December 19, 2018 posted by Devon Baxter

Rudolf Ising’s “The Bear That Couldn’t Sleep” (1939)

For this Christmas season, today’s animator breakdown features the debut of the old bruin many hardcore animation buffs know as Barney Bear!

After all the elaborate work that goes into making the film – MGM rewards the public with a theatrical poster by Bela Reiger

In early 1937, MGM terminated its agreement with the studio run by Hugh Harman and Rudolf “Rudy” Ising, due to many of their films exceeding their allowed budget. MGM formed its own animation department, while Harman and Ising were obligated to deliver a few cartoons under their contract. Late in the year, the two loaned their inking and painting department to Walt Disney in order to meet the December 1937 premiere date for Snow White and the Seven Dwarfs. In turn, Disney subcontracted a Silly Symphony cartoon, released as Merbabies, to Harman-Ising, along with other cartoons under a complementary arrangement. The two were only given “a stack of inspirational sketches”, as Harman described it to Michael Barrier, since the Disney studio already faced difficulty in its story development.

After the completion of Merbabies, the two men set to work on their other films, which they decided to produce separately. However, Disney informed them that his distributor, RKO Radio Pictures, objected to outsourcing Silly Symphonies to other studios. With their bargain closed, the two were forced to finish their films for an MGM release. However, the studio could not keep afloat with its limited resources from the returns of Merbabies and H-I faced irregular shutdowns. Harman and Ising were forced to file for bankruptcy by July 1938. They agreed to work for MGM’s new animation department by the following October, but under separate entities. One of the films from the original agreement was Goldilocks and the Three Bears (1939), which featured an eponymous bear family who starred in two other cartoons, Papa Gets the Bird and A Rainy Day with the Bear Family, both released later in 1940.

The next cartoon in the production pipeline after Goldilocks was based around the demeanor of its director Rudy Ising. Carl Urbano, an animator on the aforementioned film, recalled that Ising was a drowsy presence at the studio, as if he were a “sleepy bear.” As he explained, “He drank a lot of coffee and looked out the window a lot.” In The Bear That Couldn’t Sleep, Ising used frustration comedy reminiscent of Edgar Kennedy and Wallace Beery to illustrate “Old Bruin” being unable to sleep throughout hibernation during the winter months. Producer Fred Quimby agreed upon the bear’s similarities to Ising’s lethargy; his nickname for Ising was “the bear.”

Rudolf Ising standing over animator Pete Burness

The surviving production draft for The Bear That Couldn’t Sleep indicates December 19, 1938 as the earliest date when animation began. As the date signifies, it can be assumed this cartoon was Ising’s first MGM production without Harman’s partnership. In the draft, a few scenes before the establishing shot of Old Bruin’s home were intended (one credited to Ray Abrams and another to ex-Disney animator Leonard Sebring) but are omitted from the final film. Besides Abrams and Sebring, animators Pete Burness, Mike Lah, George Gordon and Carl Urbano are credited for their work in the production papers.

Carl Urbano started his animation career at the Charles Mintz studio in late September 1931, along with Claude Smith and Ray Patterson, both of whom worked at Disney but left during the 1941 strike, becoming pivotal artists for MGM’s cartoons during the 1940s. Urbano is assigned to the scene of Barney settling in his bed, used three times in the film, each with different circumstances interrupting his slumber. Jack Zander, an animator in Hugh Harman’s unit, recalled the animation of the cozy bear “tickled Rudy like crazy, because it was the sort of thing he just loved.” Urbano also animated the bear eliciting a nervous gulp over a certain moisture on his bed, before discovering his hot-water bottle has leaked onto his mattress. In a sequence near the end of the film, Urbano handles the exhausted bear counting sheep, where he ends up dreaming about a crowd of small lambs around him as he intermittently drifts in and out of sleep.

In many of his films, Ising tends to utilize dissolves—usually intended to indicate the passage of time—rather than a simple cut to the next scene. In the animation footage in The Bear That Couldn’t Sleep, Ising assigns small blocks of scenes for the artists, with some credits alternating back and forth. For instance, Urbano animates the water droplets from a stray root rhythmically splashing on the bear’s nose, then switches to Mike Lah when the bear ties the root into a knot. Ray Abrams is credited on shots of the coals hitting the bottom of a teakettle over the fire, normally designated to an effects animator, while Pete Burness handles the character animation of the bear’s reactions and taking the teakettle away to cease its whistling. George Gordon animates the following scenes of the bear, ignorant of the burning coals in his pajamas, while Mike Lah animates the bear hurriedly exiting and seating himself on a snow mound to extinguish the fire. Lah also animates the bear’s slow burn, a la Edgar Kennedy, after the wind blows his door shut and locks him out.

Animation continued on the film until around February 18th, 1939, as indicated on the draft. Variety reported musical composer Scott Bradley recorded the score for The Bear That Couldn’t Sleep three months later, on May 31. (This coincided with the recording for the musical score in Hugh Harman’s Goldilocks and the Three Bears.) For the opening title, Bradley uses the song “Sleepy Head” (Walter Donaldson/Gus Kahn) from the Gary Cooper-Marion Davies film Operator 13 (1934). The film was released June 10th, 1939, and reissued as a “Gold Medal” reprint on December 5th, 1953, where all current circulating versions originate.

Happy Holidays, everyone! Enjoy the video!

(Thanks to Michael Barrier, J.B. Kaufman and Frank Young for their help.)


  • I always remember this cartoon moving as slow as Ol’ Bruin, himself, but oh, was this cartoon beautiful to look at. The real draw to most BARNEY BEAR cartoons, along with the Harman THREE BEARS cartoons, is that there would be some key scene that would astonish in its brilliance, even if one suspected that some sort of rotoscoping was used. In this case, the wildest moments were when a hot coal or two landed in Barney’s night clothes, popping like corn kernels and sending him rushing outside to land on snow, but there would be more obsessive bits of animation in subsequent titles. Just check “THE FLYING BEAR” which is probably the most elaborately animated of the Rudy Ising shorts.

    • Ising’s cartoons were always on the slow side, even compared with his partner Harman, who often had exciting action sequences on his. Even Disney’s “mood piece” films like The Old Mill were faster paced.

  • Like the Tom & Jerry shorts from this period which were reissued, I’d be intrigued to someday see the original opening from 1939 for this. Besides the obvious insertion of the 50’s era ‘Barney Bear’ card where the ‘An MGM Cartoon’ title would have originally been, it sounds like the music over the short’s main title is truncated as it dissolves into the opening prologue.

  • The music was recorded only 10 days before the film’s release? Didn’t know Technicolor (and MGM’s sound cutters) had such quick turnaround times back then.

  • In many of his films, Ising tends to utilize dissolves—usually intended to indicate the passage of time—rather than a simple cut to the next scene.

    As a kid, I sorta thought of how rather excessive those dissolves were in Ising’s films.


  • I remember first seeing the Barney Bear movie cartoons on “The Tommy Seven Show”, weekday evenings and weekday mornings and on Saturday afternoons on WABC TV Ch.7 in NYC …from 1960 to 1963.

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