August 21, 2020 posted by Jim Korkis

Mad Madam Mim

Suspended Animation #281

While Madam Mim is cited as the main villainess of Disney’s animated feature film The Sword in The Stone (1963), her character and short scene are completely irrelevant to the story. She appears approximately an hour into the film and appears for only roughly ten minutes total and is never seen again since she is not really a credible threat.

The film is loosely based on the novel The Once and Future King by author T.H. White first published in 1958. The book collects and extensively revises several shorter novels by White published from 1938 to 1940 but eliminates things from the previous books including the character of Mim who appeared in the first novel.

In Chapter 6 of the 1938 edition (pages 74 -100), when Wart and Sir Kay are hunting for a lost arrow, they are tricked by Mim to come into her cottage where she captures and imprisons them. She intends to cook and eat them for her dinner. A goat in the next cage escapes with Wart’s help and brings Merlin to rescue the pair which he does when he defeats Mim in a magical duel and she dies.

It was only the second Disney animated feature to be entirely written by just one storyman, Bill Peet, who had previously done the same on 101 Dalmatians (1961).

Peet decided to resurrect Mim as a character for the film and incorporate the magical duel as it would be a visual treat. In one of his proposals for an alternate opening, he intended to have Madam Mim usurp the throne of England by trying to kill young Arthur before he ever pulled the sword and her using a raven to keep surveillance for her.

As Peet remembered, “When I designed Madam Mim, Walt said, “Who is this frowzy old lady? Bill, why can’t we have a big, tall dame with black hair?’ I said, ‘Walt, we always do that. She has to be a counterpart to Merlin. He’s an old eccentric, and so she has to be too. They have to match’.”

Animator Frank Thomas wrote, “The mad Madam Mim was a contrast of wild actions and restraint with unexpected outbursts accenting her overall timing. Storyman Bill Peet gave us the wizard’s duel, a perfect use of animation, maintaining personalities through a surprising change in forms and exciting action.”

Animator Andreas Deja said, “Walt Disney assigned Milt Kahl and Frank Thomas to this character, knowing that if you combine their creative forces, nothing but great stuff would come out.

“To give the design contrast, her body is kept short and chubby, her arms and legs are very thin and boney. Both animators just loved working on Mim, and they agreed that there should have been more of her in the movie.

“Frank had a lot of fun with her dialogue scenes. His acting is eccentric, too, but it feels very believable and grounded. Milt’s animation is full of inventive moves, like funky dance steps and hops. When Mim turns into a ‘beautiful’ witch, her moves are almost risque.”

Mim is a charmingly memorable character despite her vindictive nature and the Wizard’s Duel scene demonstrates a mastery of animation but Merlin’s lesson that brains can overcome the threat of brawn has already been established in a previous scene where Wart had been transformed into a small fish in the moat.

Animator Frank Thomas wrote, “Mim was first seen cheating at solitaire, which for her was as moral and honorable an attitude as we ever saw her have. She could transform herself into anything, never played fair, was an out-and-out liar and was naturally a poor loser which is why she had to cheat. On four different occasions she proclaims she has won even though no one is competing with her.

“With the voice of Martha Wentworth, she was a cross between an aging spoiled brat and a young crotchty hag. She was a great character, being alive and vibrant and fun to animate, but the story was not constructed to use her in more than one cameo appearance.”

Verna Martha Wentworth had a long radio career beginning in the early 1920s that included playing the role of The Wintergreen Witch on The Cinnamon Bear (1937) radio program. She provided voices for a few Warner Brothers animated shorts in the 1930s as well as Jenny Wren in Walt Disney’s 1935 Silly Symphony Who Killed Cock Robin?

She did voice over work in Disney’s 101 Dalmatians (1961) providing the voices for the characters of Nanny, Queenie the Cow and Lucy the Goose. Two years later for The Sword in the Stone she provided the voice for Madame Mim and the overweight Granny squirrel. It was her last credited film appearance before her retirement and death at age 84 on March 8, 1974.

Peet drew the first sketches of Mim and several of his later children storybooks have short little witches in bloomers and scraggly hair that were very obviously inspired by his Madame Mim designs.

It was Disney Legend Milt Kahl who redesigned the character. When director Woolie Reitherman saw Kahl’s first rough drawings of Merlin and Mim, he remarked to the animator that they could be displayed in a museum. Kahl’s classic response was: “Aw, you’re full of it!”

In September 2017, I interviewed Disney Legend Floyd Norman who worked as an assistant to Milt Kahl on Mim.

“Bill had done some character designs but Kahl refined them. One of my most delightful assignments was cleaning up the wonderful character, Madam Mim. Mim turned out to be a very engaging character that audiences loved.

“I seldom spent time with Milt going over his scenes on the moviola, but the Mim scenes were an exception. Kahl actually seemed to get a kick out of viewing his own animation. He would run his animation of her over and over laughing his head off.

“In a final bit of animated fun, the less than attractive Madam Mim transforms herself into a sexy babe. It was no accident that the ‘sexy Mim’ bore a remarkable resemblance to a tall, leggy redhead who worked upstairs in the layout department on the second floor.

“Although Kahl never admitted it, it was obvious it was inspired by layout artist Sylvia Roemer. Sylvia had started in Ink and Paint and worked her way up into layout. Others recognized the resemblance immediately as well but Sylvia either didn’t notice or just never said anything.”

Mim has appeared in several hundreds of comic books worldwide and in 2001, Madam Mim showed off her magical skills once again in several cartoons as part of Disney’s House Of Mouse including Mickey and Minnie’s Big Vacation, Goofy’s Valentine Date as well as the 2002 direct-to-video feature Mickey’s House of Villains.


  • When I first saw The Sword In The Stone in 1980, I was disappointed with Madam Mim.

    This is because I first became acquainted with Madam Mim in the comic books.
    She clearly inspired the writers and illustrators e.g. she was a terrific foil particularly to Uncle Scrooge.
    I continue to enjoy rereading those stories.

    So I expected her role in the movie to be more prominent.

    And having read the Little Golden Book pictured in your story prior to the screening, there were no surprises – I thought there would be more of her.

    However fleeting, Madam Mim was probably necessary in the movie because she fulfilled the villain role.
    It was the only time that the hero was in real peril (being smooched to death by a squirrel isn’t quite the same thing).

    And the segments with the wolf were much funnier.

    Martha Wentworth can be seen in a number of episodes of Perry Mason (generally as a Barbara Pepper/Doris Ziffel type character)

  • The wizards’ duel really is an imaginative sequence, even if its denouement owes more to H. G. Wells than to T. H. White, and Madam Mim certainly steals the show in her one scene. Although “The Sword in the Stone” has some outstanding animation by true masters of the art at the height of their powers, as well as some good laughs, it has never appealed much to me. There’s something wrong with any film whose most powerful emotional moment is provided by a brokenhearted squirrel. As for the songs the Sherman brothers composed for their Disney debut, I can only echo the words uttered by Wart when Madam Mim begins to sing one of them: “Oh, that’s terrible!” But it’s been a good twenty years since I’ve seen it, so it might be worth taking another look. I’m sure it stands up as an entertaining story, warts and all.

    If Marc Davis hadn’t gone into Imagineering after “101 Dalmatians”, it’s very likely that he would have been assigned to animate Madam Mim. It’s intriguing to speculate what his take on the character might have been.

    • For the record, Walt himself was not too happy with the result of this film. This might be a reason why Walt got more involved with “The Jungle Book”(even though he sadly didn’t live to see it finished).

  • That 78 record at the top was one of my favorites when I was a kid! Loved the movie and everything about it! Nicely done piece, Jim. I just made this my daily “Today’s New Favorite Thing” on Facebook!

  • Mim’s more-eccentric-than-threatening personality seemed to borrow some from what Chuck Jones, Mike Maltese and Tedd Pierce already had done with Witch Hazel over at Warner Bros. in the 1950s (even down to the transforming into a beautiful woman, though in Hazel’s case, it was not her choice….)

  • I loved how genuinely like a nasty brat child she was. It would been easy to just make her a ‘typical flat villain’….which, technically speaking she still would be…flat that is. Its just she didn’t MERELY stop at the whole “I blatantly love Evil for pure Evil Sake” like the same way classic trope villains do, like Maleficent, The Horned King or Ratigan even, charismatic as all of them totally were. I loved just how god-awful adorable yet JUST enough threatening/simultaneously silly and obnoxious levels of giddy she is too. In a sense she almost is like a G Rated version of Cartman. She doesnt merely like hurting innocent things, or gloating about it, she CONSTANTLY is having a great time bragging about her self and also thinks everything around her is like some kind of literal game. That is so much what like watching or being a real child is like. We at a young age do not have the same ability to use empathy and control tempers and handle things we fail at with dignity. Everything must be in our favor NOW or we freak out and I love how defensive she gets even when Merlin never raises a verbal attack. He gets one line in of “Mim, what are you up to??” And Wart says she was about to kill him and before Merlin even can protest she screams YOU WANT TO FIGHT??? She wasnt even called out yet and thoroughly knows what she was doing was wrong and didnt care. This combined with her little tantrum at the end when she gets sick is all what makes her honestly shortlived and not very epic fight so deeply satisfying because we all I think had that experience with similar aggravating nutcases who had bad need of a time out, be they adult or kids.

  • Why is Disney marketing her as a big threat to the protagonists? When I saw the movie i see didn’t much a threat.

    It’s like the old Disney fairy tale movies AND Song of the South- watch with an open mind and JUDGE by yourself. Forget what others say and FORM YOUR OWN OPINION!

  • Is there any part of that feature that sticks in your mind besides the irrelevant-to-the-plot wizards’ duel? Another example of Walt’s waning interest in the medium.

    • Like I said before, he was a bit more involved with “The Jungle Book”.

    • The girl squirrel sequence. I laugh and cry every time.

  • Incidentally, nowadays it’s hard to imagine any piece of Disney merchandise, even counting edibles, selling for 29 cents.

    • Does anything cost 29 cents these days?

    • When Disneyland “Original Little Long Playing Record” and read-along book sets were introduced in 1965, with Robie Lester as your Disneyland Story Reader, two songs each and a 24-page color books, they sold for 69 cents retail.

    • You can buy a package of ramen noodles for 29¢ on sale.

    • LP Ramen noodles, or just the 45s?

  • I love the details about the animators. It’s great to know Milt was cracking up at his own work; of all people, he deserved to enjoy it like the rest of us.

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