On New Year's Day, 1888, Elias Disney and Flora Call were married. Over the next five years they added three sons to their family:
Herbert in 1888,
Raymond in 1890,
and Roy in 1893.
By the time Flora became pregnant again some eight years later, the couple were living in Chicago, where Elias was making a living as a carpenter and builder.

On December 5, 1901, a fourth child, Walter Elias Disney, was born, named after the family's pastor. (The pastor, in turn, named his son Elias, after Walt's father.)

Two years later a little girl, Ruth, arrived and the Disney family was complete.

But Elias and Flora were unsettled by the raucous, saloon-centered nature of their neighborhood.
When two boys in the neighborhood were arrested after killing a policeman, that was the last straw. Elias's brother Robert owned some property in Marceline, Missouri, a community of about 5,000 that had sprung up along the route of the Atchison, Topeka and Santa Fe Railroad. And so, in April 1906, the Disney family settled there on a 45-acre farm. They lived in a square, small house built by a recently deceased Civil War veteran named William Crane. Their house was shaded by broad weeping willows, cedars, and silver maples. When they arrived, Walt could smell the perfume of the apple blossoms from the small orchard behind the house. That fall the same trees hung heavy with crispy red Wolf river apples, "so big that people came from miles around
to see them," Walt recalled. For the rest of his life he remembered the community spirit that infused this corner of the world -- particularly at harvest time, when friends and neighbors worked together like one big family.

Walt and his family moved to this home in Marceline, Missouri, in 1906.

Walt and his sister, Ruth, dressed in their Sunday best Walt and Ruth, as the babies of the family, had few tasks on the farm, and those they had weren't overly strenuous. Their memories of the farm were almost entirely favorable -- with the possible exception of the time they got into deep trouble for doodling on the barn with black sticky tar. The same wasn't true of his older brothers, who labored mightily to help Elias squeeze a decent living out of the land.

As Walt grew older, his universe expanded to the town, where he became friendly with a variety of interesting characters like Erastus Taylor, a Civil War veteran who told Walt a succession of dramatic tales of battles long past.

Family members were ever present, including Grandma Disney and Uncle Mike Disney, who was a railroad engineer. Uncle Mike would come roaring into town behind the throttle of a giant locomotive, carrying striped bags of candy for the children.
Aunt Margaret, Uncle Robert's wife, "would bring me big tablets -- Crayola things -- and I'd always draw Aunt Margaret pictures and she'd always rave over them," Walt later recalled.
In 1908 Herbert and Raymond decided they had had enough of farming, and of their father's insistence that they use any extra money they could earn to help support the family.

Now 16 and 18 -- grown men by the standards of the time -- they departed for better times in Chicago.

In the fall of 1909, Walt started at the brand-new Park School in Marceline. But he wasn't to be there long.

In the fall of 1910 Elias contracted typhoid and almost died. He recovered, slowly, but knew he couldn't keep the farm afloat. So the farm was sold for $5,175, and the family moved to Kansas
City in the summer of 1911. Paradise was lost.

In Kansas City, Elias bought a newspaper route.
Walt and Roy were his staff, and he imbued in them a drive for perfectionism.

Walt rose at 3:30 a.m. and was required to place every paper behind the customer's storm door -- not out on the lawn like other newsboys.
In the winter, crawling up icy steps with heavy bags of papers more than once drove Walt to cold tears. As a result, Walt's schooling was characterized by intermittently successful efforts to stay awake. Occasionally, though, he'd surprise his teachers.
In fifth grade he memorized the Gettysburg Address, came to school dressed as Lincoln, and performed for every class in the school.

He loved theatrics and studied Charlie Chaplin
movies for tips on performing.
He and a buddy, Walt Pfeiffer, worked up little skits to act out at amateur-night competitions.
A talent for art also clearly emerged, and Walt drew his own versions of Maggie and Jiggs, a popular comic strip. Elias has often been described as a ne'er-do-well who bounced from job
to job.
In fact, his newspaper route was very successful, and he began investing money in a jelly firm in Chicago, the O'Zell Company. O'Zell planned to produce a bottled carbonated beverage, and Elias was convinced that such drinks had a big future.

So he sold the paper route, increased his investment in the factory to $16,000, and became head of the company's plant construction and maintenance.
This, of course, required moving to Chicago.
Unfortunately, the executives in charge were less than honest,
and O'Zell didn't last very long.
When Walt's folks left for Chicago, he chose to stay behind for the summer. He lived in the family house with Roy and his oldest brother, Herbert, who by now was married and had a two-year-old daughter, Dorothy.

In his freshman year at McKinley High, Walt tried out different characters and artistic styles Roy decided that it would be educational for Walt to have a summer job selling newspapers, candy, fruit, and soda on the Santa Fe Railroad.
Walt loved the uniform, the trains, the candy, and the chance to see the country. He paid scant attention to the business end of
the enterprise, however, and wound up losing money. Walt didn't mind.

He never did anything for the money.
At summer's end, he joined his family in Chicago, where he attended McKinley High School. But his mind was thousands of miles away, on the battlefields of Europe. Walt wanted to be part of the War to End All Wars.
In the meantime, he attended the Chicago Institute of Art, worked at the O'Zell Company, and drew patriotic sketches for the school paper.
When school let out for the summer, he began to work at the post office, where he narrowly escaped an untimely end when the building was bombed.

In the summer of 1918, Walt was 16 -- too young for the military. When he heard that the Red Cross Ambulance Corps would accept 17-year-olds, he lied about his age, joined, and began training.
All the same, he almost missed his chance when he came down with influenza in an epidemic that killed about 20 million people worldwide. The war ended. But the Ambulance Corps still needed 50 more men, and Walt was the fiftieth selected. He was on his way to France.

For the next year, Walt drove an ambulance, chauffeured officers, played poker, started smoking, and wrote letters.
Contrary to myth; because he was never dishonorably discharged from the army (a particularly peculiar myth; he was never in the army). He made money with another young man painting helmets with camouflage colors, banging them up to look battle-scarred, and then selling them to Americans in search of realistic souvenirs.

Walt returned home from France in the fall of 1919, determined to become an artist. He moved into the old Disney house in Kansas City with his brothers, Roy and Herbert (and Herbert's family), and tried unsuccessfully to get a job as an artist at the Kansas City "Star."
Roy helped him get a position as an apprentice at the Pesmen-Rubin Commercial Art Studio, where he drew horses, cows, and bags of feed for farm-equipment catalogues. Of course, he didn't ask what he'd be paid: the princely sum of $50 a month. Unfortunately, just before Christmas, there wasn't enough business to keep him on the payroll, and Walt was laid off.

So he and another laid-off artist, Ub Iwerks, decided to start a commercial-art business together, called Iwerks-Disney (because the other way around it sounded like an eyeglass company!). Iwerks-Disney had one big client off the bat; the father of Walt's old friend Walt Pfeiffer hired them to work on the United Leatherworkers Journal. But business wasn't booming. Walt was offered a $40-a-week job at the Kansas City Slide Company (later renamed the Kansas City Film Ad Company), making animated commercials. He took the job, and a few months later Ub joined him. Cartoon-making was in its infancy. Even the best -- like Krazy Kat and the Katzenjammer Kids -- were jerky, repetitive black-and-white efforts based on popular newspaper comic strips. But the public was still intrigued and amazed by the new form of entertainment. As was Walt. He wanted to improve upon the clumsy means of animation used at Kansas City Film Ad. He read books about animation and discovered how the leading New York animators worked. And he started making his own cartoons.

Walt fell in love with animation at the Kansas City Film Ad Company, using simple cutout figures

Title screen for "Little Red Riding Hood," one of the fairy tales that Walt and the Laugh-O-gram staff worked on in Kansas City. Walt agreed to pay his father $5 a month to rent the family's garage as a studio (though Roy never recalled ever seeing any money actually change hands). After work, Walt stayed up late into the night working on animation.
At the time, Kansas City theaters rented cartoons from East Coast animators. Walt decided he could compete with them by creating his own with a local twist. He successfully sold the idea to the Newman Theater and began making his own Newman Laugh-O-grams. Typically, he priced them too low and made no money.
But he was in the cartoon business.
His folks had returned to Kansas City, but they didn't stay for long. In 1921, Herbert, Ruth,
Flora, and Elias moved to Portland.

Then Roy came down with tuberculosis and went to
a hospital in Arizona. Walt, all alone, found a place
in a rooming house. Walt threw himself entirely into cartooning, bringing in several young, unpaid apprentices.
Using an amazing gift for salesmanship, Walt raised some $15,000 from investors, quit his job, and incorporated his tiny company, called Laugh-O-gram Films.
He made a deal to sell a series of fairy-tale cartoons for $11,100, accepting a down payment of $100. After six months of work, his client claimed bankruptcy. Walt never saw another penny.
Despite desperate efforts to make money, Walt couldn't pay the rent and moved into the Laugh-O-gram office. His workers left him.
He barely had enough money to feed himself.
Then, he got $500 for a dental hygiene film and poured it into a new effort called "Alice's Wonderland." But before it could be completed,
he had to declare bankruptcy.
With the unfinished film in hand, he took his remaining few dollars and purchased a train ticket
to California.

Young artists are hard at work in the short-lived Laugh-O-gram office, incorporated by Walt Disney
in May 1922 and bankrupt in 1923.

When Walt arrived in Hollywood, he got a job as
an extra in a western.
But it rained the day Walt's scene was to be filmed, and the studio replaced him. "That was the end of
my career as an actor," Walt said.

He turned to his one real skill -- animation -- and set up a tiny studio in his Uncle Robert's garage.
He wrote to M. J. Winkler, a film distributor, announcing that he was "establishing a studio in Los Angeles for the purpose of producing a new and novel series of cartoons." The studio, of course,
was a garage. And the new and novel series was
his half-finished "Alice's Wonderland" cartoon,
from Kansas City -- a combination of a real little
girl and a menagerie of animated characters.
Winkler bought half a dozen Alice cartoons from Walt for $1,500 apiece, and Walt was off and running. Walt knew that he didn't have a sterling record in running the financial side of his creative efforts.
So he convinced Roy to join him in California as a partner in his new business. That may have been the best single decision of Walt's career.
Walt was now free to let his imagination run wild, while Roy made sure they both had enough money
to eat. In 1923 they launched the Disney Brothers Studio with $200 Roy had saved, $500 borrowed from Uncle Robert, and $2,500 that Flora and
Elias contributed (and for which they had to mortgage their house in Portland).
They bought a used camera, rented a tiny studio
in the back of a real-estate office, moved into
a one-room apartment together, hired a couple of assistants, and according to Walt began the process of making "the name Disney famous around the world."

Plan of the Disney Brothers Studio at 4649 Kingswell Avenue. The rest room had to double as a darkroom.

Walt and his studio staff. The young woman next to him is Lillian Bounds. The photo was taken when she was still just an employee. On the way to international fame, Walt fell in love. He had hired a sweet, gentle woman named Lillian Bounds. At night he would drive her and another female employee home in a used pickup truck he and Roy had purchased. He always dropped the other young woman off first. Walt loved listening to Lillian's tales about her life as the youngest of 10 children of a blacksmith. After a while they began taking long drives, talking all the time. But Walt never accepted Lillian's invitations to meet her family. Not until he saved up enough money to buy a new suit was he willing to be introduced. He fit in immediately. Walt and Roy, meanwhile, were getting sick and tired of one another as roommates.

In early 1925, Roy asked his longtime girlfriend, Edna Francis, to marry him. And soon after, on June 13, 1925, Walt and Lilly got married.
Lilly -- as Walt always called her -- quickly came to understand that she wasn't the only love in Walt's life; he had deep feelings for his work as well. They'd spend a pleasant evening out together with friends or family, and inevitably Walt would announce, "I've just got one little thing I want to do at the studio." Next thing Lilly would know, she was being awakened on the office couch in the middle of the night -- Walt had been working for hours -- and it was finally time to go home. The Alice series was pretty successful. But M. J. Winkler had turned over her company to her husband, Charlie Mintz, and Mintz was a tough customer, frequently chastising Walt. When the Alice series was no longer in sufficient demand, Walt started to work on a new character, Oswald the Lucky Rabbit. Ultimately, however, the rabbit wasn't going to be so lucky for Walt.

Oswald the Lucky Rabbit delighted filmgoers and gave Walt and Roy a sense of security.
They purchased adjoining lots and moved into identical homes in the fall of 1927. Lilly's mother joined her daughter and Walt (Walt and Lilly were
to serve as long-term hosts for several of Lilly's relatives over the years).
Around Thanksgiving, Walt decided he wanted a puppy. He did research and determined that the chow was the perfect choice: "The chow does not shed hair," he reported. "The chow does not have fleas. The chow has very little dog odor."
He presented the puppy to Lilly in a large hatbox
at Christmastime. She was startled when the
present turned out to be a dog instead of a hat.
But she was soon in love with the new pet. (Walt remembered, and used the scene of the dog in the hatbox years later in "Lady and the Tramp.")
As Oswald's stardom grew, Walt decided that he could renew the contract for the cartoons at a better price. So he and Lilly headed off for New York City to cut a new deal.
But there was a lot Walt didn't know as he blithely headed east. He didn't know that Charlie Mintz had offered Walt's staff more money and freedom if they came to work for him. He didn't know that
most of his staff had accepted. Most important,
he didn't know that Charlie Mintz -- and Universal Pictures -- really owned the legal rights to Oswald.
It may have been Walt and his staff who had
turned Oswald into a star, but Mintz and Universal held the star's contract! Mintz demanded that Walt give up his own business and work exclusively for him. Walt refused. Mintz was unrelenting. And Walt left New York without most of his staff and without Oswald.

As the headline affirms, Charles Mintz (with cane) left little doubt that Oswald was now his, not Walt's

Walt's telegram to his brother Roy: "Don't worry. Everything OK" Before boarding the train home,
Walt sent Roy a telegram: "LEAVING TONIGHT STOPPING OVER KC ARRIVE HOME SUNDAY MORNING SEVEN THIRTY DON'T WORRY EVERYTHING OK WILL GIVE DETAILS WHEN ARRIVE -- WALT" But while Walt was trying to protect his brother from the real story, it would appear that his mind was already working on a way
to make the telegram true by the time he arrived home.

As Walt told the story of that now famous trip to Los Angeles, he knew that he had to come up with
a new character. And so he dreamed up the idea of Mickey Mouse on the way home.

At first Walt thought he'd call his new creation Mortimer. But Lilly didn't like that name. "How about Mickey?" she asked. As hundreds of millions of fans now know, he took her advice. Soon after Walt got home, he began creating three cartoons starring his new featured player. Efforts to sell Mickey Mouse cartoons were initially discouraging.
Mickey was just another cartoon creature competing for screen space with Felix the Cat and even Oswald (who continued to be drawn by Mintz's new staff).

The solution: Synchronize one of the three cartoons -- "Steamboat Willie" -- to sound. Like many of Walt's ideas, it wasn't easy. But it was Mickey's ticket to fame. Walt found a "big and influential guy" named Pat Powers who provided the sound equipment and soon agreed to distribute the cartoons as well. Initial efforts were unsuccessful, but Walt persevered and eventually triumphed. Reviewers -- and more important, the public -- loved it.
Though there were disquieting reasons to think that Powers might not be the most trustworthy of partners, Mickey was soon bringing in enough money for Walt to hire top animators and many trainees. And Walt was ready to use them to begin new enterprises.

Mickey Mouse in "Steamboat Willie." First released on November 18, 1928, the date is still used as Mickey's official "birthday."

"Mickey's popularity skyrocketed," writes Charles Solomon, the well-known animation historian, and the loveable mouse soon eclipsed Felix the Cat as the world's favorite animated character. "A Mickey Mouse cartoon" appeared on theater marquees with the title of the feature, and "What, no Mickey Mouse?" entered the popular lexicon as a synonym for any disappointment.

Between 1929 and 1932 more than one million children joined the original Mickey Mouse Club.
Mary Pickford, Franklin Delano Roosevelt, Benito Mussolini, the Nizam of Hyderabad, and King George V of England were all Mickey fans. As Mickey's star blazed ever brighter, he spawned a number of offshoots -- Walt and Ub started a newspaper
comic strip. Carl Stalling wrote Mickey a theme song, "Minnie's Yoo Hoo." ("I'm the guy they call little Mickey Mouse. Got a sweetie down in the chicken house ... .") It, too, became popular from coast to coast. As the studio cranked out Mickey Mouse cartoons, Walt moved forward on an entirely different front. Up until this time, popular cartoons were based on individual characters and had predictable plot lines. Walt's new series -- to be called Silly Symphonies -- would break the mold. They would be animated pieces, generally set to classical music, that would give his animators a chance to experiment endlessly.
The first was "The Skeleton Dance." The cartoon, suggested by songwriter Carl Stalling, featured macabre dancing skulls and bones twirling their way through a graveyard on a moonlit night. Though Pat Powers initially said he couldn't sell the new cartoon, Walt prevailed, and soon the Silly Symphonies were profitable -- and moving the state of animation forward. Walt set up a unit of animators, separate from those who focused on Mickey Mouse, to devote their time to Silly Symphonies.

Walt and Ub Iwerks with the star they created Though business was booming, checks from Pat Powers were smaller than anticipated and arrived erratically. In late 1929, Roy visited Powers and came to one positive conclusion: "That Powers is a crook. He's a definite crook." Walt defended Powers at first. "You don't believe in people," he told Roy. Of course Roy was right. Powers had been withholding cash to make the Disney brothers desperate. And finally he announced his intention to take over the Disney studio. His ace in the hole: He had seduced Ub Iwerks -- Walt's star animator -- into jumping ship in exchange for a cartoon series of his own. Powers had decided that Ub was really the secret to Walt's success. Walt was terribly disappointed. But he didn't consider yielding. And the studio went on without Ub, who gave up a 20% interest in the Disney company that would be worth billions of dollars today. Meanwhile, Mickey and the Silly Symphonies forged on. Mickey acquired a body of supporting players
who became stars in their own right, including Donald Duck, Pluto, and Goofy. When Walt decided it was time to experiment with color, he took a nearly finished cartoon, "Flowers and Trees," and redid it entirely in beautiful Technicolor. Roy argued that this was expensive and might not work. But Walt won out, and "Flowers and Trees" -- in color -- won an Academy Award in 1932. Mickey debuted in color in "The Band Concert" in 1935. The studio began using storyboards -- wooden boards on which hundreds of sketches could be placed -- to make sure that the plot of cartoons flowed. "Three Little Pigs" was a milestone in character development.

And "The Old Mill" gave Walt a chance to experiment with techniques for adding depth to cartoons -- something that would be required for his next big leap forward.
"Flowers and Trees," the 29th Silly Symphony, was the first done in colour.

Walt loved children. Before he had his own, his nieces, Dorothy (brother Herb's daughter) and Marjorie (sister-in-law Hazel's daughter) were recipients of his affectionate generosity. "Aunt Lilly made me clothes for my dolls," said Marjorie. "And Uncle Walt gave me skates and scooters and all the exciting things." In 1930, Hazel and Marjorie moved in with Walt and Lilly, and Walt acted the father role to the hilt. If Marjorie came home late, Walt would be waiting for her at the top of the stairs when she opened the door. Much to Walt and Lilly's dismay, their first two pregnancies ended in miscarriages. The third time around, in 1933, Walt wrote to his mother, "Lilly is partial to a baby girl. I, personally, don't care -- just as long as we do not get disappointed again." They weren't. On December 18, 1933, Diane Marie Disney was born. Weeks before Diane was born, Walt wrote, "I've made a lot of vows that my kid won't be spoiled, but I doubt it -- it may turn out to be the most spoiled brat in the country." Walt's initial tendency was to surround his daughter with toys and games -- Christmas of 1934 featured a giant tree and a sea of presents. But true to his vow, he didn't spoil her. "Dad realized after a time that the more you want things, the better you like them," Diane said. Walt wanted more children, and when Lilly suffered another miscarriage they decided to adopt. In January 1937, two-week-old Sharon Mae Disney entered the family. The girls had little idea their father was famous. "We weren't raised with the idea that this was a great man," said Sharon. "He was Daddy."

Walt reading from Pinocchio to Sharon (left) and Diane It would have been easy to get newspaper photographers to cluster around little Diane and Sharon sitting on Mickey Mouse's lap or attending a new cartoon. But Walt and Lilly kept the girls out of the public eye, both for their safety and out of a desire for privacy. This was an incredibly busy time for Walt. He was churning out Mickey Mouse cartoons and Silly Symphonies that garnered a host of Academy Awards. And by the time Sharon entered the family, he had thrown himself thoroughly into work on Snow White, even while thinking about other feature-length animated films that might follow. In 1937, Walt and Roy grew concerned about their parents who had been running a rooming house in Portland. Their health wasn't great, and the boys could afford to buy them a house in California and hire a housekeeper to help take care of it. The gas heating in the house wasn't properly installed. Flora had complained that the furnace wasn't operating well, and Walt sent studio repairmen to fix it. But they didn't succeed. So, on the morning of November 26, 1938, gas fumes spread through their home. When Elias woke up, he found his wife's body on the bathroom floor. He passed out himself trying to carry her to another room. When their housekeeper began to feel dizzy she rushed to check on them, found them both unconscious, and got a neighbor to help her get them out of the house. It was too late for Flora. Elias survived, but never completely recovered. And though nobody knows precisely how he felt, it would appear that Walt never got over the tragedy either. Years later, he wouldn't even talk to Sharon about it. fourfour
Elias and Flora at their 50th anniversary in January 1938. In November of that year, Flora died from gas fumes caused by a leaky furnace

When Walt decided to create the world's first feature-length animated film -- "Snow White" -- virtually everyone thought he was headed down the wrong path. Roy and Lilly were unhappy. With Mickey Mouse and the Silly Symphonies doing well, the brothers had plenty of money. Why gamble? After all, a feature-length cartoon was estimated to cost at least half a million dollars (and, largely due to Walt's perfectionism, it would ultimately cost about three times that). His wife and brother weren't alone. Others in the entertainment business thought he was foolhardy too. They didn't think Walt could come up with a story line that would hold people's attention for over an hour of animation. They thought that such a cartoon would hurt audiences' eyes. They called the venture Disney's Folly. Of course, Walt listened to none of this. In fact, Walt was a better businessman than many realized. He knew that movie houses were no longer showing as many cartoons as they once did (a casualty of increasingly common double features, which left less time for animated shorts). What's more, Walt's competitors were coming on strong with cartoons -- like Popeye -- that rivaled Mickey Mouse in popularity. "I knew if we wanted to get anywhere we'd have to go beyond the short subject," he said. The selection of Snow White was carefully thought out. Walt: "I had the sympathetic dwarfs, you see? I had the heavy. I had the prince. And the girl. The romance. I thought it was a perfect story." Staffers were convinced he was right after an evening in early 1934 when he acted out the entire story -- all by himself. After several exhausting hours playing an evil queen, a sweet heroine, a handsome prince, and seven individual dwarfs, they were won over.

Snow White confronts the huntsman in this original sketch for Walt's first feature-length animated film.

Lilly and Walt join other guests for the premiere of "Snow White" As "Snow White" proceeded, alongside a prodigious output of shorts, the studio expanded. In 1935 alone, 300 additional artists were added. Meanwhile, Walt was convinced that in order to really progress he needed to train his own staff; there was simply no place else for them to learn the skills he was demanding. So he held classes every night as well as for two half days each week. His artists became increasingly proficient at re-creating the real world in an animated feature. "I definitely feel that we cannot do the fantastic things based on the real until we can do the real," he said. The Silly Symphony "The Old Mill" gave Walt's animators the opportunity to experiment with a new invention, the multiplane camera, which gave them the ability to simulate depth. Another Silly Symphony, "The Goddess of Spring," was utilized to help them with the extremely difficult task of animating the human form. Scenes were added and cut, and when "Snow White" was close to completion, Walt decided she looked too pale. So inkers and painters added blush to her cheeks in tens of thousands of drawings. It was all worth it. The film opened on December 21, 1937, in the Carthay Circle Theater in Los Angeles. Charlie Chaplin, Cary Grant, Jack Benny, Shirley Temple, and George Burns were all there. As animator Ward Kimball recalled, "The highlight was at the climax of the film, when Snow White is presumed to be dead and she's laid out on the slab ... . Here was a cartoon, and here was the audience crying. The biggest stars, you name them, were all wiping their eyes." As John Culhane, an animation authority and author of the soon-to-be released "Fantasia 2000: Visions of Hope," has written, "In Disney's 'Snow White,' for the first time, moving drawings became moving drawings."

"Snow White is laid out on the slab ... and the audience is crying. The biggest stars, you name them, were all wiping their eyes."

With the cash that "Snow White" generated, Walt began building a new studio in Burbank. It was a $3 million investment, and Walt was personally involved in virtually every element of its design. And what a design: a beautiful campus for artists and other staffers to enjoy when they weren't working; offices with outside views, many of which had the north light that artists prefer; a snack shop that delivered to employees' offices. It would even have air conditioning, in a day when that was something of a luxury. Walt's artists had grown accustomed to calling screening rooms "sweatboxes," because the small enclosed rooms were often unbearably hot. But in the new studio they'd be comfortable, even in the heat of the summer. (Of course, they continued to be called sweatboxes -- given Walt's proclivity for making his artists sweat when he was reviewing their work.) As the studio was being constructed, work moved ahead on three more feature films: "Pinocchio," "Fantasia," and "Bambi." Each of these projects was to bring the studio forward in a different way. "Pinocchio" would encourage and enable artists to create an animated world of startling detail and design; "Fantasia" would be a giant leap forward in using animation to picture in a totally new way, via various pieces of classical music; and "Bambi" would bring a new level of realism to the screen, portraying animals with a true-to-life quality that was far more difficult to animate than the cuddly critters that populated Snow White's universe. As work progressed, however, some of Walt's staffers were less than happy. They were working incredibly hard and still weren't being very well paid. Meanwhile, the expense of the new studio and the success of "Snow White" convinced some that Walt had endless resources. He didn't.

Pinocchio and Jiminy Cricket In fact, Walt had no extra cash left over, given the large sums he was spending on his new films. When Nazi Germany invaded Poland, thrusting Europe into war, his foreign markets were cut off, and that left him extremely hard up. Matters weren't helped by the fact that Walt never saw a budget he couldn't go over. His yearning for artistic realism slowed down the creation of "Bambi" until it was far behind schedule. Production on "Pinocchio" was stopped when Walt decided he just didn't like the character enough. Solution: Add Jiminy Cricket to the film, as the puppet's conscience and friend. Though "Pinocchio" was a critical success, the loss of foreign markets and a weaker-than-expected reception in the United States meant it didn't bring in as much revenue as anticipated. "Fantasia" had problems at the box office too. With 1,500 people on the payroll, the studio soon was $4.5 million in debt. Then a union stepped in to organize Walt's workers and demand higher wages (they could hardly demand better working conditions than those they already had). Walt saw this as disloyalty from people he regarded as family. He handed over relations with the unions to others -- notably lawyer Gunther Lessing. Intransigent union heads clashed with Lessing. Anger and mistrust mounted on both sides. On February 10, 1941, Walt spoke to his staffers, trying to win them over. It was too little, too late. In late May, Walt was hit with a strike. He was deeply hurt by the cruel taunts of picketers. So sick was he of "this god-awful nightmare" that he escaped on a goodwill mission to South America. While away, Elias passed on. By the time he returned, the strike had been settled. But never again would Walt consider his staff an extended family. Business, he now understood, was business.

When Pearl Harbor was bombed and the United States was drawn into the Second World War, the nation was in a state of near panic. Americans sat glued to their radio sets to hear the news. Would there be more bombings? Was California safe? That night, Walt's phone rang. It was his studio manager. "Walt," he said, "The army is moving in on us. I said I'd have to call you. And they said 'Call him. But we're moving in anyway.'" Hours later, some 700 soldiers had, in fact, seized the Disney Studio. Their purpose was to help protect the nearby Lockheed aircraft plant -- an installation that was vital to the nation's security. The next day President Franklin Delano Roosevelt declared war. And for the next eight months, until other provisions could be made, soldiers ate, trained, and lived in Walt's studio. At the time, Walt was working on "Bambi" -- and beginning other projects including "Peter Pan" and "Alice in Wonderland." He dropped work on almost everything except "Bambi," which was released on August 21, 1942, a great artistic success. Instead of fairy tales, Walt's studio made dozens of films for the military. As animation historian Charles Solomon writes, "Prior to the war, the largest annual output of the studio had been 37,000 feet of film; during fiscal year 1942-43 alone, Disney turned out more than five times that amount -- 204,000 feet of film, 95% of it for government contracts." Walt made animated training films and a variety of other civic projects. Notable was "The New Spirit," a cartoon aimed at convincing Americans that it was their responsibility to pay income taxes. Sixty million people saw the film; a Gallup poll indicated that 37% of them were more willing to pay taxes afterward.

"Bambi": A great artistic success

Major Alexander de Seversky, author of "Victory Through Air Power" Other cartoons "combined propaganda with entertainment," writes Solomon. For example, in "Der Fuehrer's Face," Donald Duck appears as a misbegotten, hungry soul stuck in Nazi Germany. Luckily for the duck, it turns out that the whole thing was only a dream. "Victory Through Air Power" was based on a controversial book by Major Alexander de Seversky. It used powerful images to form a persuasive argument that aircraft would change the nature of war, a concept that was far from generally accepted at the time. It features a powerful finale in which an evil octopus, representing the Japanese empire, is destroyed by a soaring eagle that represents American air power. Though government contracts certainly brought money into the studio, Walt was hardly getting rich from this work. Some of it was done at cost. All of it was pretty expensive. "Victory Through Air Power" lost almost $500,000 at the box office. After the war, the studio was deep in debt. Walt wanted to try bold new projects. Roy wanted to be more cautious. The two fought often. Nothing seemed to go right. Though "Song of the South," released in 1946, has been praised in subsequent years, it wasn't warmly received by critics when it opened. It was also accused of being racist. For the next couple of years, Walt and Roy compromised by producing films with little in the way of plot that were nothing more than packages of occasionally well-done short pieces. But Walt wasn't one to be caught in the doldrums for long. "Let's do anything to get some action," he said. And action he got, as he set the studio working in three directions at once -- at whatever risk that entailed: True-Life Adventures, live-action films, and a reinvigoration of cartoon features, led off by "Cinderella."

"Song of the South"

Of course "Cinderella" -- though it would prove to be a wildly profitable animated feature -- was just an extension of work Walt had done before World War II. True-Life Adventures, however, was something entirely different. When Walt sent a husband-and-wife team of filmmakers to Alaska to take movies, staffers were baffled. And when they saw the endless footage of seals that seemed to so enchant Walt, they were further mystified. "You never saw anything so dull in all your life," said one. But where others saw miles of boring seals, Walt saw gold. He added music, clever writing, some jokes, and solid editing, and next thing, the water-loving creatures were the stars of "Seal Island," Walt's first True-Life Adventure. Though his distributor, RKO, balked at the idea, they were ultimately convinced. In time, Walt would make 13 True-Life Adventures between 1948 and 1960; eight would win Academy Awards. "Actors are great," Walt once teased his animators. "You give 'em the lines, they rehearse a couple of times, and you've got it on film -- it's finished. You guys take six months to draw a scene." No doubt, Walt was attracted to live-action films from the beginning. Though his distributor tried to discourage the shift -- why try to turn a successful cartoon-maker into just another producer? -- they were unsuccessful. And Walt proved himself adept in this new field. His first effort, "Treasure Island" -- which was filmed in England and permitted Walt and his family to take a memorable trip there -- showed that the same skills that made him a virtuoso of the animated character applied to stars that breathed air. His amazing story sense, attention to detail, and willingness to pursue perfection were keys to success in this field too.

Walt's new hobby: miniatures Walt had loved trains all his life.
And in 1947, he wrote his sister Ruth that "I bought myself a birthday/Christmas present, something I've wanted all my life -- an electric train . . . you probably can't understand how much I wanted one when I was a kid, but I've got one now." For some time, Walt had enjoyed polo as a hobby, and had even dragged Roy and a number of friends from the studio into it. However, an injury kept him from competitions on horseback, and so he threw all his extra energies into his trains. He loved making tiny miniatures as well. Some of them would be used in his train sets. "He'd come up to the dinner table," recalled Diane, and "bring this little piece of wood he had [been working on] and sit there all through dinner and be so proud of it." In 1949, Walt and Lilly decided to build a new house. They didn't want a typical Hollywood mansion, preferring one that would be easy to maintain. Not that it was an ordinary house. It featured a projection room, for example, and "a playroom with a soda fountain," Walt wrote, "where the girls can entertain their friends without disturbing the rest of the household." Walt loved his soda fountain, too, and Sharon recalled, "He'd go out there and make these weird concoctions that nobody would eat, including himself." Most notably, though, the house featured a half-mile circle of one-eighth-size train tracks, on which Walt would ride his own miniature train engine. "Walt was not so much interested in a new house as he was in the property, so that he could build his train on it," said Lilly. A 120-foot-long, S-shaped tunnel was included, under Lilly's garden.

"The voyage that ended with the opening of Disneyland in 1955 really began when Walt was entertaining his little girls on Sundays in the early 1940s," reports the Disney biography "The Man Behind the Magic." "As the children took their fifteenth ride around the merry-go-round, Walt would sit quietly on a wooden bench, wondering why no one had invented a clean safe place where parents and children could enjoy themselves at the same time." Walt played with a sequence of ideas that grew steadily bigger. Just before World War II, he considered a small amusement park across the street from the studio that would feature pony rides, a train, and statues of his popular characters. Later, he considered a traveling show featuring a series of scenes of old-time America. "He wanted [the show] to go to the people," recalled studio artist Harper Goff. But eventually Walt determined that that was impractical. Walt visited amusement parks around the United States and the world. Mostly, he found them to be awful, smelly, dirty, and not particularly safe. He was particularly taken by the Tivoli Gardens in Copenhagen, which was fairly priced and clean as could be.
Of course, he continued working in the studio on feature-length cartoons like "Alice in Wonderland" and "Peter Pan"; more True-Life Adventures; and live-action films, notably "20,000 Leagues Under the Sea," his most ambitious film project to date. Money was no object here; when the squid sequence seemed unrealistic, Walt just ordered it reshot -- for $250,000. But the idea of his amusement park consumed him. The company had, by this time, sold stock to the public, and Roy was concerned that shareholders would be furious if he put the company's resources in such a risky new venture.

"The squid scene did not look very realistic, so Walt had it shot a second time ..."
Walt presents Disneyland on camera for his new television show But the lack of ready money had never stopped Walt before. He borrowed on his life insurance, sold his vacation home in Palm Springs, borrowed money from employees, and founded Walt Disney, Incorporated (which later became WED Enterprises, for Walter Elias Disney), to do the work. That still left him short on cash. No problem. He and Roy struck a deal to create a television show for ABC. In exchange, ABC would put up $500,000 in cash, guarantee $4.5 million in loans, and receive one-third ownership in the park (which it later sold back to Walt). The show, "Disneyland," would make Walt's face as famous as his name; his lead-ins provided an opportunity for him to talk directly to his audience in a tone that was natural and familiar and made him a favorite guest in millions of homes. For three years it was the only ABC show in the top 15 rated programs. "Disneyland" led to the "Mickey Mouse Club" and "Zorro." The "Mouse Club," of course, was a phenomenon in its own right. And it owed a great deal of its success to Walt's insistence that children could be entertained without being condescended to. Soon, television wasn't just a means for funding Disneyland; it was an important part of Walt's empire as well. Meanwhile, on the home front, Diane had fallen in love with a handsome young man named Ron Miller. Walt described him in a letter to his brother Herb as "a wonderful boy, a big athlete whom we all love." Diane and Ron got married in a tiny church in Santa Barbara, California. Ron played professional football for a while and then went to work for Walt. "I have a great ambition for him," Walt told friend Herb Ryman, "He will run the studio one day."

Months before Disneyland opened, Walt became a grandfather for the first time. He was absolutely delighted. But there was one disappointment: Walt had hoped his first grandson would be named after him, and Diane had decided to name the baby Christopher. "Afterwards, I felt that we had made a mistake," she said. Walt would have to wait while Diane had three girls before Walter Elias Disney Miller was born. In all, Diane would have six children during Walt's lifetime -- a seventh after he died. Sharon, who married an architect named Bob Brown in 1959, would have one child, Victoria, during Walt's lifetime. Two more would follow later. Walt was a loving, doting grandfather. "He always had a camera with him," recalls granddaughter Tamara. "He had a tendency of handing the camera to a child. There's a great series of him crouching lower and lower as a child took the pictures." Though there are now many themed amusement parks, Walt's was the first. As Disneyland historians David Mumford and Bruce Gordon write, "Everyone has a hometown, and Walt always considered his to be Marceline, Missouri." To welcome guests to Disneyland, Walt would invite them into his home, or rather his hometown. A single corridor, themed as a "better than the real thing" midwestern Main Street, would guide guests into the heart of Disneyland. From there, they could choose to enter a number of themed lands, each of which was based on a world that was near and dear to Walt's heart and populated with the characters he loved. Mumford and Gordon write, "Stories of the construction of Disneyland are legendary. From the Frontierland riverbed that leaked dry the first time the banks were filled, to the flying Dumbo elephants that were too heavy for the ride's armature, it was clear nothing like this had ever been built before."

Walt and Lilly, accompanied by their daughters, celebrate their 35th anniversary at Disneyland Several days before Disneyland opened, Walt and Lilly celebrated their 35th anniversary at the park. It was a happy night for the family, complete with Walt and Lilly dancing on the stage of the Golden Horseshoe. Diane recalls her father in the backseat of the car on the way home, holding a rolled-up Disneyland map: "He was tooting through it like a little boy with a toy trumpet. And then he was singing a song. And before I knew it, there he was like a little boy, sound asleep, with his trumpet folded in his arms." Opening day of the park was televised on a 90-minute live television program that was the most-watched TV event up to that time. Some 20 cameras posted around the park telecast a vision of exciting attractions, heartfelt dedications, and relaxed commentary from Art Linkletter, Bob Cummings, and Ronald Reagan. But like so much on television, reality didn't quite live up to the illusion. In fact, the park wasn't really ready for prime time yet. Opening day, rides broke down; there were too few trash cans; lines were far too long; not enough water fountains were operating. Perhaps worst, thousands of counterfeit invitations had been distributed, and so the park was overloaded, while the roads leading to Disneyland were jammed with bumper-to-bumper cars filled with irate passengers. But opening day was soon over, and most of the problems were fixed. Better yet, Walt was able to start making changes and improvements. Dumbo Flying Elephants, 20,000 Leagues Under the Sea, and the Mike Fink Keel Boats were all in operation before the end of the year. Tom Sawyer Island opened the next. "Disneyland will never be completed," Walt said. "He practically lived there," recalled Lilly.
Walt enjoying himself in the Disneyland Autopia with daughter Diane and grandson Christopher Miller

Considering his commitment to Disneyland, it's not surprising that Walt was unable to devote himself to the studio's film output as he had in the past. Though quality was somewhat erratic -- more than one less-than-wonderful film was released -- the studio produced a series of successful films through the early 1960s. The animated features included "Lady and the Tramp," "Sleeping Beauty," "101 Dalmatians," and "The Sword in the Stone." Live-action films included "Johnny Tremain" (which featured Sharon in a bit part), "Old Yeller," "Darby O'Gill and the Little People," "Swiss Family Robinson," and "Pollyanna." Walt was always involved with casting, and for Pollyanna he hired 12-year-old Hayley Mills, a very talented young lady who went on to star in a number of Disney productions. "She would mess with her mouth and be very natural. Walt loved her," reported artist Peter Ellenshaw. In 1959, Walt came out with "The Shaggy Dog," the first of a series of lighthearted comedies that did reliably well in the box office. Like "The Shaggy Dog," "The Absent-Minded Professor" similarly relied upon impossible situations for much of its humor. Though Fred MacMurray was billed as the star of that film, it was actually the flying car that held audiences spellbound. As a result of the success of such films, by 1961, Walt's company was debt free for the first time in some 20 years. He would have liked to expand his scope to a wider range of films, but his public wouldn't have stood for it. In the 1960s, he saw the movie "To Kill a Mockingbird" and told Ron Miller he'd like to make a picture like it. But he knew that was impossible. "He was very frustrated," recalled Miller. "Walt had created this image and he got locked in."

"The flying car held audiences spellbound ..."
Walt and Roy Walt and Roy -- who had always had their differences -- had one of their most protracted battles in 1963 when Roy determined he had to deal with Walt's own company -- WED -- which was beginning to put efforts into a new project in Florida. Roy felt, perhaps justifiably, that there was a potential conflict of interest between Walt's personally owned company and the stockholder-owned Disney Company. Lawsuits could follow. Walt, he said, would have to sell portions of WED to the Disney Company. Writes Bob Thomas, author of biographies of both brothers, "For months they would not talk to each other, communicating through intermediaries and impersonal memos. Only their close associates were aware of the frost between them." Finally, a compromise was reached. And Walt gave Roy a Native American peace pipe, writing, "It was wonderful to smoke the pipe of peace with you again -- the clouds that rise are very beautiful." In 1964, Walt once again focused most of his attentions on a big-screen creation -- "Mary Poppins." Not a single element escaped his scrutiny. The result, of course, was unforgettable. Walt and Roy had been trying to get rights to the book, by P.L. Travers, for years, and were finally successful (though the relationship between Walt and Travers was somewhat rocky through the creation of the film). Walt brought in two of the best song-writers in the business, Richard and Robert Sherman, who shared his vision for the story. He particularly loved the song "Feed the Birds." In fact, many evenings toward the end of the day, he'd call for the brothers to come to his office and "Play the song" for him. They knew which tune he meant. "Mary Poppins" premiered on August 27, 1964, to nearly universal critical acclaim. It received 13 Academy Award nominations.

As Walt entered his mid-60s, he didn't seem to be slowing down. In fact, he appeared to be speeding up. He decided to create four exhibits for the 1964 World's Fair in New York. Why? So that he could experiment with new ideas -- particularly Audio-Animatronics -- while using other people's money. The Mr. Lincoln attraction he developed for the State of Illinois was one of the hits of the fair, and allowed him to take Audio-Animatronics a giant step forward. His other exhibits -- done for General Electric, Pepsi-Cola, and Ford -- were also hits at the fair. Meanwhile, he was working on other plans for the future: a ski resort called Mineral King was to be built near the Sequoia National Park. He considered a tourist site that might be called Walt Disney's Boyhood Home in Marceline, and even bought up properties there. Neither Mineral King nor Walt's Boyhood Home actually came into being. But his plans for a new kind of university were more successful. Declared Walt, "A completely new approach to training in the arts is needed. That's the principal thing I hope to leave when I move on to greener pastures. If I can help provide a place to develop the talent of the future, I think I will have accomplished something." He certainly did. Dubbed CalArts, an amalgamation of the Chouinard Art Institute and the Los Angeles Conservatory of Music, it would educate students in all facets of the arts -- dance, music, drama, visual arts, and film. CalArts opened in 1961 and has been growing ever since. But though Walt was excited about all of these efforts, their scope paled in comparison to the so-called Florida Project -- a gigantic effort set for an area twice the size of Manhattan Island in the middle of Florida.

Walt points to the sheer scale of his vast "Florida Project" Of course the Florida Project would include a theme park like Disneyland, but that's not really what fascinated Walt. No, he had decided that he could apply his lifetime of experiences to a brand-new kind of city; a city whose residents would utilize the best thinking about transportation, communication, and sanitation. "Solving the problems of the city obsessed him," says John Hench, who began working for Walt in 1939 and is still with the company Walt left behind. Walt called his dream EPCOT, for Experimental Prototype Community of Tomorrow. He studied, planned, and sketched ideas for it. On the last trip the Disney family took all together -- a memorable yacht ride through British Columbia waters -- Walt relaxed by reading books about city planning. Although EPCOT exists today, it's not the place Walt envisioned. He simply didn't live long enough to see this dream to reality. In late 1966, Walt was diagnosed with lung cancer. Years of smoking had caught up with him. Walt told his family that they shouldn't be concerned, that he'd have the cancer removed and quickly recover. But on Monday, November 7, the surgeon told Lilly, Diane, and Sharon that the cancer had spread and that Walt had between six months and two years to live. There were a few more visits to the studio -- which was working on "The Jungle Book" and "The Happiest Millionaire" -- and to WED. But Walt spent most of the next few weeks with his family, making plans for the future: "I'm going to concentrate on the parks and building EPCOT," he told son-in-law Ron.
On November 30, he went back to the hospital.
And on December 15, he died.
The flag at Disneyland flew at half mast.
And as commentator Eric Severeid said,
"We'll never see his like again."
The flag flies at half mast in Disneyland to mark the passing of its creator.

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