August 23, 2016 posted by Greg Ehrbar

The #1 All-Time Greatest Cartoon Record Album Ever Made

The grand finale to last week’s list of top ten greatest cartoon records is—forgive the unabashed subjectivity—the best record album in any genre.


Music from the Original Motion Picture Score
Camarata Orchestra and Chorus with Solos by Darlene Gillespie
Disneyland Records WDL-4015 (12” 33 1/3 RPM / Mono / 1957)
LP Reissues: DQ-1208 (1959, Red Cover); DQ-1208 (1968 Blue Cover)
CD Reissues: Walt Disney Records Japan PCD-00038, PCD-00138
CD-R Reissue: DQ-1208 (Wonderland Music On-Demand at Disney Parks, 2005)
2016 Picture Disc: Walt Disney Records D-002390301

Executive Producer: Jimmy Johnson. Producer/Arranger/Conductor: Tutti Camarata. Cover Art: Al Dempster (1957 Version) Running Time: 31 minutes.

Songs: “Alice in Wonderland,” “In a World of My Own,” “I’m Late,” “The Caucus Race,” “How D’Ye Do and Shake Hands,” “The Walrus and the Carpenter,” “All in the Golden Afternoon,” “Very Good Advice,” “Alice in Wonderland (Finale),” by Sammy Fain, Bob Hilliard; “’Twas Brillig,” by Don Raye, Gene DePaul; “The Unbirthday Song,” by Mack David, Al Hoffman, Jerry Livingston.

Instrumentals: “Alice in Wonderland,” by Sammy Fain, Bob Hilliard; “March of the Cards” by Sammy Fain.

When Walt Disney’s Alice in Wonderland was in preparation, Decca Records licensed the soundtrack for their record label (the Walt Disney Studios did not yet have a record division). The soundtrack seemed a natural for records. The film boasted the largest number of songs in any Disney animated feature (still true to this day).

Decca had already released a 1949 record album starring Ginger Rogers, who narrated the Lewis Carroll story with songs by Frank Luther (with Arthur Q. Bryan as the White Rabbit). This album featured cover art with a Disney copyright, but there was no Disney material on the record itself. There had been talk of a Disney live action/animated Alice with Rogers. Perhaps this was the sole result.

Alice1957LP-green-600Even though RCA Victor released a super-deluxe book and record set with members of the cast reenacting the story and songs, Decca never acted on its option to release an Alice in Wonderland soundtrack album. The film had proved to be a difficult project for Walt Disney and his artists, as well as a financial “underperformer” in its initial release. (In the 75 years since of course, the film has earned classic status and a devoted following, having moved forward into the time it was “ahead of” in 1951.)

When Disneyland Records was born in 1956, label president Jimmy Johnson and producer Tutti Camarata put together a series of soundtrack albums from classic animated features, including Snow White, Cinderella, Bambi and Pinocchio. Alice was not considered in their league at the time, but it was far from a forgotten film. It was one of the first films Walt Disney presented on his Disneyland TV series in 1954 (reflecting its lack of theatrical reissue potential). The score yielded two bonafide standards: “I’m Late” and “The Unbirthday Song.” Major stars of the day, from Doris Day and Rosemary Clooney to Danny Kaye and Groucho Marx recorded their versions of the memorable tunes.

For Camarata and Johnson, an Alice soundtrack album was out of the question for their fledgling label. Since Decca had obtained the license first, Disneyland Records would have had to re-purchase the rights and pay the fees. It made financial and creative sense to offer Camarata the chance to create a completely new, non-soundtrack version of the score.

Camarata poured his vast musical knowledge and varied talents, into all 31 minutes of the Alice in Wonderland disc. He drew upon his Julliard training, early years with big bands like the Jimmy Dorsey Orchestra and such stars as Billie Holiday, Bing Crosby and Ella Fitzgerald, familiarity with the cream of Hollywood and London musicians and singers and his ability to move seamlessly between classical and popular musical styles.

The entire album originally played out like a two-act concert performance. The opening version of the title song has the grandeur of an orchestra on Oscar night. Darlene Gillespie’s first solo follows: “In a World of My Own.” She yawns into slumber, allowing the chorus to draw us into the a dreamlike state with a nod to the theme before singing “I’m Late.” That tune builds to frenzy, leading to a musical “fall” down the rabbit hole, where the voices take on a mysterious, lost tone.

Surrealism and silliness infuse “The Caucus Race,” “How D’Ye Do and Shake Hands” and “The Walrus and the Carpenter.” Then string section softens the mood as Gillespie sings “All in the Golden Afternoon.” The chorus again echoes the title song and a few other melodies until a towering crescendo signals the end of side one.


Side two feature one of Camarata’s most famous innovations: the midway tempo change. This technique provided the Dorsey Orchestra with some of its biggest hits. In songs like “Amapola,” “Green Eyes” and “Yours,” vocalist Bob Eberle would begin each record in a plaintive, ballad tempo—then suddenly the orchestra would kick into high gear as Helen O’Connell sang the same tune with a Latin rhythm or a lively swing. This was an innovation that was widely imitated.

On Camarata’s Alice album, you can hear it in “’Twas Brillig.” After a stunning instrumental reprise of the title song (which can also be heard in the queue of the Disneyland Alice in Wonderland attraction), the Cheshire Cat’s tune builds quietly as a highland fling, then shifts into a sophisticated swing beat.

Camarata next breaks the film’s song sequence by placing “Very Good Advice” before “The Unbirthday Song.” It may have simply been a matter of alternating between slower and faster ones.

Darlene Gillespie’s pure, trembling interpretation of “Advice” is the emotional center of the album, and worthy of being called the definitive version. It is a testament to her remarkable singing talent that her presence on this album stood on its own for so many years beyond her Mickey Mouse Club days. The album was available for so many years outside the run of the MMC, it transcended her Mouseketeer identity in the minds of a good many listeners who know her only at the wonderful Alice soloist.

1951 nss lobby card 1 640Camarata’s glittering take on “The Unbirthday Song” is, aside from the title tune, the most repurposed of the album’s tracks, making numerous appearances on other Disney records, including the Grammy-nominated A Happy Birthday Party with Winnie the Pooh. It’s followed by a magnificent arrangement of Sammy Fain’s “March of the Cards.” Camarata’s arrangement makes the verse melody more prominent, while Oliver Wallace’s film version emphasized the refrain. Either way is perfectly fine.

The album closes with a finale of the “Alice in Wonderland” song that truly soars. Camarata’s expansive treatment brings a sense of gravitas to the simple tune, interpolating sections of “I’m Late” and “In a World of My Own” right up to the really big finish. There’s just so much to the entire production, it stands up to repeat listening (and I do keep listening—dozens of times a year).

Camarata himself would consider the Alice LP his personal favorite project of his 15-year association with Disney. While his stamp is indelibly inscribed on nearly every Disneyland/Vista record from its first 15 years of operation, the Alice album ties his talents together unlike any other—right down to his acute sense of acoustics and mixing. Randy Thornton, who just remastered the recording for the new picture disc, was astonished at the dynamic range of the recording, not only because it was made in 1957, but because it’s in mono yet sounds richer than many stereo recordings (a stereo version of the title song was rerecorded later. It was featured in a previous Spin.

10aaa2b93181bc894039dae298fa4b9eNeither Tim Hollis nor I, in our pursuit of the talents behind Disney records for our book, Mouse Tracks: The Story of Walt Disney Records, could positively identify the other female singer who is heard briefly in “I’m Late,” “How D’Ye Do and Shake Hands” and “’Twas Brillig.” She can also be heard on several of the early Official Mickey Mouse Club Records, like “The British Grenadier” (“What are we gonna do, Jimmie? We can’t make him smile!”).

Tim connected with Betty Luboff, spouse of vocal group legend Norman Luboff, to see if she was the voice, but she did not recall making the Alice album. Nevertheless, my best deduction is that it is indeed Mrs. Luboff based on hearing her on other records associated with her husband. It is altogether possible that Norman Luboff was the choral director for Alice but could not be credited because of his contract with Columbia Records.

A few notes for collectors: On the original 1957 release of Camarata’s Alice, the tracks were not separated. Side one and two were each one solid band, creating the effect of a “suite,” as Disney historian Stacia Martin describes it. The 1959 red cover reissue was still unbanded (look for a “Walt Disney Home Entertainment Value” ad on the back if you’re searching for a copy).

In 1963, the red front cover stayed the same but the back cover featured liner notes and black-and-white photos. From that point on, every vinyl reissue to date is divided into ten bands (with more bands on downloads and the Japanese CD’s). The 1959 and 1968 covers also incorrectly state that the album contains “all the songs,” which is untrue as “Painting the Roses Red,” “A-E-I-O-U” and a few other melodies were never included on the Camarata version. There were also a few vinyl records pressed in the ‘70s with “original sound track” erroneously printed on the labels.

Side One of the Original 1957 WDL-4015 Release

This is what the album sounded like — side one, anyway — with little or no pauses between songs. Darlene Gillepie’s yawn in “In A World of My Own” spills into the beginning of “I’m Late.” In the later versions in which the songs re separated, you can hear a very slight interruption in her yawn between the two tracks.

2016 picture disc

2016 picture disc


  • YES!!! Alice in Wonderland was on my top ten list last week (the Tutti Caramata arrangement which I bought at Disneyland at a “make your own Disney CD” kiosk at a shop in Main Street U.S.A.)! Recently saw Alice in Wonderland this past weekend on Disney Junior and I still enjoyed the songs from the movie including The Walrus and The Carpenter, The Unbirthday Song (which the instrumental intro is still heard at Disneyland’s Mad Tea Party ride), Painting the Roses Red and my personal favorite The March of the Cards.

    In the DVD release of Alice in Wonderland there were several songs that didn’t made the cut including the song Dream Caravan which was to be sung by The Caterpillar and a clip from The Fred Waring and the Pennsylvanians that featured a jazzy version of The Jabberwocky Song (Twas Brilling).

  • PS, I’ve notice in several of the Alice in Wonderland releases Kathryn Beaumont (who portrayed Alice in the movie) also preformed several of the songs in the original soundtrack.

  • So, the inevitable question: Is the WALT DISNEY LEGACY COLLECTION going to continue to include all this soundtrack material on ALICE? Sure would be an incredible release!

    • I sure hope it happens!

  • You’ve given me a fresh appreciation of this album, which I have heard many times but as individual tracks. To learn that it was originally presented in more of a concert format is a revelation.

    Camarata’s orchestrations are lush and extensive, bringing out the richness of the original score.

    Darlene was arguably one of the most talented of all of the original Mouseketeers. She had an almost Garland-like ability to express the lyrics with the full power of their emotion, and to modulate the musical phrases in varying dynamics, while retaining a vocal freshness and purity. It is unfortunate that she was eclipsed by Annette, who by her own admission was more limited vocally. Annette also struggled with line readings, as her acting was not always convincing. Darlene could sing, dance, and act like a seasoned professional. Annette had a sweet, endearing personality that deservedly made her a fan favorite–but Darlene could deliver the goods in ways that Annette, charming as she was, could not equal.

    This album is a tour-de-force for Camarata as well as for Darlene. Thanks, Greg, for sharing your choice of Number One album. I have been waiting anxiously all week to find out what you were going to present, and your post did not disappoint.

    • Darlene was my favorite, too!

    • Without question, Darlene was the standout talent. However she and her father were reportedly a bit too “difficult” with Disney. This has been considered part of the motivation for promoting Annette in spite of her limitations.

  • I won’t argue with my betters about how wonderful the Alice in Wonderland lp is. But I will argue that the Rocky and Bullwinkle should at least me #2, IF NOT HIGHER! Great original tunes that capture the adult mind of children of all ages. Pity they didn’t incorporate them into the TV shows at some point.

    • I wouldn’t agree about “my betters,” but the Alice album is like buttah.

      Like a stick of buttah.

  • This 2016 remastering is being issued only on vinyl?

    • So far, yes. The CD’s were only released in Japan, though Randy Thornton did remaster the Disney Parks “Wonderland Music” CD-R version. Goodness knows, I hope it is given a new CD presentation too. The picture disc is nice, though, because Alice was never on a picture disc — even in the late ’70s — and this is the first time its been available ob vinyl since about 1988.

  • As much as I love Darlene, I fell in love with the original Kathryn Beaumont versions. They have a childlike simplicity and are often off key, but that’s the charm. It makes Alice seem like a real girl rather than a woman. I asked Kathryn about this and she agreed that Walt wanted the childlike purity of her versions and voice, no matter how imperfect the singing.

    • I agree. Love Kathryn Beaumont and her performance is spot on. Walt was right as usual.

  • I’m disappointed they didn’t get side 2 uploaded. Such a great album!

  • If ALICE is 75 years old, it musta been released in 1941! :-O

  • I would love to know the sales figures of this recording. With so many reissues sold to generation after generation, I’m guessing the sales would amount to Gold or Platinum record status. I have shared this very special page with Darlene Gillespie on fb, who is now remarried and still very proud of her work here.

    • Jon, you know Darlene Gillespie personally, and sent her a personal Facebook message? Or you mean you shared it on her public FB page (which she doesn’t manage, and I don’t think she even checks it much)?

  • Darlene also narrated a storybook version of “Alice” that also had the Camarata score. No mention of it here – but did the storybook album come before the “suite” version or vice versa? The narrated version has Darlene talking and then smoothly seguing into her singing. Her opening line “Hello. My name is ‘Alice.’ I’ve a story to tell you. It’s about a curious place called ‘Wonderland'” is delivered over the opening instrumental of the title song, and as soon as here dialogue ends, the choral singers come in with the lyrics. Later, when she’s telling about the Queen of Hearts and the croquet game, “March of the Cards” is heard in the background. It all seems as though the score was arranged to accommodate narration from the get-go.

    • The score version was created first, but there was an awareness that a Storyteller would also be created. It is possible that Darlene recorded her vocals and narration in the same session, since the narration is only a few minutes long, but my guess is that it was separate sessions because it would be expensive to record narration with an expensive orchestra and chorus in the studio.

  • Greg, speaking of “like buttah” — my main reasons for living (besides Disneyland), Barbra Streisand and Bette Midler, have both acknowledged Billie Holiday’s LADY IN SATIN as the greatest record ever made. Both ladies have recorded songs from that album, and both requested to work with Ray Ellis based on his gorgeous arrangements for Ms. Holiday.

    Perhaps the title “greatest record ever made” should be separated into Disney and non-Disney categories???

    • Of course, you can take certainly “greatest” literally, figuratively, speculatively, or any other way you want, and make as many lists as you desire and I have no doubt they could be considered sound and valid.

      Let’s just say that this album rarely gets the kind of serious adulation it so richly deserves and it is my great pleasure to afford it here.

      By the way, Camarata worked with Billie Holiday and she loved watching cartoons.

  • For the longest time, I thought that Disney never initally produced/released a soundtrack using the film audio because a lot of the songs were too short to be included on a album by themselves unless they’re padded out through dialogue excerpts in a fashion similar to the Peter Pan album by Disneyland Records (soundtrack excerpts were eventually released on the 1992 release “The Music of Disney: A Legacy in Song” before the 1997/1998 Alice soundtrack).

    • The real reason is the one in the article above — the soundtrack was licensed to Decca. It was not because they were of various lengths in the film, otherwise as you said, they could have done a Peter Pan-like album with the voices and sound effects in the selections.

  • Arthur Q.Bryan as The White Rabbit..that would be a natural for his Elmer Fudd/radio voice!

  • I found an Australian CD that appears to contain the Camerata version, no? The label information indicates it was issued on Walt Disney Records and/or Pickwick with the catalog number PKD 6007.

    • That is probably true. The Camarata version was sold internationally, sometimes with translated vocals.

  • Just curious of the 1959 Alice in wonderland is worth if it in great condition

    • Only worth a little more if it there are no banded tracks on the disc. It was released both ways with the 1959 cover.

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