June 20, 2015 posted by

In His Own Words: Frank Thomas on the “Sleeping Beauty” Fairies

Ollie Johnston, seated, and Frank Thomas in May 1957, work on the Three Good Fairies from Sleeping Beauty.

Ollie Johnston, seated, and Frank Thomas in May 1957, work on the Three Good Fairies from Sleeping Beauty.

On the Disney animated feature Sleeping Beauty (1959), animators Frank Thomas and Ollie Johnston were assigned to the three good fairies: Flora, Fauna and Merryweather.

The fairies’ names subtly indicated that they were spirits of nature and therefore benevolent. Flora was to have had dominion over plants. Fauna was to have had dominion over the animals. Merryweather would control the climate. An early concept sketch had her with a little parasol umbrella for inclement weather that seemed to plague her despite her name.

sleeping-beauty-insertWalt ultimately decided not to go in that direction because he felt that while it might provide some humorous situations that it would ultimately distract the audience from what he felt was the real focus of the story.

“At one point, Walt wanted the three fairies to all be alike, sort of like Huey, Dewey and Louie,” remembered Ollie Johnston. “And we [Thomas and Johnson] thought ‘that’s not going to be any fun’. So we started figuring the other way and worked on how we could develop them into special personalities.

“I think it made the picture richer to have them that way. Little Merryweather was a feisty little thing and got upset real easily. Fauna was always trying to keep peace between Flora and Merryweather. Flora was not what you would call an appointed leader. She just sort of automatically became the leader because she had all the best ideas. All in all, the three of them formed a happy team.”

At one point they had fairy-like antennae. It was story artist Don DaGradi who helped set the final design for the characters when he observed that little old ladies wore their hats directly on top of their heads and he created some winsome sketches of the three fairies.

Shortly before the release of the film, Thomas talked extensively with writer Bob Thomas who was preparing the book Walt Disney The Art of Animation (1958) about the making of Sleeping Beauty and interviewed many people for background information.

sleeping-beauty-book250From my files, here is that Thomas interview that shares some wonderful information about the development and thinking behind the three fairies.

“Ollie and I are about the only guys around here who think little old ladies can be funny. The fairies started with the original story crew of Ted Sears, Winston Hibler and Bill Peet.

“The various fairytales had any number of fairies in the Sleeping Beauty story, up to 13. The story boys settled on three. Three characters are easy to work with in animation, and Walt likes combinations of three. They have proven successful in the past.

“The actions of the three were nailed down by the original story crew and the storyboard team of Ed Penner and Joe Rinaldi. It was up to Ollie and me to make the fairies come alive. Character is never established until the pencil lines are put on paper by the animator. And it’s only then character develops.

“So I started studying old ladies. I spent hours in the grocery store, usually at the dog food counter. You see lots of them at the dog food counter. I didn’t mind spending the time. I like old ladies.

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“A project like this affects your thinking after a while. Once at a wedding reception, I found myself studying all the older women there. It was a worthwhile experience. I picked up some excellent pointers on necks, ears, hairdos, and style of dressing.

“I had a babysitter who was a good fat type. I studied her so intently I guess she got self-conscious. She took off forty pounds and I lost a model.

“When I was on vacation in Colorado one summer, I found what I thought was a perfect type. She moved just beautifully. But every time I tried to take movies of her, she froze. It was very discouraging. I went back there, the next summer, but the same thing happened.

“Bit by bit, I learned about little old ladies and how they move. There are two kinds, actually. One kind is all humped over. The other stands straight and erect. This is the more interesting type.


“I found that when old ladies move, they bounce like mechanical toys. They paddle, paddle on their way. They stand straight and their arm movements are jerky. Their hands fly out from the body. The reason for all this is that they’re afraid to get off-balance, afraid they will fall over.

“We had to find out everything we could about the three fairies. It’s the same thing we do with every character. If we had a Sneezy in Snow White, we had to know how he ate his food, combed his hair, blew his nose. Everything. You can’t draw what you don’t know.

“For the fairies, we tried all kinds of costumes. We looked in costume books for medieval attire. We tried Scandinavian versions, German types and many more.

“We studied people in the studio, men as well as women. We looked at hundreds of actresses, trying to find the perfect types. None of them was perfect.

“But bit by bit, the fairies began to take shape. One became dominant—Flora—and the other two were tagalongs. We tried to make them positive and aggressive. They were do-gooders, but not the retiring kind, not the Carrie Nation type. They had plenty of spunk.


“The conception really took shape when Don DaGradi came up with sketches of the three fairies. They were exactly what we had been looking for. After that, Tom Oreb made model sheets of the fairies in various costumes and poses, showing proportions and relative size. These are used for reference by the animators.

“The voices were found for Flora, Fauna and Merryweather and the dialogue was recorded. Then the work of animation really began.”

With the push to promote the Disney fairies franchise these days, it is a shame that Flora, Fauna and Merryweather (along with the Blue Fairy from Pinocchio and the Fairy Godmother from Cinderella) seemed to have been completely forgotten. It also bothers me that Tiger Lilly, a true Indian princess unlike Pocahontas, is not part of the Disney Princess brand.

The characters did enjoy other adventures in the comic books prepared by Western Publishing and distributed by Dell in the 1950s and 1960s.


  • You know why they won’t use Tiger Lily: it’d call too much attention to those 1950s Native American stereotypes in Peter Pan.

    • Sad really, she was such a nice looking design anyway.

  • I thought this note from an April “Animation Anecdotes” was interesting and was curious why it wasn’t expounded upon in today’s post.

    Regarding using live-action footage as references for the fairies:

    “That footage featured top film character actresses like Spring Byington (perhaps best known for the December Bride television series in the 1950s), Madge Blake (who played Aunt Harriet in the Batman TV series) and Frances Bavier (who was Mayberry’s Aunt Bee on The Andy Griffith Show) among others.”

    Was this the solution when, as Frank Thomas says, no in-person models could be found?

    “We studied people in the studio, men as well as women. We looked at hundreds of actresses, trying to find the perfect types. None of them was perfect.”

    • Boy, Animation Anecdotes is a great place to find interesting information! I didn’t use that information or follow up because the focus of the “In His Own Words” columns is to use whenever possible only the words of the person with as little background material or commentary as necessary to help understand what is being said. I have no direct quotes from Frank or Ollie of why those actresses were brought in. Sorry. I think this may also be the case that when you interview someone, they don’t remember everything or even remember everything they do say correctly. They are more concerned in terms of telling a good story. By this time, Disney was extensively using live action reference models to save pencil mileage on the animated features.

  • Hi Jim! Great post as usual. Do you have any information about why the three good fairies were cast as old ladies?

    • Traditionally, young women in fairy tales are mentored by old women who have lived longer, know more, and have a wider perspective. This is how information was passed along from generation to generation from everything to secret recipes to how to cure warts with a raw potato. (Young men like Arthur are mentored by old men like Merlin or Luke Skywalker by Obi-wan and Yoda.) Also, you don’t want to have someone prettier than the lead female character. Basically, I believe the thinking was that the fairies would be surrogate parents like maiden aunts so would be older.

  • Great answer!

  • Not surprisingly the Three Fairies (or is it Færies) from Sleeping Beauty (Flora, Fauna and Merryweather) are being seen by a new generation of young viewers in Disney Junior’s Sophia the First as the three teachers of the magic academy that Sophia her step siblings and friends attend..

  • They haven’t been totally forgotten; they have rather big roles in the Disney Jr program Sofia the First.

    • Yup. They (Flora,Fauna and Merrieweather) are the three instructors at the magic academy where Sophia attends. Also almost every Disney Princess (from Snow White to Rapunzel) has made a appearance on Sophia the First.

  • They are not “completely forgotten”. All 3 are recurring characters in “Sofia the First”; they’re even in the opening titles. (Though for some reason Fauna now wears glasses. They also added an “evil” fairy voiced by Megan Mullally.)

    • Barbara Dirickson is the voice of Flora
      Russi Taylor is the voice of Fauna
      And Tress McNeille is the voice of Merryweather on Sophia the First
      Megan Mullally is also the voice of Miss Nettles.

  • I must confess I always had mixed feelings about the fairies. They were fun characters, but they seemed to pull the movie away from what I (and many others, I suspect) expected. The ads promised medieval splendor (the very opening) and action (the very end). Even romance was shortchanged, with one lavish duet and the characters separated until the closing moments.

    They may have been meant to function like dwarves, but Snow White had a sweet and funny relationship with them throughout. This very young girl appoints herself house mother and nursemaid to her tough old protectors, who respond by becoming little boys around her. The characters we’re told to care about are front and center, MAKING us care.

    Maybe if “Sleeping Beauty” showed how Aurora related to her guardians, she’d gain some dimension. And their relationship to her could make their battle with the evil fairy more personal. If the fairies are going to hold center stage, tell us they’re supposed to.

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