Film Review: Fun and Fancy Free (1947)

*All reviews contain spoilers*

Disclaimer: This blog is purely recreational and not for profit. Any material, including images and/or video footage, is property of their respective companies, unless stated otherwise. The author claims no ownership of this material. The opinions expressed therein reflect those of the author and are not to be viewed as factual documentation. All screencaps are from


Edgar Bergen – himself, Charlie McCarthy and Mortimer Snerd

Candy Candido – Lumpjaw (partial)

Pinto Colvig – Goofy

The Dinning Sisters – themselves

Walt Disney – Mickey Mouse (his last time voicing his beloved mouse, apart from a few specials in on his show, The Mickey Mouse Club, in the 1950s)

Cliff Edwards – Jiminy Cricket

Billy Gilbert – Willie the Giant (also the voice of Sneezy in Snow White)

Anita Gordon – Singing Harp

The King’s Men – themselves

James MacDonald – Lumpjaw (partial) (also said to have shared the role of Mickey with Walt here, which he would then take over until 1977, but others say that he didn’t take over the role until 1948)

Clarence Nash – Donald Duck and Cat

Luana Patten – herself

Dinah Shore – herself, narrator

The Starlighters – themselves

Sources of InspirationLittle Bear Bongo, an American short story by Sinclair Lewis, 1930, and Jack and the Beanstalk, a British fairy tale by Benjamin Tabart, 1807 (although most modern adaptations are based on the 1890 version by Joseph Jacobs)

Release Dates

September 27th, 1947 in USA (premiere and general release)

Run-time – 73 minutes

Directors – Jack Kinney, Hamilton Luske, William Morgan and Bill Roberts

Composers – Eliot Daniel, Paul J. Smith and Oliver Wallace

Worldwide Gross – $2.4 million (in US rentals)

Accolades – This is the first of the classics to have received no award nominations! Uh-oh…

1947 in History

The UK experiences its heaviest snowfall of the 20th century, disrupting the rail networks

“Black Dahlia,” otherwise known as Elizabeth Short, is found murdered in LA – the case remains unsolved

Christian Dior introduced his “New Look” for women’s fashion in Paris

Edwin Land demonstrates the first “instant” camera, his Polaroid Land Camera, in New York City

The Truman Doctrine is implemented to try and prevent the spread of Communism

Bedouin shepherds find the last of the original seven Dead Sea Scrolls in the West Bank

The USA’s worst industrial disaster, the Texas City disaster, occurs, killing almost 600 people

Miracle on 34th Street is first shown in theatres, later becoming a Christmas classic

The Cold War officially begins – it runs until the collapse of the Soviet Union in 1991

Truman’s National Security Act of 1947 creates the CIA and the US Air Force, among other things

The AK-47 is introduced by Mikhail Kalashnikov, going on to become the most produced rifle ever

UFO interest takes off, with the Roswell Incident in New Mexico and sightings by Kenneth Arnold and Harold Dahl

Thor Heyerdahl successfully crosses the Pacific in his balsawood raft, the Kon-Tiki

Aviator Howard Hughes makes the first and only flight of his “Spruce Goose,” the largest ever fixed-wing aircraft

Queen Elizabeth II and Prince Philip (she was then a princess, of course) are engaged and married

India and Pakistan gain independence from the UK, sparking mass slaughter during ensuing migrations between the two

Births of David Bowie, Arnold Schwarzenegger, Elton John, Stephen King, John Ratzenberger and Hillary Clinton


Yeesh, these package films start to get old after a while. Don’t worry guys, we’re getting there – only two more after this! Fun and Fancy Free was the fourth package film (now five years on from the likes of Bambi) and the ongoing financial and staffing problems caused by the war were showing no signs of abating just yet. The Disney Company still couldn’t afford to make a full-length picture, so instead they had to continue with the package formula and build up some money to finance their next one, which would be Cinderella. (Good as it is, I’ve never looked forward to that film so much before in my life!)

Story development for the Mickey and the Beanstalk portion of the film began as far back as 1940, but by 1941, with fifty minutes already animated, the outbreak of war coupled with the military occupation of the studio forced the staff to halt production for the time being. The film as a whole remained in “development hell” for the whole of the mid-1940s, mainly due to the government keeping Disney busy with wartime training and propaganda films aimed at soldiers and civilians. Many other film projects had to be put on hold, too; by 1942, ninety percent of the 550 employees at Disney were working on war-related projects. Eventually, though, the war finally came to an end, thus allowing the staff to get back to work on the various scattered projects they’d been working on. This atmosphere explains why the last four package films are so “scrappy” and inconsistent; they were basically thrown together from a hodgepodge of half-finished ideas which had in some cases been gestating for several years.

Fun and Fancy Free (who on earth came up with that title?) consists of just two shorts stitched together with live-action linking footage, unlike Make Mine Music, which had ten. This is definitely one of the weaker entries in this era, so let’s take a deep breath, dive in and find out why…



The original story that this section was based on was written by Sinclair Lewis and first appeared in a 1930 issue of Cosmopolitan (hard to believe, I know, given the magazine’s current content). Walt secured the rights to it in 1940, and the project was initially planned as a possible sequel to Dumbo, in which some of the cast of that film would appear as supporting characters. The circus theme is retained, but luckily for Dumbo and his friends, the idea of a crossover never materialised. During production of the short, several minor characters were dropped – there was originally going to be a monkey named “Chimpy” who would be Bongo’s partner, along with two mischievous bear cubs that the two of them would have to look after. I’m very glad they didn’t make it in; the short’s tacky enough without that sort of schmaltziness.

Jiminy at start

Before the short starts, though, we get the first of several long, partially live-action introductory segments, featuring the return of Jiminy Cricket from Pinocchio. Poor bloke; I wonder how much they had to pay him to appear in this. He must be getting on a bit by now, too, to have lived more than sixty years from the 1880s to the 1940s! Once again, he is animated here by Ward Kimball, and his opening scenes are some of the film’s most enjoyable (I always liked Jiminy, although I know he gets on a lot of people’s nerves). He gets to sing a rejected song from Pinocchio called I’m a Happy-go-Lucky Fellow, which is catchy enough, leading us into his explanation of the film’s title and theme. As he rightfully points out, people worry too much – true as this is, I can’t think what that has to do with Bongo’s story (or Mickey’s, for that matter), but whatever.

As he strolls through the library of the house he’s in, we see some wonderfully bleak titles on the shelf (I’m itching to know what “Misery for the Masses” or “Anatomy of Melancholy” are about), as well as some equally grave newspaper headlines. He’s also briefly reunited with Cleo, who makes a short, pointless cameo and is then never seen again, followed by an encounter with an angry cat (there seem to be a lot of these in the package films – were they gearing up for Lucifer?). Eventually, after coming across a depressed-looking doll and teddy bear, he decides to try and cheer them up with the story of Bongo… really? That’s how you’re explaining the film’s theme? These stories are just supposed to cheer people up? Hm…

Bongo in meadow

Once the short actually gets started, the film slows down even more. I’ll be honest: I really don’t care for this one at all. It’s extremely dull and poorly paced, as the animators had obviously struggled to stretch out this very thin story to half an hour, not to mention the rather hackneyed love triangle between the three bears. (Maybe it just seems overdone from my modern perspective, I don’t know). Bongo himself is not very interesting; he’s just your typical Disney “little guy” overcoming the odds and getting the girl. With his rounded ears and little red circus outfit, he looks something like a cross between Mickey and Timothy Q. Mouse.

Bongo scenery

The story is that Bongo, a circus bear, is getting fed up with his life as a performer, confined to a cage and roughly handled by his trainers. One night, in a strange sequence involving a ghostly personification of his “instincts,” he resolves to escape and manages to break out of the train and into the wild. We get some nice mountain scenery and Disney’s usual stunning backgrounds here, with Dinah Shore valiantly trying to keep things lively with her narration, but every scene just goes on for too long. After some frolicking with the Snow White animals’ understudies, Bongo settles down to sleep – only to find that the forest is filled with noise and danger, preventing him from getting a moment’s rest. One of the few gags I like in this section is the miserable unicycling he does the next morning, his face sagging lower than his spirits (Bongo was animated by veteran artist Art Babbitt, who was usually relegated to lesser assignments since his feud with Walt during the strike). Like many future characters in animation – Tod the fox, Duchess the cat, Tarzan’s Jane, Kuzco, Kenai, Darwin the chimp and even SpongeBob – the overly-domesticated Bongo has trouble fitting in out in the wild. That is… until he runs into the standard Pretty Face.

Lulubelle being objectified
Subtle, really subtle…

Animated by Les Clark, Lulubelle is a frustrating character. She’s a textbook example of how not to write a female character, serving no purpose beyond falling for Bongo and then becoming a “prize” to be won after his fight with Lumpjaw. Naturally, she wears a pink flower on her head (just in case we had any doubts as to her gender) and is all fluttering eyelashes and coy, teasing gestures, at least until the unusual bear custom of knocking her mate senseless is brought up. She reminds me a lot of the girls who end up with Thumper and Flower in Bambi – little more than female “versions” of their male counterparts, with no distinguishing characteristics and no personality. Blech. Thank goodness we’re almost out of the 1940s.

As she and Bongo hit it off, we’re treated to some delightfully kitschy scenes of their romance, involving lots of tacky Valentine symbols everywhere, hammering home the mood of the scene with all the subtlety of an anvil. After dozing off together in a clearing, they are then suddenly awakened to find every bear within a hundred miles gathered around and grinning at them (hello, privacy?). This heralds the arrival of the villainous Lumpjaw, a towering black-brown brute animated by Ward Kimball who seems to have a fondness for deforestation, judging by the number of trees he mows down whenever he moves. Again, Disney, I have to dock some points for lack of subtlety – I mean, even the bear in The Fox and the Hound is less of a monster than this guy!

Lumpjaw ain't happy
“Let’s be best friends forever, Lumpy!”

Bongo quickly lands himself in hot water when he misinterprets a slap from Lulubelle, apparently the bear equivalent of asking someone out. When she tries it again, she accidentally cuffs Lumpjaw – and of course, the oaf is smitten, knowing full well what it means. Bongo is thrown out of the clearing and can only watch dejectedly as the other bears enter a goofy dance number to celebrate the new relationship (what was it with Disney and hoedowns at the time?).  Only after Bongo hears several choruses of Say it With a Slap (yikes, don’t try that one at home, kids) does the penny finally drop – he has to beat the hell out of Lulubelle to show her he likes her!

First, though, he must get through Lumpjaw. The two boys enter a brains-vs-brawn fight as Bongo summons up all his best circus tricks to try and outwit his ferocious opponent – and I can’t help wondering how all this smacking around fits into the whole “bears slap other bears they fancy” thing. Eventually, Bongo triumphs by simply sending Lumpjaw over a waterfall, leaving him to enjoy Lulubelle’s company and the respect of the other bears.

To summarise: This could have been done much better in five minutes, but unfortunately, the decision to force this little story to hold up half of a feature-length animated film all by itself rendered it a plodding, cliché-ridden mess. This segment has to be the freest of fun.


Mickey and the Beanstalk

Now this is the part people came to see. The idea to use Jack and the Beanstalk was an inevitable one for a studio which specialised in fairy tales, and it was first suggested to Walt by animators Bill Cottrell and T. Hee in early 1940. Their version had Walt’s favourite Mouse in the leading role, supported by the popular characters Donald Duck and Goofy. Allegedly, even though Walt was crying with laughter by the end of their pitch, he initially refused to greenlight the project because he felt that it “murdered” his characters. Yet somehow, the pair convinced him, and the story went into production that May as The Legend of Happy Valley (thank goodness they changed the title, that sounds like something the Care Bears would appear in). Walt was always looking for vehicles to promote Mickey in the 1940s, as the mouse’s popularity was being eclipsed by his co-stars, so the decision to bring them together again here certainly made sense from a business perspective. They hadn’t appeared in a story together since the 1938 short The Whalers, so I’m sure they were dying to work with each other again!

The role of Jack suits Mickey perfectly; he’s another downtrodden “little guy” who triumphs against all odds, one of Walt’s favourite types of characters. In the original 1807 version, however, it is disputable whether or not Jack is actually the hero at all – in it, he gains the sympathy of another man’s wife and hides in their house, before robbing and finally killing him! Some versions of the story justify this as the man is of course the evil giant, but still, it’s an ambiguous role for such an upstanding character as the all-American Mickey. (Incidentally, it’ll be interesting to compare this short with the upcoming Gigantic, currently slated for a 2020 release – that will be Disney’s second take on this story and is apparently set during the Spanish Golden Age of Exploration!)

Bergen, Patten and McCarthy
“Want some candy? MWUAHAHA!” … There’s so much wrong with this image

Before we actually enter the sequence, however, we must endure another tediously long live-action sequence – this is Fun and Fancy Free, after all. The section is narrated by famed ventriloquist Edgar Bergen and his puppets, the caustic Charlie McCarthy and dim-witted Mortimer Snerd. Bergen was extremely popular at the time and had his own radio show featuring the puppets (reportedly, he hated his performance in this film, as he could see his lips moving a lot; he believed he’d been spoiled by his radio work). The set-up is that he is holding a birthday party for child actress Luana Patten, who like him, is simply appearing as herself. Patten was made famous the previous year in Disney’s now-infamous Song of the South, so her inclusion here at least makes sense, certainly more so than Bergen’s anyway – he was known for his double entendres and risky humour, none of which could be used in a Disney film.

This whole set-up seems really off from today’s perspective. The gloomy interior of the house and the strange lack of guests at this “party” do nothing to quell the rather unnerving atmosphere already created by the puppets. Questions abound: Why is this little girl attending a birthday party without any other children? Does she not have any friends? Whose idea was it to invite a ventriloquist and then leave him alone with her? Where are her parents? Thankfully, Bergen’s warmth and obvious good intentions prevent things from becoming too sinister, but puppetry isn’t really in fashion the same way it was then, so Charlie and Mortimer just seem random and creepy to a modern viewer. Much like Dinah Shore, the inclusion of Bergen and Patten was obviously intended to add star appeal, in an attempt to boost the reputation of this messy feature. Perhaps in acknowledgement of this strange choice, later versions of the short replaced Bergen’s narration with Paul Frees (as Ludwig von Drake, an uncle of Donald’s), Sterling Holloway or Shari Lewis.

Happy Valley FFF

The singing harp
Her eyes are a little… strange

Anyway, after an age the short finally begins, but don’t worry, we haven’t seen the last of the “birthday party” – it’ll keep coming back again and again throughout the remainder of the film, disrupting the pacing and constantly interrupting the story as the viewer’s frustration mounts. We’re introduced to the magical world of “Happy Valley,” which is kept fertile and beautiful by a Singing Harp, animated by Les Clark. The Harp, like Lulubelle, is the only female character in the whole thing (well, except the cow I suppose) and looks very much like Cinderella, just as Grace Martin did in Make Mine Music – all these prototypes are encouraging! We’re getting close to the features again!  Unfortunately for the residents of the valley, the harp is stolen one night by a mysterious shadowy figure, leading to a famine that renders the place a “gruesome gulch” (as Charlie McCarthy puts it).

Three starving farmers

Once our heroic trio appear, the short gets much, much better. Finally, after more than half the film has gone by, we get to see Disney doing what they do best – clever visual gags with moments of strong characterisation in a fairy tale setting. Mickey (or “Jack”) and his friends are starving farmers, trying to make a pathetically small loaf of bread go three ways. As Mickey carves the hilariously thin, semi-transparent slices, Donald and Goofy look on, sweating forlornly. The animation of these three is great, the work of Ward Kimball, Fred Moore and Wolfgang Reitherman. Just as the narrator is complimenting Donald on his fortitude, the poor duck snaps and tries to devour the tableware while the others rush to stop him. With a manic look in his eye, he then grabs an axe and for a moment, the film seems to suggest he’s going to kill Mickey! However, he actually intends to kill their cow, but Mickey decides they’d be better off selling her.

Donald goes wild
Well, at least he’s not flirting with Aurora Miranda in this one!

In the original drafts, there was going to be a scene here where Mickey, upon taking the cow to the market, would meet Honest John and Gideon from Pinocchio – the rascally duo were then going to con him out of the cow in exchange for the “magic” beans. With all these Pinocchio characters cropping up, you have to wonder if they were planning some sort of major crossover project, but this particular scene was ultimately dropped for time. As it is, Mickey does take the cow off and comes back with beans, finding Goofy and Donald enjoying a rousing little number called Eat Until I Die (I love this song so much haha). Donald furiously throws the beans into a nook in the floor, convinced they’ve been cheated out of their last chance to escape starvation, but I think we all know what happens during the night…

The beanstalk and the cottage

The animation of the beanstalk growing and carrying the little house up into the clouds is some of the best in this film. The sleeping farmers are of course unaware, even though the collapsing house nearly causes their deaths several times! When the gang wake up, they’re in the world of the as-yet-unseen Giant. As they begin to explore, they’re attacked by some gigantic dragonflies (well, Donald does heckle them a bit first). The scene is a bit random, but the trio are likeable enough that they make it enjoyable. Then, in another nod to the upcoming Cinderella, they all work together to help each other climb the colossal steps to the Giant’s castle, inside of which all their dreams come true – they find a mammoth dinner table, loaded with delicious food. Of course, the characters being who they are, they can’t simply eat it – Goofy in particular must get through several minutes of gaggery as he struggles to eat giant peas and wallows in a vast slab of jelly. Soon, it’s time for the introduction of the Giant, but infuriatingly the story is ground to a halt so that Bergen and Co. can do it in a live-action segment. I wish they’d stop doing this! It’s so unnecessary!

Willie likes bunnies

Bergen uses shadow-puppetry to introduce Willie the Giant, a nod to the origins of both his own craft and the animators’. (Jiminy Cricket, who has gate-crashed the party, has by this point almost disappeared from the film). Willie is a bit of a dolt, animated by John Lounsbery, quite likeable really in his naïveté and not very threatening. While this makes him quite a fun character, it also explains why he’s never mentioned on lists of the best Disney villains. When he finds Mickey and Co. rummaging on his dinner table he sets about trying to capture them, but Mickey demonstrates a nice bit of characterisation here as he uses his resourcefulness to try and outwit Willie by fooling him into thinking he’s a palm-reader. (Willie, a shape-shifter, doesn’t know that Mickey’s already secretly seen him changing shape). Having spotted a nearby flyswatter, Mickey tries to convince Willie to turn into a fly, but the Giant figures out the ruse after first offering him a giant pink rabbit (this pink shapeshifter thing would later be done more successfully with Madame Mim in The Sword in the Stone).

Willie manages to imprison Donald and Goofy in the box he’d been using to hold the Singing Harp, but Mickey slips away. Seeing this, the Harp comes up with a plan of her own, a rare instance of a female character in the package films being given something to do. Using her lovely voice, she begins singing Willie to sleep with My Favourite Dream, while Mickey sneaks towards him in search of the key to the box. (She even offers musical clues – “In his right vest pocket, you’ll find the key…”)

The plan actually seems to be working as Mickey rescues Donald, Goofy and the Harp, but just as they’re leaving he gets a little too clever for his own good and tries to tie Willie’s shoelaces together – Willie wakes up, and the chase is on as everyone scrambles for the beanstalk. In a last bit of gaggery, the gang chop it down as Willie makes his way down after them, sending him tumbling to his… well, not quite death, as it turns out.

Willie and the live-action gang

We can’t end the film without another tiresome live-action segment, which sees the puppet Mortimer sobbing at Willie’s apparent demise. Bergen tries to reassure him that Willie was never real, only for the Giant to suddenly lift up the roof of the house (in a nice bit of live-action/animation blending courtesy of Ub Iwerks) to ask politely if any of them have seen a little mouse. Bergen faints, leaving Willie to exchange a last few doltish lines with Mortimer before wandering off into Hollywood, picking up The Brown Derby restaurant to use as a hat as the picture fades to black. It’s a weird, random ending to a weird, random film.


Final Verdict

I’m going to give Fun and Fancy Free the “honour” of being my least favourite classic so far (although that may well change down the line). It just isn’t very well put together and leaves you feeling sluggish and bored. At first, Disney apparently wanted Mickey and the Beanstalk paired with The Wind in the Willows (which was also in production around this time), under the fruity title Two Fabulous Characters, but of course this didn’t happen; the latter short actually ended up paired with the Ichabod story in The Adventures of Ichabod and Mr. Toad. I think that pairing the American-themed Ichabod with Bongo and the more fantastical Mickey with Willows might have worked better, but hey, what do I know.

The film was actually fairly well received at the time, but tellingly, it was the first Disney film not to be nominated for any kind of award and has never been rereleased in its entirety. (Both shorts have been seen separately on TV, though). Poor old Bongo is often excluded from the cover art of home media releases, since he’s not as marketable as the more famous Mickey and his friends. Apart from them, Willie has proved to be one of the more enduring of the film’s characters, making another appearance in 1983’s Mickey’s Christmas Carol and a small cameo in 1988’s Who Framed Roger Rabbit. The film was also a minor milestone in Walt’s personal career, as it marked the end of his time as the regular voice of Mickey Mouse; he recorded most of his dialogue for this film in 1941. Although he would voice him again on occasion in the 1950s, the majority of Mickey’s work was taken over from this point by James (or Jimmy) MacDonald, who is also said to have shared the role here in this film.

I would say that if you’re not a big fan of the package films in general, this is definitely a good one to skip. If you’re a bit of a purist (like me) and want to watch them all, well… it’s not totally awful. Even at its worst, this is still Disney, so there are things to like about this one. Just be prepared to slog through a lot of time-wasting silliness to find them.


My Rating – 2/5



I consulted my own books to research for this review, as well as some standard web sources:

Encyclopedia of Walt Disney’s Animated Characters (1998 ed.) by John Grant

By Source, Fair use, – credit for poster  – wiki article  – IMDB page


3 Replies to “Film Review: Fun and Fancy Free (1947)”

    1. Haha I know, it’s so random – I don’t think real bears do it, I wonder who came up with it.

      I definitely have Disney films that I like less than this one (Chicken Little comes to mind), but this is one of the worst from this time. I’m SO glad I’m almost into the 1950s!

      Liked by 1 person

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