As early as the mid 1930s, the popularity of Walt Disney’s flagship Mickey Mouse character had started to wane. At the time, Disney was producing a series of wildly popular short films called Silly Symphonies (1929), which were whimsical animated accompaniments to pieces of music. These shorts were generally unique, without recurring characters between them. But as Mickey Mouse started to fall from popularity, Walt Disney conceived of a plan to utilize the popular Silly Symphony series and reboot the mouse’s image. He planned The Sorcerer's Apprentice, a more elaborate edition of the series set to the music of “L'apprenti sorcier“ by Paul Dukas. What happened went well beyond that.

The L.A. Times recalls, “One night in late 1937, Disney was dining alone at Chasen's and saw Leopold Stokowski, also alone. Disney asked the conductor to join him and mentioned the Sorcerer's Apprentice during their conversation. Stokowski offered to waive his fee and conduct the music for the film. Disney accepted. Stokowski also suggested they collaborate on ‘a fanta- zee -ah,’ a full-length feature that would illustrate various pieces of classical music. Disney let that suggestion pass.”

But as work on The Sorcerer’s Apprentice progressed, the cost of producing the short went way beyond what Disney could expect to gain from the end product. He instead revisited Stokowski's idea and started working on a film called The Concert Project, within which The Sorcerer’s Apprentice would be included. Wanting to make the experience as grand and powerful as possible, and never having been one to shy away from developing new technology (the multiplane camera had just been created a few years prior), Walt Disney had his engineers begin work on the early version of surround sound they would eventually dub Fantasound. (The film, of course, was eventually retitled Fantasia [1940]). Stokowski agreed to stay on board and score the entire picture (no longer for free). 

In 1938, over 100 musicians participated in the recording of Dukas’ “L’apprenti sorcier.” They were attempting to create a multi-track recording of the orchestra with multiple microphones and musicians positioned on partitioned baffles. But without the ability to hear the other musicians, the tempos were off, and the recording was not usable. Disney said, “We know...that music emerging from one speaker behind the screen sounds thin, tinkly and strainy. We wanted to reproduce such beautiful masterpieces...so that audiences would feel as though they were standing at the podium with Stokowski.”

Modern Mechanix writes, “To achieve this effect, he knew that means must be found to spread sound throughout the theater, that ‘point sources’ must be concealed from the ear. The sound recordings must be such that each and every instrument or voice would be heard clearly and distinctly in its proper proportion to the whole orchestral effect. The recording alone for Fantasia took almost eighteen months. Approximately 3,000,000 feet of sound track from individual takes, prints, and remakes were condensed into the final 10,778-foot, four-track negative.”

Recording at the home of the Philadelphia Orchestra ultimately yielded the best results, after tremendous hours of recording. Modern Mechanix continues, “Thirty-three microphones faced the musicians. From them nine channels carried the music to nine recorders set up in the basement of the building. Seven channels transmitted sounds from individual groups of instruments such as the wood winds and the violins. The eighth caught the complete orchestration, while the ninth carried the beat of a telegraph instrument which later enabled the animators in Hollywood to fit the action of Fantasia to the tempo of the music. Seven weeks Stokowski and the orchestra labored. All that time a second director faced the recording instruments, guiding the recording on film of each passage. From a duplicate score he brought choirs in and out, stepped up solos. Engineers tuned volume controls, guided by oscilloscopes which told them just how much sound was coming through their machines. Exactly 483,000 feet of sound track were recorded in forty-two days. Cans of film were shipped by air to Hollywood for processing. After that retakes were made where necessary to obtain exactly the desired tonal combinations of choirs, soloists, and instruments. Then came the problem of mixing these sound tracks into one realistic whole… The solution was finally found in combining the nine tracks into four; three for ‘entertainment sounds,’ such as voices, music, and special effects, and the fourth for a control frequency governing the volume of the other three.”

Ten different Fantasound speaker configuration setups were created in total. Each utilized multiple speakers placed at various points within the auditorium, immersing the viewers in sound. The stereophonic sound reproduction system enabled Fantasia to be the first film commercially presented in stereo (and multi-channel) sound. The film was released as a roadshow picture, and each theater showing it had to be fitted with Fantasound systems in order to properly convey the piece. These installations (in Boston, Philadelphia, Chicago, Detroit, San Francisco, Baltimore, Washington, Minneapolis, Buffalo, Pittsburgh, and Cleveland) greatly increased production costs for the film, which was part of the reason it was a commercial failure until decades after its original release.

Fantasound marked the first use of the click track, overdubbing of orchestral parts, and simultaneous multi-track recording. It was, as with Fantasia itself, advanced in concept. From the style and construction of the film itself to the technology behind its presentation, everything about Fantasia was ahead of its time.