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Things I Almost Remember: Anastasia, Once Upon a December

If there is one thing I personally remember with the searing intensity of a thousand flaming suns a good 25 years later, it is certainly the infinite earworm of “Once Upon a December.” That lilting waltz, the central leitmotif of the Fox Animation Studios’ 1997 hit Anastasia, played in my house hundreds of times as a lullaby for my then-four-year-old daughter, who loved the film on DVD. A connective tissue linking the film’s central relationship and its amnesiac theme, its simple lyrics mask what was a complex production and a deeply weird film. Anastasia was one of hand-drawn animation’s last triumphs, but its box office mojo did not foretell of future success for the studio or the style. Twenty-five years later, it might be best seen as one of the last gasps of a style soon gone obsolete.

Many might misremember Anastasia as one of Disney’s highly success Princess franchise entrants, alongside Snow White, Sleeping Beauty, and Cinderella. But the film’s production never involved Disney and was instead produced and directed by noted Disney defector and competitor Don Bluth along with Gary Goldman. Bluth, a former Disney animator, split with the studio in 1979 to make films like The Land Before Time, An American Tail, and All Dogs Go to Heaven. Anastasia was the first film produced by Fox Animation Studios, the short-lived, Phoenix-based production studio co-led by Bluth and designed to go toe-to-toe with Disney.

Image from Anastasia: Anastasia, wearing a gown and tiara, with her grandmother Marie

Liberally—some might say boldly—Anastasia would borrow much of what Disney had made successful. A young woman lives in poverty only to discover the magic possibility of life as a princess. Her prince, disguised or enslaved, awaits her love. Anthropomorphized companion animals serve as charming helpers and guides. Evil crones and wizards delay the quest. Individual and ensemble musical numbers chart narrative progress, and multidimensional hand-drawn animation isolates two-dimensional characters from their more three-dimensional backgrounds. And at the finale, a happy ending brings the princess into her rightful domain alongside her handsome prince. Even in the progressivist 1990s, Disney earned some of its greatest successes by evolving the princess formula from those earlier classics to The Little Mermaid (1989), Beauty and the Beast (1991), Aladdin (1992), and Pocahontas (1995).

Bluth took on what would become Anastasia as both an imitation of Disney’s highly successful formula and as a direct challenge to it. His own tendencies were probably aligned more closely with the traumatic weirdness of the Grimm tales Disney tamed than with the family-friendly values of the production studio itself. (Remember, the Grimms concluded Snow White not with marital domestic bliss but with the evil queen forced to dance to her death in coal-hot shoes.) Bluth’s Land Before Time necessitated dozens of cuts before executive producer Steven Spielberg was satisfied it wouldn’t leave kids crying and parents angry, and his All Dogs Go to Heaven deleted a terrifying  vision of hell.

For story material, Bluth and partner Gary Goldman looked to existing Fox properties, including My Fair Lady, which suggested the possibility of a Pygmalion tale, before settling on the 1955 Fox film Anastasia, which he planned to wed with elements of My Fair Lady in an adult-oriented, non-musical animated film full of political intrigue. Needless to say, that particular plan did not come to fruition. The 1955 Anastasia, a comeback Academy-Award-winning vehicle for Ingrid Bergman, was itself an adaptation of a stageplay, one inspired by the story of one of many Anastasia impostors: following the July 1918 murder of the Imperial Romanov family, Anastasia Nikolaevna Romanova, the youngest daughter of then-ruler Tsar Nicholas II and his wife Tsarina Alexandra Feodorovna, was rumored to have escaped, and several women–most famously among them Anna Anderson—claimed themselves to be the long-lost Duchess. Hers was a story known across the world.

While that basic narrative alone was more than sufficient to inform the 1955 film, along the way Bluth’s production veered more and more towards the Disney formula. It became a musical, with composer David Newman penning the songs. It leaned into the fiction that the Duchess’ survival was indeed genuine—a plot point on which the earlier film was silent. It added a cute puppy to make googly eyes and whimpering sounds at key moments in the plot. It introduced Grigori Rasputin as its villain, an evil undead wizard whose decomposing body was comically prone to losing key appendages. And, almost as if it were a perverse lampoon of Disney’s anthropomorphized animal characters, it gave evil-wizard Rasputin his own a chiropteran sidekick-with-a-conscience: the albino bat minion, Bartok.

Image from Anastasia: Bartok, the albino bat minion

Vocal talent extraordinaire Hank Azaria, the voice behind dozens of Simpsons characters, played the albino bat minion (a phrase I just had to utter twice). The cast is loaded with such talent, including Bernadette Peters, Kelsey Grammer, Angela Lansbury, Kirsten Dunst, and Christopher Lloyd as Rasputin, whose villain gets an awesome number of his own, “In the Dark of the Night” (performed by Jim Cummings in an uncanny imitation of Lloyd). John Cusack, who admitted he couldn’t sing, was cast as Dmitri, the romantic lead, and Meg Ryan, then “America’s Sweetheart” and queen of rom-coms, as Anya, the amnesiac orphan peasant who learns of her true heritage as Anastasia, the Grand Duchess of Russia. Like Cusack, Ryan’s voice was dubbed for the musical numbers, hers by Liz Calloway, who had impressed the producers in her auditions even before Ryan was cast. Aside from “Once Upon a December,” Calloway contributed the film’s Oscar-nominated version of “Journey to the Past”; then still a teen, Aaliyah performed the end-credits version released as a single and on the following year’s Academy Awards ceremony, where it could not upset the Titanic juggernaut.

Anastasia‘s narrative is rooted in historical fact, at least for the first few minutes. It begins in 1916, at a ball in Petrograd celebrating the Romanov family’s tricentennial, as the Dowager Empress Marie (Lansbury) gifts her eight-year-old granddaughter Anastasia (the younger version voiced by Dunst) a music box that plays “Once Upon a December” and a necklace inscribed “Together in Paris.” The wicked Rasputin returns from exile to disrupt the gala, initiating a revolution from which only Marie and Anastasia, thanks to the help of an unknown servant boy, narrowly escape with their lives. But just as the two board a train to Paris, Anastasia falls and misses the train; her grandmother can only watch in horror as the train continues its journey.

That fall and its blunt force trauma, we are given to understand, have led to a severe case of retrograde amnesia. Ten years later, an eighteen-year-old woman who knows herself only as “Anya” and who cannot remember her past leaves her orphanage to search for her family. Soon she encounters the conman Dmitri (Cusack) and his co-conspirator (Grammer), eager to find a woman they can pass off as the long-missing Grand Duchess Anastasia: the Dowager Marie has offered a ten-million-ruble reward. The plot thickens as Anya struggles to recall her identity; as she, Dmitri, and Vlad begin to suspect she may indeed be the real Anastasia; and as Rasputin, who had drowned in pursuit of Anastasia and Marie as they escaped, re-animates himself with the help of a magical reliquary and his albino bat minion (!) Bartok and threatens Anastasia and her friends.

As a plot device, trauma-induced amnesia was every bit as hoary a cliché in 1997 as it is today. But storytellers can’t resist it, and even though retrograde amnesia can follow as a consequence, for Anya/Anastasia to have suffered no other apparent injury other than memory loss is at best a convenient fiction. The storyline, though, works well, based as it is on the slim thread of hope that somehow the real Anastasia might indeed have survived execution and on the effective use of “Once Upon a December” as leitmotif: it’s played diegetically at the tricentennial ball, it’s played in the music box, its simple melody haunts Anya’s memories (she sings it, in full, in an abandoned mansion), and it swells majestically at several key moments when she and her grandmother reunite or the first time in a decade. Its lyrics simply and perfectly encapsulate Anya’s quest to recall her youth and true identity:

Far away,
Long ago,
Glowing dim as an ember,
Things my heart
Used to know
Things it yearns to remember

Several of the set pieces are on a par with any action film and imbue the narrative with a genuine sense of danger. The film was rated G for general audiences, but its depictions of peril are well beyond “mild” and in some cases truly traumatizing. The limbo Rasputin escapes and the effects of his magical reliquary evoke a surrealist, dreamlike effect. The film’s backdrops, across which a multiplane camera swoops and glides, are epic in scope, tracking like a latter-day David Lean dolly-shot crossing snowy, Dr. Zhivago-esque landscapes.

Anya in the snow

For all the brilliance of Bluth’s animation in the backgrounds, landscapes, action sequences, and surrealist moments, Anastasia‘s odd mix of CGI and rotoscoping its main characters with a traditionalist approach to hand-drawn, two-dimensional figures looks even odder in retrospect today than it did in 1997. Ryan’s character, the putative princess, hardly looks like the same person in some scenes, her facial structure and features pulling and stretching as she sings and emotes. Were it not for her clothes and her hair (which changes length, oddly, in some scenes) it would be difficult to know she is supposed to be the same person at times, and even her height seems to vary from being petite to Dmitri’s equal.

Image from Anastasia: Vladimir, Dmitri, and Anya

Anya would survive Rasputin’s threats to reunite with her grandmother and recall her true heritage as a Romanov, and Dmitri would reject the Dowager’s reward for a chance at romance with the true Anastasia. The film’s happy ending was mirrored at the box office, where it took in over $180 million worldwide—Bluth’s greatest commercial success by far—and to solid reviews, to boot. Disney, perhaps fearing that Bluth’s approximation of their formula might dint its own prospects, refused to air advertisements for the film on Wonderful World of Disney and immediately scheduled a second theatrical release of The Little Mermaid the weekend following Anastasia’s wide release.

The success of Anastasia did not, however, take Bluth’s Fox Animation Studios to a true rivalry with Disney. The failure of their follow-up, Titan A.E., essentially closed down the short-lived studio’s doors. Disney, meanwhile, continued its run of hand-drawn Princess tales for a few years, but the age of computer-generated imagery was already underway: between it, upstart Pixar, and rival Dreamworks, most animated features in the future would become computer-generated, and the largely hand-drawn style of Anastasia would soon become the dated relic of an obsolete past.

Anastasia entertained and comforted with a winning tale of reclaiming one’s rightful heritage, but the tale it told was purely a fiction. Indeed, it was a fiction based on a fiction based on a fiction with some small basis in fact. The true story of the Grand Duchess’ fate was more gruesome—and hardly a tale fit for any children’s animation. The most famous of all the pretenders to the Romanov throne, Anna Anderson, was eventually proved via DNA an impostor. And the Grand Duchess herself, history has since concluded, certainly did not escape the Bolshevik revolution. She was assassinated, along with the other members of her family, in 1918. There was for the real Anastasia no dramatic escape, no amnesia, and no triumphant return.

With its superficial similarity to Disney Princess films and its later appearance on the Disney+ streaming service (and then again pulled from it!), Anastasia was to become one of those films you “almost remember.” That phrase, from the lyrical leitmotif connecting the film’s narrative and thematic threads, describes well Anastasia itself: a film that is not Disney but much like it, a film that is entirely fictional but based in fact, a film that earned some considerable success before fading in the winds of history, glowing dim as the proverbial ember.

Written by J Paul Johnson

J Paul Johnson is Publisher of Film Obsessive. A professor emeritus of film studies and an avid cinephile, collector, and curator, his interests range from classical Hollywood melodrama and genre films to world and independent cinemas and documentary.


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  1. It’s a brilliant film. Both of my daughters were obsessed from the day I took them to a pre-release screening, to the purchase of the VHS and multiple viewings that almost wore the tape out. The songs are great, and the voice actors and their singing counterparts perfectly cast. Some of the set pieces are remarkably shot and choreographed – the ghostly waltzers in the deserted ballroom, the infiltration of Anya’s dream on board the storm-tossed ship, the fiery train wreck – vivid to this day. The later stage musical version unwisely added some average songs and heavy-handed political commentary, while excising the supernatural elements (and the Rasputin and Bartok characters!), consequently removing much of the fun. Although churlish, I can understand Disney’s actions, not wanting to give a leg up to a competitor, but it’s the equal of their contemporary output.

    • Thank you for reading 25YL/Film Obsessive, Mark. I agree there the film has a lot going for it, strange as it is in some ways. My older daughter was totally hooked on it. I never saw the musical, but it sounds a little tame in comparison. I’d love to see the losing-body-parts sight gags during Rasputin’s numbers done live-action, though!

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