I know its a serious chapter but "There was a lady assaulted by an alligator at The Magic Kingdom in ’03." - WTF? How did that happen!

"Jim insisted that we cover all medical and funerary expenses, even for the assailant, which shocked many, myself included." - I thought that would be Jim's reaction.

"but Jim insisted on turning the other cheek." - In true Christian fashion.

"but Falwell went on to suggest that Disney was to blame for “bringing God’s wrath upon itself.” - stupid idiot imho.

"Simply having K9 teams and a couple of marked cruisers patrol the parking lots helped considerably." - that will certainly put people's minds at ease.

"It was the only episode of Wonderful World not to feature any animation or Muppets." - well that would make it stand out and hopefully people took notice.

"And yet for us it’s a tragedy that still haunts us as guards, uniformed and otherwise" - one would hope Jim laid on therapy for the guards who shot Harrison.

At least Disney has not gone full paranoia over security and such ITTL.

Moving chapter @Geekhis Khan
"Frank Wells today announced that he will step down at the end of the fiscal year" - all change, all change.

"Disney COO Stan Kinsey was named as his replacement as CEO," - should change Board dynamic, but not radically.

"filed to create the Green Tomorrow Fund, a legal and lobbying firm intended to raise funds and awareness of environmental issues" - good luck to Wells.

"Jimmy Buffett and Disney Chairman Jim Henson cut the ribbon on the new Margaritaville bar and restaurant" - I like that Disney is remembering to provide places for Adults at the parks. Hope it does well.

"And all apologies to Piggy and the rest of the Muppets of the Porcine persuasion, but I was unable to talk Jimmy out of the, um, occasional luau." - someone is getting karate chopped for that one!

"Forget dying young, you could get hit by a bus tomorrow, the real problem with booze and drugs is that they steal your now.” - that is a powerful line.

"Downey stayed clean and sober throughout the shoot," - good for you RDJ.

"to the point where we spend so much of our time in anger about a movie or TV show failing to meet our expectations that we can’t even enjoy the show itself anymore" - that is strong commentary. Perhaps even Meta commentary there.

"The latest Star Wars film is expected to shatter opening day records, despite some mixed early reviews." - guess it going to depend on if it can sustain those numbers heh?

"“There’s no way this can suck,” said Spiro." - heh heh heh heh heh

"with its breathtaking effects from underwater cities to armies of droids storming castle walls to the aforementioned Mauk with his twin light sabers" - ok that might have got ITTL me a little excited, but I remember not giving attention to the prequels.

"Some are concerned that fans may be “oversaturated” with new Star Wars products." - got to get that Merch pushed!

Good changes there @Geekhis Khan
"Dave Well, Paul, forget terrorism and famine and crime, the big news, as always, is that Star Wars Episode I: A Dorkness Rising is coming to a theater near you." - ITTL me was probably not queuing to see it if he is anything like me.

"STEVE is there, dressed as a Star Fleet Officer from Star Trek." - there is always one....

"Background Fan Go back to Star Fleet, Green Blood!"
"Steve Dave, it seems that I have raised the ire of the crowd. I may have inadvertently chosen the costume of a hated villain" -- LOL

"STEVE is back again, this time dressed as Princess Leia in her Gold Bikini from Return of the Jedi." - that reporter is never living that down, and this clip will haunt him forever...

Very amusing @Geekhis Khan
"Dave Well, Paul, forget terrorism and famine and crime, the big news, as always, is that Star Wars Episode I: A Dorkness Rising is coming to a theater near you." - ITTL me was probably not queuing to see it if he is anything like me.

"STEVE is there, dressed as a Star Fleet Officer from Star Trek." - there is always one....

"Background Fan Go back to Star Fleet, Green Blood!"
"Steve Dave, it seems that I have raised the ire of the crowd. I may have inadvertently chosen the costume of a hated villain" -- LOL

"STEVE is back again, this time dressed as Princess Leia in her Gold Bikini from Return of the Jedi." - that reporter is never living that down, and this clip will haunt him forever...

Very amusing @Geekhis Khan
FYI This is Steve Carell and he did it as a joke.
"Theme song plays; Title Card: “Talkin’ Geek”.- oh no, these two....

"Silas Carson (call in) Um…should I call back at another time?" - I think these two need a moment Silas, they seem to have gone off script...

"[1] This would be the last episode of Talkin' Geek to air" - and what a beauty it was!

"The entire event would be immortalized in the song "Geek Talk Meltdown" by the Nerdcore band Heavy Meta." - Nerdcore is a music genre in 2007? What a weird world.

Just cos they broke up at this moment, does not mean we will never hear from these two again considering they must have had options on other stuff before this on-air breakdown...

Well that was an amusing chapter @Geekhis Khan .
"EPISODE I - A DARKNESS RISING " - OK, here we go....

"The remote rim planets, tired of the corruption and neglect from the distant capital of Had Abbadon," - like the name.

"the greedy SHA’ANAR TRADE GUILD has subjected the peaceful planet of NIMA " - flap those butterfly wings!

Nice cast list there - I make it:
Guard Captain Pataka (Tupac Shakur)
Master Merchant D’aaka
Republic Senator Birn Monthma of Chandrila (Michael Gambon)
Jedi Knight Obi-Wan Kenobi (Kenneth Branagh)
Guildmaster Gunray Pabucan (Brian Blessed).
Quigon Djyn (Katsuhiko Sasaki)
Moog Dakra and Ba Ba Yubi (voiced by Nathan Lane and Howie Mandel)
Anniken, a slave (Zachary Ty Brian)
Shmi (Lynda Carter)
Nassai Baaza, (voiced by Queen Latifah)
Mauk Shivtor (Benecio del Toro & Ray Park)
'Queen Amidala' (Vanessa Johansson)
Padmé (Aleksa Palladino)
Sio Bibble
Nima’s Senator Palpatine/Lord Dias (Ian McDiarmid)
Mace Windu (Samuel Jackson)
Baron Cetu Thorpe (Ian McKellen)
Chancellor Valorem
Senator Bail Organa (Adrian Dunbar)
Senator Mon Mothma (Bronagh Gallagher)
Captain (Henry Cele)

And a huge cast of extras!

"A band of alien slaves plays exotic, droning music while a muscular male alien dances." - makes a change from tail headed women...

"Obi-Wan notices and starts to focus on a single 13-year-old disheveled slave boy" - teenager is a much better choice. Can age with the trilogy too.

"and tosses aside his robe, revealing his black samurai-like Jedi uniform" - much better, the uniform idea works better.

"causing Senator Mothma to immediately choke and die." - Obi-Wan didn't even try and save the Senator! Its a Jedi conspiracy!

"the docked Republic Cruiser, he gets there in time to see it destroyed by internal cannons." - I feel for the crew there.

"the Senate is “too tied up in argument” to dispatch the Jedi, who “dare not” act without Senate authority," - Red Tape gets even the Jedi!

"He then hotwires the submarine (getting shocked)" - still some slapstick, but less.... annoying I suspect.

"Raaga Nassai (voiced by Queen Latifah), a Roona with the body of a Neolithic fertility idol and all the composure of an old warrior." - now that will sell some toys!

"She tells him about a “man from the sky” who dressed like Obi-Wan and how she fell in love with him and called him her “sky walker” - nice explanation and cheese.

"never taking his eyes off of Anniken. “I MUST bring you to my Master,” he says." - spawning a thousand Star Wars 'What If's' ITTL.

"“My name is Sir Obi-Wan Kenobi, Jedi Knight." - interesting use of a 'real world' honorific for the Jedi there.

"The Roona are barred from entering the palace entirely." - causal racism there, underlines the political problems on this world.

"Queen mentions that with the royal yacht’s “concealment field”[13] that it may be possible to breach the blockade." - Sir, we have the Klingons on line 1...

"The crew of the yacht try to block the entry of the Roona until Obi-Wan gives them a soul-piercing stare." - there it is again. Planet has issues!

“I’m afraid that I will never see her again,” he tells Obi-Wan." - foreshadowing!

"Anniken is smitten with Padmé, but she seems to have a girl-crush on Obi-Wan!" - wonder how old Padme is here if she is being sent to the Senate?

"descend into an urban valley and down towards a lonely square of green trees" - nice there is some green left.

"they see a single beautiful ivory-colored stone tower at the center" - I bet that tower returns. No need to focus on it otherwise.

“Wily are the ways of the Sith,” says Thorpe. “Able to blend in, unseen, or hide behind amicable guises.” - Foreshadowing!

"so at Palpatine’s urging, Padmé impatiently calls for Valorem’s removal." - scheming forever!

"instead be moved into an apartment in Thorpe Tower where the Jedi can watch him for any signs of darkness" - so a powerful untrained force user kept prisioner is better than a trained one how?

"R2D2, meanwhile, encounters C3PO, who is a protocol droid working for Mothma. The two dislike each other from the start and start to bicker." - something's never change across universes!

"She demands to see the Council under “Article Four of the Jedi Charter” - which fans will debate the other articles for years of course.

"Anniken will remain in the Temple awaiting final judgement by Yoda while Windu gives him early training." - oh nice.

"To Quigon’s horror, Obi-Wan suggests that she hire Mandalorian mercenaries, which she does." - like that touch. Good protectors too.

"They use drill-bots to slip under the force field and engage the guards inside in a battle with heavy losses on both sides," - I bet that looked amazing.

"he’s approached by Baron Cetu Thorpe, who promises to give him special training" - hum... where could this be going...?

"Roona landing craft, meanwhile, beach and disgorge warriors, who join the fray, fighting like Spartans with force shields and electrified pole arms." - so many figures are coming from this movie!

"As they run towards the city, the yacht is destroyed," - someone will make one in Lego and drop it for a meme video I'm sure.

"Obi-Wan and Quigon engage Mauk (who has a twin-bladed laser sword)" - which I am sure is as cool as Maul OTL.

"Windu tells him. Anniken’s eyes glow with pride." - foreshadowing!

"distracting Obi-Wan long enough for Mauk to impale Quigon," - goodbye Quigon, we barely knew you. Hope you turn up as a Ghost later.

"and slides down its cord to slow his descent, landing in a three-point stance near Padmé" - Superhero landing!

"the old alien helps council him. Anniken confesses all of his fears and angers to the alien." - nice intro for Yoda there.

"and with Shmi’s lifeless body" - better than OTL death imho.

"Obi-Wan insists on taking him on as his first Padawan despite Thorpe’s announced intention to do so himself" - and there is another big What If moment!

"Go, then, Sir Obi-Wan, and train young Skywalker as your Padawan." - And now Anniken is named!

"Yoda cautiously relents to Anniken being trained by Obi-Wan as a Jedi." - wonder who will be his mentors other than Obi-Wan?

Much, much better structure than the OTL film imho, a lot less 'comedy' in it too without Jar Jar antics, but still has kid friendly characters.

No Chosen One prophesy is a huge change - be fun to see how the other movies work out now.

So much Merch from this movie - so many figures to collect.

How are the effects in this? Mostly practical with cgi overlay like OTL or just cgi or 100% practical?

You did us good here @Geekhis Khan - may the Force be with you.
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Well, there goes the Neighborhood...
Roger Rabbit Returns!
Interview with Joe Dante and Gary Trousdale for Disney Magazine, March 1998

1987’s Who Framed Roger Rabbit took the world by storm with its mix of popular characters from classic animation, memorable new characters, brilliantly executed live-action integration, and a whirlwind plot. It spawned several animated Shorts, a TV Series (Roger Rabbit’s Tales from Toon Town), and a 1991 sequel, Roger Rabbit’s Toon Platoon. Now Roger and Jessica return to the big screen, along with a couple of “new additions” to the family, in this spring’s Roger Rabbit: Bunny in the ‘Burbs. And with us to talk about it are Director Joe Dante and Art Director and Animation lead Gary Trousdale.

DM: By the time this film went into active production, Roger Rabbit had largely disappeared from the big screen save for the Shorts playing before Disney titles. What caused the long delay?

GT: Well, the underperformance of Roger Rabbit 2, frankly. Roger 1 had been such a smashing success that all assumed that Roger 2 would do nearly as well. But it didn’t and so Roger went onto the back burner for a while. We did Shorts to keep the IP fresh, but then we made the TV Series and that brought in a whole new fandom.

DM: But the film had been in Production Hell since the early 1990s

GT: Well, Roger 3 had been in early production back in 1991 ahead of the release of Roger 2, but then got put on hold with some of the storyboards and pencil tests done. After The Hunchback of Notre Dame, which coincided with the release of the Roger TV series, I was asked to take over.

DM: But the story wasn’t meshing.

GT: The early team had been trying to build off of the big production of Roger 2 with its war scenes and epic feel, so they literally went nuclear. Roger as a spy, trying to track Soviet nuclear programs since as a toon radiation didn’t really hurt him in more than an amusingly superficial way. Jessica was left unaware, thinking that he worked for ACME Studios on international productions, but then she gets pulled into things. It was kind of looking like True Lies with Toons, to be honest. We kicked around new ideas, and whether we could salvage some aspect of the nuclear idea just to fit with the fifties setting when a new young animator, Kessie Lou Brabant[1], suggested suburbia. “You know,” she said, “like ACME Studios closed its animation wing, so Roger has to take a menial job and he and Jessica move to the suburbs, but face discrimination.” Or something like that. We all went silent and stared and she turned red, but then we all were, like, “yea, brilliant!” She’d go on to do character animation for Roger and Jessica’s kids.

DM: And this set the tone of the story. It was also where you came in, right, Joe?

JD: Yep. I was just finishing up A Daffy Movie for Warner and sick to death of the micromanagement, so I called up Tim Burton and asked if he had anything for me. He said “no”, but mentioned that Disney Main was spinning up a Roger Rabbit movie that he thought I’d be perfect for. Given the 1950s nostalgia aspect and the raw toonage and deconstructive plot, I was sold immediately. I worked with Gary to frame out the storyboards to the screenplay, and did some doctoring. The story then wrote itself.

GT: Yes, it was Joe who added the Stepfords, Tom and Angela Stepford, played by John Turturro and Amy Sedaris. The nosy, fake, and bigoted neighbors who are trying to rally the neighborhood against the Toons, who they fear will lower the property values. (Amy Sedaris impersonation) “I mean, who wants roving storm clouds every time one of them gets sad? Who wants to have an anvil fall through your roof?” (normal) Sorry, Amy, that was terrible.

DM: The tagline in the trailer is “They’ve faced war. They’ve faced murder. They’ve faced their own erasure. But now they face the ultimate challenge: life in suburbia!” The bathos of the seeming downgrade in threats aside, how seriously did you take the challenges of suburban life, particularly as a repressed minority?

JD: Deadly serious. We basically took the challenges that an African American family would have faced moving into Levitown in the 1950s and overlayed a Toon veneer. The bathos of the situation drove the humor, but we played it absolutely straight. Amy and John invoked the racist language and mannerisms of their family members growing up to add verity. And we all agreed from the very earliest days to direct this film as though it was an Oscar-bait exploration of race in America. This not only made the bathos that much more prominent, but we refused to give our audience any sort of emotional release valve by winking to the camera. They were going to experience a serious drama on the dangers and cruelty of bigotry and prejudice, but with the ludicrous undercurrent of wacky cartoon antics.

GT: We quickly agreed that much of what made the earlier Roger Rabbit films work was that they took themselves and the situation seriously. Roger 1 was a serious Film Noir. It even recycled the plot for a Chinatown sequel. Roger 2 was a serious War Drama. Of the two, Roger 1 played better in part because Peter Weir’s real, relatable pathos as Eddie sold the film. Otherwise, it’s just Paul Reubens being wacky for 90 minutes.

DM: Paul Reubens and Kathleen Turner reprise their roles as the voices of Roger and Jessica, of course, and little changes with them other than the situation they face, but the heart of the story is, of course, their kids, Reggie and Jenny Rabbit, voiced by Michael Imperioli and Christina Hendricks.


Inspiration for this film (Image by Kessielou on Deviant Art)

JD: Yes, Reginald Edward “Reggie” Rabbit and Jennifer Dolores “Jenny” Rabbit. She’s sweet, innocent, and vivacious, he’s cynical, jaded, and not really “bad”, just “drawn that way”. Their potential romantic relationships with the human locals only add to the tensions.

GT: Yeah, in fact the entire plot revolves around Angela Stepford, who is enraged in particular when her daughter Amanda Lee, a disgruntled proto-goth girl played by Jude Barsi, starts hanging out with Reggie. She starts using the fear of “unnatural love” between the humans and Toons to drum up fear and hate against the Rabbit family.

DM: And Jenny has her own troubled romance, in particular the high school jock Troy, played by Seann William Scott.

JD: Yes, Troy is just a delightfully manipulative jerk who thinks that Jenny must be “easy like her mother” and is pretending to be a charming boyfriend even as it’s clear he’s just in it for the “pattycake”. She runs away crying when he tries to forcibly make her do pattycake and then he tells malicious stories about her, which Angela spins as more proof of the “poor moral character” of the Toons, basically slut-shaming Jenny, who truly is innocent. This, of course, is contrasted by Reggie, who, though “drawn bad” with Michael really invoking Brando in The Wild One, is a total gentleman, erm, gentle rabbit with Amanda, who is the more aggressively physical in the relationship, and he really makes sure that she’s not just acting out to hurt her mother. Of course, mother sees and misinterprets things, setting off the final showdown…

DM: …which we won’t discuss here ahead of the release. Now, without spoiling the big confrontational ending, we do see some real contrasts between the Rabbit family’s rather loving and nurturing nature, with really sweet and meaningful father-son and mother-daughter scenes, with the heavy-handed way that the Stepfords treat Amanda, who is angry and lashing out, even getting a tattoo of Bugs Bunny at one point just to anger her parents, who of course blame Reggie rather than themselves.

GT: Yes (laughs), we ironically had to makeup-over Jude’s own tats while painting on a new one. Of course Roy wanted to know why she couldn’t get a Mickey or Donald tat, and we were, like, “duh”, but Warner went along with it, in part because it felt like a subversive jab at Disney.

JD: Yeah, and I’ll mention that while we focus almost entirely on the Rabbits, we do get some cameos from Baby Herman and Leena Hyena[2], and the obligatory Disney, Warner, HB, and Universal character cameos. We also have a cameo appearance by Sam & Friends Muppets, including Kermit, Jim using the original “mom’s turquoise coat” version that wasn’t even a frog yet. A lot of younger viewers ask us why Kermit “looks wrong” (laughs).

DM: But you also load the film to the brim with Groening references, including a picture on the mantle that suggests that the Bunyans are related to the Rabbits.

GT: (laughs) Yea, we have a lot of Wayward and Bongo fans on the animation team, and given the setting and humor, the comparisons to both The Bunyans and Nuclear Family were unavoidable, so we made them deliberate homages, cleared with Groening, of course. We even recycled the whole nuclear thing from the original Roger the Nuclear Spy story, only now Roger works a humiliating job at the local Simpson Point Nuclear Reactor, scrubbing up the nuclear waste in the reactor chamber since the only apparent effects on him are that he glows green for a few minutes and has to occasionally push a small “mutation”, usually a second mouth or extra arm, back into his skin. He goes through a humiliating “decontamination” sequence before leaving work. We even made a younger Mr. Burns his shift supervisor[3].

DM: As noted, Roger Rabbit: Bunny in the ‘Burbs deals with some very serious issues, like bigotry, sexual assault, interracial relationships, the environment, child verbal abuse, and the “witch hunt” mindset that can take over a community that feels threatened by the “other”. And yet it is absolutely hilarious. The pure bathos and chaos is in line with the earlier films and TV series. Bathos and irony drive much of it, but good old fashioned cartoon slapstick is prevalent, from Roger’s Rube Goldberg-esque “decontamination” sequence to when an irate Angela literally runs over Roger with her Buick, leaving him a talking pancake[4].

JD: Of course! You have to have all of the looney chaos and harmless violence! We do have some actual possible serious violence in the climax[5], of course, but for the most part we see Roger and occasionally the rest of the family suffer the occasional strategic anvil strike or whatnot.

GT: Yes, of course we still wanted that slapstick silliness of a Roger short, but always tinged with the darkness of the deeper story. We start the film with Roger’s “last” animation job with Jessica and Baby Herman before ACME Studios gets shut down, where he’s comedically smashed and bashed, but we then try to layer that against the existential dread of him losing his job and livelihood when “Cartoons just ain’t in no more,” and they have to lay off the Toons. Similarly, Roger getting pulled into the blades of his old-fashioned manual lawnmower and spat out while trying to maintain the Better Homes and Gardens look, which becomes both a symbol of his family’s awkward attempts at assimilation and a nice contrast to what happens in the end[6].

DM: And a heartwarming end it is, not to reveal too much. Let’s talk about the animation itself. This was not a traditionally hand-drawn and composited affair like in the original Who Framed Roger Rabbit, was it?

JD: No, it was not. The time and materials cost of the animation can be expensive all by itself, but then you have to effectively run everything through twice on camera to assure eye-lines and the like, but Gary had some ideas for something more innovative.

GT: Yes, we’d already experimented with using digital puppetry techniques and digital rotoscoping for Lost in La Mancha, but then they’d used some digital puppetry to bring Fin and Marla to life at DisneySea and we wondered if we could use it for Roger Rabbit. We experimented with some test footage using all-digital characters, but it didn’t feel like a Toon anymore. But then we looked at some of the 3D-to-2D Projection technology they’d developed for the combat sequences in War Stories and wondered if that could work.

DM: So, you used digital puppetry and pantomime rigs to interact with the live actors, used that to animate 3D vector wireframes, and then used the planar-projection techniques to morph it into 2D images reminiscent of hand-drawn animation.

GT: Basically, yes! It was more complex than that, and we needed to touch up a lot in post using light pens and the DATA and Pixar tech, but yes, basically that.

JD: One set of takes with the puppeteer on set, trying out different adlibs, and then the animators composite the image on it, much of it already automated! We could print low-res rough cuts on the set as dailies! In a few more years when they are able to have practical digital cameras[7] we’ll be able to hybridize animation with live action as you shoot!

DM: And when that moment comes, we’ll be sure to talk to you about it! Good luck with your new picture at the box office![8]

Roger Rabbit: Bunny in the ‘Burbs is now playing in theaters near you.

[1] Fictional, but named in honor of DeviantArt artist Kessielou, whose art inspired the plot. Hat tip!

[2] In the third act Troy becomes the target of her obsessive “love” in a turnaround on his sexual predation.

[3] “Pitiful, Rabbit, just pitiful! That waste should have been properly disposed of in the local lake hours ago!”

[4] Not a major spoiler, as it plays in the trailer.

[5] In the conclusion, an irate Angela, driven to madness, comes after Roger and Reggie with a paint sprayer loaded with solvent. Her daughter Amanda takes a spray for them (thankfully wearing goggles!), saving them.

[6] Obligatory happy ending: The Stepfords are taken away by cops after a literally-insane rampage that physically and emotionally tears apart the perfect neighborhood, sees their carefully manicured façade of Suburban Gentility stripped away, sees 17-year-old Amanda emancipated by a judge, and the rest of the neighbors, feeling guilty, welcoming in the Rabbits and even other toons to the now integrated neighborhood. In the last fast-forward shot, Reggie and Amanda are publicly holding hands, other Toons and some non-white families are moving in with the neighbors greeting them, and even the perfectly-manicured lawns and gardens of the homes on the streets are now full of happy singing cartoon flowers and trees in addition to the organic plants. “Well, that’s one neighborhood integrated!” says Roger cheerfully and sincerely. “Only ninety-four thousand, three hundred and seven to go!!” Reggie sighs and rolls his eyes. “Yep. Full integration any week now I’m sure, pops,” Reggie adds with full irony.

And yes, the irony of the monochrome casting in an anti-racist narrative will get called out at the time by some, and called out much more in hindsight.

[7] The first digital camera dates from the 1970s, so the future for digital film production was foreseeable if you knew where to look,

[8] Will make a solid $182 million against a $75 million budget driven by good reviews and word of mouth.
Good idea for the third Roger movie, IMO. Surprised they didn't consult Mel Brooks for advice on this movie's themes--he managed to call out racism in a funny way in his movie Blazing Saddles, which had an African-American lead, to boot. And, while it does tackle and call out racism, it's still one of the funniest movies ever made...

Hell, here's a video that says that Blazing Saddles helped change how Westerns were made, given that, in the years after the movie came out, Westerns that didn't shy away from showing the ugliness of the Old West were more numerous (1):

(1) One of these was Clint Eastwood's Unforgiven. BTW, I've always found it interesting how Eastwood the director directs Eastwood the actor in roles that are morally dubious/shady (watch Unforgiven or Play Misty For Me, for example)...
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And yes, the irony of the monochrome casting in an anti-racist narrative will get called out at the time by some, and called out much more in hindsight.
Pleasantville did that IRL, but I think it was fully intentional there, since the movie's a parody of 1950s media tropes (up to and including everyone being whiter than bleach).
War Clouds Gathering
Chapter 18: Chairman of the Board (Cont’d)
Excerpt from Jim Henson: Storyteller, an authorized biography by Jay O’Brian

The ties between the Walt and Roy sides of the family would get their biggest test in the summer of 1998. By this point, Roy’s opposition to the LA Rams buy and Ron and Diane’s open questioning of the NBC merger, soon followed by Stanley Gold’s own agitation on the underperformance of NBC, were reawakening lingering distrust and old acrimonies between the two houses. Diane in particular openly suspected that Gold was “up to something” and openly wondered if he and Roy were planning to use the NBC crisis in some way to gain more control of the company, possibly in league with GE’s Jack Welch, whom she’d never trusted.

Things had cooled off in December of 1997 after Lilian Bounds Disney suffered a minor stroke. She’d been rushed to the hospital and had been put into surgery and then intensive care. She survived the stroke, but Diane was left trying to help care for her through a challenging recovery. Roy was “there with us the whole way,” Diane and Ron recalled. “He made sure that she had what she needed. Even Stan [Gold] was very supportive.”

But the peace would be disrupted again in July of 1998 when CFO Richard Nanula approached CEO Stan Kinsey and Jim with reports from Wall Street: Disney share trades had accelerated to over 2 million trades per day. The conclusion was inescapable: someone was taking a position on Disney. But the bigger questions became who, and more importantly, why?

“They can’t touch us,” Stan Kinsey said. “Between you,” meaning Jim, “the Disneys, Bass, Marriott, GE, and Apple we have more than 60% [of outstanding shares].”

There was no hope for a straight buyout. Even if one of the existing major shareholders managed to claim all of the roughly 25% of outstanding shares in circulation, none of them, even Jim, would have enough to directly control the company. Conceivably someone could want to greenmail them. Or perhaps someone was “trying Jim’s trick” as Kinsey called it, and was seeking a seat on the board for unknown reasons. This last option seemed the most likely for the “who”, though it didn’t exactly answer the “why”.

They immediately called up the board and reported on their findings. Every member of the board, including advisory and emeritus members, expressed surprise and confusion at the announcement. As a precautionary measure, Jim urged the board to support a stock buyback program to improve their position. He’d already secured a large line of credit for the company, and one for himself.

Almost immediately Diane turned her suspicions to Roy and Stanley. “He’s taking a bigger stake, I’m sure of it,” she told her financial advisor after the meeting. Hypothetically, she said, Roy might be working with GE, or perhaps Marriott or Bass. GE seemed the most likely to her and the advisor, as between Roy’s just-over 13% and GE’s just-over 10% they’d be within striking distance with the remaining 25%, or perhaps over if Bass or Marriott were on board.

Roy, meanwhile, claimed to be as confused as anyone as to what was going on. Stanley later told him that he suspected that “Ron might be making a play,” assuming a scenario much like Diane’s, but in reverse, but said that he lacked evidence.

Jim got the board to unanimously support the buyback and then went further, openly stating his intention to start buying shares himself. He openly encouraged all of the board members to do likewise and promised to make his transactions open to the board members. Roy agreed to do the same, surprising Diane, who also pledged to individually join the “open acquisition”. Other associate directors like Steve Jobs, who was back on top of Apple, agreed to support the plan, as did George Lucas and Steven Spielberg. Bass reported his own personal internal financial issues, in particular some margin calls on some of his green technology acquisitions, and pledged they would have his “moral, but unfortunately not material support”. Marriott and GE both declined to join the buy-up themselves, but pledged continued support for the board and the executive management.

Jim had correctly guessed that the Disneys might suspect one another, and his advisor Al Gottesman had come to similar conclusions that one of the Disneys might be making a play, perhaps with GE, or that GE itself might be strengthening its position for further leverage, their disappointment over NBC’s performance being well known. But knowing the Disneys as well as he did at this point, Jim had devised the “open personal buys” strategy in part to help allay their mutual suspicions. “Everyone can work this right out in the open,” he told Al. “Nobody needs to suspect their neighbor.”

Alas the mutual open buys did not allay suspicions, as both sides of the Disney family still wondered if the other was secretly buying stocks on the side in addition to the ones that they were buying in the open. The open buys also didn’t allay suspicions that the “other” might be in league with the “unknown buyer”. Given these possibilities, the suspicions remained and each made an overt effort to “keep pace” with the other on their stock buys just in case.

Further complicating matters was that Retlaw had recently assumed several million dollars in debt over the Rams deal. As such, Miller was left with little choice but to sell off some of his stake in the Rams to fund the Disney investment, ultimately selling 10% of Retlaw’s stake via public offering to the Ram Fans Trust, giving them a 20% stake and leaving him with a residual 15% stake. The move ended up requiring the permission of the NFL, who were largely uncomfortable with expanding public ownership, however indirectly, relenting only after the threat of prolonged legal action that could have devastating long-term consequences if the NFL was found in violation of the Sherman Act. Stanley Gold saw this move, specifically Retlaw selling Rams shares in a virtual public offering at a notable profit (the valuation of the Rams had increased over 65% since the deal was signed) and using the largesse to buy a bigger stake in Disney itself, as beyond suspicious. To Gold, this was possibly “the plan all along,” using the Rams as a short-term investment in order to fund grabbing a controlling stake in Disney and shut out Roy, though even the naturally suspicious Gold had to admit that such a plan would require either a shocking degree of prescience or an insane level of risk-taking.

But then Stanley Gold even came up with another scenario. What if it was Jim Henson himself making the play? Hadn’t he been using his stock options prodigiously from the start, never selling, always accumulating? As the largest individual shareholder, the stock buybacks, once proportionally allocated, would predominantly go to him. Stanley’s early suspicions about Jim’s goals from back when he’d first joined the board in 1980 came right back up to the surface. He advised Roy to stay alert. “Either Jim and Ron are your friends here, or they’re your enemies,” he told Roy. “Keep them close either way.”

One thing was certain: Disney was once again “in play”, though by whom or for what reasons none seemed able to say.

Either way, “Chairman Jim” told the board that he would “be ready for whatever [came] next.”
I'm going to be very amused if it's a totally unrelated party, like an investment mutual fund that's decided the Disney corporation is a solid investment and is buying up stock.

I can see it now: the bombshell announcement that Amtrack holds a large enough stake in Disney to put them on the Board.
"Disney has shown a clear commitment to developing infrastructure, a commitment we share."
I'm going to be very amused if it's a totally unrelated party, like an investment mutual fund that's decided the Disney corporation is a solid investment and is buying up stock.

I can see it now: the bombshell announcement that Amtrack holds a large enough stake in Disney to put them on the Board.
"Disney has shown a clear commitment to developing infrastructure, a commitment we share."
Now I'm wondering if it's Microsoft.
I’m thinking it’s someone really right-wing like Falwell. Maybe they’re hoping to serve as a “moral guide” to the company.
I’m thinking it’s someone really right-wing like Falwell. Maybe they’re hoping to serve as a “moral guide” to the company.
That would get Falwell in trouble since he'd need a lot of money and that could open him up to alot of scrutiny regarding him and the other legion of megachurch phonies.
That would get Falwell in trouble since he'd need a lot of money and that could open him up to alot of scrutiny regarding him and the other legion of megachurch phonies.
If it is Falwell, I suspect he could spin this as “putting money towards bringing the Lost back to God” or something similar.