This is the article I ran in Animato! #35...it may shed a little light
on the background of the film
An Arabian Knight-mare
The story of Richard Williams' epic film The Thief and The Cobbler is
a cautionary tale for all creators
by G. Michael Dobbs
The recent cancellation of plans to release the 1995 Miramax film
Arabian Knight on home video is the latest sad twist in the history of
Richard Williams' The Thief and The Cobbler. The award-winning
Canadian animator had been working on his dream project for almost 30
years only to see the film completed and substantially altered by
others. Now animation fans won't even have the opportunity to see what
did remain of Williams' vision. At a time when almost every G-rated
animated film priced at $20.00 or less is snapped up by parents, the
decision to indefinitely postpone the video release makes no economic
sense for Miramax and its parent company, Disney. But then, much about
this production makes little sense.
The history of live-action motion pictures is filled with examples
of films which have been abandoned before completion (Von Sternberg's
I Claudius, Welles' It's All True) and films that were severely
altered by distributors ( Gilliam's Brazil, Welles' The Magnificent
Ambersons). Animation, though, has seldom had these kind of stories.
The nature of the process of producing commercial animation is one of
careful planning. Commercial animation has seldom ever had the kind of
wheeling and dealing that has characterized live-action film
production. The Thief and The Cobbler is an exception.
The animated feature Arabian Knight was released with little fanfare
by Miramax Films last summer. There was no mention that the film was
the brainchild of the man who directed the animation for Who Framed
Roger Rabbit, and one easily could conclude the film was some sort of
cheap knock-off of Disney's Aladdin. Hardcore animation fans
recognized the film for what it really was, the much-delayed The Thief
and The Cobbler.
This is a story with no winners, as the outcome is that Williams'
prize project will never be seen as he intended, the reputation of an
animation professional has been shredded, and another non-Disney
animated feature has died at the box-office.
Richard Williams is a bit of a conundrum. His work has won an Oscar
and an Emmy, and although he was the animation director for Who Framed
Roger Rabbit, he has little name value to the general public. A
Canadian who went to Great Britain with animation producer George
Dunning in the mid-Fifties, Williams set up his own studio in 1958 and
produced animation for commercials and independent shorts.
His big break came when he was selected to produce animated titles
for The Charge of The Light Brigade in 1968. His production of A
Christmas Carol received the Academy Award in 1972. Williams became
better known to American audiences through the fantastic shorts that
made up the titles for the revived Pink Panther series in the
Williams began work on T&C in 1964 when he had planned to do a film
about a children's book character named Mulla Nasruddin. Williams had
already provided the illustrations for the book. An early reference to
the project came in the 1968 International Film Guide. Williams
received great praise that year for his title animation work in films
such as A Funny Thing Happened on the Way to the Forum and The Charge
of the Light Brigade. The book notes that Williams was about to begin
work on "the first of several films based on the stories featuring
Like director Orson Welles, Williams would take on an outside
assignment in order to put money into his own project, so work went
slowly on his film as reflected by subsequent editions of the
International Film Guide. In 1969, the Guide noted that animation
legend Ken Harris was now working on the project which was now
entitled Mulla Nasrudin. The illustrations from the film show
impressive and intricate Indian and Persion designs.
In 1970, the project was re-titled The Majestic Fool and for the
first time, a distributor for the independent film was mentioned,
British Lion. The International Film Guide noted that due to the
increase in production for the small studio, the staff had increased
to 40 people.
The Academy Award Williams won for A Christmas Carol undoubtedly
strengthened his position in completing his feature which was now
being referred as Nasruddin!. He began recording the dialogue tracks
for the film, and hired Vincent Price to perform the voice of the
villain, Anwar (later re-named Zigzag).
The whole focus of the film, though, was about to be changed. In a
promotional booklet released in 1973, it was announced that Williams
apparently decided that " 'Nasruddin' was found to be too verbal and
not suitable for animation, therefore Nasruddin as a character and the
Nasruddin stories were dropped as a project. However, the many years
work spent on painstaking research into the beauty of Oriental art has
been retained. Loosely based on elements in the Arabian Nights
stories, an entirely new and original film entitled 'The Thief and The
Cobbler' is now the main project of the Williams Studio. Therefore any
publicity references to the old character of Nasruddin are now
Like many publicity releases, this one didn't tell the whole story.
The writer failed to mention that while Nasruddin was out, "old"
footage and characters were indeed being retained. Price's
Anwar/Zigzag, the Thief himself, and the elderly nurse to the princess
were all being carried over to the "new" film which Williams was
promising would be a "100 minute Panavision animated epic feature film
with a hand drawn cast of thousands." Sequences from the old film
which made it into Williams' new film included the camel laughing at
the Thief at the waterhole, the wounded soldier riding to tell the
Golden City of the news of the One Eyes, and the princess' nanny
beating the Thief up when he tried to steal her bananas.
For the next several years, Williams continued to work on the film
while completing commercial assignments. He recorded a number of
British actors performing various voices during this period.
In an effort to become "bankable" (his word), Williams took on what
was supposed to be the part-time job of supervising a new feature film
based on the Raggedy Ann and Andy stories. Originally Williams'
contract called on him to work two weeks out of every month, an
arrangement he later described to animation historian Milt Gray in
Funnyworld as "silly."
The Raggedy Ann film proved to be a nightmare for Williams. While he
was being made responsible for the film, he had little control over
the production which was being bankrolled by the publishers of the
original stories and its parent company ITT. He was later removed from
the final stages of production, but received most of the blame for the
film's box office failure.
During the production of Raggedy Ann, Williams received a fair amount
of publicity and in an interview with John Canemaker in the Feb. 1976
issue of Millimeter, he gave a hint about his vision for T&C. "The
Thief is not following the Disney route. It's to my knowledge the
first animated film with a real plot that locks together like a
detective story at the end. It has no sentiment and the two main
characters don't speak. It's like a silent movie with a lot of sound."
A radical approach to be sure, but one must consider the animation
scene at the time. The Disney Studio was still floundering from the
loss of its founder, and the animated films which had stirred the
imagination of the critics and audiences were definitely not Disney.
Williams' old boss George Dunning had directed The Yellow Submarine to
acclaim and Ralph Bakshi's violent, profane and highly personal film
Heavy Traffic hadn't just made money, it was accepted with a fair bit
of hoopla into the collection of the Museum of Modern Art. This indeed
was the time for yet another approach.
For the time, though, the pattern continued of Williams funding his
film with outside jobs, while he refined his vision of the project.
A little light was seen at the end of the tunnel when trade ads
appeared announcing that veteran Hollywood producer Gary Kurtz had
teamed up with Williams to complete the film. The ads announced that
The Thief Who Never Gave Up would be released in Christmas 1986, but,
of course, it wasn't.
Williams did meet the man in 1986, though, who would bring the film
to the screen. Producer Jake Eberts, whose company had financed films
such as Dances With Wolves and City of Joy, met with Williams and
began funding the production. According to an article in the August
30, 1995 edition of The Los Angeles Times, Eberts eventually put in
$10 million of the film's $28 million budget. Ebert wasn't exactly a
stranger to animation as he had co-produced Watership Down.
Williams continued to work on T&C , and reported in a 1988 interview
with Jerry Beck that he had 2 1/2 hours of pencil tests for T&C, and
that he hadn't used the storyboard method to make the film. Williams
felt the storyboard method of production was too controlling.
For a filmmaker who was producing this feature with his own
financing, this approach was certainly daring and allowed animators to
push themselves into creating remarkable scenes. It is not, though,
the best way to estimate costs.
Williams' bad experience on Raggedy Ann was compounded with his
experience with Ziggy's Gift, a Christmas special featuring the comic
strip character created by Tom Wilson. Williams also told Beck that,
even though the production won an Emmy, he didn't want to be a hired
hand again on a project.
Of course, he was just that on the film which brought him more
attention than anything else he's done to date, Who Framed Roger
Rabbit. William's supervision on the animation of Roger Rabbit gave
him the chance he needed to complete T&C. Footage of T&C helped secure
the job on the Disney/Spielberg collaboration, and the overwhelming
success of the film certainly reassured people of Williams' abilities.
The success of Roger Rabbit proved that Williams could work within a
studio structure and turn out wonderful animation on time and within
Following the 1988 release of Roger Rabbit, Williams concentrated on
T&C. Charles Champlin in his April 11, 1991 column in The Los Angeles
Times profiled Eberts and noted that "one of the projects under his
wing is The Thief and The Cobbler...Williams should be able to finish
it at long last."
With money coming in from Eberts' Allied Filmmakers and a
distribution deal with Warner Brothers, Williams settled back into his
London studio to finish the film.
It was not to be, though.
The production of The Thief and The Cobbler had been insured by the
Completion Bond Co. in order to protect the films' investors and
guarantee the film would actually be finished according to a
pre-determined deadline. For today's independent film makers,
completion insurance is a necessity in order to line up outside
Williams' deal with Warner Brothers was to deliver his film so
Warners could to beat Disney's Aladdin to the box office in 1992. When
Williams missed that deadline, the film was taken from him in May 1992
by the Completion Bond Co. His part in the project that had occupied
nearly thirty years of his professional life was over.
The Thief, however, had a life of its own.
The Completion Bond Co. now had to finish the film in order to get it
released and make back the company's money. With the announcement that
the insurance company had taken over the film, the distribution deal
previously set up with Warner Brothers fell apart.
Enter Fred Calvert.
Calvert is an animation veteran who had been hired by the Completion
Bond Co. as a consultant. He had started his career on the animation
staff at Disney in 1956, and left the studio after 101 Dalmatians to
work for the legendary animator Bill Tytla. Calvert subsequently had
stints at Format Films and Hanna-Barbera before forming his own
company. Working with the Children's' Television Workshop, Calvert
created 300 to 400 animated films for Sesame Street, and later entered
the Saturday morning scene producing several series.
He traveled to Williams' London studio several times to check on the
progress of the film, and was finally asked by the insurance company
to do a detailed analysis of the production status. His conclusion was
that Williams was "woefully behind schedule and way over budget," he
recalled in an interview for ANIMATO!
Williams did indeed have a script, according to Calvert, but "he
wasn't following it faithfully." The Completion Bond Co. did insist
that Williams construct a storyboard in order to establish the film's
narrative, but Calvert said Williams resisted this request.
"He sort of worked spontaneously," said Calvert "It led him down some
futile paths, I think, and he wasn't getting the footage done."
The Completion Bond Co. wanted Calvert to finish the film, an
assignment he tried to avoid. When the arrangements with another
producer fell through, he took the job "somewhat under protest."
His job was to take the completed footage and literally fill in the
narrative gaps in order to make it a commercially-viable film.
"We took it and re-structured it as best we could and brought in a
couple of writers and went back into all of Richard Williams' work,
some that he wasn't using and found it marvelous...we tried to use as
much of his footage as possible."
Of the footage Williams completed, Calvert was only able to use about
50 percent of it, because of the repetitive nature of the scenes. "We
hated to see of all this beautiful animation hit the cutting room
floor, but that was the only way we could make a story out of it.
"One of the problems, there were a number of these situations...in
the script, there might be two or three sentences describing the Thief
going up a drain pipe. But what he animated on the screen was five
minutes up and down that pipe which would ordinarily be five pages of
script...These were the kind of imbalances that were happening. He was
kind of Rube Goldberg-ing his way through. I don't think he was able
to step back and look at the whole thing as a story.
"[He's] an incredible animator, though. Incredible. One of the
biggest problems we had was trying our desperate best, where we had
brand new footage, to come up to the level of quality that he had
set," said Calvert.
Inserting several song sequences and giving the film's hero, Tack, a
voice were commercial decisions which flew in the face of Williams'
concept. While having a speaking hero wasn't Calvert's choice, he felt
it was a logical decision in order to tell the story.
To get the film produced in a timely manner and within budget,
Calvert sub-contracted certain sequences out to other producers. The
first song sequence was produced by the Don Bluth Studio and the
second song was by the Kroyer Studio. The third song, sung by the
desert brigands, was produced by Calvert.
Most of the footage Calvert produced was with animators who had been
working on the film under Williams, and he was finished with the film
in about a year and a half. By the time Calvert had completed the film
The Completion Bond Co. was out of business, largely because of the
loss it had sustained on T&C.
"I don't know why they [Miramax] did what they did to it domestically
, but it was a sad mistake. If Richard had been able to finish it with
a strong story, it would have been magnificent. I think we did our
best and delivered a releasable picture."
Once Calvert finished the film, he went to other projects, and was
surprised when he learned his version of the film had played in two
foreign markets, South Africa and Australia. Known as The Princess and
The Cobbler, the film is a revelation for those who saw the Miramax
It is radically different in both content and tone from the Miramax
release. It seems clear that Calvert had indeed made an earnest
attempt to preserve as much of Williams' vision, while adding elements
which would heighten the conventional commercial appeal of the film.
The changes Calvert made include a voice for the Cobbler (who has
about 10 short lines in the film), three song sequences, and adding a
romance for the Cobbler and Princess. What Calvert maintained is more
important to the film...many of the original voices, has far less
narration, more footage of the film's climax concerning the War
Machine, and the Mad Holy Witch sequence.
To show off even more of the Williams' footage, Calvert used
out-takes as the images under the end credits. There is more footage
from the War Machine sequence (the Thief in the air in an accidental
airplane); a scene of the Thief falling from the minaret attempting to
steal the golden balls; more footage of the Thief attempting to steal
the gem from the statue at the base of the Holy Mountain; and a scene
in which the Thief is about to steal something from the Princess'
bedroom, but discovers the "carpet" on which he is walking is actually
a pack of vicious white dog-like beasts. The longest of the end credit
sequences shows the Thief attempting to steal green gems out of a
bottle, getting caught and having his hands cut off in Islamic
justice, only to hobble away to a safe place to reveal his hands
hadn't been cut at all!
As animation fan Luke Menichelli pointed out to this writer, the
Calvert version of the film does have some loose ends. Tack is
carrying a mouse in his pocket after his jail break, but we never see
what happens to it. What character is in the sedan chair that is
carried into the king's court and is seated next to the king during
the polo game?
Even with its additions and cuts, the Williams/Calvert The Princess
and The Cobbler is a dazzling film, but is not for all tastes. It is
not a film that pulls at the heartstrings, or goes for big obvious
laughs. It is an adult film in many ways, and its strengths are not
In the thirty years in which Williams worked on the film, theatrical
animation has seen several downturns and rebounds. Twenty years ago
when a director like Ralph Bakshi was making news with Heavy Traffic,
the farthest thing from a the mind of an artist like Williams is
whether or not his film could inspire a line of action figures.
Today, from the point of view of distributors and theater owners, an
animated feature ideally has elements for children that can be
exploited by a potentially lucrative merchandising campaign, yet have
an edge which adults can enjoy. The Princess and The Cobbler does not
fit into this definition. Williams' idea for his film is one which
substitutes emotional content for visual splendor. Seldom has there
been a more incredible example of non-computer-aided animation.
There are more than a few instances to suggest that Williams wanted
to do a film more for adults than for children. After all, the chief
of the One-Eyes doesn't sit on a throne, but rather on a group of
women who are forced to pose in the shape of a throne! Later these
women kill the One-Eye chief by throwing him off a cliff. There is a
Benny Hill-like urination joke, and Zigzag will probably go down in
cartoon history as the first villain who is eaten alive on screen.
There have been a number of reports on how Williams pushed his
animators to the breaking point by having them constantly revise
sequences and by editing the story of the film by eliminating
For instance, in the January/February 1975 edition of Film Comment, a
profile on animator Grim Natwick includes a cel from the Mad Holy
Witch sequence with another character, the Enchanted Prince. This
scene isn't in the completed sequences and neither is a scene in which
the witch is pointing at a castle which was reproduced in a late
Seventies edition of the International Film Guide. Did Williams
actually edit out finished animation by Natwick whom he had lured out
of retirement? How much animation was eliminated because Williams'
vision of the story changed? Interestingly, Natwick (and another
animation vet, the late Ken Harris) aren't included in the credits of
the Miramax version.
Williams obviously wanted to make a film which was based on a
non-commercial production model; a film that was born more out of
spontaneous creativity than careful planning. His manner truly tested
the limits of hand-drawn animation.
Williams' designs certainly tested the skill of his staff. For
instance, look at the character design for the film. Zigzag simply
doesn't have hands; he has long fingers which each have three large
rings. What an incredible pain that must have been to animate! Tack
doesn't have a mouth, per se; his mouth is defined by the cobbling
nails he holds by his teeth. The animators must always draw the mouth
to allude to this stylistic joke.
The background designs are almost hypnotic, and all of the years of
studying Near Eastern art certainly paid off. The palace scenes are
amazing, but the War Machine sequence with its obvious M.C. Escher
look surpasses even those set at the palace.
The problem with the film, though, lies in its strength. By
subjugating character development and emotion to the animation, the
film's moment of triumph rings a little hollow.
The War Machine sequence is the climax of the film. The Cobbler
confronts Zigzag who is leading the vanguard of the unstoppable
One-Eyes, a barbarian warrior nation on its way to sack the Golden
City. The Cobbler, following the advice of the Mad Holy Witch, flings
a tack at Zigzag. This tack sets off a chain of events which destroys
the War Machine and defeats the One-Eyes. Erected over the middle of
the War Machine are the three Golden Balls stolen from the Golden City
by Zigzag, and the object of the fanatical efforts of the Thief. In
the middle of the destruction, the Thief goes about attempting to
reach the balls in order to steal them once again.
Every frame of the sequence is crammed with action and reaction.
Clearly based on the Buster Keaton school of comedy, the Thief is an
"innocent" whose survival is based on simply being in the right place
at the right time as the War Machine falls apart.
Unlike Keaton, though, whose unsmiling heroes were always
sympathetic, there has been no effort to build any sort of emotional
attachment between the audience and the Thief, and, therefore, the
sequence has surprisingly little suspense.
The lack of an emotional bond between the audience and the film is
The Princess and The Cobbler's greatest problem. It is easy to see why
Calvert and the Completion Bond Co. believed that building up the
romance between the leads and the inclusion of the three songs by
Robert Folk and Norman Gimbal were essential in building up the film's
commercial appeal. The songs advance the plot and the relationship of
the characters, and are used in the same way the Disney studio uses
songs in its films.
So, if an acceptable version of this film existed, then why
In The Los Angeles Times article of August 30, 1995, Eberts is quoted
as saying, "It was significantly enhanced and changed by Miramax after
Miramax stepped in and acquired the domestic [distribution] rights.
They made extremely good changes."
Eberts may have struck a brave pose for the press, but Miramax's
treatment of the film didn't translate into respectable receipts at
the box office. The film opened on only 510 screens, and grossed just
over $300,000. In most areas, the film was out of first-run within two
In an effort to make Williams' work more accessible for family
audiences, Miramax made a number of changes. Rather than try to sell
the film as a modern milestone in animation and emphasize the film's
strengths, the powers-to-be at the company tried to sell it as another
The company changed the title to Arabian Knight which smacks of the
worst of back-room brainstorming. It's not an accurate title (no one
in the film is referred to as an "Arabian knight") and it makes a
self-serving reference to Disney's Aladdin.
The company re-dubbed the film using "name" actors as an effort to
build the box office appeal of the film. The completely acceptable
performances by Bobbi Page as Princess Yum Yum and Steve Lively as
Tack were replaced by performances by Jennifer Beals and Matthew
Broderick. Additional lines were given to Tack, and, in a move that
was decidedly bone-headed, the Thief was given a "voice."
Actually the Thief's "voice" is his thoughts, ("The Thief was a man
of few words, but many thoughts," Broderick explained in the film),
and these thoughts are voiced by Jonathan Winters. Designed to sound
like ad libs, Winters' lines come across flat and very unfunny. They
detract from the visuals, instead of adding to them.
Miramax also made the decision to cut the Mad Holy Witch sequence out
of an apparent commercial concern. The Mad Holy Witch is a wizened old
women with elongated and floppy breasts. One doesn't have to be
Einstein to see the concern of possible ratings problems here. To
complicate matters, at the end of the scene, she breathes in vapors,
swoons a bit, lights a match and explodes! A drug and self-immolation
reference may have also been responsible for killing the scene.
Miramax eliminated any box office draw that Williams' name might have
by never mentioning in any ad that the film was from the "animation
director of Who Framed Roger Rabbit."
According to Williams' son, Alexander, who was working on the film,
there was only about four months work left when the Completion Bond
Co. took over the project. The legacy of finger-pointing and mystery
unfortunately overshadow the accomplishments of the film, but at the
heart of the controversy is a very thorny issue.
In these kinds of stories, the good guys are always the artists who
are victimized by the villainous money people, and the white and black
hats are easy to see. But what about an artist, working in a very
competitive commercial medium, who can't finish a project that has
taken almost 30 years of his life? What responsibilities are assumed
when an artist accepts outside funding in order to complete his
project? What Miramax did to Richard Williams' work is inexcusable,
but what about what Williams did to himself?
In a perfect world, an artist would be allowed to present his or her
work unedited and untouched. Commercial animation is not a perfect
world. Perhaps one day, someone will release The Princess and The
Cobbler to laser disc and include as much of Williams' out-take
animation as exists.
After several years of low key activity, Richard Williams once again
is making himself known in animation circles. He is teaching animation
in seminars in Los Angeles and London, and there are reports of his
planning another feature.
Fred Calvert, who expressed nothing but admiration for Williams'
skill as an animator, hopes Williams will be very active again.
"There is a quote from Chekhov, 'Talent forgives all.'," he said.
This article would not have been possible without the assistance of
Luke Menichelli, Fred Calvert, Jerry Beck, James Gilbey, and the
publicity office of Miramax Films. A special tip of the hat to Eric
Lurio for alerting me to this story.