How 'The Little Mermaid' 2023 changed songs from original film

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Alan Menken recalls working on “The Little Mermaid” as “a constant miracle.” He and lyricist Howard Ashman were still flying high from the screen adaptation of their eccentric stage show “Little Shop of Horrors,” and they were re-teaming to write music for a new film.

“What are these two off-Broadway songwriters doing at Disney? We were in Glendale — not even on the main lot — in these little warehouses that had been converted for work on animation, looking at the storyboards and giving details to the animators about what we think the structure of the story should be. There was a hunger for what it was — a return to Disney animation, and to movie musicals — and we were given a great deal of leeway to really create.”

Released in 1989, “The Little Mermaid” is largely credited for kicking off the Disney renaissance, a streak of acclaimed animated musicals that included “Beauty and the Beast,” “The Lion King” and numerous others. The movie was a box-office hit and won two Academy Awards for its musical components: original score (also by Menken) and original song (“Under the Sea,” over fellow nominee “Kiss the Girl”).

“Impudent, grandiose, a multilevel crowd-pleaser,” wrote Michael Wilmington in The Times’ review. “[It] almost returns the Disney animated features to their glory traditions of the ‘30s and ‘40s.”

That meant making a live-action version of the beloved classic — starring Halle Bailey as Ariel, the undersea princess who trades her voice for a pair of legs and the chance at love on land — required great care, especially when it came to presenting the legendary music.

“People love these songs so much,” said producer John DeLuca. “We didn’t go so far as to be sacrilegious against them and do crazy things. We know that sometimes, you can overdo it when you try to beef it up. We’re trying to honor that, and then let it breathe in a live-action context.”

With the help of a renowned dance company, an 86-person orchestra and a well-traveled percussionist, the new movie manages to elevate the cherished compositions into musical numbers that are aurally sumptuous and visually spectacular, whether set underwater or above it. Here’s how they pulled it off.

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“Part of Your World”

“Howard told the animators very directly: This is the ‘I want’ song, that classic moment where the audience gets emotionally attached to your protagonist,” Menken said of the scene in which the mermaid dreams for experiences above water. “Ariel is in this extraordinary place and a unique situation, but in Howard’s hands, she’s just a normal teenage girl who wants something.” Menken composed the song “to almost reach the apex of the dream and then fall back down to Earth. It’s pure musical drama.”

Ashman coached Jodi Benson through the recording of the now-iconic ballad, which was nearly cut from the movie when Disney‘s then-studio head Jeffrey Katzenberg worried it’d bore younger viewers. “She was the blueprint — I forever have to credit her for laying this beautiful foundation that can never be topped because, to be honest, it’s perfect,” said Bailey of Benson’s original version. “I went into it saying, ‘I have to be up to par.’ And then I tried to give myself creative freedom to not get locked into the version that we’ve all heard.”

Bailey first performed “Part of Your World” during her audition with director Rob Marshall, who asked her to extend the song’s final crescendo. “I wanted to see how high she could belt, so we just had her go up note by note, and it was just so beautiful, we knew it had to stay in the song,” he said. “In that moment, you can feel the depth of Ariel’s yearning.”

Bailey’s emotional take is backed by an 86-piece orchestra, complete with a particularly large string section that swells at just the right times. “The arrangement starts small and grows to become so full and lush at that climactic moment,” said Mike Higham, the movie’s music supervisor and music producer.

Surprisingly, Bailey’s vocal on the reprise “is actually the scratch vocal that she recorded quickly on a freezing cold day, after doing stunt rehearsals and being thrown around on wires for 13 hours,” said Higham. “We ended up using that demo in the movie because there was something hugely emotional about it and it just couldn’t be beaten.” Lin-Manuel Miranda then wrote lyrics for the second, more heartbreaking reprise that’s new to this movie.

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“Under the Sea”

Originally performed by Sam Wright, the Oscar-winning song about the joys of staying away from the surface is a “rousing calypso,” wrote Wilmington in The Times’ review of the 1989 film. “Starting like a little joke ballad scored to bone-bouncy steel drums, it quickly builds into a fine frenzy, the background whipped up with scads of sea creatures singing, pounding and tail-flipping against shifting backgrounds of green, blue, purple and sizzling red.”

Menken recalled that he and Ashman “toyed with making this a reggae number because reggae was becoming very big at the time, but Sebastian is not really reggae. He’s more of a Trinidadian gentleman who wants respect. It’s more out of the world of Harry Belafonte.” And the number sounds like a party because “it’s almost like the lyrics are percussion, it’s very rhythmically infectious. Everything is so specific, there’s not a single wasted word.”

The new rendition echoes that energy with “layers and layers of congas, bongos, triangles, detuned timpani and, like, six different shakers,” said Higham, who drew from percussionist Paul Clarvis’ vast collection of global instruments. And instead of conducting an underwater band, Sebastian (played by Daveed Diggs) now kicks off a massive dance party, complete with toe-tapping sea turtles, spinning mimic octopuses, waving flatworms and ascending luminescent jellyfish.

“When Walt Disney was making ‘Fantasia,’ he did that whole Nutcracker Suite by bringing the Ballets Russes to Anaheim, and his animators watched how their bodies moved to create all these dance steps for the flowers and mushrooms and snowflakes,” said Marshall. This time, the Alvin Ailey American Dance Theater worked with choreographers Joey Pizzi and Tara Nicole Hughes to embody “sea creatures that we felt could lend themselves to dance, and then our CGI animators watched their bodies to create the fishes’ movements.”

Times critic Justin Chang calls it “the movie’s most rousing number” in his review of the live-action remake: “Presented as a coral-reef explosion of color and aquatic wildlife that almost approaches the original’s surreal, kaleidoscopic grandeur, it’s a bouillabaisse that Busby Berkeley would be proud of.” It’s all so fun that, unlike in the animated movie, Ariel doesn’t secretly leave in the middle of the song, but instead sings with Sebastian throughout the latter choruses.

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“Poor Unfortunate Souls”

The animated Ursula, voiced by Pat Carroll, “is not only flashy and flamboyant but also understands the power of transformation and performance — as well as ‘body language’ and a woman’s voice,” observed Times staff writer Tracy Brown. “She’s funny, oozes confidence and, in her own way, plots against the traditions of the establishment. She’s easily one of the most charismatic characters in the movie, even if she is evil.”

Inspired by the famed drag performer Divine and the Bertolt Brecht-Kurt Weill style of cabaret, Menken and Ashman wrote “Poor Unfortunate Souls” as part seduction, part social commentary and part scolding of Ariel to give up her voice for three days on land. “It’s a celebration of [Ursula’s] slyness, her style, and how crafty and deliciously manipulative she is,” said Menken. “It’s good to be afraid of her, but she’s also a villain Howard definitely had a lot of respect for.”

In the new version, the orchestra accented Ursula’s verses with a resonant cimbalom, spooky woodwind chords and a booming church organ. “We play it soft and mysterious when she’s just trying to draw Ariel in, and then, by the time she gets to the big spell, it’s like all hell breaks loose,” said Higham of the scaled-up arrangement. Meanwhile, Melissa McCarthy “gave us that full range, from humorous to scary to deeply hurt and out for revenge,” said Marshall. “She’s not a singer, but she was fearless and she just went for the big notes.”

The live-action film sees Ursula traversing her dark, fire-laden lair with the same strong, smooth and sometimes sudden movements of real-life cephalopods. “We wanted her to have that slithery sexiness, but also the intimidating, scary part of an octopus, where you don’t know when she’s gonna pop in front of you, or where those tentacles are going to be next,” said DeLuca of McCarthy, who rehearsed and filmed the sequence with each of her tentacles connected to a stunt performer. “They had to be an extension of her but also like they each had a life of their own, going for potions or wrapping around Ariel’s neck.”

The latter verse, in which Ursula explains men’s preference for quieter women, has been swapped for dialogue in which Ursula outlines Ariel’s underwater fate. “Ursula repeats what Ariel’s father said about never leaving again, and that realization of how trapped she is pushes her toward the deal,” said Marshall. “That felt better for the shape of this movie. That extra section of how women don’t need to speak and all that stuff — we thought, ‘You know what? We don’t need it.’”

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“Kiss the Girl”

The concept of the romantic Oscar-nominated song — an attempt to encourage Prince Eric to kiss Ariel and break Ursula’s spell — is “a variation on that typical R&B feel, except that Sebastian is conducting an orchestra of natural sounds,” explained Menken. “It’s the directness and simplicity of the intention that makes it so charmingly disarming.”

The mandate was tricky for the new movie, which re-creates the memorable sequence with noted audible detail. “Rob wanted it to really feel like those first sounds were coming from Sebastian hitting the bamboo, so I cut up some bamboo and tried hitting it in the studio, but it wasn’t working,” said Higham. “We ended up recording every note of a thumb piano, and only every eighth pluck of it sounded great.” And the “strings” that follow? “That’s actually 40 violin players playing their bow really, really close to the bridge to sound like satellite insects.”

Because Ursula made sure that Ariel can’t remember that she has to kiss Eric, Sebastian is joined by Scuttle and Flounder (played by Awkwafina and Jacob Tremblay, respectively) in a team effort. “This motley crew try so hard to stage-manage this moment together because they love her so much and want her to succeed, and it’s just so sweet,” explained Marshall. As the trio strongly suggests Eric make a move — with consent, thanks to a few revised lyrics by Miranda — they also make jokes while harmonizing on the oar of the rowboat.

Menken hopes the new musical sequences reintroduce Ashman’s lyrics to audiences, though the moment is a bittersweet one. “This is the only one of the animated movies that Howard actually saw,” he said of Ashman, who died in 1991, before their subsequent collaborations, “Beauty and the Beast” and “Aladdin,” were finished.

“It’s impossible for me to listen to ‘Part of Your World’ without feeling an ache, as well as a love and total appreciation of Howard Ashman. He’s the touchstone of what’s best in all of us.”

‘The Little Mermaid’

Rating: PG, for action/peril and some scary images

Running time: 2 hours, 15 minutes

Playing: Starts May 26 in general release

How ‘The Little Mermaid’ changed the original’s songs — without being ‘sacrilegious’

“Part of Your World”

“Under the Sea”

“Poor Unfortunate Souls”

“Kiss the Girl”

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