A Hippie in the House of Mouse (Jim Henson at Disney, 1980)

[Geekhis Khan]

A Hippie in the House of Mouse
The Incredible Story of Jim Henson’s Amazing Tenure at the Walt Disney Company

Image courtesy of @Nerdman3000

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Part I: Froggy Went a’ Courtin’

Chapter 8, Frog Eats Mouse?
Excerpt from Where Did I Go Right? (or: You’re No One in Hollywood Unless Someone Wants You Dead), by Bernie Brillstein (with Cheryl Henson[1])

You can blame it all on me.

It was late July of ’79 and Jim Henson and I were having drinks at a bar in Manhattan. We’d just pitched The Dark Crystal to Paramount and gotten shot down. Hard. Jim was putting on his brave face, but I could tell he was taking it bad. I wondered if it was because of Michael Eisner, who was leading Paramount studios at the time. Eisner had been an early supporter of the Muppets back at ABC. He greenlit the Valentine’s Day special in ’73. He saw the potential when others didn’t. To Jim’s eyes he got it. That must have made the rejection that much more painful.

Jim said, “they look at me, and all they see is Kermit.” He meant Producers & Studio Heads. He was right.

Part of being a good agent is knowing what to say to your client and when, and over time you get to know them on a deep personal and emotional level. And I’d known Jim since Rowlf was doing Purina commercials. He always did things on his terms and in his own voice. Even the commercials. His greatest fear has always been losing creative control of his vision to some corporate committee. He needed a lift.

“There’re worse things to be than Kermit,” I said. The Muppets had made Jim a multi-millionaire. The Muppet Show was an international hit, pulling in tens of millions every year. The Muppet Movie was a blockbuster success. There was Oscar buzz. By the time it was all said and done it’d top $100 million between the box office, merch, tie-ins, and sponsorships.

Jim grunted, morose. I see this all the time with kids’ entertainers and comedians: they want to branch out, be recognized for something serious, something real. I saw it with my uncle Jack. I’d seen it twice already with Jim, first with Timepiece in the sixties (which earned him his first Oscar nom) and later with the Gortch skits on SNL (which didn’t go so well). For most talent it was an ego thing, but for Jim it was something more: a crusade to see puppetry recognized as a legitimate art form and more than just kids’ stuff. Crystal was more than just a new look for Jim – it was a burgeoning revolution in the artform. It was going to change everything. And he was losing valuable time.
“Fuck Paramount, and fuck Eisner,” I told Jim. “Here’s what you do: when you get back to London next week you pitch Lord Lew a two-picture deal. First the bait: a Muppet sequel. Then, the hook: Crystal. A movie for a movie[2].”

Jim nodded sadly. It’d work. He knew it. But it meant that The Dark Crystal, the movie he’d been itching to make for the last two years or more, his passion, would have to wait another two years or more while he produced another Muppet flick that his heart wasn’t invested in. He’d given his all to the Muppets for over two decades at this point, but he was itching for a new challenge. He’d do another Muppet film, certainly, and he’d put his all into it, but it wasn’t where he wanted to be.

I could have left it at that. He would have gone to Lew, gotten the deal, and made the two movies. I would have gone off to the Hamptons that weekend to lie like a beached beluga and cook in the sun like a goddamned tourist. I could have, but I didn’t.

Instead I opened my fat mouth like a schmuck. “I know, Jim,” I said. “Hollywood is hell. Unless you own the studio, your vision is at the whim of some asshole with an MBA more concerned with returns than with making magic.” I ordered another round and we went back to small talk. I began to put the whole thing behind me.
Apparently, he didn’t. About half an hour later he said, “Bernie, do you think I could buy Disney[3]?”

I had no idea if he was serious. Truth be told, it wasn’t completely insane. If there was a time to make a run on Disney it was then. Disney was struggling, and frankly had been since Walt kicked the bucket in ’66. The Black Hole had just landed like a wet turd in the theaters and their upcoming work was not inspiring confidence. Herbie Goes Bananas? Seriously? Even the hallowed animation studio, the heart and soul of the company, hadn’t produced anything worth a damn since The Rescuers. The only part of the company turning a steady profit was the theme parks. The running gag in Hollywood was that Disney was a real estate holding company that did movies on the side. Stocks were languishing, and it seemed to me only a matter of time before it got bought up. I’d honestly much rather see it in the hands of a good man like Jim with a real love for the property than see it chewed up and spit out in pieces by some corporate pirate like Vic Posner[4]. Even so, The Mouse would be a pretty big bite for a small fry like Jim, who managed less than a hundred people at the time.

I thought for a minute. “It won’t be easy,” I told him. “And it’ll take some time. You’ll need to put the Muppets in hock and, even then, you might not have enough capital. It’s a long-shot at best. You’d be risking everything.”

Jim grunted. Once again, I could have just kept quiet. He’d think it over, weigh the risks, and then likely fly back to Lew and pitch the two-picture deal. But if you’ve read this far you already know me and know exactly what comes next.

“It’s a gamble,” I continued, “but if you make it work there’ll be no one to tell you ‘no’.”

Jim raised his eyebrows and went “Hmm.”

I felt like I’d just handed Don Quixote his spurs, or Captain Ahab his harpoon. And I thought to myself “Bernie, you putz, you’re in it now.” And with that I consigned myself to weeks of pouring through accounting books, consulting lawyers, calling in favors, twisting nuts, and setting up Hollywood lunches. All to answer the simple question: “how does a frog swallow a mouse a hundred times his size?”

[1] In our timeline Bernie Brillstein partnered with David Rensin as co-author. This timeline has given him a new co-author. See if you can find Cheryl’s fantastic flamboyant fingerprints within Bernie’s bawdy banter!

[2] This is what happened in our timeline, though it was Producer David Lazer’s idea, not Bernie’s (let’s say he’s…misremembering). Lazer pitched the two-picture idea to Lord Lew Grade at ITC, who was producing The Muppet Show. The results were The Great Muppet Caper (1981) and, eventually, The Dark Crystal (1982), only right before the latter’s release disaster of a sort struck. Grade, in dire financial straits following 1980’s double box office disasters of Raise the Titanic and Can’t Stop the Music, sold his shares to Robert Holmes à Court, who then led a boardroom coup in ’82 that ousted Grade and claimed ITC for himself. Unlike Grade, who had a love for Henson and his art and gave him full creative freedom, Holmes à Court constantly interfered with Henson’s direction. Henson eventually took the huge personal gamble of buying back the rights to his own characters for $15 million out of pocket. The Dark Crystal then saw mixed reactions at the box office, ultimately becoming a cult classic whose genius was only belatedly recognized.

[3] Consider this the Point of Departure for this timeline. In Bernie Brillstein’s actual version of Where Did I Go Right? he relates the following: “In the early ‘80s, knowing Disney was vulnerable, Jim wanted to make a run at taking over the company, which was still under its old management team of Ron Miller and Roy Disney. It was just idle talk that never went anywhere” [pg. 327 of the hardcover version]. Jim Henson: The Biography clarifies this to happening in the year 1984, when Saul Steinberg was making his infamous run on Disney (Jim the White Knight?). Here I assume Brillstein inadvertently gave Henson the idea earlier.

[4] This, of course, happened in our timeline with corporate raider Saul Steinberg, who attempted a hostile takeover/greenmail scheme with the undervalued Disney in 1984. After a close-run fight, Disney bought him off for $325.5 million in cash. This led to Roy Disney leading his first great shareholder revolt which saw the fall of Ron Miller and Card Walker and the rise of Michael Eisner, Frank Wells, and Jeff Katzenberg. The rest, of course, is (for better and/or for worse) history.

 

[Geekhis Khan]

Introduction: Frogs, Mice, or Alien Space Bats?

Jim Henson buying Disney.

On the surface the idea seems ludicrous. Disney is the Megalith of media companies, the all-consuming giant who gobbles up creative IP like Galactus at an all-you-can-eat planetary buffet. If you love it, Disney probably owns it, or at least controls its distribution rights. From the biggest of franchises like Marvel and Star Wars down to small but beloved classics like The Wind in the Willows and Rocky & Bullwinkle, the Mouse has eaten them all.

Among these many properties consumed by Disney over the years is The Muppets, an eclectic group of expressive puppets first created in the 1950s by Jim and Jane Henson. They’ve seen a bit of a renaissance of late following Disney’s acquisition of them in 2004, with a couple of movies (the first of which did quite well), a TV series (that tanked after half a season), and some online viral videos, but they have never come close to their peak of success in the late 1970s. As seems all too common today with old franchises, the modern Muppets run mostly on nostalgia and fanservice, with many (Frank Oz included) feeling like the original magic has been lost. Still, better than being lost to the ages, in my opinion.

But 1980 was a different world. Jim Henson’s Muppets were a global phenomenon. The Muppet Show was an international success in its 5th season. The Muppet Movie was a titanic blockbuster, grossing $76.7 million on an $8 million budget in 1979 dollars. Sesame Street had redefined children’s television. Jim had followed success with success and redefined what you could do with puppetry, an artform normally consigned to the children’s ghetto.

By contrast, Disney at the time was treading water. Following Walt’s death in 1966, the company struggled to go on without his guiding vision. E. Cardon “Card” Walker, the CEO and Chairman, who had worked his way up from the mailroom, considered Walt a second father and was very protective of the property. Perhaps a little too protective. Asking “What Would Walt Do?” they produced a decade and a half worth of play-it-safe retreads of the exact same kinds of pictures that Walt would have greenlit in the early 1960s. The problem, of course, was that what Walt would have done is to be innovative and take risks, changing with the times. While other studios were redefining cinema with movies like Jaws, Star Wars, and The Godfather, Disney was producing cornball comedies about a sentient Volkswagen. 1980 would see the box office disaster of The Watcher in the Woods, which bombed so hard they pulled it from the theaters after a few days for costly reshoots. Upcoming films like Tron would, despite great promise and groundbreaking technical achievement, underperform.

In 1984 disaster struck: corporate raider Saul Steinberg, emboldened by the low stock price, attempted a hostile takeover. Despite a Hail Mary buy of Arvida to dilute Steinberg’s stocks, Disney ended up having to pay Steinberg over $325.5 million in “greenmail” to save the company from getting broken up and sold off in parts for a quick profit. A shareholder lawsuit cost the company another $45 million. Roy E. Disney led his first shareholder revolt, resulting in the expulsion of Card Walker and President Ron Miller (Roy’s personal nemesis) and bringing in Frank Wells as President/COO and Michael Eisner as CEO/Chairman.

Eisner and Well’s tenure marked a watershed change in the company. The focus was no longer on “What Would Walt Do?” or “customer experience”, but on efficiency, profits, and share prices. For some, Wells and Eisner are the Great Saviors who took a beloved but failing company and gave it new life and glorious success, paving the way for its future industry dominance. For others, they represented the end of the Magic Kingdom and the beginning of a soulless cash-machine that turned Mickey into a corporate mascot devoid of personality and the parks into overpriced postmodern hellscapes of Fun™ and Magic™. In truth, it’s been a little bit of both.

A good example of this dichotomy in miniature is Mr. Toad’s Wild Ride, specifically the second version at Disney World. In this ride there is a double track with an “A” and “B” side. The ride was specifically “Imagineered” such that if the A and B cars enter the ride at the same time it sets up a climactic “near miss” scenario where the two cars barrel towards each other in an impending head-on collision, only to veer abruptly away at the last second. For many it was the best part of the ride. Eisner’s drive towards efficiency at the parks translated in part to improving the line time vs. ride time ratios. This meant putting cars in motion as soon as possible. On one hand this reduced line wait times, including for Mr. Toad. On the other hand, this translated into the A and B cars inevitably entering the ride at different times, resulting in the loss of the thrilling near miss. I leave it to the reader to determine if the cost was worth the gain.

There is little dispute, however, that from a business perspective it worked. The Wells/Eisner years laid the foundation for the spectacular growth that led Disney to its current beloved/feared/hated place at the top of the entertainment industry.

For Henson, however, the future did not hold such promise. The Great Muppet Caper, though technically innovative, underperformed at the box office. The Dark Crystal, his passion project, experienced a troubled production, failed to reach an audience, and also underperformed. He found success with Fraggle Rock, Muppet Babies, and a few made-for-TV specials throughout the ‘80s, but the silver screen continued to elude him. The Muppets Take Manhattan also underperformed, though it did spawn the highly profitable Muppet Babies. Labyrinth, a second attempt to bring Brian Froud’s artwork to the masses, bombed. Both it and Crystal went on to become cult classics (and David Bowie’s “little Goblin King” a meme in its own right), but that was little solace in the ‘80s when it meant struggling to stay solvent. Henson pushed into new territory on TV with The Jim Henson Hour and the Emmy-winning The Storyteller, but neither recaptured the Muppet magic with audiences.

Tragedy struck in 1990 when, immersed in his work, Henson ignored a worsening illness[1]. The illness, a simple streptococcus infection, continued to worsen, leading to toxic shock and an early death at 53 years of age. Sadly, had he made it to the emergency room a few hours earlier they would likely have saved his life. He was in the process of attempting to sell the non-Sesame Street Muppets to Disney at the time. This led to the popular Muppet*Vision 3D, but the overall sale fell through with his passing when Disney tried to callously renegotiate the deal with Jim’s family still in mourning[2]. The Muppets would remain a small cult franchise of underperforming movies and a couple of failed TV reboots until the Disney purchase in 2004.

The true legacy of Jim Henson, though, was his animatronics work. His Creature Workshop would become a bantam-weight powerhouse in the special effects industry, doing the effects for such movies as Teenage Mutant Ninja Turtles, 101 Dalmatians (1996 live-action), the Harry Potter franchise, and many others. His family would go forward with the company he built, producing beloved television shows like Dinosaurs, Farscape, Sid the Science Kid, Thomas and Friends, Fireman Sam, and Dinosaur Train (which is freaking genius, I must add[3]). Henson’s genius, belatedly recognized, is getting a new lease on life. But we can only wonder what he might have done in his life had he lived longer.

That’s what did happen, of course, but what if it had been different? Could a small frog eat a giant mouse, even at the relative peak and nadir of their respective successes? That’s what I will explore in the following alternate history.

I can only hope that it’s even a fraction as magical and imaginative as the men and women whose creativity inspired it.

Not Easy Bein’ Green

This timeline is a labor of love and a chance to explore the Art of the Possible had the winds of time blown slightly differently. Unlike other timelines I’ve explored, this is one that exists within my own life’s experiences, and as such I can bring my own personal familiarity with the history to the timeline rather than rely on the recorded experiences of others. As such, this timeline gives me a chance to directly inject my own passions and memories and, with luck, recapture the zeitgeist of the times.

But first off, let me tell you what this timeline is not:

It is not a “Henson-wank”. The intention is not to make Jim Henson the greatest, most successful entertainer in history. Nor does it attempt to make Jim Henson into a god or a saint. I love Jim Henson’s creations and all of my research indicates that he truly was a loving, kind, and generous person – a good man, a good father, and a good boss – who wanted to make a positive impact on the world. But he wasn’t perfect. Like a lot of creative visionaries, he could get so caught up in his grand vision that he put his family’s financial welfare at risk on creative gambles. He was a workaholic. He avoided conflict and thus ignored lingering interpersonal issues within his company. He made mistakes and misjudgments. He drank and he gambled, though not to excess on either. He cheated on his wife. The frog, it appears, was not without a few warts[4].

It is also not a Disney-wank[5]. Or a Disney-bash. Or an Eisner-bash, a Walker-bash, or a Miller-bash. Disney has had its share of controversies, no doubt (enough said about that). But if you were hoping to see Michael Eisner eviscerated in this timeline, you’ll be disappointed. The truth is that Eisner, like all people, is a complicated man who made both good and bad choices and I choose to neither lionize nor demonize him. While he and Frank Wells don’t deserve all the credit for saving Disney (Ron Miller’s role in setting up the foundations for the company’s ‘80s rebound deserves more recognition), they do deserve a lot of it. Even beyond Disney, Eisner is in part responsible for so many of the great movies and shows that I and so many others love. He was behind the return of Star Trek in the 1980s. He greenlit The Muppets Valentine’s Special in ’74, which helped set the stage for The Muppet Show (no Eisner, no Muppet Show?). Even since his fall from grace at Disney he’s been quietly producing some great things: his Tornante Television Company produced the ingenious BoJack Horseman. For those three things alone, he earns my gratitude.

Now for what I do hope for this timeline to be:

I want it to be a plausible exploration of what Walt Disney productions and theme parks would look like in a world where Jim Henson was a central part of the company. I want to explore what ideas Jim and his family and employees would bring to the table and how the resources of Disney would affect Henson productions.
I also want to explore how this would affect non-Disney, non-Henson productions. How will George Lucas and Steven Spielberg respond to this world? How will Michael Eisner? How will the Oscars and Emmys?

I will also give some attention to the wider world beyond Hollywood, though only by way of how it affects the culture (I don’t want to get caught up in the weeds). This means I plan to mostly explore first-order butterflies within the entertainment industry and only tangentially touch on the second- and higher-order ones. I could, for example, find some third- or fourth-order excuse to butterfly away 9-11 entirely[6], but then the timeline would inevitably be consumed by that major divergence. Big cultural and political things will make themselves known (Presidential elections, major world events, economic booms and recessions), but the details will be limited and mostly to do with how they affect the primary entertainment industry focus or the people involved.

To develop this timeline, I have done extensive research into publicly-available sources (Bibliography forthcoming) and I am confident about my conclusions, but I do openly welcome constructive feedback and new information. Please comment, like, and subscribe, and ring the bell to get notifications. And have you heard about Squarespace?
Sorry. I couldn’t resist.

Also, if there’s a specific movie, TV show, actor, character, theme park ride, or franchise you want me to explore in this alternate timeline please let me know and I’ll try to accommodate.

So, Who Was Jim Henson?

On the surface that seems like an easy question to answer: the guy who made the Muppets, right? Yes, but also far more than that. Jim Henson was a creative visionary who saw the potential in technologies long before anyone else. He pushed technological boundaries in television, movies, special effects, and even computer graphics. He was a natural leader and a “ridiculous optimist” who inspired others to achieve great things themselves.
And it all started with a dream and a passion.

As a young man Jim Henson had one overarching passion, one that he pursued from an early age until he became the master of the medium. And that passion was not puppetry, but television. From the time he and his family first arrived in a Maryland suburb of Washington, DC, in the late 1940s, he fell immediately in love with television and badgered his parents to get him a set (quite an expensive luxury at the time). He saw the future in that tiny black & white screen. When a local CBS station placed adds looking for young puppet performers, Jim, who’d never worked with puppets before, checked a book on puppetry out of the school library and set to work.

The results were, ultimately, the Muppets, first in the form of a local TV show called Sam & Friends. Partnering with former classmate Jane Nebel, who would eventually become his wife, the Muppets were a smash local hit that revolutionized the art of puppetry. As it turns out, having no prior experience with puppetry was an advantage: he had no conception of what puppets were “supposed” to be, so he did whatever came to his mind. And that meant three groundbreaking innovations: 1) rather than the standard hard, wooden-headed puppets that were the norm for centuries, the Muppets were soft and flexible felt and cardboard, allowing the performer to give them amazing new ranges of expression, emotion, reaction, and lip-synch[7]; 2) rather than follow the tradition of simply pointing the TV camera at a traditional puppet box, Henson realized that the TV screen itself was the puppet box, and used the medium (camera angles, perspective, different lenses) to allow never before seen possibilities in puppetry, and which allowed the performers to watch a hidden screen to see from the audience’s perspective, and to adjust their performance on the fly; and 3) inspired by Walt Kelley’s subversive Pogo comic and Edgar Bergen’s subversive puppetry, he realized that puppets and cartoons could do, and say, things no human performer could ever get away with. The results were spectacular, chaotic, subversive, and very, very original and memorable.

Sam & Friends led to ads, starting with the utterly insane Wilkins Coffee ads of the ‘50s (seriously, look these up on YouTube!). The ads led to TV appearances, which led to more ads and more TV appearances, and a regular gig playing Rowlf on the Jimmy Dean Show. Eventually, Henson was ready to move beyond the Muppets and did some experimental short films, including the Oscar-nominated Timepiece. But the Muppets kept calling and soon Sesame Street brought them to the world. In addition to Bert, Ernie, and Big Bird, Jim experimented with new editing techniques and even early computer animation[8] and sound effects. The show revolutionized children’s television in general and educational TV specifically. There’s a reason it’s still around after (ohmygodhazitbeen) 50 years.

The Muppets marched further. Eventually, the Muppet Show became an international hit, spawning a movie and additional groundbreaking effects. Henson and his company made cutting edge advances in remote control puppetry (the “waldo” hand-rig), animatronics, and even experimented with some early chromakey (i.e. “green screen”) effects. Their advances in the field of animatronics would become the state of the art. Later, they’d even create the first all-digital Muppet, Waldo C. Graphic, who was controlled by a waldo hand controller input – not to a radio-controlled animatroinic puppet, but to a computer, allowing real time control of the digital figure on the screen.

Henson was also a very skilled businessman (becoming a multi-millionaire), a skilled marketer, a conscientious merchandiser, and a respected producer and director. His company rose to about 150 employees total, yet managed to hold its own against major studios with thousands on the payrolls and billions in assets. He served on international puppetry association director’s boards, sometimes as president and chairman. He was also extremely generous with his wealth, giving high pay, bonuses, and benefits to his employees, with generous health insurance and family support structures. Yet he also spent freely on himself, loving fine foods, fast cars, fancy décor, and exotic vacations.

As a boss, his employees were almost magnetically drawn to him, scrambling to gain just a small bit of his attention and praise, which he alas had little of either to give out (to Jim, simply working with a person was a sign that he respected and appreciated them). He never criticized anyone’s ideas either, with his employees soon learning that if he didn’t like something, he wouldn’t say anything, but would simply grunt. They soon learned to decipher his reactions based on the tone, depth, and length of the grunt or “hmm”. He loved acts of kindness, but feared conflict, avoiding fights, and never criticizing or admonishing bad employee actions, even when necessary. He obsessively avoided any confrontations or arguments, which put a strain on both his business and personal relationships.

His desire not to be a bother to others may even have proven fatal when he ignored his own worsening illness until it was too late.

He was a workaholic, often working deep into, or completely through, the night. He’d fly between New York and London several times a week, working the entire flight. He did this time and time again because, to him, it wasn’t work, it was fun! While his workaholic tendencies put further strain on his already strained marriage, he still found time for each of his five children. He spent his vacations and days off with all of them, all of whom said that he always made them feel special. He was proud of their many accomplishments and raised each to be creative and successful in their own ways.

Politically he was liberal/progressive, but not partisan (he may have never voted!) and was an avid environmentalist, doing PSAs for conservationist and environmentalist causes. He was generous, as stated, to his employees and seemed to tolerate the frustrating “lights out” rules of the British TV unions that so infuriated George Lucas, even though it cost him time and money, though I don’t know his thoughts on organized labor in general. He hated war and promoted peaceful coexistence. He valued diversity and tolerance and worked with people of all races, religions, ethnicities, and sexualities[9], and worked closely with powerful female producers (and even raised one in Lisa!). He pursued a film project about androgyny and gender identify (Moki) in the 1960s. However, he also had a “weakness” for young women, who in turn had a weakness for him, and he frequently dated his younger female employees. At the time, such relationships were considered so normal in a boss as to be cliché (the whole issue of “power dynamics” was decades away from acknowledgement). I have no idea how #metoo would have affected Jim Henson and I hate to speculate.

Henson was, like Walt Disney, to whom he was frequently compared in his lifetime, a technological visionary who foresaw the potential for new technologies. He loved multimedia experiences and had plans for a crazy, psychedelic multimedia nightclub called “Cyclia” back in the mid ‘60s. He anticipated the disruptive power that home video equipment (camcorders at the time) could have on the entertainment industry, once the technology caught up (it just didn’t have the distribution platforms yet!). He foresaw the power that digital effects would have on the industry and was an early adopter of computer graphics in the 1980s. He and his “Creature Shop” team revolutionized animatronics. He even owned a cellular phone back when they were the size of a brick and only worked in major cities.

In general, Jim Henson was a pioneer and a visionary in the entertainment industry, foreseeing the possibilities of new technologies long before his contemporaries. He pushed boundaries and took real risks, both creative and financial, not all of which succeeded. He accomplished great things, but also made some bad mistakes. He was, to put it mildly, far more than just “the Muppet guy”.

Which answers who he was professionally, but who was Jim Henson at his core?

Jim Henson was an eternal idealist and a “ridiculous optimist”. He was obsessed with time and feared he’d never have enough time to do all the things that he wanted to do in his life. He honestly wanted to leave the world a better place in which he left it. He was spiritual without being overtly religious. He believed in, and practiced, love, grace, acceptance, and kindness. He was enthusiastic with life and, as Frank Oz once pointed out, able to truly appreciate everything in life, big and small. And his enthusiasm was so infectious that it inspired similar thinking in others. Even die-hard cynics like Oz were inspired to optimism and motivated to take risks and try harder to do things not just successfully, or well, but right. His charisma caused people to flock to him, desperate for even a tiny share of his limited time and attention. And he led not through force, but by inspiration and infectious enthusiasm.

To quote Bernie Brillstein, “Jim inspired people to be better than they thought they could be, and more creative, more daring, more outrageous, and ultimately more successful. And he did it all without raising his voice.”

All of this, combined with the sheer subversive joy of the culture clash it will create by bringing him into the conservative Disney organization, was like catnip to an alternate historian like me!

Writing Approach and Disclaimers

In my earlier timelines, I generally dealt with times far enough in the past that the real-life people who filled the pages were long since dead. This timeline is different. Many of the people I “quote” are alive, kicking, and may hypothetically read the words and actions I counterfactually assign to them. This creates a challenge. It’s one thing to have a long-dead person like Italo Balbo take an action or speak, particularly anything controversial. It’s quite another to have a living person, such as Michael Eisner or Lisa Henson, make such an action or say such a phrase.

So, Disclaimer 1: this is a work of fiction. Actions taken by people in this work, living or dead, are entirely of my invention and should not be construed as actions taken by that person in real life, nor as actions they would take. Any errors or misrepresentations are mine and mine alone, and represent a mistake on my part.
I’ve worked hard to stay true to the people’s natures and personalities, or at least what parts of those natures I can deduce through written descriptions, reports, interviews, or other publicly available media. I have made every effort to have the people act in a manner consistent with these publicly available sources. I’ve tried where possible to use the perspectives of fictional people or public figures who have left a long and established record of their personalities and opinion (such as Bernie Brillstein[10]), rather than put words in the mouths of the living and less-public (such as Cheryl Henson). I’ve also tried to stick to using those who have passed on, and who thus can’t get personally offended (though I hope not to offend their family). Still, sometimes there’s no plausible choice but to use a living, less-famous, and less-public person’s point of view, such as producer David Lazer, simply because of the critical perspective his position at the time would bring to the story.

However, people are far more complicated than their external image, and if I inadvertently mischaracterize anybody, I extend my apologies in advance. If you know of any places where I have made such an error, please alert me and I’ll endeavor to correct it. If you’re on of the people I “quote” or portray in this timeline, or the relative thereof, and want me to stop the portrayal altogether, please let me know and I’ll stop immediately.

Disclaimer 2: Unreliable Narrators abound, trust nothing of what you read. Everyone here has their inbuilt biases and incomplete picture. This is by design, in part to mitigate the risks associated with Disclaimer 1, in part to add dramatic tension and humanity to the narrative.

I’ve done my best to stay true to the people I portray, but don’t assume the “facts” stated are true even in-universe. Most of my sources exhibit limited perspective or bias in one form or another. Many openly contradict each other. Bernie Brillstein seems to be a repeat offender in this area, which even he acknowledged in his book (he makes no attempt to deny his negative opinions of and bias against rival Michael Ovitz). Brian Jay Jones, in his biography on Jim Henson, openly contradicted Mr. Brillstein’s assertation in his autobiography that he and Jim never had a written contract, for example.

Expect the same here. Expect accounts to vary and to conflict. Expect one person’s perspective to be quite different from another’s. Some will cite openly unreliable sources, such as rumor, and I’ve tried to alert the reader to the fact (“rumor had it”) when such is the case.

In the end, this timeline is meant to not just entertain and inform, but also to honor the creative people whose counterfactual lives I explore. I have no desire to cause pain or discomfort, to smear, or to spread malicious rumors. I have no desire to cynically slander anyone for entertainment value. Instead, I have made a real effort to find the humanity and positivity in every person I portray and to stay away from reductive or stereotyped portrayals.

In the end, I want this timeline to be a thing of love, sincerity, and beauty in a world where hate, cynicism, and ugliness abound. And I hope my readers get to share in this.
Oh, and Obligatory Disclaimer 3: The following work of alternate history is a work of Fan Fiction created under Fair Use standards. I have neither sought, been offered, nor received compensation for this effort and have no intention to do so. The rights for the Muppets and all the rest of the characters, worlds, and IP presented counterfactually here reside wholly with their current owners, typically either the Walt Disney Company or Jim Henson Productions.

So, with all that said (cue dramatic organ music), we return once again to the continuing stooory of A Frog, who’s gone to the Mice:

[1] Some blame his Christian Science upbringing, but in truth the real culprit was his desire not to bother other people with his problems.

[2] The negotiations had been long and increasingly acrimonious with Disney arguing over every tiny clause and point and, worse yet, apparently thinking that Jim’s absolute refusal to put the Sesame Street Muppets on the table was some weird negotiating tactic, and constantly angling for them. Disney apparently also saw Jim’s death as cause for lowering their agreed-upon amount for the buy since it no longer came with Jim Henson’s creative services.

[3] It’s dinosaurs! On a train! Why did it take so freakin’ long for someone to come up with this?!? Where was this show when I was a kid?!? Thankfully I get to enjoy it with my own kid.

[4] The alleged link between frogs and warts is, of course, a myth. (Yeth?)

[5] Can Disney really be wanked more than it was in our timeline?!? It’d go blind!

[6] I honestly have no idea what to do with this one at this point. With 22 years of butterflies, the details will most certainly change to some level, though many of the geopolitical trends that set it in motion are already in place.

[7] Given that every puppet now seems to follow the soft-headed Henson method, it’s hard to realize just how game-changing this simple innovation was at the time.

[8] Yes, computer animation, first used by Jim in 1970 for Season 2 of Sesame Street, specifically the analog Scanimate system from Computer Image Corporation. He was one of the first adopters.

[9] This was at a time when LGBTQ+ people themselves were generally not acknowledged (except as the target of comedy writers), none the less their civil rights!

[10] Who I assume based on his own words would be glad to simply have people talking about him.

 

[Geekhis Khan]

Chapter 2: Settling In

Post from the Riding with the Mouse Net-log by animator Terrell Little[1].

When I first arrived at Disney in early 1980 it was a place haunted by two ghosts. The first ghost was Don Bluth. He’d left the studio less than a year earlier, taking some of the best animators with him. I recall the feeling of impending doom that flowed through the animators when we screened The Secret of NIHM a couple of years later. It was magical, amazingly drawn, and done on a shoestring budget.

“We’re screwed,” I heard someone say.

The second ghost was, of course, Walt himself. I noticed how his haunting manifested in both Tradition and Division. On the Tradition side, for one, you had the “What Would Walt Do?” mindset that seemed to rule every decision they made up the chain. That meant doing things the way Walt did them back in the day. That was why Bluth left in the first place. Any attempts by animators to push the boundaries would be were quashed. Disney was, essentially, frozen in 1966.

For example, my first job was as an Inbetweener on The Fox and the Hound. Woolie Reitherman, the director and one of the last of the Nine Old Men, loved it, though enthusiasm was more tampered with the rest of us. It was basically Bambi meets Lady and the Tramp. NIHM was something new and exciting by comparison.

As for Division, well, that was another legacy of Walt. The Old Timers who’d worked with him fell into one of two camps: those who loved him and those who hated him. In most cases these two groups aligned to who was one of “Walt’s Boys” back in the day (the privileged few who got access to the penthouse spa and other perks) and who were the rest. This divide also tended to align with who was a Union Commie and who was a Goddamn Scab. The Strike of ’41 remained a controversial topic even 40 years later, as if it had just happened yesterday.

But time had added even more divides. You had the Old Timers vs. the “Rat’s Nest”, the group of new animators out of Cal Arts (folks like John Lassiter, Joe Ranft, and Tim Burton) that wanted to experiment with computers and plasticine. They also didn’t feel like they should have to slowly climb the corporate ladder if they wanted to make a movie now (Lassiter was relentless in this regard). Also, each lead animator and director in Disney ran his own little fiefdom with his own writers and artists, none of whom cooperated with the others. They all were competing over limited resources and fighting for limited opportunities to produce and advance in what was a very hierarchical structure at the time. As a new Inbetweener, I was constantly pulled between these competing centers of gravity, working with one team or another, as the funding and management attention ebbed and flowed.

Honestly it was a mess. No team spoke to any others lest that team somehow leverage that information to gain an advantage. Gossip and rumors flew. People played practical jokes on each other and goofed around when the management was away, and then doubled-down on previously ignored work when they returned…at least up until noon when all the execs retreated up to the private spa and all the animators headed outside to play ball and screw off.

Seriously, nothing got done after lunch. Anyone still working in the office after 2 pm was investigated by security[2]. I couldn’t imagine how anything ever got done. I wondered how long I could ride this wave before it crashed.

Of course, in a short time everything was about to change in ways we didn’t even begin to suspect.

​

[1] Fictional character, but his experiences are based on the accounts of other Disney writers and animators from the time, in particular writer Steve Hulett’s Mouse in Transition and Mike Peraza’s Memories of the House of Mouse blog (the name is a coincidence).

[2] James B. Stewart describes this laissez faire culture in Disney War. Disney’s corporate overhead was reportedly twice that of other studios at the time.

 

[Geekhis Khan]

Meta-Discussion: Setting the Stage…

The time: 1980. As cliché as it sounds to say, it truly was a year of transition. The turbulent 1970s, a decade marred by a costly and controversial war, economic downturn, a drug crisis, crime, racism, sexism, political corruption, social division, protests, and culture clash, was coming to an end[1], and yet the manic neon ‘80s had not yet taken form. Jimmy Carter was in his final year as President (though America didn’t yet know it and wouldn’t until November of that year) and he was facing crisis after crisis: an OPEC oil embargo that left long lines of cars waiting for gas, the Iranian Revolution, whose revolutionaries had stormed the US Embassy the year before and who still held several of the Americans they captured hostage, and an ill-fated attempt to rescue said hostages that met with disaster. The American “rust belt” was growing as factories closed, the Soviet army had seized Afghanistan, and everyone in the west was increasingly sure that the US was in decline and that the Soviet Union would be the emerging victors in the Cold War.

And then you had the omnipresent shadow of nuclear war.

China, meanwhile, was still just reemerging into the larger world under Deng Xiaoping after decades of isolation. Japan’s economy was booming, the first of the Asian Tigers to emerge, and it would be an economic and cultural force throughout the decade. Taiwan was famous in America as “the place where all the cheap plastic shit was made” and not yet recognized as a “Tiger” itself, though that would soon change. South Korea was barely more economically advanced or politically liberal than the North, which in part spawned a popular uprising that spring. Europe was divided between a NATO “west” and a Warsaw Pact “east”, a split most notably embodied by the divided Germany and the divided city of Berlin, physically split by a fortified wall that served as the most unavoidable metaphor in history. The EU was growing, the west was flourishing, and the east was stagnant and its citizens increasingly yearning for something better. And yet us ever-pessimistic Americans were sure the situation was the exact opposite.

Technologically speaking, the 1970s lingered. The Space Race had died down and Sky Lab became the only major space presence by humans, though commercial satellites were on the rise. US cars were still either giant steel behemoths (Cadillacs still sported vestigial fins!) or small, ugly “lemons” like the AMC Gremlin and Pacer, the latter ones a futile attempt to stem the tide of small, fuel efficient, and reliable Japanese cars flooding the market, much to the wounding of American industrial pride. For the family traveler, there was the venerable station wagon, where non-seat-belted kids could jostle over who got to sit in the rear-facing “tail gunner” seats. Dozens of airline companies competed for customers in the post-deregulation world and airport security, a new thing following the hijackings of the ‘70s, was limited to a single X-ray and metal detector station entering the terminal, which anyone could go through, with or without a ticket, to greet their family as soon as they stepped off the plane.

Home computers were starting to appear, such as the Apple 2, but few people really saw any use in such complicated contraptions. Cell phones were the size of a brick and only worked in major cities. If you were out and about and needed to make a call, there was a payphone available close by.

Culture was shifting too. Rubik’s Cube was the new craze. Disco was still holding on to the airwaves for dear life, but an angry backlash was growing against it, with “disco sucks” a mantra and disco record burnings an increasingly common event. Punk had emerged, reluctantly, from the underground. Rock & roll still held some sway, but newer, often more electronic sounds were starting to appear thanks to a New Wave of music led by bands like Devo and the Talking Heads. Michael Jackson had left the Jackson 5 but had not yet donned a single, spangled glove and moonwalked into megastar status. George Lucas and Steven Spielberg had created the Blockbuster and thereby ended the New Hollywood movement. Movies would be louder, flashier, and by all definitions of the word bigger than ever. Computer effects were still primitive, but advances in practical effects and new ways of post-editing effects into existing film had transformed the magic that could be done with movies.

Television was ruled by the Big Three network stations of ABC, NBC, and CBS. PBS was there as well, and Henson’s Muppets still entertained the kids there on Sesame Street. Some local population centers had a fifth or even sixth channel thanks to UHF broadcasting, though the Fox channel didn’t yet exist. The rest of the numbered channels on the big, clunking knob inevitably played the incessant white noise of static, which younger generations may know as “that fizzy thing HBO does with its logo”. On special days with weird weather events, depending on how you adjusted the “rabbit ear” antennae, you might even pick up a channel or two from a neighboring city!

Cable TV was there, and satellite TV too (the dishes were 10-20 feet across!), but only a few people bothered to pay all that money for those indulgent 28 extra channels! HBO was an up-and-coming premium network that mostly played movies. CNN had just started and was expected to fail (most people got their news from the local networks or newspapers). MTV was still 2 years away.

Color TV was becoming the norm, but black & white sets were still common. Flat screens and high definition were sci-fi stuff you might see demo’ed at a trade show or World’s Fair, along with the flying cars we all knew we’d have in the amazing, mythical, far off year of 2000.

Cassette tapes were pushing 8-track tapes off the shelves, especially in car audio, but vinyl was still the preferred source of sound. Laser disk existed, but was only used by a handful of technophiles. Affordable home video had appeared in the mid ‘70s in the form of the Betamax and VHS formats, whose long war would soon end in victory for VHS[2], but both remained a relative luxury item. It was this emerging decade that would make home video a “thing” for most people. Atari introduced the world to home videogames beyond “Pong” with their 2600 console. This saw a growing market share that led to new competition like the ColecoVision and Commodore 64. All would see their smashing success continue…right up until the great videogame crash of ’83. Still, they were poor substitutes for the Real Thing at those great, loud, flashy, quarter-consuming black holes, the Video Arcades, where Pac Man and Donkey Kong[3] would soon push aside Space Invaders as the kings of videogames.

Everybody smoked. Everywhere. Constantly. Huge piles of spent butts piled high like mountains in the omnipresent ashtrays on every table. American beer was primarily cans of light pseudo-pilsner (Bud, Coors, Miller Lite, etc.) and “Imports” like Heineken had a pretentious association loved by Yuppies and hated by everyone else. Classic cocktails (martinis, etc.) were on the way out and sugary stuff (the fuzzy navel, etc.) was on the way in. “Wine coolers” would soon be a thing. The jogging, yoga, and other health crazes of the ‘70s were dying out, or at least going on hiatus. Hippie drugs like pot and acid were out in favor of the true sponsor of the 1980s: cocaine. So much cocaine[4].

And from this crazy mix would emerge a new world: flashier, neon and pastels, more transient, more faddish, more image-conscious, luxury-obsessed, popularity-seeking, and competitive. Labels became de rigueur, be they the conspicuously-placed ones on your designer clothing or the ones that served as your social identifier (“jock”, “nerd”, “prep”, “yuppie”). “Teen” culture flourished, and the corporate world scrambled to capitalize. Mergers and corporate takeovers became the new unofficial American sport. Companies shifted from long-term pursuit of a single “product area” into “diversified” portfolios of dozens to thousands of products. Alternately, they “vertically integrated” to control the entire product lifecycle. Shell companies and junk bonds created wealth out of thin air. The stock market soared and “greed”, for lack of a better word, became “good”.

This is the world into which we emerge. The Blockbuster. The Music Video. The Yuppie. The Bomb.

It’s a strange time for a hippie.

​

[1] Oh, so different from today.

[2] There were many reasons why VHS won the war, but many cite the primary reason being that, unlike with Sony’s proprietary Betamax, VHS-based porn was available for easy purchase. Times change. People don’t.

[3] Which introduced the world to the mustachioed Italian protagonist Mario!

[4] It turned the drug lords of Central and South America into extra-governmental powers often more powerful and better armed than the actual governments.

 

[Geekhis Khan]

Chapter 8, Frog Eats Mouse? (continued)

Excerpt from Where Did I Go Right? (or: You’re No One in Hollywood Unless Someone Wants You Dead), by Bernie Brillstein (with Cheryl Henson)

How does a frog eat a mouse? Not in a single swallow, that’s for sure.

Some of my business associates, all far smarter than me in this regard, did some digging and made some calculations. They determined, depending on fluctuations in the current stock price and interest rates, that gaining a controlling stake in Disney would require around $1.5 billion. Yes, that’s billion. With a “b”. That was higher than the GDP of some European countries at the time. Going through Jim’s finances with [Jim’s attorney and Business Manager] Al Gottesman and estimating the growth potential of the Muppets, my professional eggheads figured he might be able to secure, at best, about a tenth of that[1] between his liquid assets and a line of credit using the non-Sesame Street Muppets save Kermit (which I knew he’d never risk) as collateral.
So how does a frog eat a mouse? One bite at a time, it seems.

Bernie Brillstein in flesh and felt (image source "vignette.wikia.nocookie.net")

I gave Jim a call and told him the news. “Based on your current assets we think you can pull in about 3-7% of the outstanding shares. It’s not nearly enough for a flat-out buy, but it might get you a seat or two on the Board of Directors.”

“But will it get me enough creative control?” he asked. Right to the point. I love Jim.

“With that big of a share they’ll have no choice but to listen to you, and soon.”

The line went quiet. Then, finally, Jim said, “Let’s do it.”

We were a “go”.

Over the next few months, while he took Crystal further into pre-production and began putting together a promotional short for it, among other small projects, I arranged the buys. I set up a partnership with a talented business manager I knew and we arranged a strategy for the quiet acquisition of the shares. We decided to keep things as under the radar as possible, using a shell company we whipped up. We didn’t want word to get out that Jim Henson was buying up Disney shares or sure as hell the stock prices would climb and price Jim out. We also had a 5% threshold where we had to register the stock buys with the SEC, which would let the cat out of the bag. The clock was ticking.

Even so, we decided to have some fun while we were at it. We decided to name the shell company after one of the creatures from The Dark Crystal, both as an inside joke and since no one else at the time would have gotten the reference. We kicked around a few names: H.R. Podling, Inc., The Gelfling Group, URRU LLC., before finally setting on my personal favorite: Skeksis Holdings. To this day I keep a bronze bust of a Skeksi [SIC] on my desk as a reminder of the fun I had with that.

Throughout the fall and winter of ’79 and into the spring of ’80 we began our quiet accumulation of outstanding Disney stock. Nothing we did was technically illegal, but Jim was not happy with the subterfuge. It seemed dishonest to him. I reminded him of our deal: I don’t tell him how to make Muppets and he doesn’t tell me how to make sausage.

And this is the secret of our relationship. The truth is that Jim was like the mystical, dreaming Urru [SIC] and I was like the conniving, ambitious Skeksis. Apart, the two species are so lost in their own bullshit that they get nothing done and the world crumbles around them.

But when they come together, magic happens.

Jim understood this simple fact of life, even back then.

Then, in April of ‘80, the suns aligned for us: Disney’s latest film, The Watcher in the Woods, bombed spectacularly. Hell, it atomic-bombed! It was such a disaster that they pulled it from the theaters after 10 days and re-ran Mary Poppins instead. Their stock price plummeted and we started to gobble up shares like some hippie Pac Man with the munchies. By the time it was all said and done we’d grabbed Jim a full 8.3% share of Disney, all the stocks waiting in the shell company.

All Jim had to do was bring the shares to him like the shard to the Crystal.




[1] I plan to justify these numbers in a separate post in the near future.

 

[Geekhis Khan]

Great discussions, all! I love the enthusiasm and speculation. And who doesn't love Harry Belafonte's turn with the Muppets? Next Post:

Meta-Discussion: Can a Frog Eat a Mouse?

Buying the Walt Disney corporation in 1980 would be a major challenge for any investor, even with its badly-undervalued stock and corporate stagnation. It’s hard to pin down an exact cost, but it would have been considerable. Disney stock costs are publicly available, and the total number of outstanding shares available in 1983 was about 34.5 million, so one could determine an exact buy-out cost at any given stock price. However, things like daily variations in stock values, fluctuations in interest rates (which will affect lines of credit needed for leveraged buyouts), and pinning down the true value of a business when things like debt and land value can be hard to quantify (which will affect how much the bank is willing to risk on you), can all muddy the waters. Plus, any large-scale purchase of shares by anyone will likely cause stock values to go up as investors assume “someone” must know “something” they don’t and try to jump on board, creating a bidding war.

Furthermore, I’m no MBA. My math knowledge is engineering-based. I’m sure my calculations would omit something any business major worth their salt would catch in a second.

But what I can do is make reasonable estimates based on what we do know, such as historical stock data and interest rates and the numbers recorded in John Taylor’s Storming the Magic Kingdom and James B. Stewart’s Disney War.

In 1979-80, when Henson will be making the stock acquisitions, the DIS price typically fluctuated between roughly $45-50 per share, with a few sharper peaks and valleys (entertainment stocks are inherently volatile).

In 1983, with stock prices down to around $58 a share after a 1982 peak of $86, the Disney board, realizing it was vulnerable to a takeover attempt and considering a preemptive leveraged stock buy-back, commissioned a study to see what it would cost. They concluded that the remaining 34.5 million outstanding shares would cost about $2 billion[1], which was about the value of the theme parks alone, not counting the value of the studios ($0.25-1 billion) and the thousands of acres of undeveloped real estate they owned. Roy Disney and business partner Stanley Gold, who were considering their own leveraged buy-out or shareholder revolt, came to similar conclusions.

Later, in 1984, Disney bought back an 18% share from Saul Steinberg at $325.5 million, though it is known that this is highly overpriced since overt “greenmail[2]” was at play.

When we put all these facts together, I think we can safely say that buying a controlling share of Disney in 1980 would be something in the low 10-figure range, say $1.5-1.8 billion, depending on stock prices.

As to how much Jim Henson had on hand, that’s a harder question to answer since Henson Associates was (and is) a privately held company and not publicly traded then or now. We do know that in 1982 Jim bought back the production and distribution rights to The Dark Crystal from ITV at a cost of $15 million out of pocket. Son John Henson remembers this being a major financial gamble for the family, so we can assume it’s about all of Jim’s liquid assets at the time. This was after spending a lot on developing both Crystal and The Great Muppet Caper, which underperformed, so in theory Jim would have significantly more liquidity in 1980 to call upon. The Muppet Show was still bringing in a few million an episode at the time and the Muppet Movie had been an over-the-top blockbuster (over $50 million in profit in 1979 alone). Thus, if Jim had any chance of making a run on Disney, then 1980 was it.

As to the value of the Muppets as collateral, with them at their 1980 peak of popularity and profitability you could conceivably get well over a hundred million in a line of credit by leveraging them, given the above returns. In 1989 Disney would attempt to buy the Muppets outright for $150 million[3] in an all-stock buy. This was when the Muppets were far less popular than they were a decade earlier. This was also with inflation in effect. I expect a somewhat similar price in 1980, though this would be of higher value at the time prior to a decade’s worth of inflation and popularity drop.

Then there’s interest rates, which were far higher in ’79-80 than they are in today’s era of astronomically low rates. They hovered around 11% when Henson would be locking in the line of credit. This will limit Jim from getting the full collateral value of his property simply because of the required payments that would come with those interest rates.

So, to me Jim acquiring Disney outright in 1980 was a bridge too far, but he could likely grab somewhere between 5-10% of outstanding stock, depending on the numerous factors stated above. As such, 8.3% seemed like a good number. It’s certainly a number large enough to make the company stand up and take notice (and almost surely get you a position or two on the Board), but not quite enough to immediately threaten buy-out.

That said, if there are any MBA-types out there who can correct my assumptions or clarify my numbers I’d appreciate your comments.

​

[1] $58 x 34.5 million = $2,001,000

[2] Greenmail is a form of corporate extortion where a corporate raider buys lots of outstanding stock, threatening a takeover and dismantlement, and basically blackmails the company with itself into paying them off.

[3] A number that David Lazer considered undervalued

 

[Geekhis Khan]

Bibliography:

Here are the major sources I used in my research, in no particular proper sources format (sorry APA):

• Jim Henson, A Biography, by Jay O’Brian; 2013. A family-authorized biography that’s definitive and makes no attempt to hide Jim’s weaknesses and mistakes. It is a wealth of information not only on Jim and the behind-the-scenes information, but on his family, their observations, and their personalities.
• Where Did I Go Right? (or: You’re No One in Hollywood Unless Someone Wants You Dead), by Bernie Brillstein (with David Rensin); 1999. A great (if sometimes entertainingly unreliable) source for background information on Jim’s professional world, including the inspiration for this timeline (Bernie’s recollection of Jim wanting to buy Disney “in the early ‘80s”), anecdotes about Jim, and Bernie’s obvious love and respect for the man. It’s also a hell of a fun read. The guy was a capital-C Character. It should be no wonder why I resurrected his book as one of my information sources.
• Imagination Illustrated and the related Jim Henson’s Red Book blog. Mostly consists of small, single-line posts rather than offering much good background information, but it does have a great record of dates and events, leading to many useful facts, including one that helped me find my point of departure: “7/27/1979: ‘Fly to NY to pitch Dark Crystal’”.
• Jim Henson: The Works. An illustrated history of all Jim Henson created and produced and a peek into the extent of his creative vision, as well as great information from his employees on what life was like behind the scenes working for Jim.
• Muppet Guys Talking, a recent documentary featuring Frank Oz, Fran Brill, Jerry Nelson, and Bill Barretta as they discuss working for Jim Henson and what Jim meant to them. A good source of anecdotes as well as behind the scenes information on life working for Jim Henson.
• Of Muppets and Men, a late ‘70s documentary on making the Muppet Show with behind the scenes details. A good chance to “meet” plenty of the personalities you will see in this timeline. Available for free on YouTube.
• Storming the Magic Kingdom, by John Taylor; 1987, which recounts the full story of the attempted Saul Steinberg buyout in 1984, with great financial details and behind-the-scenes information on the politics within Disney at the time. It also recounts Roy E. Disney’s first shareholder revolt, which toppled Ron Miller and Card Walker and brought in Michael Eisner, Frank Wells, and Jeffrey Katzenberg.
• Disney War, by James B. Stewart; 2005, which recounts the story of Eisner’s rise and fall and Roy E. Disney’s second shareholder revolt, which toppled Eisner. It provides a lot of excellent behind-the-scenes information and really demonstrated the fundamental cultural shift in the company under Eisner and Wells.
• Dream It! Do It! My Half Century Creating Disney’s Magic Kingdoms, by Marty Sklar. The story of Disney Press Writer turned Imagineering head Marty Sklar, which in turn is the story of every theme park and ride in Disney history. It provides not only background on the parks and the Imagineering department, but on Walt’s philosophy and some of the behind-the-scenes drama and politics of it all.
• Defunctland, Disney Dan, Rob Plays, Theme Park History, Destination Theme Park, and other YouTube posts too many to recall. In particular a Defunct TV series on Jim Henson was very informative. And Rob Plays happened to put out a series on the Saul Steinberg hostile takeover just as I began work on this timeline.
• The Mouse in Transition (both book and blog) by former Disney writer Steve Hulett, Disney animator Mike Peraza’s Memories of the House of Mouse Blog (the name is a coincidence; I came up with my title independently before discovering his blog), Andreas Deja’s Deja View blog, and other Blogs and articles by Disney writers and animators from the late ‘70s and ‘80s.
• Online information such as Wiki articles, newspaper clippings, and other sources too many to recall and cite properly. One 1983 article from the NY Times had some interesting, and ironic, insight into Disney’s thoughts on a merger or takeover bid pre-Steinberg: https://www.nytimes.com/1983/09/25/business/the-troubled-world-of-disney.html
• NEW! The Imagineering Story, by Leslie Iwerks (Ub's granddaughter), a 6-part documentary about Imagineering in all of its incarnations (WDI, WED, MaPo, etc.). It has lots of great interviews with Imagineers past and present. Available on Disney+. Order today! Resistance is Futile, you will be assimilated!

 

[Geekhis Khan]

Chapter 11: The Call of the Magic Kingdom
Excerpt from Jim Henson: Storyteller, an authorized biography by Jay O’Brian[1].

In late 1979 and into early 1980 Jim began an attempt to acquire a commanding set of shares in the Walt Disney Studios corporation. With the rejection of The Dark Crystal, Jim was becoming increasingly disillusioned with the major studios and increasingly wanted to control his own destiny. Making himself a part owner of Disney seemed like the perfect vehicle for him to do just that.

Jim had always admired Walt Disney. The first movie he’d seen as a child was Snow White. He loved both Disneyland and Walt Disney World and visited both with his family many times. He’d religiously watched Disney’s Wonderful World of Color and its descendants and admired Walt’s imagination and the ability of his creations to live on decades after Walt’s passing. The Muppets and Disney just seemed like a natural match to him, like a match made in creative heaven.

Many were surprised by the move. Just a few months earlier, facing frequent declarations in the press that he was the “next Walt Disney,” Jim had demurred. “I like Disney, but I’m not inclined to do what he did,” he’d said in an interview. “He built this great, huge empire. I’m not particularly inclined to do that.[2]” He questioned the ability for a company that big to maintain quality.

Yet the rejection of The Dark Crystal had perhaps reminded him too much of the long fight he’d had in the 1970s to get the Muppets on the air in more than kid’s shows and the occasional special. He could, perhaps, foresee fighting that same battle with The Dark Crystal all the way through the ‘80s, and with the next visionary project after that, all time wasted. He wanted to control his destiny as quickly as feasible, even if that took an empire[3].
But like all empire-building, the plan came with risks.

“It was a scary time,” remembered youngest son John Henson, a teenager at the time. To accomplish the leveraged stock-buying scheme devised by Bernie Brillstein, it meant putting the Muppets up as collateral on a line of credit. “Dad was putting the entire family fortune on the line for what looked like an insane long-shot scheme to take over Disney,” John recalled. “Mom was making her fears known to him. She yelled at him about it again and again, but he just stormed away and ignored her.”

As the leveraged stock-buy went on, a plan involving a shell company named for a Dark Crystal race, Jim moved forward on The Dark Crystal’s production. He was moving ahead nearly full-time, building Crystal characters on both sides of the Atlantic, dividing his time between The Muppet Show and The Dark Crystal, consulting with Brian Froud, Faz Fazakas, or Kermit Love, sure that he’d have Disney lined up to go into principal photography on Crystal with hardly a gap in production. Some of the staff were growing wary of the whole thing as well. “I told Jim it was fucking insane,” recalls Frank Oz. “I said that maybe we should wait on Crystal until the Disney buy is done, but he would just grunt and change the subject. It was [the nightclub] Cyclia all over again[4].”
Yet despite their worries, the family and employees stayed with Jim. “If anyone could pull off such a crazy thing,” recalls Jerry Juhl, “it was Jim.”

“Buy the ticket, take the ride,” added Dave Goelz, quoting Hunter S. Thompson.



[1] Fictional. Based in part on the biography of Jim Henson by Brian Jay Jones

[2] Real quote relayed by Brian Jay Jones in his Biography.

[3] Given Jim’s musings in our timeline, as relayed by Brillstein, about grabbing Disney, it stands to reason that similar thoughts were going through his mind for some time before then.

[4] In the late 1960s Jim vigorously pursued an idea for a psychedelic night club (“Cyclia”) where movie images would be projected upon faceted walls and upon the bodies of dancers in white leotards. He went as far as trying to purchase the old ABZ Studios in Manhattan, which would have required a massive $200,000 (over $1 million today), well beyond his means in what were fiscally challenging times.

 

[Geekhis Khan]

Chapter 10: Frog, or Shark?
Excerpt from The King is Dead: The Walt Disney Company After Walt Disney, an Unauthorized History by Sue Donym and Arman N. Said[1]

As the 1970s came to a close, Walt Disney Productions was struggling. It hadn’t had a hit movie since The Rescuers years earlier. Studio overhead, driven by hordes of idle employees and directors on retainer, was crushing profit margins. EPCOT was badly behind schedule and shockingly over budget. Park attendance rates were stagnant. Stocks were stuck below $50 per share, less than half of where they were in the early ‘70s, and some in the company – and on Wall Street – were wondering if the company might be vulnerable to a hostile takeover attempt.

And as 1980 dawned, their worst fears appeared to be coming true. While the company had no insight into who was buying Disney shares or why (at least until a buyer crossed the critical 5% threshold, requiring the submission of a Schedule 13D to the SEC) the financial officers at Disney could see the rate at which stocks were being traded. Normally, about 200,000 Disney shares were traded in a given day, but for the last few months that rate was approaching 1 million shares per day.

The conclusions were obvious: someone was “taking a position” in Disney.

Perhaps the theme music from the recent blockbuster Jaws was running through their heads. No fin was visible yet, but something was clearly circling, right below the waves. Was it a corporate raider, set to buy up and dismantle the company that Walt built in the quest for short-term profits? A major corporation hoping to turn the venerable studio into a soulless cash machine? Or one of those obscene Hollywood studios, hoping to impose their filthy values upon the last vestige of pure Americana left in the business? E. Cardon “Card” Walker, the new Chairman and CEO, wasn’t entirely sure which of those outcomes was the worst.

Disney assembled their legal and financial advisors. They funded studies. The numbers were disheartening: at current stock values, a controlling stake in the company could be gotten for about one-and-a-half billion dollars. But the total assets of the company: the parks, the studios, the film library, and the undeveloped land; were worth as much as twice that amount.

The whole of Disney was worth far less than the sum of its parts. Any corporate raider could easily come to the same conclusions. Disney was vulnerable.

Disney and their advisors, preparing for a takeover battle and considering a leveraged buy-back, were on the cusp of increasing their line of credit with Bank of America[2] when Walker received a phone call.

“Hello,” said the man on the other line, “My name is Al Gottesman, and I represent the interests of Mr. Jim Henson.”

​

[1] Both Fictional…or are they?

[2] All of the above mirrors Disney’s reaction to Saul Steinberg’s takeover attempt in 1984 as related in Storming the Magic Kingdom.

 

[Geekhis Khan]

Chapter 8, Frog Eats Mouse? (Cont’d)
Excerpt from Where Did I Go Right? (or: You’re No One in Hollywood Unless Someone Wants You Dead), by Bernie Brillstein (with Cheryl Henson)

For the 5th anniversary of Jim joining the Disney team they recreated the old Froggy Went a’ Courtin’ sketch from the Valentine’s special, only this time with a Minnie Muppet as Miss Mousie. The punchline came when Mickey and Miss Piggy confronted Minnie and Kermit backstage[1]. The skit was so popular that they recreated it in the parks as a stage show using walk-around characters.

Froggy Went a' Courtin', 1974 (image credit "vignette.wikia.nocookie.net")

That’s sort of the official take on Jim Henson joining the Walt Disney family. The truth is a lot more complicated, and far uglier. Froggy in this case had to court an entire Board of Directors. I was going to add a polygamy joke here, but Cheryl won’t let me. She’s vicious. And a sweetheart. One of those lines is from me and one is from her. Make your guess!

So, at this point we already had 8.3% of the outstanding shares tied up in the Skeksis Holding shell company. Jim could have just pulled the trigger on the stocks and made his presence known as a player at Disney, but that’s not Jim’s style. He wanted to introduce himself to the Board and gain their approval, giving them a chance to buy back the stock if they didn’t want him to join. They’d tear him apart. It was suicide. I needed to intervene for his own good and set the stage for success.

Anyway, situations like that are where the “You Attitude” really becomes critical[2]. First, I needed to know what Jim wanted out of this deal. That was easy: he wanted power. Not in the vulgar, power-over-others sense of the word. He certainly had no desire to impose his will. No, it’s much more fundamental than that: he wanted the power to make his dreams come true, for himself, and for others, and not have to wait on those who had the power to finally see what was so obvious to him. He wanted the power to see his vision realized in real time without rejection or dilution. He wanted the power to touch the hearts of hundreds of millions of others and make the world a better place. He wanted the power to empower others. In short, he wanted the purest kind of power in my book. Seriously, I wouldn’t go all out to arrange a massive stock buy for just anyone.
But what did Disney want? What would they hope to get out of a hypothetical new partnership? Well, that’s a harder question because there was no one single answer. In fact, there were at least four answers. The Disney Board at the time was a house divided. It was a battle royale with a fighter in each corner. In corner one you had the major outside shareholders, primarily represented by Phil Hawley of Carter Hawley Hale. That was the easy one: they wanted to maximize the return on their investment. Given the stagnation of late, I was sure they’d be amenable to new blood and new ideas. One look at the returns on The Muppet Movie and they’d welcome Jim like a liberator.

Corner two, however, was a much bigger challenge. In this corner you had the Puritans, orthodox followers of the Church of Walt. Monks chanting the mantra of “What Would Walt Want?” [SIC] They would be the most resistant to change. They were represented primarily by Chairman/CEO Card Walker and Chairman Emeritus Donn Tatum, both on the Executive Council that really ran the company. Like me, Card started in the mail room and worked his way to the top, and I respect that. He loved Walt like a father and was hyper protective of Walt’s vision to the point that he was swaddling the baby to death. He constantly rejected Ron Miller’s attempts to pursue more adult-oriented fare and I felt certain he’d oppose a hippie dreamer like Jim joining the board on general principles.

In corner three you had the Insurgents[3], in particular Roy E. Disney, the son of co-founder Roy O. and Walt’s nephew. Roy had left the company in ’77 in anger at their stagnation and conservatism, though he retained his seat on the board. He’d definitely be amenable to new blood, but we had to be careful. If Jim looked like he was too close to Roy it could look like a coup was in the works.
In corner four, you had the Walt Disney family itself, represented by President Ron Miller, Walt’s son in law. Ron was open to change. He reportedly was working on bold new ideas despite Card’s reticence and could have been a great go-between for the Puritan and Insurgent factions save for one major complication: he and Roy hated each other’s guts. Rumor had it that when Roy left the company in ’77, Ron tore down Roy’s reserved parking sign that very day with his bare hands. Jim would undoubtedly try to patch things up between them, God bless him, so I’d need to keep him out of it as best as I could lest he get his hand bit.

But there was yet another complication behind corner four: the mysterious Retlaw Enterprises. This was a privately held company owned and operated by Walt’s widow and children. Privacy was paramount. Its books were closed, its assets mostly hidden, its meeting minutes sealed, and its operational plans secret. If Walt’s frozen head exists[4], Retlaw owns both it and the robot they plan to attach it to.
“Retlaw” is “Walter” spelled backwards.

Retlaw owned, among other things, the rights to Walt’s name. That fact alone made them able to bend Disney to their will despite owning relatively few shares of the Disney company. It was a power dynamic that, rumor had it, went back to the Walt and Roy Sr. days. As Disneyland’s popularity boomed in the ‘50s, Walt created the privately held Walt Disney Miniature Railway Company to protect certain toys that he wasn’t willing to share, most notably his scale railroad at Disneyland. Over the years it claimed more and more things to the point that Roy O. reportedly accused his brother of deliberately siphoning funds out of the main company in order to enrich his own side of the family at the expense of Roy’s. Ron and Roy’s animosity may have very well stemmed from that early split.

And yet Retlaw, I soon came to realize, was the key to the whole thing. If they accepted Jim, then Ron and Card would be forced to follow suit. Roy might object and feel threatened, but if we kept a respectable distance from all sides in the larger dispute, we could ride it out until Jim’s genuine sincerity inevitably won him over.

But first, we needed to get Walt Disney’s widow and daughters on our side, and soon. What did they want? Who knew? They shunned the spotlight their daddy craved. But it seemed a safe bet to assume that they wanted to see their father’s vision continued and his legacy protected. What else would a loving wife or daughter want?

It appeared, then, that our principle Miss Mousie was one Lillian Bounds Disney.

With this strategy in mind, I made some calls and set up a meeting between us and the Retlaw board of trustees.



[1] After some nervous worries on Mickey’s part, Minnie reassures him it was just a sketch and they hug. Piggy is not so forgiving and Kermit receives a karate-chop for his trouble (a literal “punchline”).

[2] The You Attitude is Bernie Brillstein’s philosophy on management and negotiations, which he claims to have learned at NYU. “Talk about them, not you. Don’t worry about what you want to sell, worry about what the customer wants to buy. What does he need? Get in his head. If what you have to sell is good, you’ll eventually succeed, but there’s a right time and a wrong time, and you’ve got to be sensitive to the other person. It’s all about him, not you.” [Pg. 24 of the hardcover]

[3] Roy’s brewing insurgency was far from obvious in 1980 since he almost always supported the decisions of the Chairman at the time (he only opposed buying the Walt Disney naming rights from Retlaw, feeling they were overpaying). Bernie’s using a bit of hindsight here.

[4] It doesn’t. Walt Disney was cremated shortly after his death. It’s the cryogenic rumor that just won’t die.

 

[Geekhis Khan]

Trying something different today than the "wall of text". Hope that you like it.

-------------------------------------------------------------

[click on video]

Exterior – Sun-Filled Mountain Fields
A beautiful woman in a flowing dress twirls among the verdant fields, as if in pure bliss.

Announcer
It’s a beautiful day, and you can enjoy it now. Even with your moderate to severe hemorrhoids. All thanks to Azralax AS…​

[“Skip Ad” clicked]

Interior – Small home office
Books and toys on shelves in the background. The Host sits up front, looking into the webcam towards the audience.

Host
Okay, so, welcome again to Disney Underground, the channel where we dig deep into the history and mysteries of the Magic Kingdom!​

Title Card: “Disney Underground” superimposes on screen

Host
So, tonight we’re talking about the mysterious “Retlaw Meeting” between Jim Henson and the Disney family. If you haven’t yet seen my video on Retlaw, click the link…there! Okay, so let’s go back in time.​

Animated Sequence – Exterior – Retlaw HQ
A crudely animated sequence of cut-out animation over 2D backgrounds shows Jim Henson, Al Gottesman, and Bernie Brillstein (heads ridiculously over-sized) meeting Lillian Disney, the Disney Daughters, Ron Miller, and Card Walker at a ridiculously undersized cutout of the Retlaw headquarters. As the Host talks, the figures ENTER the HQ building and then LEAVE with a slide whistle sound effect. Public Domain music plays in the background.

Host
It was the morning of August the 2nd 1980. Jim, his lawyer Al Gottesman, and his agent and manager Bernie Brillstein met with the Disney family and Disney CEO Card Walker at the Retlaw HQ. A few hours later they left the compound, Jim now a part owner of the Disney Company, a member of the Board of Directors, and a Creative Consultant. So, how did he do it? Muppet Magic?​

Animated Sequence – Interior – Retlaw HQ Boardroom
Jim Henson stands by a projector while Bernie Brillstein, Gottesman, Lillian Disney, the two Disney Daughters, Ron Miller, and Card Walker sit around a table. Amusing, relevant images are projected on the screen. As the Host talks, the figures and images move and change accordingly.

Host
According to Brillstein, Jim Henson simply “laid on his natural charm and sincerity” and “assured them that Walt’s vision would be safe in his hands.” Such was his natural charm that the Disneys immediately jumped on board the Henson Express. But is that true? Maybe. While the actual events remain a mystery, several of my sources report that this retelling only reveals part of the truth. The part about Jim seems to be true to a degree. My sources state that Jim gave an impassioned and sincere speech about how much Disney meant to him and his family. He reportedly showed photos of his family at Disneyland and Disney World. He described how Disney animation and shorts changed his life for the better. He reportedly even showed some footage from the Muppet Show that referenced Disney, specifically the “Mickey Moose” skit and a visit from the Star Wars cast where they all sang “When you wish upon a star[1]”. The Disneys were reportedly all quite amused and flattered, but they reportedly weren’t swayed and were on the verge of dismissing Jim. Then, Bernie got up to speak.​

Animated Sequence – Interior – Retlaw HQ Boardroom
The board room turns darker. The Bernie Brillstein figure takes the projector from Jim and holds up a really big stick. Ominous Public Domain music plays.

Host
If Jim Henson was the Good Cop, then Bernie Brillstein excelled as the Bad Cop, or so my reports say. Bernie apparently hit them with the bad news: their finances. Their stock was undervalued, their productions were crap, their name in tatters and their company vulnerable. He told them how the land they owned alone was worth more than the buyout value at the current stock price. He told them at length about Victor Posner’s corporate raids and how he tore apart the venerable Sharon Steel, ripping it apart piece by piece, and selling off the assets for a quick buck, its employees thrown out on the street. He warned them all that the same thing could happen to them. Jim, reportedly not informed about this part of the plan, sat there frowning.​

Animated Sequence – Interior – Retlaw HQ Boardroom
The board room turns lighter. The ominous Public Domain music tapers off. Bernie, with the stick, sits down and Gottesman, with a carrot on a string, stands up.

Host
Then Gottesman reportedly turned it around, and showed them, instead, the growth curves of the Henson Associates company over the last decade. He showed them the returns from the Muppet Show and Movie. He re-spun Jim less as an eager fanboy than as an inbound savior, a man cut from the same mold as Walt. A creative visionary and a genius. A man who could return Disney to the heights it had reached under their father.​

Animated Sequence – Interior – Retlaw HQ Boardroom
All the people around the table stand up and cheer. Celebratory Public Domain music plays.

Host
And with that carrot and stick game, the Disneys were on board and the rest is history.​

Interior – Small home office
The animated sequence ends, returning us to the Host.

Host
And, of course, all of what I just showed you may also be complete bullshit. I rely heavily on rumors and anonymous sources on this channel, so what do you think? Is this the secret of the closed Retlaw meeting? Or just gossip and crap? Leave your thoughts in the comments, and, as always, if you like what I do here, please “Like” the channel and hit the Tracker button for updates and alerts. This week’s episode was suggested by my Sponsorama Patron MausMan242. And for my Sponsorama Members, remember that you too can help choose next week’s topic. And speaking of Kermit, whenever I need to find good home repairs, which I commonly do in this apartment I don’t own and which has a full-time maintenance crew, I turn to this week’s sponsor: Froggy’s Fixit Finders. They are your all-in-one home repair contracting locat…​

[“Return” button clicked]

​

[1] Yes, these skits happened. It’s surreal looking back on them.

 

[Geekhis Khan]

Chapter 12, When All you Deals Come True (Cont’d)
Excerpt from Where Did I Go Right? (or: You’re No One in Hollywood Unless Someone Wants You Dead), by Bernie Brillstein (with Cheryl Henson)

With the Disney-Miller-Lund family on board with us, we made our official announcement. Jim, now an 8.3% owner, would be joining the Disney Board of Directors. In fact, he’d be getting a second seat on the board! Jim and I immediately tapped Al Gottesman for the seat, as Al had the business and legal know-how to give Jim the good council and gravitas he needed. You see, Roy E. Disney wasn’t the only one unhappy with the creative stagnation at the company. Ron Miller, Dianne, and matriarch Lillian, who knew Walt better than anyone, were fully aware that the studio was considered out of touch and uninspiring by audiences, something that Walt would never have let happen. Ron and the Disneys, in something considered rather unheard of in 1980, actually sided with Roy to push for the second seat for Jim. 8.3% was on the low end of where you could expect such a boon, but I can only surmise that they saw in Jim what I always had: a truly unique mind. Not only that, but Jim was red hot in Hollywood at the time, and with a serious track record.

Donn Tatum was hesitant and Card Walker flat out resistant to the move, but with both sides of the Disney family actually in alignment, they found it hard to openly oppose the move. Furthermore, with some heavy lobbying by Al, the board voted to give Jim the special title of Creative Director with the job of making sure that the concerns of the Outside Directors regarding the creative stagnation were being addressed. Ron also asked Jim to be Special Creative Consultant to the President with the express purpose of offering creative guidance and input. Jim would be answerable to the board, not to the Disney executives, though the Disney Executive Committee retained final creative control over Disney products. It wasn’t the complete creative control that Jim wanted, but it was a hell of a start. No doubt his “suggestions” would carry a lot of weight. In time, as they inevitably learned what I always knew about Jim, we could push for more.

Jim was content and I was ecstatic. It felt like as much of a victory for me as it was for Jim. I guess that’s why I helped Jim get a toehold into Disney. The truth was that by the dawn of the ‘80s I was flying so high between Jim Henson and John Belushi, the Muppet Movie and the Blues Brothers, that the view became as addictive as any vice. And the fear of losing it all began to eat at me. I’d achieved the dream that drove me into show business to begin with. I was the guy everyone called, in the thick of the action. I represented the hottest stars. I was immediately recognized walking down the street. I’d reached the summit of Kilimanjaro and was loving the view. Jim, undoubtedly, was experiencing the same feeling as we shared the view from the top, and saw just how far we could fall back down.

But that’s the thing about people. Once you’ve reached the peak of Kilimanjaro your eyes immediately turn toward Everest. What if, in some way, I could be the guy who greenlights the pictures, not just the guy who pitches them? Jim kind of wanted the same, though like the rest of the arts & crafts crowd it was about creative control for him rather than recognition and fame. I was helping Jim reach his dreams by pursuing the Disney deal, but I was kind of pursuing my own as well. For the two years since I’d made it, I lived in fear of losing it all. I couldn’t stand the thought that everything that I’d worked to achieve could be lost in the span of a few phone calls from talent ready to move past me. How better to put such fears behind me than to push on to the next great achievement?

I’ve always been a high-stakes gambler at heart. I’ve owed tens of thousands of dollars to shylocks and Wise Guys and had to beg family and friends to ride me through to the next deal. And corporate acquisitions are like the craps table times a million. It occurred to me that this could all end disastrously, and I was very upfront with Jim about that fact. But he was also a gambler to a degree. Unlike me, however, he knew when to cash in his chips and head home.

 

[Geekhis Khan]

The Board of Directors for the Walt Disney Productions Company, 1980[1]:
E. Cardon “Card” Walker, Chairman & CEO
Donn Tatum, Chairman Emeritus
Ronald “Ron” Miller, President and COO
Richard “Dick” Nunis, President of Disney’s Outdoor Entertainment division
Roy E. Disney (head of Shamrock Holdings)
James M. “Jim” Henson, Creative Director (founder and head of Henson Associates)
Al Gottesman (Henson Associates)
Philip Hawley (Carter Hawley Hale)
Samuel Williamson (senior partner, Hufstedler, Miller, Carson, & Beardsley)
Ray Watson (former head of the Irvine Company)
Caroline Ahmanson (head and founder of Caroline Leonetti Ltd.; Chairman of the Federal Reserve Bank of San Francisco starting in 1981)

The Disney Executive Committee:
E. Cardon Walker, Chairman & CEO
Donn Tatum, Chairman Emeritus
Ronald Miller, President and COO
Richard “Dick” Nunis, President of Disney’s Outdoor Entertainment division

* * *​

Henson Joins Disney Board
The Wall Street Journal, August 5th, 1980

The Walt Disney Productions Company announced yesterday that Jim Henson of Muppet Show fame has acquired an 8.3% share of the company and will be joining the Board of Directors with the special title of Creative Director, along with a second seat at the table for his business and legal consultant Al Gottesman. Furthermore, Henson will assume the role of Special Creative Consultant to the President. As a part of the deal, Henson will report directly to the Board of Directors rather than to CEO and Chairman E. Cardon Walker or President Ron Miller, offering input and recommendations on creative projects and decisions.

It should be noted that this is not a merger. Henson Associates and Disney will remain separate companies for the time being, although this opens up the possibility for future collaborations between the two companies and their characters. It also increases the likelihood of a merger in the future should this collaboration prove mutually beneficial.

Disney stocks are up 2.3% following the announcement[2], with investors hoping that Henson will bring a new shot of creativity to the stagnant entertainment company, whose stock has been languishing following a string of box office disappointments. In the official announcement, Disney President Ron Miller stated, “We look forward to this partnership with Mr. Henson. Like his millions of devoted fans around the world, we at the Walt Disney Company love his Muppets and feel that this partnership is in the best interest of both companies.”

Henson, in turn, stated, “I’ve been an admirer of Mr. Disney since childhood, and I am looking forward to being a part of continuing his creative vision.”

Planned collaborations for the companies include new Muppet-themed attractions at Disneyland and Disney World as well as the production of Henson’s new movie project, The Dark Crystal.

* * *​

Muppet Magic comes to the Magic Kingdom!
Disney Magazine, August 15, 1980 edition.

Rejoice, fans of Kermit and Mickey, because Muppets creator Jim Henson has joined the Disney team! Yes, sometime soon Kermit, Miss Piggy, Gonzo, and the rest of the Henson crew will be joining with Mickey, Minnie, Donald, and the rest of the Walt Disney crew! Following the announcement of Jim Henson joining the Board of Directors earlier this month, speculation has grown about what will come out of this new team-up. Will Kermit and Piggy soon be seen walking around Disneyland? Will there be a Muppet ride? A Mickey Mouse Muppet on the Muppet Show? Only time will tell!

Disney President Ron Miller has already announced a planned “Muppet Show Live” act at the theme parks as well as production of Jim Henson’s new project, The Dark Crystal, which Miller promises will be “Jim Henson as you’ve never seen him before.” Release date is planned for the summer of 1981.

I don’t know about you, but I can hardly wait to see what comes next!

* * *​

“It will never work. They’re bringing a peace-and-love flower child into a board full of Reagan Republicans. They’ll tear him apart.”

Attributed to businessman Richard DeVos, August 7th, 1980





[1] Or at least as I can discern from the limited publicly available information. All of these people were on the board in 1984 according to Storming the Magic Kingdom. Others there in 1984 include Ignacio Lozano, Jr., who joined in 1981 and Robert Baldwin of Morgan Stanley, who joined in ‘83 (both butterflied here with Jim and Al joining). I assume whoever left in our timeline to make way for Lozano and Baldwin leave here too. Hawley joined in ‘75 and I assume Ahmanson, who also served on the Carter Hawley Hale board, joined around the same time. Watson joined in 1973. I cannot find dates for Williamson.
[2] New blood with a good track record = stocks go up, in most cases.

 

[Geekhis Khan]

Interview with Al Gottesman
Fly on the Wall, S2; E12, First aired Nov. 14th, 1994

Interior – Studio
Two men sit across a small table from each other: the host, Johnny McFly, sits across from the guest, Al Gottesman. Opening music starts playing.

Source: https://www.henson.com/jimsredbook/2011/03/311972/ (an outstanding primer on Al)

JM: Hello, everyone, and welcome! It’s time once again for another episode of Fly on the Wall, where we interview guests who were, as it were, flies on the wall for significant events in history. And this time we have attorney Al Gottesman, who was in attendance at Jim Henson’s first meeting with the Disney Board in the fall of 1980. Mr. Gottesman, thank you for joining us.

AG: Thank you, Johnny, it’s a pleasure to be here.

JM: So, for our younger viewers, who may not be familiar with the history, in 1980 Jim Henson, the creator of the Muppets, joined the Board of Directors at the Walt Disney company. And you were there too, yes?

AG: Yes. Part of the deal negotiated with the board was to add a second seat for me, specifically to represent Jim’s financial interests while he focused on the creative stuff.

JM: At the time many were predicting a disaster. Here you had this long-bearded hippie artist joining a super-capitalist board full of Reaganites at the dawn of the “Greed is Good” era. It must have been quite the sight to see.

AG: Well, just to be clear Jim isn’t exactly a “hippie”. He was really more a part of the Beat Generation: Ginsberg and Kerouac and the like, rather than, say, Hoffman or Leary. He liked Hendrix and Joplin, of course, but given the choice he’d prefer to listen to Bird Parker or Miles Davis.

JM: So, a Beatnik in the Mouse’s Den, then, not a hippie.

AG: Erm, sure.

JM: So…what happened?

AG: We arrived early to make a good impression. It wasn’t Jim’s first board meeting, contrary to most people’s assumptions. He’d previously served as the President, and later a board member, of the Puppeteers of America organization and served on the board of UNIMA[1]. That said, as you noted, Jim was from a culturally different time than the generally older, more conservative board members, so we wanted to put them at ease. Jim wore one of his nice Saville Row blue suits and a necktie rather than his usual flowered shirt and leather jacket. Even then, he stood out due to the beard, over-the-ear hairstyle, and his easy-going mindset. I could see some of the board were trying not to look at us. Ron Miller smiled and shook Jim’s hand up front. Card Walker was more reticent. And Roy Disney had a rather mischievous grin on his face.

JM: Like he was up to something?

AG: I’d be remiss to imply anything here. The meeting started off simple enough, with Mr. Walker going over the quarterly income reports. Jim listened, but he was having a difficult time getting comfortable in the stiff-backed chairs. For those who don’t know Jim, he prefers to lay way back…near horizontal if he can. So, he gets up and starts… [laughs] …fiddling with the controls under the chair. It’s squeaking and clicking, and irritating some of the board, but finally it “thunks” and the back releases. He sits and leans waaaay back, and starts taking notes.

Jim in his usual resting position, NYC, 1960s (image credit "d23.com")

JM: And this bothered people?

AG: It caught some attention, to put it mildly. Anyway, Jim starts taking notes, particularly when Mr. Walker begins talking about the then-upcoming EPCOT attraction. Jim’s furiously scribbling notes and making little drawings and burning through pages on his yellow legal pad. When Ron started talking about the new idea for Tron he began scribbling again.

JM: And then what?

AG: Well, the meeting was just about to end when Mr. Walker, as Chairman, called for any last comments before adjournment. And that’s when Jim quietly raises his hand, saying, “um, yes, I have a few ideas for EPCOT, and maybe Tron.” I think that the rest of the board had hoped he’d just stay silent, but they, as Robert’s Rules dictated, allowed him his due time with the floor.

JM: And what did he say?

AG: Well, he started sharing his ideas. He was particularly interested in the Imagination Pavilion attraction at EPCOT and the little purple dragon character, Fragment [SIC] or something like that, and so he’s showing these quick sketches of animatronic ideas for chorus lines of high-kicking dragons, complete with arrows and suggested mechanical linkages, and this idea for rows of TV screens playing looped videos perfectly timed so that the dragon appears to be leaping from screen to screen. And then Tron: he’s got ideas for the whole thing as an exploration of time, reality, and perception and the dichotomy between the virtual and the real.

JM: Like real Derrida-type stuff.

AG: Jim was probably thinking more existentialist than postmodern, but down that same rabbit hole.

JM: And did they like it?

AG: You see, that’s the thing about Jim. He speaks quietly, but confidently. He has this disarming, modest smile. People, particularly loud, competitive people, underestimate him. But as he threw out each of these ideas in rapid fire, spreading the pages out in the middle of the table and speaking in his soft voice, it basically forced the board members to lean in to see and hear.

JM: I remember hearing that Clint Eastwood gets a similar reaction. Talk softly and make them come to you. Power through tranquility.

AG: Yes, but in Jim’s case it’s just automatic, not something he does deliberately. He has this way of leading without leading. He’s just so enthusiastic and confident in his ideas and his vision that people follow along, me among them.

JM: I see. And what happened next?

AG: Jim concluded his ideas, and everything went silent for a time. Not a bad silence, but a stunned silence, like they were unsure what to say. I recall Ron Miller looking at Jim, a little confused. I got the idea that there might have been a real Mozart-Salieri thing happening had Jim not been so agreeable with him. Ron made a last point of order to set up a meeting with Jim to discuss the ideas in detail.

JM: And then the meeting ended?

AG: Yes, and Jim seemed content enough. Most of the board then took the time to speak to Jim and shake his hand. Roy in particular had a big smile as he shook Jim’s hand.

JM: And Card Walker?

AG: Very formal as always. I wasn’t entirely sure what he thought of it all at the time, but in time it all became pretty clear.

JM: I’m sure it did, and we can talk more about it after our break.

[Music starts playing as things go to Commercial]



[1] Union Internationale de la Marionnette, or International Puppetry Association

 

[Geekhis Khan]

Chapter 11: The “Idiot Nephew”
Excerpt from The King is Dead: The Walt Disney Company After Walt Disney, an Unauthorized History by Sue Donym and Arman N. Said

Roy Edward Disney, son of Roy O. and nephew of Walt, never got the respect that he wanted from the rest of the family following Walt’s death. As a child, he and Walt had been close. Uncle Walt read to him as a child—Roy always felt that the Pinocchio movie was dull compared to Walt’s exhilarating narration of the book. They also played together for hours with model trains. Young Roy’s love for trains inspired a renewed enthusiasm for trains in Walt that would lead to the creation of the backyard “Carolwood Pacific” railway, a working 1/8th scale steam locomotive powered by custom-ground 1/8 scale coal from Scranton, PA. When a teenage Roy, dragging his feet in the gravel during a ride, caused the train to derail, much to Walt’s fury, it couldn’t have been a more apt and obvious metaphor for what came in the following years.

Walt aboard the Carolwood Pacific Railway (image credit "wdwinfo.com")

The Carolwood Pacific inspired the miniature railway at Disneyland. That railway, beloved by Walt, became property of the privately-held, by Walt only, Walt Disney Miniature Railway Company. The Miniature Railway Company would evolve into WED and then later into Retlaw Enterprises. Retlaw, and the numerous valuable assets it controlled, were outside of the reach of the public company. This, in turn, would derail Walt and Roy O.’s longstanding friendly working relationship. Soon it was Walt versus Roy, which spilled over into the families and the management of the company, which was soon fragmented into “Walt’s Men” (mostly in the creative departments) and “Roy’s Men” (mostly in the accounting and finance departments). Though Walt and Roy would eventually publicly reconcile, complete with a symbolic peace pipe given from Walt to Roy, the division between the two branches of the family, and their respective allies in the company, would live on over time.

Roy E. would be the one to bear the brunt of the aftershocks. Though he controlled the largest private share of Disney stock, inherited from his late father, at 3%, he had the least say over the direction of the company. Following Walt’s death, a “troika” of Roy O., Donn Tatum (a “Roy Man”), and E. Cardon “Card” Walker (a “Walt Man”) took over the company. By the late 1970s, however, with Roy O. long since passed on, Walker had, through force of personality and ambition, secured de facto control over the company, systematically purging “Roy’s Men” from positions of power. Donn Tatum, for example, though Chairman of the Board, was largely removed from the day to day operations of the company, instead relegated to being the “outside man” who interfaced with the shareholders.

Roy E., on the other hand, major shareholder, son of the cofounder, and member of the Board of Directors, was harder to get rid of. It proved far easier to just ignore and marginalize him.

Roy E. Disney was always a quiet, bookish child. An unambitious dreamer, unassuming, non-confrontational. At board meetings, be they the Disney board or Cal Arts, he sat silently, never contributing, never questioning, never raising his hand. Many assumed that he lacked intelligence. Cousin-in-law Ron Miller and Disney executive Card Walker reportedly called him “the Idiot Nephew” behind his back, a label reportedly first coined by Walker.

Yet despite his quiet, simple nature, Roy could see what his rivals could not: that Walt Disney Studios was stagnating, and in real danger. Immersed from birth in the magic of Uncle Walt’s creative enterprises – riding his bike through the studio, sitting in on filming sessions, watching all of the classic animated features being created – Roy had a deep and visceral love for Walt’s creative vision, a vision that went far beyond the simple mimicry that had been the norm following Walt’s death. Roy had directed or produced many of the award-winning nature documentaries from the ‘60s and ‘70s. He felt he knew Walt better than any of them, and could see that, despite Walker’s mantra about doing what Walt would have done, the company’s tired, trite formula was utterly divorced from the bold, risk taking vision of Walt himself.

Roy E. Disney (L) and Stanley Gold (R) in the 1980s (image credit: "tophatal.files.wordpress.com")

Roy’s pleas to see the studio reach out and create something new, perhaps a drama as beautiful as To Kill a Mockingbird, which he recalled Uncle Walt wishing that he could do, continued to go unheeded. He sought outside help. He recruited his lawyer and manager of his Shamrock Holdings corporation Stanley Gold, a boisterous, aggressive, and confrontational man who was everything Roy was not. They devised a plan to get Roy into a position as an independent producer.

When they went to Walker to discuss the plan, one source claims that Walker was openly rude and dismissive. “What do you want to do, Roy? Make Deep Throat?”

Gold countered, “We’re just trying not to do Herbie the Love Bug for the fifteenth time.”

In March of ’77 Roy left the company, citing a lack of creativity and innovation and an atmosphere out of touch with the creative spirit and long-term planning that guided his Uncle Walt. A company at once stuck in the past and divorced from its history. Roy remained on the Board of Directors, but he would no longer be quiet and complicit. He now had Stanley Gold to be loud and aggressive for him[1].

[…]

In the Fall of 1980 Jim Henson, of Muppets fame, acquired a large share of Disney stock (8.3%) and joined the Disney board along with his business and legal advisor Al Gottesman. This threw everything into flux. Roy and Gold had no idea how to respond to this new change. Was this a threat? An opportunity?

On one hand there was the implicit danger. Henson had quickly acquired almost three times the stock Roy owned, and without anybody knowing what was happening until he had already breached the 4.9% SEC reporting threshold. How much more did he plan to buy? How soon? Was this a takeover attempt? And what would become of the company Uncle Walt had built with this unknown quantity in power? Furthermore, there was the mysterious Retlaw Meeting of August 2nd. Gold suspected a power-play was at hand; perhaps Ron and his cousins were conspiring with Henson to run Roy out of the company.

On the other hand, Walker and Miller had seemed as shocked as anyone at Henson’s quick ascension. Was it all an act, or did Henson truly represent an all new force, one that Roy and Gold could use to their advantage?

The numerous times the press had dubbed Henson “the next Walt Disney” surely resonated with them as well, both positively and negatively. They recognized that creativity was needed in the company, and Henson was nothing if not a creative, outside-of-the-box thinker in touch with the times. They ultimately decided to take a “wait and see” approach.

The first board meeting with Henson and Gottesman on board only made the situation more surreal. To the unease of many, Roy included, Henson leaned way back in his chair the whole time, silently scribbling notes rather than sit up straight and professionally. Uncle Walt always insisted on maintaining an old-fashioned professional demeanor at all times. Henson stayed silent until the very end, when he barraged the board with creative ideas, which he appeared to have made up on the spot! Just like Uncle Walt, Henson appeared to be an unending fountain of vision and creativity, exactly the kind of creativity that Roy and Gold had been trying to bring back to the company for over a decade.

At Gold’s prior urging, Roy made the effort following the meeting to shake Jim’s hand where everyone – especially Miller and Walker – could see it happening. A new game was now afoot between the Disneys, with Jim Henson as the prize.

​

[1] All of the above is recounted, in far more detail, in Storming the Magic Kingdom by John Taylor and Disney War by James B. Stewart.

 

[Geekhis Khan]

Chapter 11: The Call of the Magic Kingdom (Cont’d)
Excerpt from Jim Henson: Storyteller, an authorized biography by Jay O’Brian.

In October of 1980 Jim Henson and David Lazer met with the Disney accounting and finance committee, something he was entitled to as a major shareholder. The meeting was organized by Stan Kinsey, who recounts an interesting encounter:

I recall we were busy setting up for the meeting, running against the clock. Jim Henson and Card Walker weren’t expected to show up for a few minutes, so I was working with a young employee trying to get the overhead set up and the transparencies ready in time. I barely registered this tall man with a beard and a flowery shirt entering and taking a seat at the middle of the table. He had a guy next to him in a suit, and they started looking through one of the binders I had my secretary put together for the meeting. I immediately knew they had to be some of the Henson boys since none of my people would have dared worn that outfit to a meeting…or worn that beard.

Someone started joking about the “Hippie” on the way, sure that he’ll want us to serve granola at the commissary or redistribute the executive salaries to all the walk-arounds or something. Many in the room chuckled, but I cut him off. No need to irritate Henson’s people at the table. The bearded guy and his suited partner, seemingly not hearing the snide comments, start asking questions of Dave[1] from accounting, who was trying to answer them while also getting the table ready for the Bigwigs to arrive. Meanwhile, I’m arguing with the young employee – Eric, or something – about the fonts on the projected cost curves, largely ignoring the bearded guy, when suddenly I got that feeling you get when the Bigwigs enter the room and I turned to see Card Walker entering with Ron Miller and CFO Mike Bagnall. “Ah, I see Jim made it already,” Card said as he took the seat at the head of the table and frowned.

I realized with horror that the bearded man was Jim Henson. The other guy was David Lazer, Jim’s friend and Muppet Show producer. I’d ignored the guest of honor for several minutes! Jim just smiled and waved, and we got down to the business at hand. We went into the presentation, me struggling to overcome this awkward start the whole time. Card interrupted on occasion, but Jim mostly stayed quiet, only occasionally raising his hand to ask a question in a quiet voice. They were, surprisingly at the time, smart questions too, mostly about available funding lines for creative efforts, studio improvements, EPCOT timelines, and other things directly related to creative efforts.

In hindsight it was silly of me to think that a man who built an international business empire out of felt and google-eyes wouldn’t understand the basics of corporate finance.

It was the start of a productive and generally friendly relationship between Jim and Stan. In time Jim gifted Bagnall and Kinsey with Disney’s own version of the ironic Shrine to the Almighty Dollar that sat in the Henson Associates office in Manhattan. “I’ll cherish that silly little shrine to the day I die,” said Stan.

Jim Henson's Shrine to the Almighty Dollar (Image source: "jimhenson-themuppetmaster.tumblr.com")


[1] Fictional, though there’s always a “Dave” from accounting. It’s an immutable law of nature.

 

[Geekhis Khan]

Chapter 3: The Gentle Giant
Post from the Riding with the Mouse Net-log by animator Terrell Little.

I remember one day, in the fall of 1980, we got news that President Ron Miller was coming, and that he was bringing a guest. We all knew about the deal at the time, so it was no real surprise when he walked in with a bearded man whom we all immediately recognized as Jim Henson. Jim was tall and lanky and walked with a slight hunch forward, which I attributed to years spent bent over with a frog on his arm.

Normally when you have a new executive type come in on a tour of Animation it’s like Atilla touring Rome. Not Jim. He was like a kid the whole time. He loved every image we showed him, old or new. I remember his self-effacing smile and his schoolboy-like excitement every time he looked over a picture. He marveled at original cels from Snow White and Steamboat Willi, treating them like a pilgrim holding the Holy Grail. He smiled at each new hand-drawing for Fox & Hound. All of us animators almost instantly recognized him as one of our own and we all rushed to slip him the little drawings we made of Mickey and Kermit or Donald arguing with Sam the Eagle, which soon overflowed his pockets.

Most of us watched the Muppet Show at the time and had seen and loved the movie (It was a screaming hit when they screened it here). I mean, creativity, be it celluloid or felt, will catch the eye of creative types. And it still amazes me the expressiveness and personality Jim and his crew can put into felt. I wished I could have gotten such expressiveness out of the faces of my cels on Fox & Hound at the time!

And it turns out he knew Tim Burton. Mike Peraza and Patty Paulick too. They’d all worked as background Muppeteers[1] on The Muppet Movie for the big finale[2].

No kidding. Of all the animators that one would expect to be a former Muppeteer, Tim would have been most people’s last guess. But, sure enough, he’d worked briefly on The Muppet Movie in a small role, working a background Muppet during the grand finale. The two shook hands and Jim and Tim both smiled brightly.

Tim Burton at Disney Animation c1980 (Image source Steve Hulett at "www.cartoonbrew.com")

A small world after all. I guess the man behind Uncle Deadly and the Great Gonzo would hardly be put out by someone as weird as Tim.

Of course, then he got to meet Woolie Reitherman, one of the last of Walt’s Nine Old Men. We didn’t know what to expect there. Woolie was old school as they come. “What Would Walt Do” to the last. It was Woolie who insisted on recycling animation, not to save money like everyone believes (it costs pretty much the same as new animation) but as a way to both ensure quality and ensure that it was “Walt’s” style of animation.

Woolie Reitherman c1980 (Image source "walt-disney-movies-series.fandom.com")

Woolie intimidated a lot of the young animators. He had this hard charging intensity to him that came across as domineering to some. But he and Jim were soon laughing as Woolie gleefully recounted the old days with Walt, Jim enthusiastically soaking in every anecdote, saying little, but asking many questions. Some of my fellow animators assumed that Jim was sucking up to Woolie, trying to manipulate him, but I didn’t see it that way. Jim seemed sincerely interested in life under Walt and wanted to hear how the studio had been in the past.

And then, just as he was about to leave, someone (Joe Ranft, if I recall) asked him, “Hey Jim, what’s next for the Muppets?”

Ron Miller kind of frowned, but Jim smiled, and started to tell us about The Dark Crystal. We all sat there, fascinated, as he described this dark, Grimm Brothers fairytale about elfin Gelflings and vulture-like Skeksis. He even sketched a few quick drawings of it all, claiming “I’ll never do the Brian Froud originals justice”. We were speechless. It was something totally new! It was like seeing into the future of entertainment. Burton in particular seemed spellbound and earned a few scowls for openly asking – right in front of the company President! – if Jim had any openings.

By the time Jim left, there was a new feeling of promise and joy in the offices. It’s hard to explain. We all just wanted to work with this guy[3]. He was so quiet and modest, but at the same time so energetic and driven. The future to Woolie’s past.

Yet even Woolie seemed upbeat. One animator even swore he overheard Woolie saying, “he reminds me a little bit of Walt”.

- ∞ - ​

And with this post, Part I comes to an end. Part II begins shortly.

​

[1] Jim despised the term “Muppeteer,” considering it kitschy and droll and never used it, preferring “Muppet performer”. The press and others still used the hated term, however.

[2] Absolutely true! Peraza was Emmet Otter and his then classmate and future wife Patty Paulick was MA otter. I’ve yet to determine what Muppet Burton played. Director John Landis (Animal House, Blues Brothers) was also one of the guest Muppet performers in that scene.

Image source "muppet.fandom.com/"

[3] I’ve read numerous accounts from employees of Jim Henson who related similar experiences.

 

[Geekhis Khan]

Part II: Taking Up the Torch

“Do or do not. There is no try.” – Jedi Master Frank Oz


The Muppets Go Disney! (1981)

The Muppets Go Disney! is a made-for-TV special that aired for the first time on NBC on May 1st, 1981. It featured Jim Henson’s Muppets plus the Walt Disney characters, with special guest star Kurt Russell and appearances by Disney CEO E. Cardon Walker and President Ron Miller. It was created and aired as a promotional for collaborative projects between Jim Henson and Disney following Henson joining the Disney Board of Directors the prior year. Produced in partnership by David Lazer, Jim Henson, and Tom Wilhite, the special was filmed alternately on location at Walt Disneyland in Anaheim, California, USA, and at Elstree Studios (The Muppet Show set) in England. It follows the adventures of Kermit and the other Muppets as they travel to Disneyland to begin their new “Live Show” (a back-door promotion for the Muppets Live! Animatronic show at Disneyland and Disney World) while, simultaneously, Mickey and the gang, in custom-made Muppet form, take over duties running the Muppet Show. The show received mostly positive ratings, earned a 42-share on its debut, and is considered a Classic by fans of both Disney and The Muppets alike.

Cast & Crew:

Produced by: David Lazer, Jim Henson, & Tom Wilhite
Directed by: Jim Henson & Frank Oz
Executive Producers: E. Cardon Walker and Bernie Brillstein
Written by: Jerry Juhl

Starring:
Jim Henson (Kermit the Frog, Rowlf, Dr. Teeth, Waldorf, Link Hogthrob, the Swedish Chef (head, voice))
Frank Oz (Miss Piggy, Donald Duck (puppetry), Fozzie Bear, Animal, Sam the Eagle, the Swedish Chef (hands))
Jerry Nelson (Mickey Mouse (puppetry), Floyd Pepper, Robin Frog, Lew Zealand, Camilla the Chicken, Crazy Harry)
Richard Hunt (Scooter, Goofy (puppetry), Statler, Janice, Daisy Duck (back-up puppetry))
Dave Goelz (Gonzo, Pluto, Zoot)
Fran Brill (Minnie Mouse (puppetry & voice), Daisy Duck (puppetry & voice))
Wayne Alwine (Mickey Mouse (voice))
Clarence Nash (Donald Duck (voice))
Hal Smith (Goofy (voice))

Special Guest Star: Kurt Russell

Also Appearing:
Ron Miller & E. Cardon Walker as themselves

Plot Synopsis:
The show begins backstage on the set of The Muppet Show, where Kermit is on the phone at his desk. The rest of the Muppets crowd around. Kermit mostly replies, dryly, in “yes”, “sure”, and “uh-huh”, stopping briefly to let the gang (and the audience) know it’s “[his] agent Bernie[1]”. Finally, with the tension building, Kermit says “goodbye” and hangs up. After a beat Scooter asks “well?” Kermit replies, “It, um, seems Bernie, um, got us a show.” Finally, after more prodding, he relays, “It’s in Disneyland”.

After a few moments of chaos as the Muppets cheer and celebrate, Kermit continues. He and a small group of performers are to travel to Disneyland in two days’ time to sign the deal. When Scooter asks who is going to run the show in the meantime, he replies, “they’re sending a crew to take over.”

“But who?” everyone asks. Then the special episode credits roll.

After the credits, Kermit is trying to herd all the travelers together: Miss Piggy, Fozzie, Gonzo, Kamilla, Robin, Sam the Eagle, the Electric Mayhem, and himself, plus their toppling mountain of luggage (most of it Piggy’s). Kermit admonishes Scooter to work well with the “guest crew”. Kermit then stops briefly to welcome the incoming guest hosts: Mickey Mouse, Minnie, Donald, Daisy, Goofy, and Pluto, all new, custom-built Muppets. Mickey thanks Kermit for the opportunity to do the show (“Aw, shucks, thank you, Mr. Kermit!”) to which Kermit replies, dryly, “You can thank me later,” and they are all on their noisy, chaotic way while Mickey meets with Scooter, ready to run The Muppet Show.

“So, Mr. Scooter,” asks Mickey, looking around Kermit’s desk, “where are the production notes and schedule?”

“What makes you think we have anything like that?” replied Scooter, just as Crazy Harry appears and detonates something with a laugh.

“Oooohhhh, boy,” says Donald, nervously, hand over his eyes as they cut to commercial.

After the commercial break, the show returns with The Muppet Show starting in media res, with Scooter welcoming the Special Guest Star, Kurt Russell[2], on the Guest Star Dressing Room set (“30 seconds to curtain, Mr. Russell!”). Scooter then gushes on Russell’s Elvis impersonation and his early Western work as a child star, but Russell tells Scooter he’s hoping to toughen up his image and needs to work on his calisthenics with his trainer “Julius”. Then he dons an eyepatch and starts wrestling a large (Muppet) anaconda. “That’s Julius?” asks Scooter. “Yes,” replies a grunting Russell as it tries to constrict him, “Julius Squeezer.”

With Russell introduced, they cut to the stage and the Muppet Show sign “O” opens with Mickey instead of Kermit appearing (“It’s the Muppet Show with our very special guest, Kurt Russell! Oooohhh boy!!”). The fanfare starts and the Intro begins, only this time the Disney gang is leading the intro with Mickey in Kermit’s spot, Minnie in Piggy’s, and Goofy attempting to blow Gonzo’s final trumpet blast, with similar oddball results (the horn shoots sparks and Goofy shrieks and falls backwards into the sign with a crash).

Next, Mickey is on stage, excited and brimming with confidence, and announces Kurt Russell as guest and then attempts to do the introduction, but keeps getting interrupted by Scooter, since “Goofy’s not ready for his act yet”, so Mickey stalls awkwardly. Finally, the skit is ready and Goofy appears on Fozzie’s set and attempts to tell some corny jokes…only to get mercilessly heckled by Statler and Waldorf. When he tries instead to juggle, this leads to a catastrophic chain of events that tears down the set with a series of crashes, leading Statler and Waldorf to mockingly laugh and cheer and demand an encore.

Backstage, Mickey is desperately trying to salvage the show, Scooter lending a hand. “Oh, boy, what a disaster!” Mickey says. “Seems pretty much par for the course,” replies Scooter. Mickey replies “Gosh, I hope things are going better for Kermit.

They then cut to stock footage of an Eastern Airlines[3] flight and then cut to inside the aircraft (a set) where Kermit and crew are taking up the seats. Peanuts are going everywhere, Animal is scaring the flight attendant, and Piggy is demanding to know why she’s not in First Class. Robin asks Kermit if he likes flying, to which Kermit replies that he “honestly prefers flies.”

The scene cuts to the plane landing at LAX and then shows a quick montage of images as Kermit and the gang travel through LAX (bags in tow), ride through LA and Hollywood crammed into taxis, past the Chinese Theater and other famous landmarks, and finally arrive at Disneyland. “OK, everyone,” says Kermit, Robin on his shoulders, “We only have two hours before we meet with Mr. Miller and Mr. Walker, so let’s try to stick together and…erm” but the Muppets have already headed off in separate directions.

Piggy stays behind. “Perhaps moi and toi can go on a nice dark and…” she falls into his arms “…romantic water ride?”

“Oh boy, can we see the Haunted Mansion?” asks Robin, interrupting.

“Um, that’s a bit scary for a little frog, and, um…”

There’s a shriek from offscreen and Kermit and company run to find Floyd trying to hold back Animal’s chain as he screams “Wo-man! Wo-man!” over and over at Cinderella (“Down, Animal, heel!”). The show then follows a montage of the various Muppets enjoying – or causing – mild chaos among the various attractions of Disneyland (the Electric Mayhem jamming along with “It’s a Small World”, Sam the Eagle brought to tears at Great Moments with Mr. Lincoln (“So beautiful!”), Fozzie at Frontierland dressed as a cowboy and quick-drawing a banana, Gonzo and Kamilla screaming on various fast rides, Piggy preening with the princesses). Kermit, after screaming his way along the Matterhorn with Piggy and Robin, says to the camera, “I bet Mickey doesn’t have to go through this!” as Gonzo flies by, dangling from a group of Mickey balloons, saying, “Who says you can’t recycle the same gags! Weeeee!!!!”

Following a commercial break, the show returns to the Muppet Show, where Minnie and Rowfl perform a bouncy duet version of “Bippity Boppity Boo” from Cinderella. Next, Mickey is interviewing Kurt Russell. The interview is going well until Minnie and Daisy and other female Muppets show up, asking him about his new post-workout muscles. This upsets Donald, who throws a feather-flinging fit as Russell looks on, laughing. The show then cuts to an episode of Veterinarian’s Hospital with Daisy filling in for Janice and Minnie filling in for Piggy, the latter getting quite upset with all the obvious malpractice (“You really are a quack…no offense, Daisy”). It then transitions to Kurt Russell on an urban slum-like set, looking suspiciously like (but sufficiently different from) Snake Plissken, singing Alice Cooper’s “No More Mr. Nice Guy” as he fights a series of tough-looking Muppets.

As it ends, Mickey, clearly on the verge of a stress attack, confides in Scooter that thankfully things seem to be finally settling down. On cue there’s a big explosion that flings Goofy across the stage (“Waaaahaaaaahooooiiieeee!!!”) and Crazy Harry appears, laughing. Mickey puts his face in his palm and asks Scooter “What now?”

“Well,” Scooter replies, enthusiastically, “We can always go to commercial break!”

“I, um, thought this was a live stage performance.”

To which Scooter pats him on the arm and says, “Try not to think too hard about it,” as they cut to commercial.

After the break, it’s back at Disneyland, where Kermit is scrambling to get all of the gang out of their various chaotic situations, from Gonzo hanging off of the castle, to the Electric Mayhem performing on a stage for a live audience…without permission, security looking on, annoyed, to Piggy, dressed like Cinderella, riding on a float with the princesses. Meanwhile, Sam the Eagle looks on, and shakes his head, ashamed. Kermit, in full stress-out mode, admonishes them that they have a meeting coming up “in five minutes!” and not to blow it. This is, after all, the big break they’ve been waiting for. They all gather and put his mind at ease.

Finally, they meet with Ron Miller and Card Walker, the former enthusiastic to see them, the latter staring with his arms crossed, scowling. Ron and Kermit meet, and, after a heartfelt apology for the chaos and an appeal to Ron’s good nature, they all three shake hands and Kermit signs the papers as the Muppets cheer.

Then Sam the Eagle sidles up to Card Walker and apologizes to him for the actions of his co-workers. “They are all very weird.”

“I noticed,” replies Walker, “but they appear to be quite popular with our guests.” It cuts to the Muppets interacting with the various happy guests at Disneyland before cutting back.

“No accounting for taste,” replies Sam, and the two of them look on using the same dry expression, and “Hmmmmph,” in unison.

It goes to commercial and then, after the break, we’re back to the Muppet Show, where Mickey is stressing out, trying to get the show in order. Minnie is now acting like a diva and demanding to take over Miss Piggy’s dressing room. Lew Zealand is annoying Mickey, trying to get onstage with his boomerang fish act. Scooter interrupts to remind Mickey that the Swedish Chef is up next.

They cut to the Swedish Chef’s opening song and he reveals that today’s recipe is “Der Pee-keeng Düük.” He lifts the gingham towel off the basket and is shocked to find it empty. Wondering “Weer eees diee düük?” he goes looking for a duck. Naturally, Donald wanders on the set and Hilarity Ensues as the Chef starts to chase a flustered Donald with a spatula. Soon, an angry Daisy begins chasing the Chef in turn, with a frying pan. This upsets Pluto, who starts jumping and barking behind them. They run around the set, knocking things over, until Mickey runs out yelling “Cut! Cut! Go to the Ballroom sketch!” as the curtains close.

The curtains reopen to the Ballroom skit, but the first corny pun/sight gag hasn’t even executed when Donald, the Chef, Daisy, and Pluto crash through, still in the manic chase, knocking over dancers, causing the chandeliers to fall. The chaos continues backstage and Mickey, acting progressively more like a flustered Kermit, strains to get it all under wraps. Finally, Kurt Russell, dressed like Elvis for his Grand Finale, intervenes, calms the situation, and this all leads in to the Finale where Russell-as-Elvis, on an elevated platform over an audience of Muppets, sings “Whole Lotta Shakin’ Goin’ On” as the Muppets shriek and dance.

The crowd (of Muppets) goes wild and the curtains close for the final commercial break. As they return from commercial, Mickey is backstage and all of the Muppets are congratulating him. “Ya’ made it though!” congratulates Rowlf. “Spot on, chum!” says Link Hogthrob. “Gorsh,” says Goofy, “I had a blaa…” he stops, noticing Crazy Harry slowly rising up from below screen “…a great time!”

“You did great, Mr. Mickey! Another successful show!” says Scooter enthusiastically.

“You call that a success?!?” asks Mickey, incredulous.

Then Kermit and the crew return. Minnie and Piggy glare at each other and toss their heads dismissively as they pass[4], Fozzie and Goofy point enthusiastically at each other, Donald and Sam nod, Daisy and Kamilla share a feathery hug, and Pluto licks a laughing Gonzo all over the face. Finally, Mickey and Kermit, the latter with Robin on his shoulder, meet and discuss their various trading-places adventures, with Mickey concluding “Gosh, I have no idea how you manage to say so calm and controlled in the middle of all this craziness!”

To which Kermit replies, “You see, sometimes I don’t, and that’s OK. To be honest I don’t know how you keep all those parks running day in and day out.”

Mickey replies “I guess we all just have things we’ve learned to be good at.”

“Sure enough,” replies Kermit.

“But if we all stick together and work together, I bet we can overcome anything!” says Mickey, enthusiastically, to which Kermit adds, “…and make all our dreams come true.”

“Just like Mr. Walt imagined,” adds Robin.

“Just like Mr. Walt imagined,” adds Mickey, bittersweetly.

Mickey and Kermit then shake hands and both say “Looking forward to working with you.”

With a final commercial break, the entire cast, Disney and Muppets alike, are on the Muppet stage with the curtain closed. Kurt Russell joins them and Kermit begins “And I’d like to thank you all once agai…erm, sorry, force of habit. Mickey, would you like to do the honors?” “Oh gosh, no thank you, Kermit, it’s still your show!” “In, um, that case, I’d like to thank our special guest star, Mr. Kurt Russell!!” holds for applause, “And a special thanks to Mickey and his friends for helping out!”

Russell then replies, “Kermit, this was the most wild, mad, chaotic, disorganized time I’ve ever had on a show.” And after a beat adds, “I wouldn’t have missed it for the world! You and Mickey run quite a show and I’m honored to be a part of it!”

Then Mickey and Kermit, together, say, “See you all again next time on The Muppet Show. Yaaaayyyyy!!!” The closing credits roll, the “Muppet Show Theme Song” turning halfway through, into a jazzy version of “When you Wish Upon a Star”.

The show ends with Waldorf saying to Statler, “Have you ever wished upon a star?” and Statler replying, “No, but I wish I knew why stars keep performing here!”. They laugh and it goes to the final fanfare and Zoot’s last note.

Production:
The idea for The Muppets Go Disney! was originally proposed by Jim Henson and Bernie Brillstein in late 1980 as a cross-promotional opportunity. President Ron Miller was enthusiastic, though he had to sell the rest of the board on the idea. CEO Card Walker and Chairman Emeritus Donn Tatum in particular expressed some concerns that the chaotic, irreverent Muppets might not be wholly appropriate for the Disney brand, but the family-friendly success of the Muppets, both in Sesame Street and their own show, was enough to get everyone on board with the production. Produced by Muppets alumnus David Lazer along with Jim Henson and Tom Wilhite, and written by Jerry Juhl, the show was produced from November of that year into April of 1981. ITV, who owned the principle syndication rights for The Muppet Show, would broadcast in the UK while NBC, who was at the time still playing Disney’s Wonderful World, was the US broadcaster[5].

Juhl noted that the Disney team remained very protective of the Walt Disney characters, in some cases requiring him to show specific examples from Walt-era cartoons or comics with the Disney characters acting in ways similar to what he was writing before they’d sign off on a scene. He also cites times where he was required to make subtle changes to meet with their demands, such as a scene with the Swedish Chef chasing Donald with a meat cleaver being changed to a less inherently threatening spatula. “Jim got very annoyed,” he remembered. Juhl otherwise found the experience “fun” and the Disney creative artists “very welcoming.”

Filming began at Elstree Studios in January of 1981 with all of the Muppet Theater scenes being shot first. In March of 1981 filming moved to Los Angeles, Anaheim, and Disneyland for location shoots. Filming wrapped in late March with some reshoots in early April. Then there was a breakneck editing process to get everything assembled for broadcast on the 1st of May. Production was further complicated by the fact that Jim Henson, Frank Oz, and other critical Muppet performers were dividing their time between this production and The Dark Crystal, which was being filmed on the nearby Disney Productions lot in Studio B.

The special aired from 8-10 PM Eastern/Mountain time on the 1st of May, 1980 (a Thursday), where it replaced the recently cancelled Buck Rogers in the 25th Century. It earned an excellent 42-share[6], even when run against the popular Mork & Mindy, Benson, and Barney Miller. It would return to TV in rerun three times over the next two years and would see home video release on VHS and Betamax in 1982. It is widely seen today as a Classic that put the Muppets and Disney character together for the first time. It would later see release on VCD[7] and is currently available for direct play[8] through Disney Direct.

Reception:
The show received mostly positive reviews from critics, with Howard Rosenberg of the LA Times giving it a 78 score and calling it, “fun, witty…the usual Muppet chaos now made all the more surreal to see it subjected to Mickey and Donald,” Robert Federer of the Chicago Sun-Times saying it “gives audiences exactly what they’d want from a Disney-Muppets crossover,” and the New York Times’ John J. O’Conner calling it “a fun, if derivative and occasionally frivolous promotional crossover that will none the less entertain audiences of all ages.” A few critics were less positive, with the New York Times’ Jack Gould (Henson’s eternal nemesis) calling it “Another vapid, soulless corporate crossover… [which] thinks too highly of itself,” and Newsday’s ever-acerbic Marvin Kitman saying, “If the expectation was that Henson would somehow breath new creative life into Disney, then the reality appears to be that Disney has dragged Henson down to its level of mediocrity.”

The show currently maintains an A- on Entertainment Report Card and a 81% on AllCritic.

Merchandise and Tie-Ins:
The Muppets Go Disney! had special commemorative toys, posters, glasses, and knick-knacks produced by various companies and available for purchase at stores or at Disney theme parks, some of which have become collector’s items. Eastern Airlines painted a few of its aircraft in commemorative colors and some Nabisco food product tie-ins were produced, including a short-lived breakfast cereal. At the time, it was a rather large promotional push for Disney, though very understated by today’s standards of product integration partnerships.

Legacy:
The Muppets Go Disney! is generally considered a television classic. Disney lists it as one of its “Essential TV Classics”. TV Guide ranks it at #177 in its “Top 500 TV Moments”.
Home video sales and rentals were brisk when first saw release in 1982 and remained a modest seller over the decades. It still sees frequent direct-play viewings according to Disney Direct, with over 250,000 views last year.




[1] Obviously based on Brillstein. “Bernie the Agent” was played by Dom Deloise in The Muppet Movie.

[2] Russell was at the time best known for playing Elvis in a made-for-TV biopic, and did voiceover work for The Fox and the Hound (he played adult Copper). He and his agent were hoping to gain more recognition for his upcoming film Escape from New York, though the film was only tangentially referenced in the show. In a strange coincidence, one of the last things written down by Walt Disney before his death was “Kurt Russell”, then a child actor known mostly in Westerns.

[3] Official Airline of Walt Disney World! Ironically, Eastern only had a single LA flight route, to/from Atlanta, in ‘81.

[4] If the portrayal of the female characters in this hypothetical broadcast seems reductive and stereotypical to you…you’re right! Welcome to the early ‘80s. You should – or preferably shouldn’t – see how Asian and LGBTQ+ people were treated on TV and in movies at this time. I’m amazed and horrified by what I used to take for granted.

[5] The Muppet Show was syndicated from the start and had no primary US broadcasting network behind it. Typically, CBS and ABC affiliates ran it first-run in the US.

[6] A relatively common share at the time for an “event show”.

[7] Video Compact Disk, this timeline’s equivalent of DVD.

[8] This timeline’s “Streaming”, obviously.

 

[Geekhis Khan]

Chapter 9; A Suit Once More
Excerpt from Renegade Suit, the autobiography of David Lazer (with Jay O’Brian).

As I mentioned earlier, my first days at Henson Associates [after years at IBM] were an eye-opening change in company culture. I was a “Suit” moving into a land full of free-spirited creative types[1]. The laughter I received from them the time I gave my first presentation – I never realized that graphs and spreadsheets were so inherently funny – quickly cured me of my years of corporate formality and platitudes. I threw the pages aside, and we just talked from that point forward.

It was strangely refreshing.

David Lazer (L) with Jim and Frank Oz, 1981 (Image source “muppet.fandom.com”)

When Jim started participating part-time at Disney, with me and occasionally Bernie in tow, it was everything I had experienced transitioning to HA, but in reverse. For many on the Disney board the boardroom was Holy Ground. They would send Jim an aside glance as he leaned way back in the chair with his notepad or committed other small improprieties. His familiar tone and wry sense of humor irked a few at the time, particularly old-fashioned conservatives like Card Walker and Donn Tatum, though Ron Miller seemed to genuinely like Jim and Roy Disney seemed to enjoy the small bit of irreverence that Jim literally brought to the table.

Ron Miller was a great big jock type: 6’-5” and built like the pro football player he originally was, even if the muscle had settled into flab in places. He was “Mr. Teamwork” and always seeking consensus and camaraderie. He and Jim got along fine, perhaps in part because Jim was one of the few people actually tall enough to look into Ron’s eyes. Ron wanted to breathe new life into the company, which had creatively stagnated under Tatum and Walker, and he saw Jim as just the shot of originality the company needed at the time. He soon had Jim working with publicity director-turned-Vice President of Production Thomas Wilhite, who was a little put out at this new outside interloper horning in on his turf.

As for Tatum and Walker, well, they were Suits through and through. But Suits dedicated to keeping Walt’s original vision intact and protected from pollution by the sinful postmodern times. I tended to think of them as though they were the same person, “Card & Donn”, like Sam the Eagle crossed with the Two Headed Monster from Sesame Street. They, along with fellow conservatives James Jimirro and Richard Nunis, were reluctant to tie The Muppets to the Disney brand from the start. The Muppets were too irreverent and anarchic. They mocked old fashioned American values. They had…interspecies relationships.

From the start Jim and Card in particular had a real Oscar and Felix[2] thing going. Card would regularly lose his temper with Jim’s outlandish ideas and pick a verbal fight, and Jim would just grunt and walk away, giving Card the silent treatment. Usually it was over something trivial, like how the Mickey Muppet was being portrayed in the Muppets Go Disney special. Other times it was over something serious and personal, like Jim’s ideas for The Dark Crystal, a movie that seemed to bother Card and Donn from the start.

The whole thing quickly devolved into a self-perpetuating feedback loop: the more Jim ignored Card, the more Card yelled at Jim, and the more Jim ignored Card. Frank Oz, after witnessing such an episode on the set of The Dark Crystal, said it was “the fucking Diana [Birkenfield] thing all over again[3].” The fact that Bernie tended to jump to Jim’s rescue and scream back at Card was only throwing gasoline onto the fire. The conflict was starting to really interfere with the day-to-day operations (Crystal and Fox & Hound were in post-production at the time), so I went to Ron and suggested that we arrange a truce. He wholeheartedly agreed. Valuable time was being lost.

We first took Bernie aside, told him to knock it off, and got him to support our planned intervention. Then we brought in Donn Tatum who, though he shared many of Card’s opinions on Jim, also recognized that real damage was being done at the time. We all knew that peace had to be made, and soon.

Bernie and I worked on Jim while Ron and Donn approached Card. Both, it seems, demanded an apology from the other before they’d even agree to meet. This went on and on with no end in sight.

Finally, there was a breakthrough from the weirdest of sources: Card did a gag with Sam the Eagle on the Muppets at Disney special. Frank Oz, who openly (and often profanely) argued with Card when Jim wouldn’t, somehow convinced Card to do it. We had all been quietly comparing Card to Sam behind the scenes, so it took epic chutzpah on Frank’s part to even suggest it.

But suggest it he did, and Card surprised everyone by doing the bit. Suit stereotypes aside, it appeared Card was a reasonable man who could appreciate irony. Perhaps Frank’s, well, frankness with him had impressed Card when compared to Jim’s irritating avoidance. Perhaps one doesn’t work for Walt Disney as long as Card had without having some sense of humor and imagination the whole time. Turning EPCOT from an insane urban utopia project into a viable business model certainly required some creative thinking. Whatever Card’s reasons for doing the bit, simply seeing Card willingly poke fun at himself was enough to break through Jim’s defenses. After the shot, Jim smiled sincerely and shook Card’s hand. That broke the ice and allowed them to start working together.

After all, despite their Oscar/Felix, Ernie/Bert, Floyd/Sam thing, Jim and Card both shared a deep love and respect for what Walt Disney had created, each in their own way, and both wanted to do Walt’s vision justice. Card and Donn even confessed to me – much later – that Jim had certain undeniable similarities to Walt in terms of his vision and his creativity. Their divide was more cultural, political, and generational than based in any inherent differences, and once Card and Donn came to realize that this “crazy hippie” wasn’t out to destroy Walt’s legacy, they began to cut him some slack.

By contrast, as much as Jim hated conflict, Frank, Bernie, and I worked on getting him to admit that conflict, however unpleasant, was unavoidable at times. He also learned that there were ways to deal with conflict that didn’t require hitting back. On his son John’s advice, he started to take up Tai Chi, which suited his sense of the spiritual well while also teaching him how to absorb and redirect things in a harmless way. It was an important lesson for Jim at the time.

​

[1] Jim had worked with Lazer years before at IBM, where Lazer recruited the Muppets to make a series of short films for the company (one of which featured a computer-eating proto-Cookie Monster). Jim later recruited Lazer as his new Producer after releasing his previous Producer Diana Birkenfield, with whom he’d had a contentious relationship.

[2] For those who don’t get this dated reference, this refers to the main characters from the early ‘70s sitcom The Odd Couple: uptight, fastidious Felix Unger and sloppy, easy-going Oscar Madison. Hilarity Ensues when they end up sharing an apartment.

[3] Jim had a similar relationship with Muppets producer Diana Birkenfield, whom he ultimately had Brillstein replace with Lazer. This didn’t just happen with Birkenfield: a similar dynamic was reported by Brian Jay Jones between Jim and his wife Jane. Jim habitually avoided conflict and tended to shut down and walk out anytime someone raised their voice at him, which drove people who really just wanted to be heard insane.

 

[Geekhis Khan]

Chapter 18: Muppets at the Magic Kingdom!
Excerpt from In the Service of the Mouse: A Memoir, by Jack Lindquist

I’ve always taken joy in the big event, and the arrival of Jim Henson’s Muppets in 1980 was no different. At the time they were the biggest of big deals: number one TV show in the world, blockbuster movie the year before, and now they were coming to the Magic Kingdom!

That October I met Ron, Jim, and Jim’s assistant [SIC] David Lazer to discuss our future together. Jim was tall, thin, and constantly smiled, but he had that mind-in-the-future “dreamer’s eye” you see in visionaries. I saw it in Walt and I could see it in Jim. David was more a businessman like me, so I found him invaluable in simply translating the grand ideas Jim had, but had trouble expressing, into something tangible. We all knew we needed an event to commemorate the new deal. Ron wanted a Muppet Show at Disneyland and Disney World. Easy enough. We came up with the idea for a simple audio-animatronic stage show recreation of a Muppet Show episode. Basically, each of the Muppets would appear on stage as themselves, in oversized “puppet” form, only with audio-animatronic guts rather than a puppeteer’s hand controlling the action. The park’s visitors would, of course, be the “audience” for the show.

Each show ultimately followed a series of programmed motions synched to pre-recorded audio from the original puppeteers like Jim, Frank Oz, and Dave Goelz, among others. We considered, but then rejected the idea of human guest stars simply because of the logistical challenges of relying on a permanent human presence that might quit, get sick, or make mistakes (not to mention require a regular paycheck!). Instead, we had several all-Muppet “skits”: the big Muppet Show intro that mirrored the show’s opening credits, Kermit’s intro with unexpected interruption from Scooter, a recreation of Pigs in Space, a recreation of the Swedish Chef, Fozzie doing Stand Up, and other transient skits that were modified or swapped out over the years. And, of course, audio-animatronic Statler and Waldorf in a box seat overlooking everything, harassing the performers.

Our Imagineering team worked closely with some of the Muppet designer-builders, in particular one “Faz” Fazakas, who had an innate understanding of the mechanics of animatronics and had recently developed some amazingly lifelike animatronic work[1] for an Emmet Otter special and the Muppet Movie. Even the veteran Imagineers were amazed at the range and complexity of motion and realistic movements Faz was able to give each character! The biggest challenge was finding fabrics and stitching techniques that could withstand the mechanical stress and hold up with time but still look like felt.

There were two promotional areas that we pursued at the time to drum up interest in the new attraction. The first was a TV special crossover where Kermit and Company come to visit Disneyland while Muppet versions of Walt’s creations (Mickey, Donald, and the like) take over hosting The Muppet Show. The special was a smash hit and helped drum up interest in the new attraction, seeing a noteworthy spike in attendance and long lines for the Muppet Show Live for months.

The second promotional area was more immersive and the forerunner of some of my future Big Events. For 6 months Mickey would host a “Grand Celebration” welcoming the Muppets. We added a Kermit face alongside Mickey’s within the flower garden. We added Muppet walk-arounds. We hid various Muppet characters in static form around the park, within various rides, or hanging from various buildings for visitors to find (we even provided “Muppet Scavenger Hunt” cards for guests to check off!). Among my favorite of these “hidden Muppets” was one of Gonzo, hanging off of a bunch of balloons like he had in the Muppet Movie and the TV spot, mounted to the skyway track and seeming to fly across the parks.

Alas, some of my bigger ideas were rejected, like painting the Matterhorn Kermit Green or having Miss Piggy as a Disney Princess hanging out from a window of Cinderella’s Castle[2].

In the end, the success of the Muppet feature would lead to the creation of the Muppetland attraction in 1984, which was a sort of chaotic “Magic Kingdom in miniature”, a self-aware funhouse mirror reflection of the original Magic Kingdom, complete with spoofs-in-miniature of the various “lands” and attractions. My personal favorites were always “Day After Tomorrowland” and the “Hall of Muppet Presidents”, though I also loved “Left-Frontierland’s” recreation of the western standoff scene from the Muppet Movie, complete with giant Animal bursting out of the building.

[1] The animatronics that Faz, Jim, and Brian Henson developed were groundbreaking and ahead of everyone else in the industry at the time in terms of their fluidity and number of motions. They repurposed NASA radio control technology. Faz and Brian would win an Oscar for their animatronic work in 1989 on Teenage Mutant Ninja Turtles.

[2] In our timeline, when Jim was trying to sell the Muppets to Disney shortly before his death in 1990, Lindquist envisioned a year-long “Muppets Take over Disney” event featuring the green Matterhorn, Kermit replacing Mickey in floral form, and crude “nailed on” signs for each attraction with the Muppets staking their claim. The plan fell through when the Muppet deal did.

* * *​

Disney Stocks Up amid Muppet Mania
Wall Street Journal, July 10th, 1981
Walt Disney Productions’ stock price (DIS) surged 5.4% this quarter, up to $72 a share thanks in large part to new theme park attractions and creative endeavors featuring the popular Muppets. Disney reported higher-than-expected quarterly profits thanks to a spike in park attendance and high Nielsen ratings for a joint TV special made with the privately-held Henson Associates company. This continues an upward growth trend initiated with Jim Henson’s ascension to the Disney Board of Directors and reflects growing expectation among investors that Henson will bring new creativity and innovation to the venerable Disney, whose stock price languished in the late 1970s.