What happened to Runaway Brain, Disney’s lost Mickey short

In 2018, Disney celebrated Mickey Mouse’s 90th birthday with a cavalcade of cross promotions. There was a 16,000-foot art exhibition in New York, a primetime TV special on ABC led by Kristen Bell and Dwayne Johnson, and a number of high profile collaborations with brands like Coach, Vans, and Marc Jacobs. Mickey’s entire career was celebrated company-wide for a full year, honoring his debut in “Steamboat Willie” in 1928 through his iconic appearance as “The Sorcerer’s Apprentice” in Walt Disney’s masterpiece Fantasia and more recent accomplishments like the Oscar-nominated short “Get a Horse” and the wildly popular Paul Rudish TV series.

Noticeably absent from the synergistic festivities, however, was the unearthing of the 1995’s “Runaway Brain,” which fans of Disney Animation have longed to see again. Despite being nominated for an Oscar in 1996, playing out of competition at the Cannes Film Festival that May, and being, at the time, the first true Mickey Mouse theatrical short to play for theatrical audiences in more than 40 years has been all but erased from existence. The short is not locked in the Disney Vault, it’s seemingly buried underneath it in a lead-lined box.

How “Runaway Brain” came to be, and why it’s been deemed a forbidden object in the years since, is one of the weirder stories in modern Disney history.

Welcome to the “lunatic fringe”

By the early 1990s, Walt Disney Feature Animation, as it was known then, had narrowly escaped catastrophe. The 1984 release of The Black Cauldron, a hugely expensive dud, could have led to the unit’s demise. But months before the film was scheduled to be released, a new management team, led by Michael Eisner, Frank Wells, and Jeffrey Katzenberg, took over the company. After two decades of creative stagnation following the death of Walt Disney, Eisner made it a priority to return the company’s animation division to prominence. “We have to,” Eisner told Diane Sawyer on 60 Minutes in the summer of 1988, when asked about whether or not the company could continue to afford making animated movies. “That is our legacy.”

Eisner and the creative teams restored Disney Animation to the creative and commercial heights not seen since Walt’s heyday. Aladdin, The Little Mermaid and Beauty and the Beast weren’t merely animated features; they were cultural phenomena, collecting critical acclaim, box office glory and multiple Oscars. It stood to reason that Mickey Mouse, the company’s mascot, and a truly enduring global icon, could use a reinvention too.

It wasn’t that Mickey was neglected. The mouse’s 60th anniversary in 1988 was nearly as synergistic as in 2018, with a new (albeit temporary) land at Walt Disney World, a primetime special that co-starred Roger Rabbit, and a redesign that turned Mickey into a laid back, just-off-the-set-of-Miami Vice type. In 1990, George Scribner directed “The Prince and the Pauper,” a charming 30-minute film that starred two classically styled Mickeys, and was shown before The Rescuers Down Under. But when Rescuers bombed, so did Mickey’s reemergence, leaving the mouse hopelessly old fashioned in the collective mind of mass pop culture.

Image: Walt Disney Animation

In the wake of Rescuers, the hunt was on for a project that could bring Mickey into the ’90s. Between features, Disney animators were tasked with a number of side projects, from conceptualizing a sequel to Fantasia to providing animation for upcoming theme park attractions and brainstorming ideas for a new Mickey Mouse short. Creative executive Kathleen Gavin, who was coming off Tim Burton’s The Nightmare Before Christmas, was put in charge of these “outside projects,” which included shepherding an unproven northern California studio’s experimental animated feature called Toy Story. “They took anything that wasn’t the main feature and threw it into my world,” Gavin tells Polygon. At the time, Ralph Guggenheim from Pixar referred to Disney’s side projects as the “lunatic fringe.” Executives on the merch side were antsy to get Mickey out there in a “wacky and out-there” way, and it became a priority for Gavin’s team.

“If you were a director or part of the development, if you were between assignments, you were asked to develop Mickey shorts,” says Chris Bailey, the eventual director of “Runaway Brain.” “They just never made one. They were always developing them. Eventually it just became my turn to develop Mickey shorts.” He didn’t expect his pitch to be produced either.

Bailey had been an animator on The Great Mouse Detective and Oliver & Company, and at the time of Disney’s Mickey initiative, was focused on directing, having worked on a film for the just-opened Euro Disney complex outside of Paris, France. To fulfill the obligation, he repurposed an idea from an abandoned Roger Rabbit short, which he says was scrapped after Disney put a previous Roger Rabbit short in front of Dick Tracy instead of Arachnophobia, and producer Steven Spielberg’s relationship with Disney had cooled. Bailey’s idea, “Tourist Trap,” saw Mickey and Donald heading on a vacation, and Donald “trying to off Mickey,” according to Bailey. The concept clicked with Katzenberg and Disney Animation executives Thomas Schumacher and Peter Schneider. It was certainly “wacky and out there” like Consumer Products wanted.

After a disastrous storyboard screening of “Tourist Trap” (according to Bailey “it went kerplunk”), Katzenberg told Bailey to “go back and fix it.” The animator thought any fix would “erode” the point of the short. “The cartoon had to be mean,” Bailey says. “If [executives’] problem was Donald trying to kill Mickey, because you couldn’t do that, the soft version would be nothing.” So, Bailey asked Roy Disney for permission to develop another one of his Mickey ideas instead. Roy gave his blessing, and with lifted spirits, Bailey began work on the equally off-beat “Runaway Brain.”

Image: A.F. ARCHIVE

Developed around 1993, when Hocus Pocus had brought a bit of spookiness to the Disney brand, In “Runaway Brain” finds Mickey Mouse signing up for an experiment with scientist Dr. Frankenollie (voiced by Kelsey Grammer), with the hopes of paying for an expensive vacation for himself and Minnie. Mickey winds up getting more than he bargained for, when Frankenollie swaps his brain with a hulking monster. Mickey then must reunite his brain with his body, and without the help of Dr. Frankenollie — in one of the short’s darker turns, he is killed by the experiment. The short is a frantic race against the clock that includes a number of perilous scenarios, including one where the monstrous version of Mickey attempts to woo Minnie. Eventually, both monster and Mickey are electrocuted, and their brains swap back. In the closing moments of the short, Mickey and Minnie make it to Hawaii, and ride the monster as he swims through the ocean, propelled by a wallet photo of Minnie that Mickey dangles in front of him.

Bailey assembled a murderer’s row of animation talent to bring “Runaway Brain” to life. Jim Beihold, a veteran of the “lunatic fringe” who had worked on everything from Who Framed Roger Rabbit to the Nazi sequence from The Rocketeer, was hired to oversee layout. Ian Gooding, who still works at Disney Animation, served as art director. And Andreas Deja, who had animated Scar in The Lion King, designed “Monster Mickey” based off Bailey’s sketches. “It was easy, even though you designed something against character, against personality,” Deja explains. “You use the cliches […] You don’t draw these puffy little fingers, instead you do these gnarly Frankenstein hands.”

Deja bent the tail of Walt Disney’s iconic mouse and gave him a scruffy neck “just to rough him up.” The idea was to reverse Mickey. “All that early Disney stuff, the cute characters, they were designed like stuffed animals; their wrists are always bigger than their arms, their ankles were bigger than their thighs, so they hang like stuffed animals. That’s the base of their appeal,” Bailey says. But as the team would soon learn, there was a limit to just how scary Mickey could be. “Jeffrey wanted it to be really aggressive and didn’t want anybody to mistake it for anything that had been dug out of the vault and Tom and Peter were more protective of the classic Mickey and more conservative.”

Image: Walt Disney Animation

Ultimately the more in-your-face version of “Runaway Brain,” protected by Katzenberg’s clout and driven by Bailey’s determination, won out. There were some ideas that were too out-there for the short and were nixed early on. “Jeffrey wanted to do some cool video game thing,” Bailey says, which led to a shot outside the house where the audience hears gunfire and sees muzzle flashes. The short would cut to the inside to find Mickey firing a virtual reality shotgun at a Bambi game. Bailey enthusiastically pitched the idea to Schneider and Schumacher. “Peter looked at me,” the animators recalls, “and said, ‘Not a chance in hell.’”

The team settled on having Mickey play a Snow White and the Seven Dwarfs-themed fighter game, but the disagreement would only be the beginning of corporate squeamishness. Still, the first true Mickey Mouse theatrical short since 1953’s “The Simple Things,” inched forward, considered the ideal way to modernize the character. And while “Runaway Brain” could have run aground like countless other attempts, it had something else going for it: an animation studio overseas recently acquired by Disney with nothing to do.

Gutting Mickey

Disney acquired the three-year-old Brizzi Studios, founded by brothers Paul and Gaëtan Brizzi, in 1989 at a moment of expansion into television animation and low-cost direct-to-video movies. Dubbed Walt Disney Animation France, the studio provided animation for DuckTales the Movie: Treasure of the Lost Lamp, and episodes of several Disney Afternoon shows. But Disney had bigger plans.

At the time of “Runaway Brain,” the French studio was finishing up work on A Goofy Movie, which like the DuckTales movie was to be released as a “Disney MovieToon,” Disney’s branding for lower-budget fare. To bring the French animators closer to the main operation, they were handed Bailey’s short as their next assignment. “If it wasn’t for the fact that there was a hole in the new Paris studio’s schedule, these boards would have probably gone into the archives with all the others,” Bailey says. “But they needed to have a project and I had a project.’” So his team headed to France.

Something huge happened while the crew was in France: on August 25, 1994, after a brief and tumultuous power struggle following the tragic death of Disney president Frank Wells, Jeffrey Katzenberg left Disney. The crew of “Runaway Brain” didn’t think much of this; they even inserted a blink-and-you’ll-miss-it gag referencing the executive’s departure into the short. But Katzenberg was one of the short’s staunchest defenders and biggest cheerleaders, and when the team headed back to America with a mostly completed film, his absence was noticeable.

Image: Walt Disney Animation

Bailey gave a brief disclaimer before screening the film for the first time in California: They were going to show one version of the ending, then another version. The initial version ended with Mickey and Minnie having a backyard luau. Since they couldn’t go on their vacation, Mickey made it up to Minnie at home. They then showed a second ending, similar to the finished version, but instead of the giant monster chasing Mickey’s wallet photo of Minnie’s, the monster sought an effigy of Minnie, made out of pillows. Michael Eisner told Bailey, “Well that was a setup if I’ve ever seen one.” Everyone loved it. Bailey was “riding high.”

Then, in a meeting with Schumacher and Schneider the next day, reality set in. The executives demanded cuts, even though the screening was successful. Bailey fired back, saying that he wouldn’t cut anything.

“I was young and dumb and angry and didn’t manage that particularly well,” Bailey admits now. “Of course, they just made me cut all of that stuff anyway.”

With Katzenberg gone, there was no one to insulate Bailey from Schneider and Schumacher, who brought in their own editor to cut a new version of the short, which led to pacing issues and the need for new animation. “We were laboring over every frame in France, and we were making sure every scene cut perfectly to the next scene,” Beihold says. “And then we got it back here and an editor in the U.S. decided to cut it again.” Several sequences received extra scrutiny.

In early versions of the “Runaway Brain,” the monstrous Mickey was constantly drooling over Minnie, and one of the first edicts was to dial it down. “They just started saying, ‘you’ve got to cut the saliva,’ so I was fervently animating hook ups so that it wouldn’t be so choppy,” Bailey says. Deja recalls the drool being an issue too and thinks Schneider ordered it cut. (Schneider declined to take part in this article.) These shots had always been a part of the cartoon; but with Katzenberg gone, edicts were ordered more easily.

Another moment that got cut completely involved Mickey getting electrocuted, where his “head was boiling like a pot full of ballpark franks,” Bailey says. “As it stands, it actually looks like Mickey is getting electrocuted as opposed to a cartoon gag.”

The demands led to escalating tension between Bailey and the executives. The director was already exhausted and overworked, and now he was having to feverishly produce animation that would salvage the tone and pace. He points to a sequence where Mickey is being locked into Frankenollie’s operating chair. Originally Mickey said, “I think I’m in trouble.” According to Beihold, Kathleen Gavin changed that to, ‘Talk about your ironclad contracts.’” (“It was a line that is only funny if you’re a producer,” he adds.) When asked, Gavin couldn’t recall the change, nor any request for cuts.

But the short changed. The “effigy Minnie” ending, which played like gangbusters and got a sign-off from Eisner, was softened to the wallet photo. Bailey is convinced that if Katzenberg had remained at the studio, the superior ending would have stayed. “The fact that we started making this aggressive Mickey cartoon and when it was too late to retrofit it, it got beaten down with a rubber mallet,” Bailey says.

As the short neared completion, the crew could feel the studio’s enthusiasm for it slip further. “I can’t remember a specific moment when I realized that they weren’t really behind it,” Beihold says. “It was a gradual realization.” According to the director, Schneider and Schumacher openly hated it. Gavin says she realized that the studio had abandoned it when they chose what film it would be attached to: A Kid in King Arthur’s Court. Despite original enthusiasm from Disney Consumer Products, very little tie-in merchandise was produced, out of fear that Bailey and his team had pushed Mickey too far.

Gone, but not forgotten

On March 25, 1996, Mickey Mouse headed back to the Oscars. “Runaway Brain” was nominated for Best Animated Short at the 68th Academy Awards, ultimately losing to the Wallace and Gromit short “A Close Shave,” from Aardman Animation, who Kathleen Gavin had incidently been wooing to work with Disney. That same year, John Lasseter was awarded a Special Achievement Award for Toy Story. In our interview, Bailey didn’t have anything to say about the Oscars. Deja can’t remember if he went.

By that point, Bailey was done. He had spent 10 years at the Walt Disney Company, and ended his tenure with the tedium of “Runaway Brain.” “Because the cartoon wasn’t really perceived that great, I felt like I didn’t want to animate anymore and the opportunities there were slim, I thought it was time to leave,” Bailey says. Losing the Oscar didn’t help.

After the 1996 Cannes Film Festival, where the short also bowed, Bailey left the Disney and “Runaway Brain” was all but forgotten. It played in some international territories that year on prints of A Goofy Movie and The Hunchback of Notre Dame, but never aired on the Disney Channel as most shorts did at some point. In November 1996, Disney considered attaching the short to its new live-action iteration of 101 Dalmatians. Old message board posts indicate that prints of “Runaway Brain” had even been shipped to theaters, but at the last minute Disney ordered the short to be removed and replaced with trailers for upcoming Disney features. But the notice came so late that some theaters wound up showing “Runaway Brain” with 101 Dalmatians anyway.

Photo: Drew Taylor

When we reached out to Walt Disney Animation Studios for this piece, representatives declined to shed light on whether there’s a future for “Runaway Brain.” The short cannot be viewed on Disney Plus and has had only a single official home video release, in a long out-of-print collection called Mickey Mouse in Living Color, Volume Tw0. Surprisingly, new merchandise for the film has surfaced over the years, usually overseas. When I was chatting with Bailey, he dashed off to retrieve some cool piece of merchandise that he had found. When I was talking to Beihold, he grabbed perhaps the most infamous piece of merchandise: a “Runaway Brain” crew jacket.

Deja recalls the one time a crewmember wore the jacket to Disneyland Paris: “There was this woman in the store on Main Street, who was so upset because she thought this was a counterfeit jacket. And she almost chased the guy out of the store and yelled at him. ‘How can you wear something like this at Disneyland? This shouldn’t be legal!’ I was actually kind of touched by it because she thought that Mickey should be protected, from her point of view.” Bailey says the company had a similar corporate line; at least one other crew member was reprimanded for wearing a “Runaway Brain” shirt in public.

Biehold says he heard from his wife, who later joined Disney Animation, that “Runaway Brain” was used internally as “an example of what not to do.” Gavin refutes the idea that it is being purposefully buried. “I don’t think it has a bad rap. It hasn’t been out enough to have a rap,” she says. But after 25 years of cinematic incarceration, the short has certain aura of maliciousness to its unavailability, especially for a film that, unlike Song of the South, doesn’t feature any grossly outdated stereotypes or questionable material.

Shortly before publishing this story, a source told me that the company does what it can to keep “Runaway Brain” hidden and out of sight. For a film of startling artistry and a unique sensibility to basically not exist is a bit sad. In doing so, Disney risks turning a charming, wonderful short into something of a monster legend.