It was supposed to be the movie that put Walt Disney Feature Animation (as it was then known) back on the map, its release heralded as a second coming. It was a return to the romantic, fantastical storytelling that had defined the studio’s output in the early days. And it was emblematic of a symbolic passing of the torch, from the animators who had worked with Walt Disney and helped define the look and feel of what a Disney animated movie was to a rambunctious new group of talented artists who were eager to try new things and push the envelope. And yet, after more than a decade in production and several missed release dates, when The Black Cauldron finally opened on July 26, 1985, it was a critical and commercial disappointment that many saw as the low point of the post-Walt era. The tale of a young boy who travels far from home in order to vanquish an ultimate evil, was meant to be rousing and gripping.

But the story of making of The Black Cauldron is much more dramatic and involved than that of your average costly Disney flop. It’s the story of a single movie, so catastrophically mishandled, that it nearly wiped the towering Disney Animation institution out of existence. The epic battle between warring factions and dark overlords was supposed to be in the movie. Instead, it happened behind the scenes in a series of cramped offices on the Burbank lot.

Four Years Behind Schedule

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Image via Henry Holt and Company

In the early 1970s Walt Disney Productions optioned the rights to the Chronicles of Prydain book series by Lloyd Alexander, a sweeping fantasy epic steeped in Welsh mythology, but didn’t fully secure the rights for a few more years. There was a question inside the company of whether the project would be a live-action or animated. Development on the project finally began in earnest in 1973 as an animated feature, thanks to the urging of animation legends (and two of Walt’s Nine Old Men) Ollie Johnston and Frank Thomas. “It was actually Frank and I who persuaded the studio to invest in the project, but the management at the time did not appreciate what the film could offer, and everything fell apart,” Johnston told a Norwegian outlet years later. Disney wrestled with how to condense Alexander’s sprawling saga into a single film, combining multiple storylines and cutting down a cast that included over 30 major characters.

In 1978 a New York Times article ran entitled “Disney film far behind schedule.” It painted a gloomy picture of The Black Cauldron. “Walt Disney’s $15 million animated film scheduled for 1980, is four years behind schedule,” the report read. “It will not be completed until Christmas, 1984, because the new crop of young animators the studio has spent six years acquiring are not yet competent to handle its complexities.” What’s fascinating about this report is that it draws the battle lines that would rage through the production of The Black Hole – namely pitting the seasoned animators, many of whom were in their 70s and worked with Walt himself, against this roughhewn crop of upstart animators who wanted to do something their own way. “We never get old, never die, never retire,” said Eric Larson, one of the Nine Old Men who at the time was 73, to the New York Times. “We accepted that and the studio accepted it. They never looked beyond us.”

But Disney was looking beyond the Nine Old Men, many of whom had died, retired, or been asked to leave. One of the younger artists featured in that New York Times report was Don Bluth, “the most highly regarded of the next generation of Disney animators.” In a little over a year, Bluth would throw the company’s animation unit – and The Black Cauldron along with it – into chaos.

Bluth was undeniably one of the most exciting young animators at Disney, someone whose unparalleled draftsmanship and natural leadership abilities had proven enough for Ron Miller, then the head of Disney (and Walt’s son-in-law), to put Bluth in charge of the struggling animation unit. But Bluth was also a polarizing figure. “Some adored him as the messiah of animation while others thought he was just another Walt wannabe,” as the narration for documentary Waking Sleeping Beauty, about this turbulent time at the company, intoned. But even with the amount of power Bluth wielded, it wasn’t enough.

On September 13, 1979, Bluth’s 41st birthday, while he was supposed to be on vacation, Bluth returned to the lot with confederates and fellow Disney animators James Pomeroy and Gary Goldman and left with 14 animators and administrators to start their own animation company. At the time that was almost half of the staff of the anemic Walt Disney Animation operation. Miller was understandably livid. The mass exodus created a ripple effect through the unit – The Fox and the Hound was pushed back an entire year and it caused The Black Cauldron to slow to a crawl (at the time that they’d left Bluth and his team had been working on the film since 1974). Later, in an interview with the Los Angeles Times, Bluth explained his exit: “We were just a group who loved animation and felt it had disintegrated into something quite inane. We wanted things to work there, but it’s hard to reshape an old company. It’s like trying to bend an old oak.” Pomeroy added: “If Walt had been alive, he would have walked out with us. We weren’t doing anything there (at Disney) that he would have liked.”

Disney’s official stance on the turbulent 1970s Black Cauldron development period is summed up in a single sentence: “Several important writer/animators worked on the development of a screenplay through the 1970s.” They might have worked on a screenplay, but nothing was concretely established.

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Image via Disney

In 1980 Joe Hale was assigned to produce the movie. According to animator Mike Peraza, it was Hale that made a number of key creative decisions, among them making The Horned King, a relatively minor baddie, the movie’s big bad and encouraging design work from outside artists – a revolutionary idea for the insulated Disney Animation. But Hale, a former Disney animator, was also saddled with previous decisions that were hampering the production. In a 1983 promotional special called Backstage Disney (this was the same special were they previewed test footage from the original version of Who Framed Roger Rabbit), Hale seemed downright defeated. “One of our problems was there were so many characters and so much story, it was a case of taking all of this material and condensing it down into one story that we could put on the screen,” Hale said, fumbling with a weathered box set of the novels. (Nothing like selling your big expensive project, still two years away, by using the word “problems.”) Hale would also say, during a 2015 Q&A screening of the movie, that the decision to shoot the movie in Super 70 Technirama, a cumbersome and expensive ultra-widescreen format that Disney animation hadn’t used since Sleeping Beauty in 1959, was made before he had joined as producer (probably by Miller, who shared a producer credit with Hale and sought to align the film to those early Disney animated “events”).

From both a story and artistic standpoint, the film was already in shambles. Ron Clements and John Musker, who would go on to direct classics like The Little Mermaid and Moana, found their partnership fortified by the experience on The Black Cauldron. They didn’t agree where the story was headed and were essentially exiled. “We were the odd men out, along with a few other people who wanted the story and the characters to go in a certain way, and the people in charge didn’t see it that way. It was very frustrating,” Musker said later. “We were basically banished from the movie,” Clements said. Instead, Musker and Clements funneled their attention into The Great Mouse Detective, which would wind up being their directorial debut.

For those that remained, the production was a bramble. “As months boiled over into years, the Cauldron directors Art Stevens, Ted Berman and Rick Rich had started to perceive a staleness regarding their sequences as the storylines morphed and were re-written,” Peraza later wrote.

"I Gotta Get the Hell Out of Here"

One of the Disney employees trying to hold everything together was a young Don Hahn, who would go on to produce Beauty and the Beast and direct recent documentary Howard (now on Disney+), but at the time was a production manager. “I was the guy who walked around with a clipboard and asked what scenes they would have done that week,” Hahn told me. A protégé of Woolie Reitherman (another of Walt’s Nine Old Men) Hahn worked mostly for Berman, but the range of his responsibilities ran the gamut. “There were three directors and the three directors didn’t always talk,” Hahn said. They would run to Hale, who would mediate, but the three directors were splitting up sequences, with each sequence having completely a different tone and tempo. Nothing was matching, in animation or in atmosphere. “That was another part of the problem,” Hahn said.

Hahn watched as the schism between the young animators being brought in to add fresh blood to the production (and the studio) and the old guard deepened, as he tried to assure both sides that everything was alright. The animators, already reeling from the loss of Bluth and his posse, were on the first floor of the old animation building and the directors were on the second floor, but they were worlds apart. “I remember standing with one of the directors who was in his 60s on the second floor looking downstairs to where the animators were and the said, ‘Don, do you suspect a drug scene down there?’” Hahn recalled. “And I said, ‘No, no, the guys are fine.’” The “anarchy and the energy” of the artists downstairs wasn’t being appreciated or well utilized and the vibe curdled.

One of the new animators brought onto the project was Andreas Deja, who would go on to become one of the company’s star animators thanks to his work on Beauty and the Beast and The Lion King animating iconic villains Gaston and Scar (among many others), and who was hired to solidify the character designs that had initially been worked on by ex-Disney animator (and yet another one of Walt’s Nine Old Men) Milt Kahl. Hahn remembers pinning his artwork up for Hale and Deja coming to the production, “He walks in all of his life growing up in Düsseldorf and he gets there and is throw into the middle of this meat grinder.”

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Image via Disney

After taking a four-week intensive character animation class taught by Eric Larson (another of Walt’s Nine Old Men), Deja was immediately put to work. “I remember the producer Joe Hale saying, ‘We really liked the portfolio you applied with, you draw very Disney, but we want to try and put you with another young artist who draws very differently,” Deja told me. That other young artist was a frizzy-haired Tim Burton. “I was trying to blend our two styles. It didn’t really work out because if you compromise Tim Burton’s style it’s not Tim Burton anymore. It becomes something neither this nor that,” Deja said. Deja remembered Burton wearing giant headphones, bopping along to punk music and what made Burton leave, after a year of working on The Black Cauldron with Deja. “I remember what really broke Tim in the end, when he said, ‘I gotta get the hell out of here.’ It was time to draw these monster birds and I had done a lot of drawings of dragon-type things and bat-type things and all that and then he had this idea of flying hands,” Deja said. “So you had a hand and he put an eyeball here and an eyeball there [in between the knuckles] and it had a bat tail. And most people at the studio thought, This is incredible! This is exactly what we need’ And management said, ‘Well this seems like something in Yellow Submarine and we’re not doing Yellow Submarine so we’re not going to do this.’ And Tim just left.” Burton would end up doing a series of smaller projects, including the stop-motion short “Vincent,” the original live-action Frankenweenie, and a Kung-fu interpretation of Hansel and Gretel for the Disney Channel. Hansel and Gretel aired one time, at 10:30 on Halloween night, 1983. By the end of the decade, Burton had helmed Batman.

Deja said he immediately felt like he was “caught in the middle,” between the energetic young animators and the management. “I was listening to the producer and directors and if they asked me to draw in a specific style, I’d do it. Who was I? I had just come over from Germany months ago and will do whatever you ask me to, obviously,” Deja said. “But there were these other young artists who had high opinions of it, and maybe the right ones, too, who wanted to take the story in a different direction and the style in a different direction but it was Joe Hale who said, ‘No we’re going to do this in the Disney house style.’” Part of Deja’s role was to synthesize the designs by Kahl, one of his heroes. Kahl later complained to Deja that the studio didn’t have the talent they needed to adapt his designs. Deja agreed. “Only he could do these things right. We tried to in the end but failed because they didn’t have the finesse,” Deja said.

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Image via Disney

But Deja also had criticisms of Kahl’s designs. “His drawings were a little bland,” Deja said. “It was a missed opportunity. It wasn’t Milt’s fault. They could have given him story sketches or even doodles that they liked and he could have refined that. He wasn’t used to starting from scratch.” The designs he did turn in were reminiscent of his older work – the dragon-type creatures looked a lot like the vultures from The Jungle Book; the witches were carbon copies of Madame Mim from The Sword in the Stone and Medusa from The Rescuers. And his designs for The Horned King were unusable. “Milt had a strange version. He looked like a policeman as a mummy,” Deja said. “It was kind of odd.”

While Deja plugged away on the character designs, he admitted that the story remained “all over the place.” When he finalized a design, somehow managing to make characters that were identifiable and iconic, even out of the bouillabaisse of influences and preexisting material, the producers were still worried that the insurrectionist animators would chance them into something more esoteric during the process. “I remember designing the Horned King and the model sheets with my drawings, whether it was the boy, the girl, the Horned King or the witches, in order to show authority to the crew, all of top management signed them, including Ron Miller,” Deja remembered. “Approved by Ron Miller. This is final guys, don’t mess around anymore. I remember 12 signatures on one model sheet.”

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Image via Disney

More animators were fired or jumped ship. “It could never get unified,” Hahn said. “We would have screenings and it would almost play like a spoof of a movie. It was generational. It was guys in the later part of their career and new guys who wanted to do cool animation. It’s why so many people jumped off to do Great Mouse Detective because it was much cooler or John Lasseter jumped off to investigate computer animation.” (Lasseter, inspired by TRON, would develop a version of Where the Wild Things Are that combined computer-animation and hand-drawn animation before leaving to join the pioneering group at Pixar.) Other animators worked on Mickey’s Christmas Carol, a primetime holiday special, instead, including rising young stars Glen Keane, Randy Cartwright and Mark Henn.

But the unrest wasn’t relegated simply to the animation rank-and-file. Several sizable shakeups happened in the cast of the movie as well. In 1981 Disney Channel special called The Illusion of Life, Hayley Mills appears and proclaims that she will be voicing the character of Princess Eilonwy in The Black Cauldron. But in the final film she was replaced by British voice actress Susan Sheridan. In the 1983 Backstage Disney special, Hale explicitly mentions Jonathan Winters playing the king of the fair folk, a race of underground fairies. He didn’t make the final cut either, perhaps due to how dramatically that sequence was trimmed. (“Entire sequences would fall off the planet because they didn’t fit in with the movie,” Hahn explained. This being one of those sequences.) And Hale would later claim that Bette Davis and Lauren Becall were considered for the witches, but ultimately passed up.

One of the last key animators hired was Dave Bossert, who was tasked with working on the movie’s complicated special effects, which included the first computer animation seen in a hand-drawn Disney animated featuref. Bossert would go on to play a number of roles at Disney Animation, including overseeing painstaking restorations of some of the studio’s classics (“I tell people I do everything from executive produce to janitorial,” he said). But at the time he was there to try and get the movie finished, at a critical point. “What was happening was the artists in the effects department, as they were finishing scenes that they were working on, some of them were getting pink slips and some of them were being moved onto a live-action film called My Science Project,” Bossert explained to me. My Science Project ended up being a sort of halfway house; those that worked on the movie were then quietly shuffled out the door.

In fact, there were so many people leaving or getting fired that he went to Hahn to ask him when he was going to get the ax. “I said, ‘Hey can you give me an idea of when I’m going to get let go, I want to plan out my summer,’” Bossert remembered. “I was single and living in Marina del Rey. I’d worked all this overtime and made all this money, I figured I’d spend the summer on the beach and figure out what I’m going to do with my life. Don looked at me and said, ‘We’re not letting you go.’” (Dave still took some time off after his duties were finished and had a very nice vacation.)

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Image via Disney

One of Bossert’s key assignments was a magical bauble that would follow Eilonwy around. And while it was technically computer animated, it was brought to life with startlingly rudimentary technology. “That was done on an HP desktop computer and it was printed out and we had to take the print-outs and tape them onto animation paper to create the animation,” Bossert said. “And those went through the traditional ink-and-paint process, transferring them to cels and all of that.” It was one of several CG effects in the film, including a boat that our heroes travel in and the titular cauldron itself, sometimes combined with live-action elements shot specifically for the animated film.

When his effects work was completed, he got another odd request: help out with the Ink & Paint department, finishing up cels. “To this day it was the best education I’ve ever gotten at the beginning of my career, because I got such a detailed overview of the backend process of animation – not just ink and paint but xerox process, the checking process, the final checking, scene planning, camera, the whole thing – I got such an education from people who had been there for decades,” Bossert said. He was responsible for painting many of the cels for scenes that he had worked on – highly detailed work that gave the young animator an appreciation for what had been accomplished.

Apparently finishing the cels was a huge issue, especially as the production was running out of time. Due to the cumbersome nature of the 70mm and the sheer size of everything, Hahn had to look elsewhere to complete work on the film. (Apparently Bossert’s cel-painting only helped so much.) “I ended up flying to Korea and Japan to try and find places to do Ink and Paint work, because it was pre-computer and there was a lot of animation work done there and we needed people to paint cels. So I’m sitting in a hotel room in Korea going, what am I doing here?” Hahn explained. “In the end we hired a studio in Seoul and I moved two people over there and they helped paint a lot of special effects cels. It was kind of a disaster. We had to ship these huge boxes of cels, in huge wooden crates, to Korea and back again and shoot them in Los Angeles.” If Hahn wasn’t on edge before then, can you imagine as he patiently waited for finished cels to return from overseas?

The Arrival of Eisner and Katzenberg

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Image via Disney

Bossert arrived on the film during what was supposed to be the final year of production, but another huge curveball came in the form of the installation, in 1984, of new executives Michael Eisner and Frank Wells, with Eisner subsequently bringing Jeffrey Katzenberg on to oversee the film output, including animation. It was the first time anyone from outside of the Disney family had run the company, and it followed an incredibly fraught time when corporate greenmailers threatened a hostile takeover of the studio, with different divisions being sold for parts. The staff was nervous and had little to go on. Bossert remembers rumors flooding the hallways of the studios, with animators keeping a close eye on the daily newspapers. None of the new executives had ever worked in animation before.

“They were being educated on a fast track on how animation works and how much it costs. They were in shock, both of them. I remember somebody had observed them coming out of a conference room saying, ‘So it takes how long to make these things? And it costs how much?’ With that tone of voice,” Deja remembered. “That got back to the crew and it was like, Oh that doesn’t sound good. This is going to be a live-action studio only. This was the stuff they were used to, they’re just going to do live-action movies.” Quietly, animators started to make back-up plans. For Deja, that meant going to Bluth’s newly formed studio. “I met with Gary Goldman and showed him my portfolio and he said, ‘If things don’t work out at Disney, come over here,’” Deja said.

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Image via Disney

The Black Cauldron was nearing completion when Katzenberg asked to see the film. He was shocked. The movie’s bleakness was appalling and he wanted it recut. “He went into editorial and he didn’t really have a full understanding of animation at that point,” Bossert said. “It was right at the end and that was Jeffrey saying, ‘Let me see the outtakes so I can recut this,’” Hahn remembered. “You don’t have other shots that you would like with live-action. When he realized that any cutting he did would require doing new animated scenes to hook things together, the cost of that ballooned a bit and they decided not to go forward with that and just left it the way it is,” Bossert said. He did cut some things, shortening a particularly gruesome sequence where one of the “cauldron born” (skeletal ghouls created by the black cauldron) attacks a human soldier and other moments he deemed too grim. It made a choppy movie even choppier and forced the movie’s release date to get pushed back once again, from December 1984 to summer 1985. Katzenberg also made some personnel changes. “He let the whole leadership and management of the movie go,” Deja said. Additionally, the building where the animators had worked on Black Cauldron was going to be converted to splashy new offices for production companies for the live-action slate. Animation was getting kicked off the lot to a rambling industrial park down the street. “We didn’t move Cauldron to the new studio in Glendale but still there was this sense that once this movie is over, we’re out of here,” Hahn said. “And that didn’t help the morale at all.”

Hahn remembered that the studio’s new leadership seemed to get behind The Black Cauldron, and animation in general, thanks largely to Roy Disney, who had returned to the Disney board after leaving in the late 1970s and engineering the seismic corporate turnover that would see Eisner and Wells taking control. Roy loved animation and Eisner and Wells were happy to let him oversee the unit. “They threw us a big party and we went to Chasen’s and were eating Chasen’s chili and everybody’s high-fiving and celebrating Black Cauldron,” Hahn said. “We showed it at the Academy Theater in Beverly Hills. They were very, very welcoming to animation with this movie that wasn’t playing that well.”

Box Office Bust

And then, finally, in the summer of 1985, The Black Cauldron was released. There are some reports that Disney had wanted to outfit theaters with special holographic technology, to enhance the film and add a little sizzle to the marketing. But Bossert asserts that he never heard anything about that and assumes that it came from Imagineering, which following the completion of EPCOT Center and Tokyo Disneyland was facing a massive reduction in the workforce.

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Image via Lucasfilm

If you’ve never seen The Black Cauldron, it’s very much worth watching (it’s currently streaming on Disney+). While the plot, concerning a young boy and his pet pig (who knows the location of the dreaded black cauldron), doesn’t make a whole lot of sense. But there are some generally thrilling sequences, like an early moment where giant, dragon-like beasts come after the pig and anything involving The Horned King, malevolently voiced by the great John Hurt. Some moments, like the deadly goo released by the black cauldron and the shimmery swordplay, seem directly inspired by live action fare of the period, things like Raiders of the Lost Ark or Star Wars. (It didn’t quite work.)

And the score for The Black Cauldron by Elmer Bernstein, which somewhat got lost thanks to the constant editing and mixing, is terrific – according to a re-release of the score he used the Ondes Martenot, a “French keyboard instrument that uses oscillation in vacuum tubes to produce eerie, sustained tones similar to that of the early electronic instrument the Theremin.” It produces that “UFO sound” that can be heard all over Bernstein’s Ghostbusters score from the previous year.

Critically, the to The Black Cauldron was mixed. Roger Ebert gave it three-and-a-half stars (out of four) and called it “a rip-roaring tale of swords and sorcery, evil and revenge, magic and pluck and luck.” Most complemented its visuals while finding fault with its story. “Technically brilliant though short on narrative,” Paul Attanasio wrote in the Washington Post, echoing the sentiment of many reviews.

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The Samuel Goldwyn Company

Financially, it did much worse. According to Hahn the final budget wound up being a whopping $44 million, making it the most expensive animated film ever (at the time). It only made $21 million domestically, which meant that it was outperformed by The Care Bears Movie, which was released earlier that year. (Bossert’s theory is since the movie was produced by the previous regime, there wasn’t much emphasis on the part of the new executives to properly market the movie.) And it seemed like the severe underperformance of The Black Cauldron could have signaled the end of Walt Disney Animation.

Eisner later told Hahn that there was never any real consideration to closing the animation unit, mostly due to Roy, there were still “spankings all around.” Ron Clements, who was toiling away on The Great Mouse Detective, later said that he had to sell the new studio brass on the concept. “We had to pitch our Great Mouse idea to them as if it were a brand-new project, even though we’d been working on it for a year and a half,” Clements bemoaned. “It was like, holy shit this was really expensive we’re not going to do this again,” Hahn said.

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Image via Disney

In the years that followed, The Black Cauldron wasn’t re-released into theaters every 7 years like Disney’s other animated classics. And while virtually every other Disney catalogue film saw a release on home video in the late 1980s or early 1990s, it wasn’t until 1998 that The Black Cauldron was released on VHS. (It came out on DVD, complete with special features including special features, but was never released on Blu-ray.) While Hale later claimed that an unedited cut of the film existed (#ReleaseTheBlackCauldronGoreCut), in the early 1990s, then-head of animation Peter Schneider tasked Hahn and editor Arthur Schmidt with delivering an improved cut of the film for home video. “We tried. But we could only make it shorter. It just didn’t work. After a while you can’t take the basic quality of what you have. It’s trying to make a fine piece of furniture out of a flawed piece of wood,” Hahn explained. “You whittle it and sand it down and pretty soon there’s nothing left. After it was made, as much as we tried, we couldn’t do anything to reshape it.” So far, any alternate cut of The Black Cauldron has yet to surface.

All's Well That Ends Well?

Incredibly, a small cult movement grew for The Black Cauldron, even though it was incredibly difficult to find and, as a film, is pretty difficult to fully appreciate. Hahn describes the cult appreciation as “10 people wearing black T-shirts.” “It’s sort of surprising that it has that cult following,” Deja admitted. Bossert did some screenings of the film at Walt Disney Animation in the late 1990s – to packed houses. “They were standing room only because people hadn’t seen the movie,” Bossert said. In 2015 Hahn hosted a sold-out screening at Disney’s El Capitan theater in Hollywood, where he reunited much of the team behind The Black Cauldron, including a 90-year-old Hale!

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Image via Disney

Looking back on the movie, most involved see it as a pivotal learning experience, even if ultimately they fell short on delivering the next Disney animated classic. (“The inexperience we had showed in so many areas of that film including in animation, draftsmanship and all that,” Deja said.) Just a few years later Hahn, Bossert and Deja would be reunited on a much more interesting project – one that would cause their “stock to go up” (in Deja’s words) and become a box office powerhouse and critical darling.

“It was a necessary step. I think the studio would have been different without it. It gave us a low point to build off of, it did develop a lot of new people and new skills and galvanized them at a young age to hang in there with the studio,” Hahn said, encapsulating the experience. “Not too long after that I took Andreas and Dave Bossert to London to work on Roger Rabbit. The release of that – the squash and stretch of that experience is now they’re working on a Robert Zemeckis project and it was thrilling and well-received. I think they had to go through that growth experience to get to the great work later on. I’m thankful for it I suppose. It’s like having been through a war. All those people are friends and I love them.”

The Black Cauldron is streaming on Disney+ now.