There’s a scene in “The Rocketeer,” Disney’s big budget would-be blockbuster from the summer of 1991, that ranks among the most profoundly strange and transfixing moments in the studio’s storied history.
The scene, which takes place in 1938, unfolds right before the movie’s big, fiery climax at L.A.’s Griffith Observatory. Our hero, L.A. stunt pilot-turned-makeshift-superhero Cliff Secord (Billy Campbell) is in the office of Howard Hughes (a perfectly cast Terry O’Quinn). Hughes, it turns out, is the inventor of an experimental rocket pack that Secord has happened upon and utilized in a series of exciting action sequences. The FBI is there too. Hughes wants his rocket back, stressing how potentially dangerous it is, especially if it fell into the wrong hands. Secord wants to keep it.
To underline his point, Hughes shows Secord a film. “Keep watching, kid. It cost a man’s life to get this out of Germany,” Hughes remarks. It’s an animated propaganda film, showing the Nazi plan for the rocket pack. Fascism spreads across the globe. “Rocket-borne assault troops advanced on Washington, D.C.,” reads the official novelization by Peter David. “As the Capitol burned, searing flames leapt up to engulf a proud federal eagle. The symbol melted like wax, and then re-formed into a Nazi eagle.”
This strange passage in Disney’s history has long been unexplored. TheWrap spoke to the filmmakers behind the film and the animators of this Nazi sequence about how an animated interlude featuring flying stormtroopers was being drawn at the same time as Walt Disney Animation was redefining itself as a prestigious (and very family-friendly) powerhouse.
“I went over and met with Joe (Johnston, the director) and he just explained to me what the sequence was, just a short little one-minute, two-minute type thing to tell this little story. And I think that’s how it got started,” animator Mark Dindal told TheWrap.
The fact that the carnage is animated in velvety black and white makes the scene even weirder and more disturbing. Even if you’ve only seen the film once, maybe in the theater as a kid or when it aired as part of “The Magical World of Disney” in 1994 or while toggling through Disney+ looking for something to watch, chances are you still remember this moment. It’s that indelible. “The Rocketeer’s” animated Nazi propaganda sequence also stands, in a movie often beset by corporate interference, budgetary cutbacks and creative second-guessing, as an uncompromised artistic triumph. All 45 seconds of it.
A Bumpy Takeoff
“The Rocketeer” began life in 1982 as an independent comic by writer and illustrator Dave Stevens. First relegated as a “backup title” in the last pages of “Starslayer” for Pacific Comics, the series had a small but devoted cult following. Stevens was keenly interested in aviation, pulp adventure stories, and pin-up girls, all of which gelled magnificently in the pages of “The Rocketeer.” Characters said stuff like “I think yer loony for keepin’ this thing” and unlike in the final movie, Cliff’s girlfriend wasn’t an adorable ingenue trying to make it in Hollywood but a sultry pinup girl who takes nude photos and was clearly an amalgamation of kitsch icon Betty Page and Stevens’ wife at the time, actress Charlene Brinkman (also known as Brinke Stevens, star of exploitation movies like “Sorority Babes in the Slimeball Bowl-O-Rama”).
In 1985, while searching for potential material to either adapt or rip off at Hollywood comic shop Golden Apple, screenwriters Danny Bilson and Paul DeMeo (who passed away in 2018) read and fell in love with “The Rocketeer.” At the time, Bilson and DeMeo were known for their high-concept, low-budget screenplays for movies like “Eliminators” and “Arena,” produced on the cheap for schlock pioneer Charles Band. “The Rocketeer” was right up their alley. They had found out that Steve Miner, the director of “House” (and later the somewhat “Rocketeer”-ish “Forever Young”) had optioned the book but that the option was about to expire.
They arranged for Stevens to see a rough cut of their upcoming film “Zone Troopers,” a charming sci-fi film about World War II soldiers that happen upon an alien spaceship that shares much of its DNA with “The Rocketeer.” (Bilson directed, DeMeo produced and they both wrote the screen.) Stevens was impressed by “Zone Troopers” and Bilson and DeMeo’s idea to somehow insert Rondo Hatton, an acromegalic actor from the ’30s and ’40s whose exaggerated facial features led to a memorable role as “The Creeper” in several horror films, into the “Rocketeer” narrative as a major villain. “We were on the same page on old movies, B-movies from the ’40s,” Bilson said. Stevens agreed to work with the writers to bring “The Rocketeer” to the big screen and didn’t even charge them a fee to option the property. “There was no option money exchanged,” Bilson said. It was all for the love of “The Rocketeer.”
The efforts to transform “The Rocketeer” from cult comics curiosity to big screen hero ultimately took much longer than anybody expected. Initially Bilson, DeMeo and Stevens worked with director William Dear on the adaptation (Bilson remembers visiting the set of his Bigfoot comedy “Harry and the Hendersons” while working on the script). Dear has a “story by” credit on the final film.
When Walt Disney Pictures purchased the project for its more mature Touchstone Pictures label, executives handed it to Joe Johnston. Johnston was already a celebrated storyboard artist and effects technician; he had designed Boba Fett for “The Empire Strikes Back,” worked extensively with George Lucas’ Industrial Light & Magic and had the technical chops to wrangle such a potentially cumbersome production. He was also coming off of directing “Honey, I Shrunk the Kids” for Disney, where he served as a last-minute replacement for original director Stuart Gordon. “Honey, I Shrunk the Kids” was, at the time, a rare live-action Disney box office success. “They wanted to bet on Joe. That’s what I remember,” Bilson said. “It felt like a business thing.”
Johnston, an aviation nut, wanted to make a movie of his own from the ground up. By his own estimation, Johnston “threw out” the Dear version of the script and began anew. “I told Stevens before we started that I wanted it to look like a hand-tinted postcard from ’30s Los Angeles,” Johnston remembered. And in Bilson and DeMeo, he had the perfect partners.
When it comes to the animated sequence, Johnston can’t remember if it was a part of the initial Bilson and DeMeo script. (In the November 1991 issue of visual effects trade magazine Cinefex, Johnston simply states that it was “in the script.”) Bilson can’t remember either. “You’ve hit me with a tough one,” Bilson said. “And there were a lot of drafts.”
The screenplay for “The Rocketeer” was worked on by several high-profile screenwriters who came aboard, contributed a draft and then moved on, a group journalist Peter Bart referred to at the time as fender-and-body boys. (Among them: “Stakeout” screenwriter and Disney favorite Jim Kouf, who according to Bilson provided the “big gopher” joke, and a pre-“Shawshank Redemption” Frank Darabont, who was an art director years before on Bilson and DeMeo’s cult 1984 feature “Trancers.”) “They weren’t as true to Dave Stevens’ comic,” Johnston said of the other drafts. Bilson and DeMeo were summoned again. “Unlike a lot of movies at Disney at the time, we were brought back on after we were rewritten a couple of times. We were the first and last writers on ‘The Rocketeer’,” Bilson said.
One thing’s for sure – the animated propaganda film sequence wasn’t in the original comic book, as in the first few issues characters assume that Howard Hughes built the rocket pack but it’s later suggested that the actual creator was pulp hero Doc Savage, the “Man of Bronze” mainly written by Lester Dent, who first appeared in 1933 and was adapted into a marginal, George Pal-produced feature in 1975.
By all accounts, the production of “The Rocketeer” was fraught if not an outright nightmare. Johnston was constantly monitored by studio executives, who would hover over him on set. A shouting match between the director and executives led to several action sequences, including an extended climax set in the desert, getting severely shortened or removed altogether — which Johnston described as a vindictive act of reprisal. Disney head Michael Eisner wanted the sleek, art deco helmet from the comic books replaced with a modern, NASA-style helmet (Jeffrey Katzenberg intervened and the iconic helmet stayed).
There were also questions about content and a general squeamishness about what the studio felt was too sexy or violent, especially as the movie went shifted from Touchstone to become a Disney movie (a transition many in the production disliked but one that Bilson and DeMeo embraced). “If you work for Disney, you have to know that they have these rules and practices that you’re going to have to live by,” Johnston said. “You might not know what they are until you deliver the rough cut. But you know that it’s going to be fairly restrictive about things.” Bilson and DeMeo were bombarded with studio suggestions of nebulous origin. “I remember asking, ‘Is this Katzenberg’s note? Is this Eisner’s note?’ We were trying to prioritize,” Bilson said. “I wasn’t angry at the notes.”
Additional speed bumps presented themselves.
Disney’s costly “Dick Tracy,” a somewhat aesthetically similar pulp throwback, opened while “The Rocketeer” was in production and bombed spectacularly. That failure inspired Katzenberg to write a widely circulated internal memo in early 1991 about everything the studio did wrong when it came to “Dick Tracy.” The irony was that the studio was in the middle of making a movie that, at least superficially, was a lot like “Dick Tracy.” “It was too late to say, ‘Do we really want to make another period piece of this kind of thing?’” Johnston said.
There was also a horrific on-set accident that seriously injured two members of the stunt team and a special effects mishap that led Industrial Light and Magic to have to rebuild the zeppelin for the film’s climax twice. Bilson, who is extremely proud of the finished movie, still describes the production as generally “unhappy.” “It was hard in the sense that we always had a lot of moving pieces,” Johnston said. “We had a budget we didn’t quite deliver on, largely due to things that went wrong that we didn’t have control over.” Also, Johnston added: “At the time, there was a lot of monitoring.”
If there was a “happy” element of the production, one that was largely free of ego or studio interference, it was the making of the animated sequence. The one filled with all of those Nazis.
Taking Inspiration From “The Most Unusual Feature Film Walt Disney Ever Made”
Johnston loved the idea of an animated sequence and how it could serve as a visually dynamic, economic way of getting a lot of story across to the audience in an entertaining, easily digestible way. “It tells this story in capsule form in a way that you can understand it,” Johnston said. And while it makes perfect sense that Walt Disney Animation would handle the sequence, it was far from a sure thing.
At the time, Walt Disney Feature Animation, as it was then known, was in a fascinating place. 1984’s “The Black Cauldron” was an undoubted low point in the history of the division, a hugely expensive flop marked by a tortured production that saw the studio’s old guard animators complain about new recruits openly in the New York Times. For new executives Eisner and Katzenberg, animation was once again a priority, and the sparkle started to return. But those early years were wobbly. Director Robert Zemeckis and producer Steven Spielberg were so unsure of Disney Animation’s prowess at the time that they handed a large portion of the animation for “Who Framed Roger Rabbit” to Richard Williams, an enigmatic, wizardly Canadian animator, and his small team in London.
“The Little Mermaid,” released the year after “Roger Rabbit” (and a year before production of “The Rocketeer’s” sequence), was a huge smash – a creative and financial triumph that signaled the beginning of what many refer to as the Disney Renaissance that would see films like “Beauty and the Beast,” “Aladdin” and “The Lion King” follow.
When “The Rocketeer” opportunity came up, Walt Disney Animation handled it themselves. The division had provided effects for live-action Disney movies in the past, most notably “Mary Poppins” and most recently (at the time) 1985’s sci-fi high school comedy “My Science Project.” The request went through Disney Animation president Peter Schneider’s office and a brief search was made for a small group of animators who had found themselves between projects and who could handle the request. (Schneider said he has no memory of this project.)
Mark Dindal, a young filmmaker with the studio who had just completed work as the head effects animator on “The Rescuers Down Under” and who had expressed some interest in directing, was chosen to helm the project. Jim Beihold, who had just worked on “The Little Mermaid” and some of the “Roger Rabbit” shorts (now produced solely by Walt Disney Animation) was responsible for layouts and Phil Phillipson, who contributed to “Beauty and the Beast” around the same time, handled backgrounds. That was the entire team that made up the “Nazi Animation” unit (as it’s described in the credits). Perhaps unsurprisingly, none of them saw a script either, lending even more mystery to which screenwriter added the sequence (or whether it was in the script at all).
Dindal felt an immediate kinship with Johnston due to their shared effects background. Johnston first tasked Dindal with designing the evil Nazi rocketeer character. Dindal designed at least a dozen versions of the character and brought them to Johnston’s trailer on the Disney backlot. “He sat down, laid them out all on the floor as I remember and just looked over all of them and then he picked up two and took out his scissors, cut one part of one and put it on top of the other and he goes, ‘There, that’s it. I like that.’” The whole thing, Dindal said, took less than 15 minutes. There was no committee; no executives weighed in. There was no “monitoring.” Dindal went back to his desk and combined the designs in the way Johnston had suggested and that was the final design of the character.
“When I was talking to Mark about it, I had some ideas,” Johnston remembered. “One thing I wanted to make sure he included was the American eagle turning into the Nazi eagle as the tag of the thing because I thought that was a powerful image and would let our characters react to that. But besides that, I gave him a lot of freedom in how he was going to tell the story.” He was right. The eagle transition is one of the most memorable moments in an animated interlude almost exclusively filled with memorable moments.
For inspiration for the sequence, the team looked at Frank Capra’s multipart “Why We Fight” and Ward Kimball’s “Mars and Beyond,” which ran as part of the “Disneyland” TV series. But there was one influence that loomed above the project more than any other. “At some point I had seen some animated propaganda film,” Johnston said. “It could have been one of those Donald Duck propaganda cartoons.” While he didn’t single it out by name, it was undoubtedly 1943’s astonishing “Victory Through Air Power,” a mostly animated movie meant to bolster domestic support for the production and implementation of long-range bombers. (It was based on a bestselling book by Major Alexander P. de Seversky, who appears in the film.) “Victory Through Air Power” was described by Disney historian Leonard Maltin, in a long out-of-print DVD, as “the most unusual feature film Walt Disney ever made.”
Dindal, Beihold and Phillipson all confirm that “Victory Through Air Power” was a major influence and you can see it throughout the sequence in “The Rocketeer” – the way that the arrow crosses from Europe to America mirrors a moment in the 1943 film where its being explained how Axis powers are spreading their dominion across the continent. According to the biography by Neal Gabler, Walt Disney himself was dazzled by the visual storytelling possibilities of translating “Victory Through Air Power” into animation, particularly a climactic fight between an eagle, representing America, and an octopus, representing the enemy.
“Victory Through Air Power” is a hugely important film in the history of Disney Animation, and one that had a profound effect on the actual war. According to Maltin, Winston Churchill adored the film and when he flew to Quebec to attend an Allied conference, he couldn’t believe that President Franklin D. Roosevelt hadn’t seen the film yet. He prodded the president until Roosevelt agreed to watch. Walt Disney later told H.C. Potter, the director of the live-action segments of the film, that Roosevelt agreed to commit to long-range bombers after finally watching “Victory Through Air Power.” But even if it played a part in changing the course of World War II, “Victory Through Air Power” has largely been locked away in the Disney Vault, aside from a brief section about the history of aviation that is still occasionally circulated. Still, this forbidden film proved invaluable to the “Rocketeer” animation team.
While the production of the “Rocketeer” sequence was abbreviated (most think it didn’t take longer than a couple of months, at the most), Dindal made it a point to visit the Imagineering Research Library, usually utilized by Walt Disney Imagineering, the secretive group responsible for Disney theme park attractions. Dindal found folders of art from the era, including some from “Victory Through Air Power.” “I made a lot of Xeroxes of that stuff just to get a sense of the style that art direction of that whole era,” Dindal said. Biehold deadpanned: ”Disney didn’t make too many animated films promoting strategic bombing, but that was one and we tried to copy that style.”
At the same time as work progressed on the “Rocketeer” segment, Disney was investing heavily in a new project called CAPS — a computerized system, partially created by Pixar, that would revolutionize how animated features are put together. And while they had access to the new technology, the “Rocketeer” team decided to keep things old school.
“I really enjoyed the challenge of trying to make something that feels like it was of that time,” Dindal said. Phillipson used acrylic paints, which was perfect for creating the evocative, bombed-out backgrounds. “When you mix your acrylic base, there is no fading, there is no bleed or anything like that, that you get with gouache or tempura, but it’s just beautiful transparency,” Phillipson said.
The fidelity to the past did cause some confusion when the sequence made its way to the ink and paint department. “In the ink and paint department there was one woman who actually had worked on the war movies who was still there and not retired yet,” Dindal said. “She didn’t know about the film, and these cels come over her desk and I remember she called me asking me, ‘What is this? What’s going on here?’” Dindal calmly explained what they were for. Her temperature cooled.
The Nazi animation team didn’t have much of a budget, which didn’t matter to Dindal, who had been studying the production of “Dumbo,” which was made for under $1 million in 1941. He was fascinated by the opportunity to create something within a strictly limited framework. “I was really interested in how you could be economical but make choices that didn’t look cheap,” Dindal said. The final animation in “The Rocketeer” sequence is full of tricks and sleight of hand – the camera moves over static images to create the sensation of flight, transitions suggest additional animation when it’s really just changing from one unmoving background to another. The smallness and inexpensiveness of the production meant that there was very little oversight from the rest of Walt Disney Animation (Phillipson said “everyone was pretty self-absorbed” at the time). And Dindal only had a handful of meetings with Johnston. “Joe just had a very definite idea of how it should feel and what it should look like and really wanted it to feel like it was of that time,” Dindal said. It was a rare occasion, Dindal said, when he longed for more meetings.
And while the animated sequence, produced quickly and efficiently, zooms by on screen without a wasted second, there was actually an additional moment that didn’t make it into the final film: a German flying wing would have opened its cargo doors and Nazi stormtroopers, equipped with their own rocket packs, would stream out of the back of the plane. It was a powerful, dynamic moment that everybody on the team misses, and it nicely connects to Johnston’s career, past and future – Johnston designed the flying wing for the sequence in “Raiders of the Lost Ark” when Indiana Jones fights a bald Nazi strongman; and a flying wing features prominently in the climax of Johnston’s “Captain America: The First Avenger” as the plane Steve Rogers crashes into the icy waters to avoid global catastrophe. Dindal believes this moment was replaced by the arrow crossing over from Europe to America. Sadly, no footage or imagery from the flying wing scene has survived.
An Inauspicious Release and Warm Legacy
Ultimately, the postproduction and release of “The Rocketeer” wasn’t any easier than the rocky production. Johnston continued to battle the studio over content, including the number of Nazis machine-gunned to death during the climactic battle at Griffith Observatory. A planned “Roger Rabbit” short that was going to play in front of “The Rocketeer,” as one had in front of “Dick Tracy” the summer before, was canceled during production after Steven Spielberg became dissatisfied, his relationship with Disney becoming increasingly strained. The short was never completed or released.
There was also an incredibly confused and confusing marketing campaign that kept the spirit of the period intact but didn’t exactly help sell the movie. “The marketing campaign wasn’t all that great. I didn’t like the trailer. I didn’t like that there was one basic poster. It was gorgeous but it was the only piece of visual marketing that they used,” Johnston said. “I think they should have been more diverse in their advertisements.” Johnston even heard reports that, based on the illustrative, art deco poster that was released (and then reused over and over again), there were some who thought the movie was completely animated and stayed away.
Unlike the merchandise and promotional onslaught that accompanied “Dick Tracy” the summer before, there was relatively little in the way of consumer products or theme park activations, beyond the brief cameo of a man in a real-life rocket pack who hovered gently above the ground during a nighttime spectacular at the then just-opened Disney-MGM Studios in Florida, which was part of an elaborate backstory connected to that park and a deleted scene from the movie (it’s extremely convoluted). There was also a primetime television special (“The Rocketeer: Excitement in the Air,” hosted by Campbell) and a cup shaped like the Rocketeer’s helmet that you could get from participating Pizza Hut locations (filled, of course, with ice-cold Pepsi).
When “The Rocketeer” finally hit theaters, it wasn’t exactly a smash hit. It debuted to $9.6 million in fourth place for its opening weekend, an inauspicious launch but one that Disney execs claimed to be “thrilled” by. “We’ve got to be pleased with the way it’s performed, especially since it’s not a sequel and has no big-time stars,” said Dick Cook, then president of Disney’s Buena Vista Distribution unit, at the time. The movie ultimately took in $46 million on a $40 million budget.
The film was, however, warmly reviewed. Roger Ebert awarded it three stars and remarked, “Even when the special effects are elaborate, they seem old-fashioned.” And the team behind the animated Nazi sequence really was excited by the response. They saw the final version of their work at the wrap party and appreciated how perfectly the film (and their brief contribution) captured the tone and spirit of the period and of the original comic book.
Dindal also remembers that some of the reviews from the time singled out the animated sequence specifically. “There were like three or four where I found the magazine and Xeroxed and highlighted the section. I do remember having that,” Dindal said. He put the reviews in a large binder and would bring the binder out when being interviewed for jobs after “The Rocketeer.” Phillipson was hugely proud of his work but is hesitant to include it in his resume. “I would love to put this in my portfolio, but for obvious reasons, it probably wouldn’t go over that well,” Phillipson said. “But I’m very proud of that background that I painted.”
Bilson and DeMeo hung around Disney for a few more years, getting bumped to the company’s Hollywood Pictures division where they worked on things like “Motor City,” an early precursor to “Cars” that was at one point going to have a human cast (led by Michael Jackson) transforming into cars. They also sold a sequel to “Who Framed Roger Rabbit” that was a twist on “Singin’ in the Rain,” with a human actress with a terrible voice traveling to Toon Town to get a potion from the Evil Queen to make her voice sound better. (Their pitch for a “Rocketeer” sequel can be read in the comic books, with the run that saw Cliff traveling to New York City.)
Nothing they wrote for Disney in the subsequent years was ever produced. And Johnston admits that he was so burnt out dealing with the corporate politics that he couldn’t work for Disney again. At least for a while, anyway. After assisting on Disney’s troubled 2018 film “The Nutcracker and the Four Realms,” he’s now back at the Magic Kingdom, working on a legacy sequel to “Honey, I Shrunk the Kids,” starring Rick Moranis and Josh Gad and simply titled “Shrunk.” Dindal would stay at Disney, where he took over the animated film “Kingdom of the Sun,” eventually delivering the brilliant, subversive 2000 film “The Emperor’s New Groove.” He would also make 2005’s 3D-animated “Chicken Little” for the studio, one of Disney’s first in-house forays into feature-length computer animation.
Everyone who worked on “The Rocketeer” seems to understand how special it is and how highly people value it today. Johnston said that the project was referenced by Marvel Studios head Kevin Feige when he got the job for “Captain America: The First Avenger” and Bilson remembers doing a lecture at Imagineering, where he was working on a project that would ultimately become the precursor to Star Wars: Galaxy’s Edge, and then getting bombarded by questions about the film’s production. The animators still seem to be buzzing from the experience too. “I’m so happy that I got that opportunity,” Dindal said.
And Bilson was quick to point out the movie’s legacy as it relates to the film that beat “The Rocketeer” at the box office.
“Who is talking about ‘Robin Hood’ with Kevin Costner 30 years later?” Bilson said.
