Building Entertainment: The Animated Films of the Walt Disney Studio. Oliver & Company

Welcome to my weekly discussion of the animated films of the Walt Disney Studio. I’m proceeding mostly chronologically. The title comes from a quote from Walt, “I never called my work an ‘art’ It’s part of show business, the business of building entertainment.”

Title: Oliver & Company

Year: 1988 1

Source materials : Oliver Twist by Charles Dickens

Budget: $31 million

Box office: $74.2 million



On Fifth Avenue, an orphaned kitten named Oliver is left abandoned. Wandering the streets by himself, Oliver meets a laid-back mongrel named Dodger who assists the kitten in stealing food from a hot dog vendor named Louie. Dodger then flees the scene without sharing his bounty with Oliver.

Oliver follows Dodger all throughout the streets until he eventually arrives at the barge of his owner, a pickpocket named Fagin, along with his meal, to give to his friends: Tito the chihuahua, Einstein the Great Dane, Rita the Afghan Hound, and Francis the bulldog. Oliver sneaks inside and is discovered by the dogs. After a moment of confusion, he is then received with a warm welcome. Fagin comes in and explains that he is running out of time to repay the money he borrowed from Sykes, a nefarious shipyard agent and loan shark. Sykes tells Fagin that the money must be paid in three days, or else. Sykes’s dobermans, Roscoe and DeSoto, attack Oliver, but the cat is defended by Fagin’s dogs. After the dogs cheer him up, Fagin is introduced to Oliver, and, considering that they all need help, accepts him into the gang.

The next day, Fagin and his pets, now including Oliver, hit the streets to sell some shoddy goods and perhaps steal money. Oliver and Tito attempt to sabotage a limousine driven by Winston, a butler who is chaperoning Jenny Foxworth, a lonely rich girl whose parents are away on a trip. However, the plan backfires when Oliver accidentally slips on the ignition keys, starting the car and electrocuting Tito. Jenny then helps untangle Oliver from the wires and adopts him out of loneliness, much to the disgust of Georgette, the Foxworth family’s pompous and pampered poodle.

Dodger and the others manage to steal Oliver from the Foxworth family and bring him back to the barge, but he explains that he was treated kindly and did not want to leave, much to the shock of Dodger who feels that Oliver is being ungrateful, but allows him the opportunity to leave. However, Fagin arrives and concocts a plan to ransom Oliver, then sends Jenny a ransom note. Jenny discovers the note and sets out to get Oliver back, while Fagin informs Sykes of his plan. Later, Jenny meets up with Fagin, who is shocked that the “very rich cat owner person” is only a little girl. Bothered by his conscience after seeing Jenny distraught over losing Oliver, Fagin gives Oliver back freely.


Just then, Sykes comes out of the shadows and kidnaps Jenny, intending to ransom her and declaring Fagin’s debt paid. Dodger rallies Oliver and the other dogs to rescue Jenny from Sykes, but the animals are confronted by Sykes and his Dobermans after they free her. Fagin saves the group with his scooter and a chase ensues throughout the streets and into the subway tunnels. Jenny is pushed onto the hood of Sykes’s car after he rams it against the scooter, where she holds onto the hood ornament, and Oliver and Dodger attempt a rescue. Roscoe and DeSoto fall off the car in the struggle and land on the subway’s third rail, electrocuting them. Tito takes control of Fagin’s scooter as Fagin manages to retrieve Jenny, and Tito drives the scooter up the side of the Brooklyn Bridge as Sykes’ car drives straight into the path of an oncoming train, killing him and throwing him and his car into the East River. Dodger and Oliver manage to avoid the collision thanks to Sykes throwing them off him before the impact and are reunited with Jenny and the others.

Later, Jenny celebrates her birthday with the animals, Fagin and Winston. That same day, Winston receives a phone call from Jenny’s parents in Rome saying that they will be back Stateside in Manhattan tomorrow. Oliver opts to stay with Jenny, but he promises to remain in contact with Dodger and the gang.

Background: After the release of The Black Cauldron, Michael Eisner and Jeffrey Katzenberg invited the animators to pitch potential ideas for upcoming animated features, infamously called the “Gong Show”. After Ron Clements and John Musker suggested The Little Mermaid and “Treasure Island in Space,” animator Pete Young suggested, “Oliver Twist with dogs”. Originally intending to produce a live-action adaptation of the musical Oliver! at Paramount Pictures, Katzenberg approved the pitch. Under the working title of Oliver and the Dodger, George Scribner 2 and Richard Rich were announced as the directors of the project, while Pete Young was appointed as story supervisor.

Oliver & Company was the first Disney animated film to include real world advertised products. 3 However, the filmmakers commented on ABC’s The Wonderful World of Disney that this was for realism, was not paid product placement, and that it would not be New York City without advertising. Instead, Katzenberg urged the marketing campaign to focus on the classic Dickens novel and the pop score, and promotional tie-ins with Sears and McDonald’s 4

Changes from the Source Material: Aside from the obvious changes: most characters are changed to animals and the setting is changed from Victorian London to 1980s New York. Some of the characters from the novel are eliminated such as the Bumbles. In Fagin’s gang, there is no equivalent to Nancy from the novel. Fagin and Sykes have much more of a partnership in novel, and Fagin is much nastier. Fagin and Dodger are hanged and transported, respectively, in the novel. There is no kidnapping plot in the novel, rather Sykes uses Oliver to sneak into windows due to his small size.

Animation: For the film, Disney invested $15 million into a long-term computer system called Computer Animation Production System, otherwise known as CAPS. 5 CAPS was a digital ink and paint system designed to replace the expensive process of transferring animated drawings to cels using India ink or xerographic technology, and painting the reverse sides of the cels with gouache paint. Using CAPS, enclosed areas and lines could be easily colored in the digital computer environment using an unlimited palette. Transparent shading, blended colors, and other sophisticated techniques could be extensively used that were not previously available. The completed digital cels were composited over scanned background paintings and camera or pan movements were programmed into a computer exposure sheet simulating the actions of old style animation cameras, such as multiplane vameras, yet they were not limited by artwork size. The final version of the sequence was composited and recorded onto film. Since the animation elements existed digitally, it was easy to integrate other types of film and video elements, including three-dimensional computer animation 6


Meanwhile, the traditional animation was handled by the next generation of Disney animators, including supervising animators Glen Keane, Ruben A. Aquino, Mike Gabriel, Hendel Butoy, and Mark Henn as the “Nine Old Men” had retired in the early 1980s. Scribner borrowed a technique from Lady and the Tramp by blocking out the scenes on real streets, and then photographing them with cameras mounted eighteen inches off the ground. In this way, the animators would use the photos as templates to provide a real dog’s-eye view of the action.

Songs: Jeffrey Katzenberg had the idea to bring in big-name singer/songwriters, each of whom would contribute a song into the film including Billy Joel, Barry Manilow, and Huey Lewis. At his suggestion of his friend David Geffen, Katzenberg brought in lyricist Howard Ashman, who composed the song “Once Upon a Time in New York City”.Musical composer J.A.C. Redford was brought to compose the score who had a working relationship with Disney music executive Chris Montan on the series St. Elsewhere.


  • “Once Upon a Time in New York City” – Huey Lewis; written by Barry Mann and Howard Ashman
  • “Why Should I Worry?” – Billy Joel; written by Dan Hartman and Charlie Midnight
  • “Streets of Gold” – Ruth Pointer ; written by Dean Pitchford and Tom Snow
  • “Perfect Isn’t Easy” – Bette Midler ; written by Barry Manilow, Jack Feldman, and Bruce Sussman
  • “Good Company” – Myhanh Tran ; written by Ron Rocha and Robert Minkoff.

Voice Cast:

Joey Lawrence as Oliver. After appearing in guest spots on Diff’rent Strokes and Silver Spoons, child actor Lawrence won the role of Joey Donovan on Gimme a Break! As a teen, he co-starred in the series Blossom. As an adult, Lawrence returned to television in the sitcom Melissa & Joey. Pop star Billy Joel as Dodger. Since releasing his first hit song, “Piano Man”, in 1973, Joel has become the sixth best-selling recording artist and the third best-selling solo artist in the United States. His compilation album Greatest Hits Vol. 1 & 2 is one of the best-selling albums in the US. He is also a six-time Grammy Award winner, 7 and has sold more than 150 million records worldwide, making him one of the best-selling artists of all time. 8

Cheech Marin as Tito, He first came to fame as half of the comedy act Cheech & Chong and later as Don Johnson’s partner, Insp. Joe Dominguez, on Nash Bridges . He returned to voice characters in The Lion King, the Cars series, Coco and Beverly Hills Chihuahua. 9 Richard Mulligan as Einstein, He is best known for his roles on the sitcoms Soap and Empty Nest.

Roscoe Lee Browne as Francis. He was nominated for Emmy Awards for his work on Barney Miller. He won the Emmy Award for The Cosby Show. He received a Tony Award nomination for his performance as “Holloway” in August Wilson’s Two Trains Running. He received a Daytime Emmy Award nomination for for his performance as “The Kingpin” in Spider-Man. Browne was inducted into the Black Filmmakers Hall of Fame in 1977. Sheryl Lee Ralph, who played Rita, made her screen debut in the 1977 comedy film A Piece of the Action , before landing her breakthrough role as Deena Jones in the Broadway musical Dreamgirls, for which she received Tony Award nomination for Best Actress in a Musical. She also appeared in To Sleep with Anger, The Mighty Quinn, The Distinguished Gentleman, Sister Act 2: Back in the Habit, and Deterrence. (Ruth Pointer sung the character’s songs)

Dom DeLuise as Fagin. In the 1970s and 1980s, he often co-starred with his friend Burt Reynolds. 10 He was the host of the television show Candid Camera from 1991-92. DeLuise also lent his distinct voice to Don Bluth’s animated features. 11 He was also a regular in Mel Brooks’ films. 12 Other roles include Fatso, Johnny Dangerously, The Muppet Movie, The Adventure of Sherlock Holmes’ Smarter Brother, and Haunted Honeymoon. Robert Loggia as Sykes. He was nominated for the Academy Award for Best Supporting Actor for Jagged Edge and is best known for his role in Big. 13


Bette Midler as Georgette. Since 1970, Midler has released 14 studio albums as a solo artist. Her hit songs include her renditions of “The Rose”, “Wind Beneath My Wings”, “Do You Want to Dance”, “Boogie Woogie Bugle Boy”, and “From a Distance”. She made her motion picture debut in 1979 with The Rose, and starred in Down and Out in Beverly Hills, Outrageous Fortune, Beaches, The First Wives Club, Hocus Pocus, The Stepford Wives, For the Boys and Gypsy. Midler has won three Grammy Awards, 14 four Golden Globes, 15 three Emmy Awards, 16 and two Tony Awards. 17 She has sold over 30 million records worldwide, and has received four Gold, three Platinum, and three Multiplatinum albums by RIAA. Frank Welker returns as Old Louie.

Critical Reception: Opening on the same weekend as Don Bluth’s The Land Before Time, 18 it out-grossed The Land Before Time with domestic gross estimates of $53 million compared to $46 million of the latter. In its total box office lifetime, Oliver & Company made a total domestic gross of $74 million at the U.S. box office. Despite its success at the box office, the film was met with mixed reviews from critics. On the television program, Siskel & Ebert, Gene Siskel gave the film a thumbs down. 19 Roger Ebert gave the film a “marginal thumbs up” as he described the film as “harmless, inoffensive”.


Legacy: The success of the film prompted Disney’s senior vice-president of animation, Peter Schneider, to announce the company’s plans to release animated features annually. Although they used to have costumed characters in the parades, Oliver & Company currently has no presence at the theme parks.

My take: I never have a problem with using real logos in films. Nothing takes you out of a story than seeing a fast-food place called “McDougal’s.” Did you catch Pongo’s cameo?

Honestly I don’t think the animation is quite up to snuff in this one. Yet I will say they got the feel of New York in the 80s right.

Next Week: Before we get to The Disney Renaissance, we’re taking a detour to Toon Town