There are many reasons—beyond the lack of original IP—for a studio to reinvent a classic film: updating it to better reflect our diverse world, introducing it to a whole new audience, invoking the nostalgia of those who love the original. But such revisions, as seen in the current iteration of The Little Mermaid, also pose a challenge: The new mechanisms—look at those hyper-realistic CGI animals—run the risk of falling ironically flat when juxtaposed against the elegant creations of the original. And what to do with a character who is so fully formed in the original, there can seem little room for reinterpretation? Such a challenge is posed with The Little Mermaid’s Ursula—a character who not only occupies prime position as one of the most thrillingly evil Disney characters, but who brings with her a lesser known history directly related to the rich and colorful drag tradition.
According to animator Rob Minkoff, Ursula was originally described in the script as a Joan Collins–like figure, resulting in character designs that depicted a thin, bony woman with lionfish- or manta ray–inspired features. But Minkoff, who would later go on to co-direct The Lion King, drew a much more voluptuous take on the character based on the drag queen Divine, who dominated counterculture as a fixture of John Waters’s filmography.
“Pink Flamingos was on an endless loop at the Bijou [Theater] at CalArts when I was a student there,” Minkoff says of the classic John Waters film. “Divine seemed like such a great, larger than life character, and it just seemed like a funny and quirky idea to take [Ursula] and treat her more like a drag queen.”
That character sketch, which has also been described as a “Miami Beach Matron,” caught producer and lyricist Howard Ashman’s attention and took the character in a totally new direction. Like John Waters and Divine, Ashman was a gay man from Baltimore, and, as the writer of Little Shop of Horrors, shared a similar edgy sensibility. He came to Disney following that success in musical theater alongside his songwriting partner Alan Menken, where they helped resuscitate the studio’s ailing animation department. The success of The Little Mermaid ushered in a new wave of Disney animated musicals, including Beauty and the Beast and Aladdin, which the pair also worked on until Ashman’s death in 1991.
In the documentary Treasures Untold: The Making of The Little Mermaid, Waters calls his unlikely role in inspiring a Disney character “the ultimate irony.” “I’m sure that if you went to the Disney executives before they made this movie and said we’re gonna have a very big character in the movie, and we’re gonna base it on Divine…on Dopey Lane that ain’t flying.” (Dopey Drive is situated within Walt Disney Studios.)
But before the character could make it onto acetate, Minkoff needed to find and shoot a live-action character reference for Ursula. He tapped his CalArts roommate Max Kirby from the acting program, who donned a muumuu to take on the role. “Because it was based on Divine, it made sense that it would be a man, not a woman,” Minkoff says. “There is footage that shows us behind the scenes with Howard Ashman, and directors John Musker and Ron Clements, setting up to do ‘Poor Unfortunate Souls’”—a showpiece for Ursula in both the original and the remake.
Not only was Ursula played by a man in that early reference footage, but Ashman himself took on the role to perform a demo of “Poor Unfortunate Souls” at the request of Pat Carroll, who voices the character in the film. In Treasures Untold, she recounts how she asked Ashman to perform while waiting together for a music rehearsal: “Well he put on the cloak immediately, sang the song…he was brilliant. And I watched every move of his, I watched everything, I watched his face, I watched his hands, I ate him up!”
It was from that performance that some of Ursula’s most famous lines were born. “I stole ‘innit’ from Howard,” Carroll confesses, referring to Ursula’s iconic remark. And I said, Howard, is it alright if I steal those? He said, I was hoping you would.” The result is a brilliant performance from Carroll, informed by Ashman’s own take on the character.
Now, with Melissa McCarthy’s live-action take hitting screens, the lasting impact of Ursula’s drag origins are as clear as ever. Throughout the film’s promotion, McCarthy has touted her love of the artform as inspiration, telling Deadline that she wants to give Divine her due. In addition to being a devoted fan of drag, McCarthy herself has a past as a drag performer. In a 2014 interview with Rolling Stone, she spoke about performing comedy as the drag persona Miss Y in Hell’s Kitchen in the early ’90s.
“It was me there with my lovely gay guy friends and I was dressed like a big old drag queen. I went by Miss Y,” she said in the Rolling Stone interview, presumably a play on her nickname Missy. “I had a gold lamé swing coat on, a huge wig, big eyelashes. I talked about being incredibly wealthy and beautiful and living extravagantly.”
McCarthy cites the confidence that that outlandish performance gave her, so it’s no surprise that she would lean heavily into that passion for drag when it came time to create her Ursula. It was a task undertaken alongside Oscar-winning costume designer Colleen Atwood and Oscar-winning makeup designer Peter Swords King, who says that McCarthy insisted there was no such thing as “too much.”
With a character as storied as Ursula, creating a new iteration was no easy feat. The team had to strike a balance between paying tribute to the original, while also creating something fresh, exciting, and distinct to McCarthy and her talents. The Ursula they decided on had a 1950s Peggy Lee vibe combined with an octopus-inspired fashion sense.
“I’ve never been to so many aquariums in my life,” Atwood says of studying the eight-tentacled creatures that inspired her design. “Instead of going with a smooth surface like the animated film did, I really wanted to have the dimension of the texture of a real octopus.” To achieve that, she used a sequin fabric base with a laser cut leather on top — and in another divergence from the animation, added a dramatic collar. The collar, illuminating Ursula’s face with angler-fish-esque lights, not only gave her a “showbiz vibe” but also helped separate her from the dark environment around her.
King had intended to have someone else execute his vision but ultimately he decided to handle McCarthy’s makeup himself, and the pair instantly bonded over their mutual love of drag. He insists that his initial ideas weren’t based on drag queens, instead saying that he simply set out to create an “outrageous” face without losing McCarthy under it.
But sure enough, when it came time to create the dramatic look, King “went straight online and watched drag artists get rid of their eyebrows. So thank you all drag queens out there, because it was down to you,” King says, referring to the drag technique of gluing down eyebrows to then draw on new, more dramatic ones. “We have a white version of the purple [glue] stick they use, and I used that on her.” He also went through two Pat McGrath palettes for her metallic green eyeshadow, countless press on nails, and a new set of false eyelashes everyday — all of which are now framed in King’s study. Wary of the makeup feeling too paint-by-numbers, King says they even dabbled with the idea of leaving the look deliberately imperfect. “We weren't too particular about being pristine, which I think is important because it makes it look like she could have done it herself.”
That concept, of Ursula putting on her own glamorous battle armor is one that Atwood echoes. “I like the idea that drag artists make their own costumes, so it’s really part of them. Ursula kind of created her own costumes,” Atwood says. “She’s a vulnerable character. She's shielding herself from the rejection that she’s suffered, and having that layer of artifice, as opposed to literal armor, is a metaphor for all that.”