August 9, 2016 posted by Greg Ehrbar

Disney’s “Make Mine Music” on Records

makeminemusic-poster600Sort of a pop music twist on Fantasia (1940), Make Mine Music celebrates 70 years since it’s wide release in 1946. Here are a few records that resulted from the film.

It’s been a tradition in Disney animated films—as well as in cartoons of other studios—to reflect popular music styles of the day. Snow White’s score was very much in the operetta idiom, with a little bit of pop and swing (the score for Max Fleischer’s Gulliver’s Travels was even more so).

Make Mine Music is a collection of songs set to animation, not unlike how Fantasia applied classical music pieces to the form. The difference is that, as Leonard Maltin stated so well in The Disney Films, “Fantasia seemed to be cut from the same cloth, so to speak” while Make Mine Music was all over the place.

This may not have been avoidable for any number of reasons. Before target marketing and demographics, consumers of records, sheet music, films and radio broadcasts heard country, swing, and light opera in a random mix. When adapting these forms to animation, the differences become all the more obvious and the results disjointed.

The other factor in 1946 was production costs. The Disney studio was still smarting from limited film distribution caused by the war. There was no way a feature could be made. The 1941 strike had affected both the chemistry within the animation department and, perhaps, the general outlook of Walt himself. Make Mine Music a more familiar, comfortable film than Fantasia, by a long shot.


Yet it was one of the few Disney features with a sad ending. “The Whale Who Wanted to Sing at the Met” is a masterful work, not only onscreen but on the soundtrack, but SPOILER ALERT, wonderful Willie the whale is murdered by a musical moron who thinks the creature had swallowed opera singers. The whale dies; he goes to heaven, the curtains close and buh-bye.

Downer ending aside, Make Mine Music is a treasure trove of bright spots visually and musically. For the purposes of this Spin, the recorded versions of the film’s songs will be explored.


Two of them, “The Martins and the Coys” and “After You’ve Gone,” existed before the movie was released. “After You’ve Gone” was penned by Henry Creamer and Turner Layton in 1918. It provided the music for one of the most acclaimed sequences in the film, as well as a “go-to” clip whenever there was a need to show instruments (along with the Silly Symphony classic, Music Land). This is Benny Goodman’s recorded version:

Alan Cameron and famed bandleader Ted Weems wrote “The Martins and the Coys” in 1936. Lots of artists recorded it, including the Chicago Rhythm Kings:

Disney’s version of the 1936 Prokofieff classic “Peter and the Wolf” was so accessible on TV, in schools and on video, that it’s easy to forget that it was first seen in this film—and was intended originally to appear in subsequent revised reissues of Fantasia, had the 1940 film enjoyed greater box office success.

Peter and the Wolf RCA 78rpmExcept for the title song by Eliot Daniel (who co-wrote “Lavender Blue (Dilly Dilly)” and the “I Love Lucy” theme) and Ken Darby, all the original tunes in Make Mine Music were co-written by the talented Ray Gilbert (lest we forget, he also co-wrote all but the title song in Hanna-Barbera’s Hey There, It’s Yogi Bear. The same is true of the animation that accompanies “Blue Bayou” by Ray Gilbert, Bobby Worth and Paul Weirick. The restored “Clair de Lune” has been widely available recently and the Legacy Collection soundtrack album of Fantasia includes it.

“Blue Bayou” itself has proven to be a challenge, not only because I’ve been unable to find any recordings of the 1946 song, but also because the Roy Orbison version is so (deservedly) ubiquitous. It is important to note, however, that record sales were not the sole measurement for a song’s success in the early 20th century. Sheet music and radio performances were also major factors. Ken Darby, who was a musical fixture on radio programs of the period—especially the long running Fibber McGee and Molly sitcom—surely led his singers in a radio performance of “Blue Bayou” as he had in the movie.

Before Grandma changes the channel from the elegant waltz show to the fights, we hear “Two Silhouettes” (by Ray Gilbert and Charles Wolcott) in the Carousel of Progress Disney park attraction. The sequence in the film is one of the least regarded, as it’s kind of sappy. The cool thing is that the dancing duo also modeled for the animals in the “Dance of the Hours” sequence in Fantasia. It’s a nice song, too, very much like “You Belong to My Heart” from The Three Caballeros. (This Dinah Shore/Columbia Records version was included on a Sony Legacy CD of vintage Disney songs called “Zip-A-Dee-Doo-Dah.”)

“Without You” is the other sequence in Make Mine Music that hasn’t received too many raves. Written by Ray Gilbert and Osvaldo Farres and sung by Andy Russell, the tune is quite enjoyable as a record:

The unmistakable animation and character design of the “All the Cats Join In” sequence make Disney Legend Fred Moore the real star. The song was written by Eddie Sauter, Ray Gilbert and Alec Wilder (who became a preeminent composer and historian). This Benny Goodman segment was combined with “After You’ve Gone” for a 1954 short called “Two for the Record.” Capitol Records released a 45 RPM EP of both songs plus “There’ll Be Some Changes Made” with Disney art on the cover.

Johnny Fedora Sheet MusicThree extended sequences in Make Mine Music tell stories of romance, comedy and fantasy. “Johnny Fedora and Alice Bluebonnet” (by Allie Wrubel and Ray Gilbert, who wrote “Zip-A-Dee-Doo-Dah”) foreshadows such later Disney shorts as Susie the Little Blue Coupe and The Little House in its treatment of anthropomorphized objects involved in a struggle that ends in a somewhat changed but happy existence.

The Andrews Sisters’ silky smooth harmonies brought at least half of the musical story to Decca Records. The odd thing is that the song seems to end halfway through the story. Side two of the 78 RPM is another song called “Money is the Root of All Evil.” Maybe there was a side two released elsewhere, but I can’t locate it at this writing. Trivia note: the first few seconds of this Decca version was heard in the 1972 film version of Slaughterhouse Five.

Jerry Colonna took center stage for the reading of the 1888 poem “Casey at the Bat” (as opposed to being half of the comedy team of Hatter and Hare). For this segment, Ray Gilbert contributed “Casey, The Pride of Them All” with the aforementioned Ken Darby and Eliot Daniel.

Which brings us to the end of the line—literally—for “The Whale Who Wanted to Sing at the Met” (a.k.a. “Willie, The Operatic Whale”). Nelson Eddy was a superstar of movies and stage, perhaps best remembered from those MGM movies in which he and Jeannette MacDonald sang directly into each other’s faces with their volume turned up to eleven.

Columbia gave this story a royal treatment on records. It was sold as an elegant multi-disc 12” 78 RPM album, with soundtrack elements and additional narration by Eddy. The music in “The Whale” consists of excerpts from famous operas.

“The Whale Who Wanted to Sing at the Met” is the only segment in Make Mine Music without an original song (Tutti Camarata remedied that 25 years later on Disneyland Records’ strange Silly Symphonies LP).


  • Old enough to remember seeing nearly all the segments of the package films scattered through episodes of the Sunday night show. Never got to see the intact features until the late 70s, when they were included in a UCSC series tied to an animation class. Were they available as 16mm rentals, or did somebody need connections?

  • Make Mine Music was released in 1946 so wouldn’t it make it Its 70th anniversary since its big screen debut this year unless the OST was released in 1966 to celebrate MMM’s 20th anniversary since its big screen debut making it its 50th anniversary?

    It’s kind of weird that Disney called MMM a “Happy Comedy Musical” even with the tragic outcome of The Whale who Wanted to Sing in the Met (Metropolitan Opera)/Willy the Operatic Whale segment of the movie.

    • We just fixed the anniversary date. Thanks!

    • Regarding the ending: as Bugs said in What’s Opera, Doc?, “Well, what did you expect in an opera, a happy ending?”

  • There is a set of three promo discs — three 10-inch 78 rpm records — of songs from MAKE MINE MUSIC, distributed by Disney to radio stations in 1946 to promote the film. The six songs on the set are:

    “Without You” (Charles Wolcott and His Orchestra; Anita Boyer, vocal)

    “Two Silhouettes” (Charles Wolcott and His Orchestra; Peggy Lee, vocal)

    “Johnny Fedora and Alice Blue Bonnet” (Charles Wolcott and His Orchestra; Peggy Lee, vocal)

    “All the Cats Join In” (Charles Wolcott and His Orchestra)

    “Blue Bayou” (Charles Wolcott and His Orchestra; Hal Derwin, vocal)

    “Make Mine Music” (Charles Wolcott and His Orchestra; Hal Derwin, vocal)

    Not released to the public, the records are quite rare. They are believed to have been recorded for Disney by Capitol Records in late 1945 and early 1946, and distributed in early 1946. The records are discussed in an article in the February 16, 1946 issue of “Billboard Magazine.”

    • Wow… it’ll take years of ebay searching, but I’ll do it. Thanks for the info!

    • The Peggy Lee recording of “Two Silhouettes” is on the Cocktail Hour two-CD set that was released about 10 years ago. There is also a CD from Sony titled “Zip-a-Dee-Doo-Dah” which includes several vintage recordings of Disney songs of the 40’s, including Dinah Shore’s rendition of “Two Silhouettes” and Benny Goodman’s recording of “All the Cats Join In.”

  • Great article. However, the movie is celebrating its’ 70th anniversary, not 50th.

    Also, I enjoy your similar article about this film for D23. However, I noticed you didn’t say anything about “The Martins and the Coys”. Is there a reason for that? I’ll understand if you can’t answer this for certain reasons.

  • HI everyone,
    Well, by now you know that math was never my best subject.

    As for Martins and the Coys, I figured that this was an article about the music and not the various releases — and I didn’t want to create click bait about the issue, especially in the light of recent events. Animation Spin is about records and music and there are plenty of places elsewhere to vent about that kind of stuff.

    That’s why I’m reluctant to review the Song of the South records or Huckleberry Hound Tells the Stories of Uncle Remus. My intent is to enlighten and delight, not to upset anyone. We need a little more of that and less of the other. Sorry — I don’t usually say things like this here.

    • Maybe Jerry can create a “safe space” for anyone who is so sensitive they can’t handle someone archiving and researching the whole of animation history. How about a big pink button next to the header with the words CRYBABIES ONLY on it that automatically disconnects the person’s internet connection.

    • You again? (I’m talking to ÖH aka umlaut boy.) Animation history is pretty safe. You can watch all the racist cartoons you want on YouTube – they’re usually headlined “BANNED! RARE!! UNSEEN RACIST CARTOON!!!!!”, and they all have half a million views because people like being naughty.

      There’s also Real History, the kind where actual people had to live and work and suffer the consequences of second class citizenship. That’s kind of why thoughtful people like Greg Ehrbar decide to take a pass on writing about some of the more embarrassing artifacts. But don’t cry! Those artifacts are in no danger of being lost forever. Now why don’t you shut up?

      Black Lives Matter.

    • (Sorry Peter Mork, I didn’t see this since I don’t check these unless I’m looking for a response from one of the talented people on this website.)
      So Jerry Beck & Co. should leave the archiving to the pixelated recesses of YouTube?
      For someone so concerned with equality you sure cast your lot with some inferior stock.

    • I don’t know what that means, but it doesn’t matter.

      You claim to care about animation history, but your dim remarks make it clear that you care more about scoring points with some withered doctrine about social Darwinism and the good old days when your imagined inferiors knew their place. I wish you’d go away, but failing that, I am glad to point out the ugly side of your presence here when required. Some things you shouldn’t let slide.

  • Disney would produce a sequel to “Casey at the Bat” in 1954 – “Casey Bats Again,” where Casey forms his own baseball team with his nine daughters.

  • I have seen this feature in its entirety, as it was shown intact on Disney Channel several years ago. There seems to be an air of melancholy that resonates all through the picture. I don’t know if this was deliberately planned, but nearly every sequence deals with death, destruction, or loss of some kind.

    The first segment, The Martins & the Coys, deals with violence, death, and the afterlife, just as does the final segment, The Whale Who Wanted to Sing at the Met. The deaths are deliberate and preventable, not natural causes. And Peter and the Wolf is ultimately about death as well–with the capture of the wolf and the supposed death of Sonya, who is female in the stage version but male in the Disney version–the belated “happy ending” doesn’t really erase the memory of sorrow at the duck’s presumed passing. Even more light-hearted fare such as Johnny Fedora and Alice Bluebonnet seems depressing to me, with its sense of loss and separation–somehow that ending, with the two reunited as hats on horses, doesn’t seem all that joyous to me, after all of the suffering they have endured–and having ear holes cut out of them for the horses’ ears! Without You is of course again dealing with loss and separation. And even though the segment is upbeat, the title of After You’ve Gone is again emphasizing the theme of loss. The animation seems to take us through various stages of life and death.

    All the Cats Join In has always been a favorite of mine, and it seems to escape the sense of doom and gloom that I get from the rest of the film. And I have to confess I am one of the few people who truly loves Two Silhouettes. I find it unabashedly romantic and charming. I know I am in the minority on that. Blue Bayou is also lyrical, romantic, somewhat dreamy, and to me, pleasant. I am a fan of Walt Disney’s attempts to move in the direction of higher culture. That is why I love the Silly Symphonies and Fantasia, and these classically inspired segments of MMM.

    Considering that the Disney studio had suffered so greatly during the strike and the subsequent turmoil of the war years, it’s probably not to be wondered that the 40’s product seems to lose the optimism that characterized most of Disney’s 30’s work. The sense of melancholy and loss at the studio was probably palpable, especially where Disney often reported that he felt betrayed by the people who had worked for him. I do notice, not just in MMM but in Melody Time and several other 40’s productions that this same air of sadness seems to hover. By the 50’s, this disappears with the advent of Disneyland and the Mickey Mouse Club, plus the weekly anthology TV series. It’s as though the sun broke through the clouds and brought back joy and optimism to Disney’s work.

    • Fascinating analysis, Frederick. Ever notice how, in Fantasia, there is someone waking up or going to sleep in almost every sequence?

    • Also in Fantasia there is water imagery in every sequence–every segment deals with either life, the origins of life, the mysteries and secrets of the universe, the ordering of the universe, man’s relationship to God and/or the gods, the prospect of eternity beyond death, and of course the never-ending battle between the forces of good and the forces of darkness. Fantasia embraces the entire cosmos.

      What is Mickey desiring by indulging in forbidden magic? An understanding of the secrets of the universe and all of the cosmic forces. What are the mushrooms and thistles and nature fairies but expressions of the mysteries of life and the secrets of the universe? Even the Dance of the Hours with its ostriches, hippos, elephants, and alligators presents the procession of time through a given day–another unfolding of the mysteries of life and the universe. Even the visuals accompanying Bach’s Toccata and Fugue are suggestive of life, the cosmos, and eternity. I believe it is no accident that the final strains are of Ave Maria, the triumph of faith over darkness. To me it all fits together pretty seamlessly as variations on cosmic themes.

    • You touch some good points. I think it’s also fitting that Disney’s first single story animated film after the war, “Cinderella”, had the feelings of optimism which shared the studios feelings of hope that paid off at the end and their dreams did “come true.”

  • Regarding: “The Martins and the Coys”.

    Ted Weems (co-composer) had the original version of this song, and cut a very successful Decca record, which featured Elmo Tanner forsaking his whistling to deliver the lyrics in an appropriate manner.

    The song was “covered” by other low-priced marques of the day. The Bluebird heard here is by a house band, with Dick Robertson providing an anonymous vocal. The American Record Company’s “dime store” labels–Melotone, Perfect, Oriole, Romeo and Banner–all had a version by busy studio singer Chick Bullock.

    Three years later, Weems recorded a sequel, “The Young’uns Of The Martins And The Coys”, which suggested that some of the children of Henry Coy and Grace Martin Cou took after one side of the family tree, while others took after the other–and thus doth the feud continue.

    Yes, “The Martins and the Coys” does have its share of violence and death. But it’s probably no ore so than “Hillbilly Hare’ or the Mighty Mouse entry “The Feuding Hillbillies”.

    In fact, this story features one of the few ethnicities that may still be considered “fair game”: white Southern Hillbillies.

    • I love how much everyone adds to these posts. It’s so generous of you to share this information!

    • Besides hillbillies white Irish cops elsewhere are also fair game!

  • Pianist Stanley Black does a nice cover of “Two Silhouettes” on his “Tropical Moonlight” album:

  • Two of my favorite arrangements of “Without You” (AKA “Tres Palabras”) are the beautiful extended version by The Bob Florence Limited Edition on the album “Serendipity 18” ( and the version by the George Shearing Quintet on “Latin Escapade” (,

  • Another great version of “Without You” is on Wes Montgomery’s “California Dreaming”:

  • Hi. If anyone’s reading this, do you know who the female vocalist on “All The Cats Join In” is? I assume the man is Benny singing, but I haven’t had any luck in tracking down the female voice. I don’t think it’s Peggy Lee based on this person’s research, but if not her, then who?

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