We Are Here to Change the World: 10 Facts About Captain EO

(Author’s note: A version of this article previously appeared in the Celebrations Magazine blog on May 27, 2018.)

By the mid-1980s, Michael Jackson was the biggest star on the planet. In 1982 his Thriller album took the world by storm. A year later Jackson teamed up with director John Landis to create the epic 14-minute music video for the album’s title track, complete with dancing zombies, werewolves, and a ‘rap’ by horror legend Vincent Price (a concept that seems to get funnier the more you think about it).

There was only one logical step to take next: team up with Disney and George Lucas to create a film about a dancing spaceship captain, his sneezy alien/elephant friend, a robot that transformed into a drum set, and an evil Anjelica Huston. Let’s take a look back at the marvelously weird attraction Captain EO. Oh, and don’t forget: We are here to change the world.

Michael Eisner
In 1984, Michael Eisner became CEO of Disney. Soon after, he decided to approach the King of Pop about collaborating on an Attraction for the company: a film that would combine Jackson’s music, a sci-fi setting, 3-D visuals, and in-theater effects like laser lights, smoke, and more.

The King of Pop

Jackson was a devoted fan of all things Disney. He often visited the parks in disguise to go unnoticed. Michael Eisner even commented on Jackson’s deep love for the parks.

“Jackson was a huge fan of our parks, sometimes visiting several times a month, in and out of disguise,” Eisner said. “He knows more about Walt Disney than anybody who ever existed. He certainly knows more than I do.”

Jackson agreed to participate in the film, but only if Steven Spielberg or George Lucas were involved. Unfortunately, Spielberg wasn’t available.

A Galaxy Far, Far Away

Lucas (who had completed the initial Star Wars trilogy with the release of Return of the Jedi in 1983) joined the Michael Jackson project as executive producer. However, he was not excessively involved in the day-to-day creation of the film (he was busy helping make the Howard the Duck).

Francis Ford Coppola
Francis Ford Coppola was tagged as the director for the project. The fact that Coppola had virtually no experience with special effects extravaganzas was apparently of little consequence. Coppola was looking to bounce back after the failure of films like The Cotton Club and One from the Heart.

The Intergalactic Music Man
Early titles proposed for the project were “The Intergalactic Music Man” and “Space Knights.” Both titles were attached to early scripts that never came to fruition. Coppola suggested the name Captain EO, which was taken from the Greek goddess Eos, the personification of the dawn.

The final story was about a space captain who leads a misfit band of aliens to a planet under the control of a sinister queen. Their mission: to give her the key that will unlock her inner beauty.

Rusty Lemorande
Rusty Lemorande produced and helped write the script for the film. He had just written the film Electric Dreams and had previously worked as production designer for the film Caddyshack and producer for the Barbra Streisand film Yentl. The final script was credited to Lemorande, Lucas, and Coppola.

The Supreme Leader

The film’s antagonist was an evil, spider-like alien queen called the “Supreme Leader” who hung from the ceiling by a tangle of cables. Jackson, who was a huge fan of films like Alien, wanted her to be particularly scary. Shelley Duvall (known for her work in The Shining) was the first choice to play the part, but she backed out when the makeup process aggravated her claustrophobia. Anjelica Huston, who won an Academy Award for 1985’s Prizzi’s Honor, was brought in to fill the role.

An Out of This World Soundtrack
James Horner, who had written the scores for films like Star Trek II: The Wrath of Khan and Disney’s Something Wicked This Way Comes composed EO’s score. Michael Jackson had two original songs featured in the film: “We Are Here to Change the World” and “Another Part of Me” (the latter of which would later be included on the 1987 album Bad).

Choreography

No Michael Jackson spectacular would be complete without outlandish dance choreography. Jeff Hornaday, who had worked with Jackson on the “Say, Say, Say” music video and was the choreographer for the film Flashdance, was hired to create the dances for Captain EO.

A Star-Studded Premier
The film debuted at Disneyland and Walt Disney World’s Epcot on September 12, 1986. Disney went all out, inviting a whole cavalcade of stars to the event. Among those involved were: Jack Nicholson, Jane Fonda, Molly Ringwald, David Carradine, Belinda Carlisle, Robert Palmer, Annette Funicello, Soleil Moon Frye, and more. Notably missing? Michael Jackson. Eisner joked about his absence:

“Michael Jackson is here, but he’s disguised either as an old lady, an usher, or an animatronic character,” Eisner said.

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The Music of Disney After Dark

Despite the popularity of Disneyland, the park struggled to make a profit in its early years. Jack Linquist, who eventually became the president of the Disneyland park, worked as the park’s advertising manager at the time. In an interview, he recalled, “Everyone thinks Disneyland was a tremendous success right from day one. It was from a public standpoint, but not financially. For the first two-and-a-half years, we operated 34 weeks of the year in the red and 18 weeks in the black. Not a good business plan.”

One of the company’s plans to increase the park’s profitability involved appealing to the teenage and young adult demographic. As part of that effort, they introduced “Date Nite at Disneyland” in the spring of 1957. It became a regular weekend event. In its earliest incarnation, the new nighttime event kept the park open until 10 p.m., but its success led the company to extend park hours to midnight on Friday and Saturday. On occasion, the park even remained open until 1 a.m.

Guests had to purchase a ticket pack which cost $6.50, the approximate equivalent of $65 in 2023. Along with admission for two people, the pack provided tickets for 10 attractions. In addition, couples could dance to live music performed at the bandstand near Carnation Plaza Gardens. Dance floors also operated on the Mark Twain Riverboat and inside the Golden Horseshoe.

Disney hired The Elliott Brothers Orchestra, who started as a 16-piece band fronted by Bill and Lloyd Elliott (who played saxophone and trombone respectively), to perform at the bandstand. In 1958, the Disneyland label released the record Date Nite at Disneyland, which was credited to the Elliott Brothers Date Niters Orchestra. By that time, the band had been trimmed to a 10-piece ensemble.

The liner notes on the back of the record sleeve provide a brief history of the group.

Born in Los Angeles and raised in Riverside, California, the Elliotts both attended Riverside Poly High School, where both participated in the band.

With the outbreak of World War II, the boys’ educational aspirations were put on hold, with both entering the United States Army. However, that didn’t mean an interruption of their musical ambitions. Bill was assigned to the Santa Ana Air Base band, while Lloyd spent a few months in the infantry before being transferred to a different Army band.

In 1949, several years after the end of the war, they formed their 16-piece orchestra and began performing in California, including at the 1955 opening of the Beverly Hilton Hotel in Beverly Hills, California.

The liner notes also record the somewhat peculiar circumstances around the record’s recording. The brothers were driving from their homes in West Los Angeles to Disneyland when the engine in Lloyd’s car blew up. The brothers were forced to lug their instruments and music for over a mile until they reached the off-ramp, where they were finally able to hail a taxi cab.

Trouble followed them into the park. The record was to be recorded in the Golden Horseshoe, which also hosted five daily performances of the Golden Horseshoe Revue, a Western musical revue featuring Wally Boag and Betty Taylor. One of the gags in the show involved Boag getting punched, at which point he began spitting out “teeth” (in actuality they were dry lima beans). The beans frequently fell inside the Golden Horseshoe’s piano.

When the Elliott Brothers Orchestra began to record, they noticed that the piano made a peculiar sound. It turned out that dry lima beans were still stuck inside the instrument, and had to be cleaned out before recording could continue.

Despite these curious obstacles, Bill, Lloyd, and the rest of the orchestra put together a masterful performance and the resulting album is an absolute joy. It hops lightly between genres, blending jump blues, big band, popular standards, and even the Mexican folk song “La Raspa,” painting a picture of the delightful evenings that the band facilitated all those years ago.

The album starts with the song “Let’s Dance at Disneyland,” a piece that seems like a throwback to 1940s popular tunes performed by groups like the Andrews Sisters. With tight harmonies and playful swing, it perfectly sets the mood for everything that follows.

“Night Train,” the album’s second track, is a particular highlight. First recorded by Jimmy Forrest in 1951, the number would eventually become a smash hit for James Brown, but that was still in the future when the Date Niters Orchestra recorded. Their version is more up-tempo than Forrest’s original recording, chugging along in a dirty groove that almost feels like it should be playing in a smokey juke joint, as opposed to the clean-cut Carnation Plaza Gardens.

Singer Tony Paris provides the vocals on four of the album’s tracks (“Shake, Rattle, and Roll,” “You’re Driving Me Crazy,” “A Foggy Day in London Town,” and “Billy Boy Bop”). Prior to his work with the Elliot Brothers Orchestra and Disney, Paris had been a member of The Starlighters, a vocal group consisting of himself, Pauline Byrns, Vince Degan, Howard Hudson, and Andy Williams. Primarily known for their backup work, the group frequently performed with Jo Stafford, who burst onto the musical scene singing for Tommy Dorsey.

Paris’s vocals on the album have more than a touch of Las Vegas about them, bringing to mind Frank Sinatra and other classic crooners of the era (though it’s more the Sinatra of Songs for Swingin’ Lovers than In the Wee Small Hours of the Morning). It gives the performances an added sense of swank class and perfectly compliments the slightly dressed-up version of the blues and jazz performed by the Elliot Brothers Orchestra.

The Music of Mary Poppins

Over the course of 13 years (from 1960-1973) Richard and Robert Sherman composed some of the greatest music in Disney history. From “It’s a Small World” to “The Wonderful Thing About Tiggers,” their songs remain omnipresent in the world of Disney, appearing in film, on television, and in parks around the world.

The pair were Walt Disney’s favorite songwriters and even penned his favorite song (the gorgeous ballad “Feed the Birds (Tuppence a Bag).” Speaking of their contributions, Walt once said, “The Sherman Brothers, they’re really a very important part of our organization here. They’re wonderful. Well, they go for the ‘team play,’ you know. That’s the way we work here. It’s the team that gets together and builds these things. The Sherman Brothers are not only very talented, but very cooperative.”

Entire books (and a movie!) have been written about the long and complicated process Disney went through to bring Mary Poppins to the screen. Though the film would receive 13 Academy Award nominations (winning Best Song and Best Score), author P.L. Travers famously hated the film and the Sherman Brothers’ music. It’s safe to say, however, that she was in the minority.

One of the most significant challenges that the Shermans faced when creating the songs of Mary Poppins was an almost total absence of plot. While the Mary Poppins books contained numerous vignettes and short stories, there was no overarching plot to sustain an entire film. Fortunately, the Shermans were uniquely qualified to help fix this issue. As Richard Sherman explained of their songwriting, “Bob and I were story guys. We developed characters through songs.”

This ability to tell musical stories (and write catchy hits) is a trait that both of the Shermans inherited from their father, the popular Tin Pan Alley composer Al Sherman. The author of such hits as “Now is the Time to Fall in Love” and “You Gotta Be a Football Hero,” it was Al Sherman who challenged the boys to write a hit song together, spurring their epic career.

Using their storytelling prowess, Richard and Robert Sherman used their lyrics to concoct, “…a storyline that the father, who was a closed individual, realizes family is the most important thing in life.” It was a completely new plot point and one which became the emotional core of the film. Songs like, “The Life I Lead,” “Fidelity Fiduciary Bank,” “A Man Has Dreams,” and “Let’s Go Fly a Kite” tracked the emotional progression of the father character, who was portrayed by British star of stage and screen David Tomlinson.

Amusingly, this tender story created through song by the Shermans was initially viewed as, “sentimental rubbish” by Tomlinson. After seeing a rough cut of the film, he even declared, “Well, you can’t win them all, Walt, can you?”

Another classic, “A Spoonful of Sugar” was sung by Julie Andrews in the role of Mary Poppins, and inspired by an incident in Robert Sherman’s daily life. He and Richard had composed a song called “The Eyes of Love,” which Andrews did not like. Because of this, Walt instructed the pair to come up with a new song. While speaking with his wife, Robert learned that his children had received polio vaccinations that day. When he asked if it hurt, his son Jeffrey explained that it wasn’t given in shot form. Instead, it was placed on a sugar cube and eaten. The story provided the spark he and Richard needed for their new song.

The song “Chim-Chim-Cheree,” which was performed by Dick Van Dyke, earned the Shermans the Academy Award for Best Song. It was inspired by a sketch created by Don DaGradi. In an interview, they explained that DaGradi had created an 8×6 sketch of a chimney sweep carrying his tools down the street and whistling. They were so charmed by the image that they instantly agreed to transform it into a song.

Another of the soundtrack’s most memorable songs, “Supercalifragilisticexpialidocious” had roots in the Sherman’s childhood. Richard stated in later years, “We used to make up the big double-talk words, we could make a big obnoxious word up for the kids and that’s where it started…We started with ‘atrocious’ and then you can sound smart and be precocious. We had ‘precocious’ and ‘atrocious’ and we wanted something super-colossal and that’s corny, so we took ‘super’ and did double-talk to get ‘califragilistic’ which means nothing, it just came out that way.”

Of course, no discussion of Mary Poppins would be complete without “Feed the Birds (Tuppence a Bag),” the song that Walt Disney declared, “is the metaphor for the whole film.” As astonishing as it is to contemplate, if author P.L. Travers had her way, the song never would have appeared in the film. She wanted it replaced with the traditional ballad “Greensleeves.” Fortunately, she did not have the final say.

Performed by Julie Andrews, the song not only became a favorite of the Sherman Brothers but also of Walt Disney. As Robert Sherman remembered, “On Fridays, after work, [Walt Disney would] often invite us into his office and we’d talk about things that were going on at the Studio. After a while, he’d wander to the north window, look out into the distance, and just say, ‘Play it.’ And Dick would wander over to the piano and play ‘Feed the Birds’ for him. One time just as Dick was almost finished, under his breath, I heard Walt say, ‘Yep. That’s what it’s all about.’”

While the Shermans would go on to compose more classic songs for Disney, as well as for non-Disney projects such as the 1968 musical-fantasy Chitty Chitty Bang Bang, their work on Mary Poppins remains their magnum opus, delighting listeners almost 60 years after its release.

Looking back on their Disney career, Richard Sherman said, “There’s a line in Mary Poppins that says, ‘A man has dreams of walking with giants to carve his niche in the edifice of time.’ At Disney, we walked with giants.”

P.S.

I started writing for Celebrations Magazine seven years ago (boy time flies!), with my very first article being a history of the Dapper Dans Barbershop Quartet. Since that time, I’ve written about the history of Walt Disney World attractions, features, and blog posts on Disney figures like Wally Boag and Dick Van Dyke, and bits and bobs about various Disney animated characters.

I grew up with Disney films and animation. Watching Robin Hood is one of my earliest memories, and seeing The Little Mermaid in the theaters is one of the first movies I remember seeing. Then there was the Disney Afternoon, which I often proclaim the greatest block of television programming ever created, with shows like DuckTales, Chip ‘n Dale Rescue Rangers, TaleSpin, and more. Those shows became like good friends, and I hung out with the characters every afternoon after school.

About a year and a half ago, I got it in my head to write a book about some of those beloved characters. They’ve brought joy to my life for over four decades, and I wanted to share a bit of that with everyone else. Plus, it gave me a great excuse to watch cartoons (in the name of research of course). The final result is my brand new book Main Street Gossip: The Inside Scoop on Your Favorite Disney Characters. I don’t think I’ve ever had this much fun on a writing project, and I hope it shows in the final product.

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The Music of Fantasia

On a quiet evening in the state of California, famed conductor Leopold Stokowski sat in a restaurant to eat dinner. It might have been a night like any other, except that Walt Disney was in the restaurant as well. As Stokowski would later write, “I was alone having dinner at a table near him and he called across to me, ‘Why don’t we sit together?’ Then he began to tell me he was interested in Dukas’s The Sorcerer’s Apprentice as a possible short, and did I like the music. I said I liked it very much and would be happy to cooperate with him.”

Walt Disney, Deems Taylor, and Leopold Stokowski

This simple encounter would lead to a landmark of cinema, a film which could arguably be considered the perfect marriage of visual arts and music. Fantasia, which Disney released in 1940, was an anthology picture which joined pieces of classical music with animation. It featured some of the greatest music ever composed, featuring pieces by Johann Sebastian Bach, Pyotr Ilyich Tchaikovsky, Paul Dukas, Igor Stravinsky, Ludwig van Beethoven, Amilcare Ponchielli, Modest Mussorgsky, and Franz Schubert. Speaking about the film, Walt Disney stated, “In a profession that has been an unending voyage of discovery in the realms of color, sound and motion, Fantasia represents our most exciting adventure.”

The majority of the music in the film was provided by the Philadelphia Orchestra under the direction of Stokowski (the long exception being “The Sorcerer’s Apprentice” section, which was performed by an orchestra of Los Angeles musicians directed by Stokowski).

Stokowski conducting The Philadelphia Orchestra

British born and of Polish ancestry, Stokowski attained a level of stardom and celebrity that provided fodder for his detractors. As an article in the San Francisco Classical Voice notes, “He was a celebrity, dating movie stars and heiresses and appearing in films like Carnegie Hall, One Hundred Men and A Girl, and most famously as himself in Walt Disney’s Fantasia.”

This showmanship and celebrity was not simply a quest for fame and riches, but something that Stokowski viewed as a gateway to spreading classical music. As Joseph Horowitz notes in The Philadelphia Orchestra: A Century of Music, “Foremost in his thinking was Hollywood—its glamour, its mass impact and appeal.” It’s a goal that he would continue to pursue throughout his life, establishing the All-American Youth Orchestra (which helped spawn the idea of youth orchestras) and the American Symphony Orchestra (which was created to make orchestral music accessible and affordable to all).

In a sense, his collaboration with Walt Disney seems a perfect union. Both men were obsessed with innovation. Stokowski was one of the earliest conductors to pursue recording, and made the first electrical orchestral recording in 1925. He was the first to make a long-playing record, a performance of Beethoven’s Symphony no. 5 released in 1931. In addition, he was an early experimenter in the world of stereo sound. With Fantasia, he would also become an innovator in the world of surround sound.

As Disney began work on the film, he wanted to change the way audiences would hear the music featured. He stated, “Music emerging from one speaker behind the screen sounds thin, tinkly and strainy. We wanted to reproduce such beautiful masterpieces … so that audiences would feel as though they were standing at the podium with Stokowski.” This led Disney to work with RCA to create a sound system that would immerse viewers in the music. The result was known as Fantasound, a stereophonic surround sound system. To quote Walt yet again, he stated, “Fantasia, to me is a whole new opportunity. For my medium it opens up unlimited possibilities. Music has always played a very important part since sound came into the cartoon. Now, the full expression that comes from the new Fantasound opens up a whole new world for us.”

The results were spectacular. Writing about the experience, Time raved, “The music comes not simply from the screen, but from everywhere; it is as if a hearer were in the midst of the music. As the music sweeps to a climax, it froths over the proscenium arch, boils into the rear of the theatre, all but prances up and down the aisles.”

Fantasia received a pair of Special Awards from the Motion Picture Academy of Arts and Sciences. The first was awarded to Walt Disney and the developers of Fantasound (a sound reproduction system developed specifically for Fantasia). The award was for “outstanding contribution to the advancement for the use of sound in motion pictures through the production of Fantasia.” The second was awarded to Stokowski, “and his associates for their unique achievement in the creation of a new form of visualized music in Walt Disney’s production of Fantasia, thereby widening the scope of the motion picture as an art form.”

The soundtrack was not released until 1957 (after Disneyland records was formed in 1956). A three-LP set, it was accompanied by a 24 page booklet with words by Deems Taylor and illustrations by Disney animators. Walt himself added a few words in introduction, writing, “To those who thrilled to… Fantasia, this album will recall many thrilling and delightful moments.”

Perhaps the film’s greatest legacy can be found in how it opened up the world of classical music to the broader public. Stokowski would say of his work on the film, “I often receive letters from people to say, ‘Thank you for doing it (Fantasia) because I was always afraid to go to a concert hall…When I went to Fantasia, I heard the great masters’ music and realized…I enjoyed it.’”