they then take turns singing the song’s lyrics: first Belle and Beast (much to Hades’ annoyance), followed by Quasimodo, Pocahontas, Ariel, Scuttle (unnecessarily squawking), Baloo and Mowgli. As the background chorus then begins to sing, the other characters help undo Goofy’s mistake, with the magic brooms from Fantasia sweeping up the broken camera pieces into a pile, Fix-It Felix, Jr. using his magic hammer to repair it to its original state, Hercules repositioning the ladder with his super strength, and the Fairy Godmother using her magic wand to help lift Goofy over the ladder as he place the camera on top and sets the timer.
The group photo in front of the studio that concludes the short, featuring over 500 characters.
The short then concludes with entire cast singing the last verse of the song and smiling for the photo, Tinker Bell using her wand to match cut to the finished photo, and a tagline that reads “To all who imagined with us, laughed with us, and dreamed with us, Thank You.”
Songs[]
- “Friend Like Me”
- “Gaston”
- “Trust in Me”
- “When You Wish Upon a Star”
Cast and character appearances[]
Live-action actors[]
- Burny Mattinson as himself
- Renika Williams as a Disney intern
- Dan Abraham and Trent Correy (the short’s directors) as themselves, making cameo appearances holding the door for Mattinson and Williams.
Voice cast[]
According to Disney, 543 characters from cartoon shorts, animated features and hybrid films appear in the short. Because nearly 3-9 decades had passed since the debuts of their original Disney animated franchises, a new cast of voice actors are used for almost all the animated Disney characters from the 1920s-1980s, along most of the original voices from the late 1980s to 2020s reprising their respective roles, while some exceptions, due to the returning cast members from Walt Disney’s lifetime being either retired or deceased at the time of this short’s release, have archival recordings of their voice work used instead. The following characters that appear and their respective voices are as follows:
Animated shorts[]
Oswald the Lucky Rabbit
- Oswald
Mickey Mouse & Friends
- Mickey Mouse (Mickey’s Birthday Party design, voiced by Chris Diamantopoulos)
- Donald Duck (Mickey’s Birthday Party design, voiced by Tony Anselmo and Clarence Nash, archival recordings)
- Goofy (Mickey’s Birthday Party design, voiced by Bill Farmer and Hannes Schroll as his signature holler, archival recordings, uncredited)
- Minnie Mouse (Mickey’s Birthday Party design, voiced by Kaitlyn Robrock)
- Daisy Duck (Mr. Duck Steps Out design)
- Pluto (1940s design, voiced by Bill Farmer)
- Chip & Dale (1950s design)
- Pete (Officer Duck design)
- Scrooge McDuck (Mickey’s Christmas Carol design, voiced by Alan Young, archival recordings)
- Huey, Dewey, and Louie (1950s/DuckTales design)
- Ludwig von Drake (An Adventure in Color design)
- Clarabelle Cow (Mickey’s Birthday Party design)
- Horace Horsecollar (Mickey’s Birthday Party design)
- Clara Cluck (Mickey’s Birthday Party design)
- Humphrey the Bear (1950s design)
- J. Audubon Woodlore (1950s design)
- Spike the Bee (Inferior Decorator design)
Miscellaneous shorts
- Four skeletons from The Skeleton Dance
- Fiddler, Fifer, and Practical Pig, and the Big Bad Wolf from Three Little Pigs
- Boy Tree and Lady Tree from Flowers and Trees
- The Ugly Duckling from the short of the same name
- Ferdinand the Bull from the short of the same name
- Lambert Lion (as an adult) from Lambert the Sheepish Lion
- Susie the Little Blue Coupe from the short of the same name
- Benjamin Franklin and Amos Mouse from Ben and Me
- The Small One from the short of the same name
- The Robin Williams Lost Boy from Back to Never Land
- John Henry from the short of the same name
- Wayne and Lanny from Prep & Landing
- Nessie from The Ballad of Nessie
- George and the lipstick paper airplane from Paperman
- Winston from Feast
- Paul from Inner Workings
- Art and Dot from Us Again
Animated feature films[]
Snow White and the Seven Dwarfs
- Snow White (voiced by Natalie Babbitt Taylor)
- Bashful
- Sleepy
- Doc
- Grumpy (voiced by Josh Robert Thompson)
- Happy
- Dopey
- Sneezy
- The Prince
- The Evil Queen (as the Wicked Witch)
- Pinocchio (voiced by Griffen Campbell)
- Jiminy Cricket (voiced by Cliff Edwards, archival recordings)
- Geppetto
- Figaro
- Cleo
- The Blue Fairy
- Honest John
- Gideon
- Stromboli (voiced by Charles Judels, archival recordings)
Fantasia and Fantasia 2000
- Yen Sid
- Three Magic Brooms
- Melinda
- Brudus
- Bacchus
- Jacchus
- Hyacinth Hippo
- Ben Ali Gator
- Madame Upanova
- Chernabog
- Duke
- Joe
- Flying John
- Rachel
Dumbo
- Dumbo
- Timothy Q. Mouse
Bambi
- Bambi
- Thumper (voiced by Ian R’Mante and Peter Behn, archival recordings)
- Flower (voiced by Stan Alexander, archival recordings)
- Friend Owl
Saludos Amigos and The Three Caballeros
- José Carioca
- Panchito Pistoles
- Pedro
Make Mine Music
- Casey
- Peter
- Sasha
- Sonia
- Ivan
- Johnny Fedora
- Alice Blue Bonnet
- Bongo
- The Golden Harp
Melody Time
- Joe
- Jenny
- Johnny Appleseed
- Pecos Bill
- Slue-Foot Sue
- Widowmaker
The Adventures of Ichabod and Mr. Toad
- J. Thaddeus Toad (voiced by Eric Blore, archival recordings)
- Angus MacBadger
- Ratty
- Moley
- Cyril Proudbottom
- Ichabod Crane
- Katrina van Tassel
- Brom Bones
- The Headless Horseman
Cinderella
- Cinderella (voiced by Jennifer Hale)
- Prince Charming (voiced by Keith Ferguson)
- Jaq and Gus (voiced by Jimmy MacDonald, archival recordings)
- Perla (credits only)
- Two bluebirds
- Lady Tremaine
- Anastasia Tremaine
- Drizella Tremaine
- Lucifer
- The Fairy Godmother
- Alice
- The White Rabbit
- TweedleDee and TweedleDum
- The Cheshire Cat (voiced by Sterling Holloway, archival recordings)
- The Mad Hatter (voiced by Alan Tudyk)
- The March Hare
- The Queen of Hearts
- The King of Hearts
- Peter Pan (voiced by Lee Slobotkin and Bobby Driscoll, archival recordings)
- Tinker Bell
- Wendy Darling
- John Darling
- Michael Darling
- Nana
- The Lost Boys
- Captain Hook
- Mr. Smee
- Tick-Tock Croc
Lady and the Tramp
- Lady
- Tramp
- Jock
- Trusty (voiced by Bill Baucom, archival recordings)
- Peg
Sleeping Beauty
- Aurora
- Prince Philip
- Flora (voiced by Verna Felton, archival recordings), Fauna, and Merryweather (voiced by Barbara Luddy, archival recordings)
- Maleficent
- Pongo
- Perdita
- Dalmatian puppies
- Roger Radcliffe
- Anita Radcliffe
- Nanny
- Cruella de Vil
- Arthur Pendragon
- Merlin (voiced by Jim Meskimen)
- Archimedes
- Merlin’s sugar bowl
- Madam Mim
Winnie the Pooh franchise
- Winnie the Pooh (voiced by Jim Cummings and Sterling Holloway, archival recordings)
- Piglet
- Tigger
- Rabbit
- Eeyore (voiced by Jim Meskimen)
- Kanga
- Roo
- Owl
- Gopher
- Christopher Robin
The Jungle Book
- Mowgli (voiced by Phoenix Reisser)
- Baloo (voiced by Jim Cummings)
- Bagheera
- King Louie
- Colonel Hathi
- Winifred
- Hathi, Jr.
- Shere Khan
- Kaa (voiced by Sterling Holloway, archival recordings)
- Shanti
The Aristocats
- Duchess
- Thomas O’Malley
- Marie
- Toulouse
- Berlioz
- Roquefort
- Scat Cat
- Edgar Balthazar
- Robin Hood (voiced by Daniel Wolfe)
- Maid Marian
- Little John (voiced by Richard Epcar)
- Lady Kluck
- Friar Tuck
- Alan-A-Dale
- Skippy
- Sis
- Tagalong
- Toby Turtle
- Prince John
- Sir Hiss
- The Sheriff of Nottingham
The Rescuers and The Rescuers Down Under
- Bernard (voiced by Bob Newhart, archival recordings)
- Miss Bianca
- Orville
- Penny
- Envinrude
- Madame Medusa
- Mr. Snoops
- Cody (voiced by Adam Ryen, archival recordings)
- Jake
- Percival C. McLeach
- Joanna (voiced by Frank Welker, archival recordings)
- Wilbur
The Fox and the Hound
- Tod
- Copper
- Big Mama
- Dinky
- Boomer
- Squeaks
- Taran
- Princess Eilonwy
- Fflewddur Fflam
- Gurgi
- Hen Wen
- The Horned King
- Creeper
The Great Mouse Detective
- Basil
- David Q. Dawson
- Olivia Flaversham
- Professor Ratigan
- Fidget
Oliver & Company
- Oliver
- Dodger (voiced by Billy Joel, archival recordings)
- Tito
- Rita
- Francis
- Einstein
- Georgette
The Little Mermaid
- Ariel (voiced by Jodi Benson)
- Prince Eric
- Sebastian
- Flounder (voiced by Luke Lowe)
- Scuttle (voiced by Jess Harnell)
- Max (voiced by Frank Welker, archival recordings)
- Ursula (voiced by Pat Carroll, archival recordings)
Beauty and the Beast
- Belle (voiced by Paige O’Hara)
- The Beast (voiced by Robby Benson)
- Lumiere
- Cogsworth (voiced by Bob Joles)
- Mrs. Potts
- Chip Potts
- Fifi
- Maurice
- Gaston (voiced by Richard White)
- LeFou
Aladdin
- Aladdin (voiced by Scott Weinger)
- Jasmine
- Genie (voiced by Robin Williams, archival recordings)
- Abu (voiced by Frank Welker, archival recordings)
- Rajah
- The Magic Carpet
- The Sultan
- Jafar
- Iago (voiced by Piotr Michael)
The Lion King
- Simba (as a cub)
- Nala (as a cub)
- Zazu
- Rafiki (voiced by Robert Guillaume, archival recordings)
- Timon (voiced by Nathan Lane)
- Pumbaa
- Scar (voiced by Jeremy Irons)
- Shenzi, Banzai, and Ed
Pocahontas
- Pocahontas (voiced by Judy Kuhn)
- John Smith
- Meeko
- Flit
- Nakoma
- Chief Powhatan
- Governor Ratcliffe
- Percy
The Hunchback of Notre Dame
- Quasimodo (voiced by Tom Hulce)
- Esmerelda
- Phoebus
- Frollo
- Victor, Hugo, and Laverne
- Djali
Hercules
- Hercules
- Megara
- Pegasus
- Philoctetes
- Zeus
- Hades (voiced by James Woods)
- Pain and Panic
Mulan
- Mulan (voiced by Lea Salonga)
- Mushu
- Cri-Kee
- Li Shang
- Yao, Ling, and Chien Po
Tarzan
- Tarzan
- Jane Porter
- Terk
- Tantor
- Kala
- Kerchak
- Clayton
Dinosaur
- Aladar
- Plio
- Yar
- Zini
- Suri
The Emperor’s New Groove
- Kuzco (voiced by David Spade, archival recordings)
- Pacha
- Yzma
- Kronk
Atlantis: The Lost Empire
- Milo Thatch
- Kida Nedakh
- Joshua Sweet
- Vincenzo Santorini
- Audrey Ramirez
- Cookie
- Gaetan Molière
- Wilhelmina Packard
Lilo & Stitch
- Lilo Pelekai
- Stitch (voiced by Chris Sanders, archival recordings)
- Nani Pelekai
- David Kawena
- Jumba Jookiba
- Pleakley
Treasure Planet
- Jim Hawkins (voiced by Joseph Gordon-Levitt, archival recordings)
- John Silver
- Dr. Delbert Doppler
- Captain Amelia
- Morph
- B.E.N.
Brother Bear
- Kenai
- Koda
- Rutt and Tuke
- Maggie
- Grace
- Mrs. Calloway
Chicken Little
- Chicken Little
- Abby Mallard
- Runt of the Litter
- Fish Out of Water
Meet the Robinsons
- Lewis Robinson
- Wilbur Robinson
- The Bowler Hat Guy (voiced by Stephen J. Anderson, archival recordings)
- DOR-15
- Carl the Robot (voiced by Harland Williams)
- Lucille Krunklehorn
Bolt
- Bolt
- Mittens
- Rhino (voiced by Mark Walton, archival recordings)
- Penny
The Princess and the Frog
- Tiana (voiced by Anika Noni Rose)
- Prince Naveen
- Charlotte la Bouff
- Louis (voiced by Michael-Leon Wooley, archival recordings)
- Ray
- Mama Odie
- Juju
- Dr. Facilier
Tangled
- Rapunzel (voiced by Mandy Moore)
- Pascal
- Flynn Rider
- Maximus
- Mother Gothel
Wreck-It Ralph and Ralph Breaks the Internet
- Wreck-It Ralph (voiced by John C. Reilly)
- Fix-It Felix, Jr.
- Vanellope von Schweetz (voiced by Sarah Silverman, archival recordings)
- Sergeant Calhoun
- King Candy
- Taffyta Muttonfudge
- Shank
- Yesss
- KnowsMore
Frozen and Frozen II
- Anna (voiced by Kristen Bell)
- Elsa (voiced by Idina Menzel)
- Kristoff (voiced by Jonathan Groff)
- Olaf (voiced by Josh Gad)
- Sven
- Prince Hans (voiced by Santino Fontana, archival recordings)
- Grand Pabbie
- Trolls
- Oaken
- Ryder Nattura
- Honeymaren
- Lieutenant Mattias
- Bruni
Big Hero 6
- Hiro Hamada
- Baymax (voiced by Scott Adsit)
- Wasabi
- Go Go Tomago
- Honey Lemon
- Fred
- Aunt Cass
- Judy Hopps (voiced by Ginnifer Goodwin)
- Nick Wilde (voiced by Jason Bateman)
- Chief Bogo
- Clawhauser
- Gazelle
- Flash (voiced by Raymond S. Persi)
- Mr. Big
- Fru Fru
- Koslov
- Dawn Bellwether
Moana
- Moana (voiced by Auli’i Cravalho)
- Maui (voiced by Dwayne Johnson)
- Pua
- Heihei
- Ocean
Raya and the Last Dragon
- Raya (voiced by Kelly Marie Tran)
- Sisu (voiced by Awkwafina)
- Tuk Tuk
- Tong
- Boun
- Noi
- The Ongis
- Namaari
- Mirabel Madrigal
- Alma Madrigal
- Bruno Madrigal
- Luisa Madrigal
- Isabela Madrigal
- Antonio Madrigal (voiced by Ravi Cabot-Conyers)
- Julieta Madrigal
- Agustín Madrigal
- Dolores Madrigal
- Camilo Madrigal
- Pepa Madrigal
- Félix Madrigal
- One of Bruno’s rats (credits only)
Strange World
- Ethan Clade
- Searcher Clade
- Meridian Clade
- Jaeger Clade
- Callisto Mal
- Legend
- Splat
Wish
- Asha (voiced by Ariana DeBose)
Hybrid films[]
The Reluctant Dragon
- The Reluctant Dragon
Mary Poppins
- Penguin waiters
Bedknobs and Broomsticks
- King Leonidas
- Secretary Bird
Pete’s Dragon
- Elliott (voiced by Charlie Callas, archival recordings)
External links[]
Once Upon a Studio on YouTube