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Released in 1989, The Little Mermaid marked a major turning point for Disney animation and became the 28th entry in the Walt Disney Animated Classics series. Produced by Walt Disney Pictures and animated by Walt Disney Feature Animation, the film premiered in theaters on November 17, 1989. Based on the beloved fairy tale by Hans Christian Andersen, the story follows Ariel, a young mermaid princess who dreams of becoming human and exploring the world beyond the sea.
The film was written, directed, and produced by Ron Clements and John Musker, with unforgettable songs and score by Alan Menken and Howard Ashman. Its acclaimed voice cast included Jodi Benson, Christopher Daniel Barnes, Pat Carroll, Samuel E. Wright, Jason Marin, Kenneth Mars, Buddy Hackett, and René Auberjonois.
The Little Mermaid also holds an important place in animation history as the final Disney feature film to use traditional hand-painted animation cels. During development, Clements and Musker expanded the role of the story’s villain, Ursula, transforming her into one of Disney’s most iconic antagonists. The role went through several casting possibilities before its unforgettable final form emerged. Actress Beatrice Arthur was initially considered for the part but declined the role. Veteran stage actress Elaine Stritch later accepted it, though creative disagreements over the musical style ultimately led to her departure. The role was then given to Pat Carroll, whose theatrical and larger-than-life performance became legendary. Carroll famously described Ursula as “part Shakespearean actress, with all the flair, flamboyance and theatricality, and part used-car salesman with a touch of con artist.” Her commanding voice and wicked charisma defined the character and helped make Ursula one of the most memorable villains in Disney history.
The animation of Ursula was originally intended for legendary Disney animator Glen Keane. However, after hearing Jodi Benson perform “Part of Your World,” Keane became determined to animate Ariel instead. Ursula was ultimately assigned to Disney animator Ruben Aquino, who later described her as his favorite character he had ever animated. Aquino explained that he drew inspiration from Pat Carroll’s vocal performance, the story sketches, and extensive research into octopus movement to make Ursula’s motions feel fluid and convincing. He noted that Carroll’s extraordinary performance made the scenes feel as though they “almost animate themselves.”
Accompanying Ursula are her sinister henchmen, Flotsam and Jetsam, a pair of eerie green moray eels who slither constantly at her side. Their unusual eyes are especially striking: one eel has a yellow left eye and white right eye, while the other’s colors are reversed. Their names come from the nautical phrase “flotsam and jetsam,” meaning discarded or useless debris. The pair often speak in unison, finish one another’s sentences, and weave their bodies together in hypnotic motions. They also possess a magical ability to merge their glowing white eyes into a crystal-ball-like portal that allows Ursula to spy on the outside world from within her cavern. Both characters were voiced by Paddi Edwards, who also voiced Lucy the goose in 101 Dalmatians: The Series and Atropos in Hercules.
This remarkable animation cel setup comes from Ursula’s unforgettable musical number, Poor Unfortunate Souls, widely regarded as one of the highlights of the film. The scene features Ursula leaning dramatically toward Flotsam and Jetsam, who appear in full figure with their eyes glowing open as they listen to her scheme. At this moment, Ursula begins singing the opening lines of her signature song:
“I admit that in the past I’ve been a nasty,
They weren’t kidding when they called me, well, a witch.”
The sequence perfectly captures the theatrical charm, menace, and dark humor that made Ursula such an unforgettable Disney villain, while also showcasing the extraordinary artistry of Disney’s final era of hand-painted cel animation. A fantastic addition to any animation art collection!

