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Thieves, Cobblers, and Fan Edits: The 50-Year Odyssey of an Animated Masterpiece

By Wesley Fenlon

The greatest animated film you've never heard of got a second shot at life thanks to a faithful fan edit that attempted to bring animator Richard Williams' ambitious vision to life. It's taken 48 years.

[Editor's note: This story was originally published on June 29th, 2012. We're resurfacing it this week as part of our tribute to the great feature work that writer Wes Fenlon has done with Tested, as he embarks on his new career in games journalism.]

In 1995, The Walt Disney Company released a film called Arabian Knight through its Miramax Family Films division. The film's Arabian setting, musical numbers and rags-to-riches cobbler hero Tack were clearly designed to cash in on Aladdin's popularity. The opening narration, blandly delivered by Matthew Broderick, explicitly sets the story of the first Arabian Knight "long before the heroic tales of Aladdin and Ali Baba." It is, by most critics' definitions, a terrible film. But not a terribly animated film. In fact, the animation was quite extraordinary.

Oh, that animation. It's incredible, and is actually the only part of Arabian Knight--which was originally titled The Thief and the Cobbler--that Miramax didn't create itself. Arabian Knight was the culmination of three decades of labor by animator Richard Williams, who won Academy Awards for a 1971 adaptation of A Christmas Carol and for the groundbreaking fusion of live action and animation in Who Framed Roger Rabbit?. Williams intended The Thief and the Cobbler to be his magnum opus, a masterpiece of 2D animation on a never-before-seen scale. It ended up as an Aladdin cash-in bundled with cereal boxes.

"The story of The Thief and the Cobbler is really the story of Dick Williams having an insane amount of ambition and really wanting to become the greatest animator he possibly could," said former filmmaker Garrett Gilchrist, whose life has been greatly influenced by Williams' work.

Thanks to Gilchrist, the story of The Thief and the Cobbler isn't nearly as tragic as it could have been. Rather than an a bleak ending, the mangled 1990s reworking of the The Thief and the Cobbler was simply a dreary chapter in the film's long and convoluted history.

In 2006, a decade after he first saw the butchered Arabian Knight, Gilchrist released a fan edit online called The Thief and the Cobbler: Recobbled Cut. It was his attempt to restore Williams' original vision, using bits and pieces of unfinished animation taken from storyboards, 35mm film, and VHS copies of the every version of The Thief and the Cobbler. The Recobbled Cut is rough, but it strips out the musical numbers and added dialogue to give us a glimpse at the masterpiece Williams dedicated his life to creating.

Sometime this year, Gilchrist plans to release another version of the Recobbled Cut, using newly discovered footage to bring his version of the film closer to Williams' vision. And some day, The Thief and the Cobbler may escape from its cursed status as the greatest animated film virtually no one has ever heard of.

But for now, here is how this masterpiece in animation became one of the saddest stories in film history.

The Rise and Fall of The Thief and the Cobbler: 1964-1992

"Ambition" and "obsession" neatly summarize the career of animator Richard Williams. He was driven to be the best, and The Thief and the Cobbler was the whetstone Williams used to hone his craft. Though Williams wanted The Thief and the Cobbler to be his masterpiece, it actually started out with a different title and plot--Nasruddin!--and still had a loose, dialogue-light narrative as it neared completion in 1992.

For Williams, the artistry of animation trumped narrative. That's evident from the first moments of The Thief and the Cobbler. The film delights in intricate details, Escher-inspired patterns and optical illusions.

Williams uses crazy perspective to trick the eye and create impossible but fascinating rooms within a seemingly limitless palace.

"Dick was a man who could always draw, who always had an eye for detail," Gilchrist told me as he described the early days of Richard Williams' career. "He wanted to be a fine artist, really, a painter. He had grown up on cartoons. Snow White had really inspired him, like anyone else in his generation. He had gone to Spain for awhile and he'd seen fine art and lost all interest in animation until he realized that animation is art and animation can be anything. Dick was a terrific artist but never a terrific animator originally. Merely a competent animator."

As Williams attempted to improve his craft, the animation industry was struggling. "Back in the 60s, the design trend was such that people had forgotten how to animate properly," said Gilchrist. "All this brilliant Disney knowledge that had given us Snow White and Bambi and Fantasia--they animated that stuff from life--they studied animals for Bambi, they studied dancers for Snow White...just got forgotten. By the 60s all these great animators of the 40s were getting old and working on crap."

"Dick Williams really saw that these animators were dying off," said Gilchrist. When Williams realized he didn't have the animation chops to bring his vision to life, he began hiring the old guard, bringing them to work at his studio in London.

"Art Babbitt, who was one of the great Disney animators, had been a strike leader, so Walt had fired him and really been angry with Art. So Art had been kicked around a little. Babbitt was very old at the time, and the work he turned in was stick figures a lot of times, wasn't actually very good. But the work he was doing with teaching Dick and teaching everyone else was very primal and good."

Williams also hired Ken Harris, best known for animating Road Runner, Wile E. Coyote, Bugs Bunny, and other classic Looney Tunes characters for director Chuck Jones. Williams and his staff worked on The Thief and the Cobbler throughout the 1970s while paying the bills with other projects. Harris and Babbitt mentored Williams, imparting decades of wisdom upon the younger animator.

The Thief steals a necklace from his own pocket.

"Dick would always give Ken something new to do," said Gilchrist. "There was no script...you wind up with a movie where the thief spends a lot of time doing these sort of Road Runner and Coyote kind things which are amazing on their own and funny and have no place in a Disney-style Aladdin movie...it's pure animation.

"[Harris] complemented Dick perfectly because then Dick could go in and make the animation prettier, add the details and change the art style. The art style kept evolving. The lead characters of the cobbler and the princess weren't even added until the beginning of 1990."

Who Framed Roger Rabbit? changed everything. "Roger Rabbit was the first hit that Disney had in years," said Gilchrist. "That was the big hit that kicked it off." The film's combination of animated characters and real actors was a technical marvel that won Oscars for Best Film Editing and Best Visual Effects. Williams a Special Achievement Award from the Academy. Roger Rabbit reignited a public interest in animation and led the charge on Disney's renaissance.

"The Thief and the Cobbler, [which] very few people have heard of, became the basis for Aladdin, for the [Little] Mermaid, for the Lion King, for that whole Disney renaissance, because the people Dick trained, he passed on that knowledge so that this new generation in the 70s could actually learn to animate Disney-quality stuff," Gilchrist said. "Dick doesn't get a lot of credit for that because of politics, I think. Dick was difficult to work with but brilliant. He was a perfectionist and really only interested in making this one film and wasn't really interested in Roger Rabbit...after the rabbit Disney offered him Beauty and the Beast at one point. He turned them down. He was only interested in this obsession that he'd been doing work on for about 25 years."

The painstaking work put into The Thief and the Cobbler really shines through. Some of the film's most breathtaking sequences actually move in three dimensions, but they were entirely hand drawn. Roger Rabbit seems simple by comparison.

Roger Rabbit's success landed Williams a deal with Warner Bros., giving him the funding to ramp up to full production on The Thief and the Cobbler in 1989. That lasted for three years. And then everything fell apart.

"Warner Brothers were never smart about feature animation," Gilchrist said. They bungled The Iron Giant, they didn't release Cats Don't Dance properly, they executive meddled Quest for Camelot to death...they didn't appreciate what they had with The Thief and the Cobbler.

"Their reaction to The Thief and the Cobbler reminds me of Universal's reaction to Terry Gilliam's Brazil I suppose. The executives watch it and they're like 'well, this is an art film, and we think it's garbage. We can either sell this as the greatest film ever made or nobody's gonna watch it.' They wanted something that could compete with Disney, and they had something which could compete with Disney, and they threw it away because they didn't get it."

An unfinished scene represented by a pencil sketch.

Williams lost control of his life's work in 1992. With only about 15 minutes of animation left to complete--assuming he wouldn't have dragged out production by re-animating completed scenes over and over again, changing the film as he had many times before--The Thief and the Cobbler was handed over to television animator Fred Calvert, who completed it cheaply, inserted songs and restructured the film to tell a traditional story. Disney bought the film through subsidiary Miramax 1994, edited it even more, wrote new dialogue and brought in a new voice cast to create Arabian Knight.

In 2001, 37 years after Williams began work on The Thief and the Cobbler, a pan-and-scan DVD of the film was given away in boxes of Fruit Loops cereal.

The Thief and the Cobbler: Recobbled Cut Picks Up the Pieces: 1998 - 2012

Who Framed Roger Rabbit?, which caused the Disney renaissance, would also eventually drive Garrett Gilchrist to create his own cut of The Thief and the Cobbler. "I was about eight and I was sleeping on Roger Rabbit bed sheets and had Roger Rabbit toys and everything," he told me. "It must have been 1989 or 1990. I had Comics Scene magazine. They had an interview with Dick Williams about Roger Rabbit and he didn't really want to talk about Roger Rabbit that much, he wanted to talk about The Thief and the Cobbler.

He was talking about this film that he'd spent 25 years on and wanted to be the greatest thing ever. I was so taken by that, by the ambition of that, you're really wondering with Dick Williams 'is he full of shit? Can he back this stuff up? ... There was a lot of PT Barnum in Dick, of the self-promoter, wanting to be the next Walt Disney. Dick really wanted to be the next Walt Disney and be the next big thing."

The Miramax release of The Thief and the Cobbler.

Around 1995, Gilchrist was at the movies and caught a trailer for Miramax/Disney's release of The Thief and the Cobbler, now titled Arabian Knight. "It just looked like the worst, crappiest, shoddiest, slapped-togetherest Aladdin rip-off you can imagine," he recalled. "It didn't click with me at the time, but when I got home something clicked in my mind that 'hey, they said that was by the Roger Rabbit guy. So that must mean that Arabian Knight is some version of The Thief and the Cobbler and something went terribly, terribly wrong here. What would've been his masterpiece came out as this piece of shit.' "

The film stuck in Gilchrist's mind, and about three years later he started searching the Internet for the history of The Thief and the Cobbler. He learned about the Calvert and Disney recuts, rented one for himself, and hated it--but saw that there was some truly great animation buried beneath the songs and Aladdin references.

"At the time I was making little feature films on video," he told me. "We wanted to be Monty Python. I'd take a couple VCRs or camcorders and edit stuff together--before computer editing, or just at the dawn of computer editing. So I edited something together on VHS and called it the Thief an the Cobbler Recobbled Cut. This was about 2000. It was a mess, what I cut together...but I needed something I could show people because there was this amazing film that only existed in my mind."

Years later, Gilchrist was posting on the message board OriginalTrilogy.com, home to fan edits like the recent Star Wars Despecialized Edition. "I put out a documentary called Star Wars Deleted Magic which became very popular which was all about how Star Wars was saved in the editing room," he recalled. "It's like, you're watching Star Wars but suddenly R2-D2 will crash into a wall...it was showing how really good the editing was in the first Star Wars."

Gilchrist talked to a fellow editors about other films deserving fan edits and, naturally, mentioned The Thief and the Cobbler. And then another member of the community--an animator who had worked on the film--reached out to him.

"He sent me some rare pencil tests and a rare Japanese DVD of the picture, so I was like, 'Well, I guess I'm doing this.' This was 2006, so we actually had digital technology to put it back together....Even before I was done, animators from the film, people who'd worked on the film, Dick Williams' son and his ex-wife who wrote the script, Margaret French, everybody was coming out of the woodwork saying "here's some stuff. Here's some video. Here's some artwork. Here's some information.' "

Using the resources sent to him, Gilchrist created The Thief and the Cobbler: Recobbled Cut Mk. III in 2006. The Recobbled Cut primarily relies on footage from the Fred Calvert and Disney/Miramax versions, but Gilchrist was able to add in unreleased scenes from a workprint that Williams created shortly before the end of production. The meat of the film came from 50 minutes of 35mm film fished out of a trash can at Warner Bros. Unfortunately, the quality of the workprint footage--the only real representation of how Williams wanted to structure the film--he had for Mk. III was terrible.

"The workprint is a very unfinished version of the film but it's the only one that matches what Dick Williams had in mind," Gilchrist said. "At the time we had this fourth generation VHS version, and that's a widescreen VHS, which was a copy of a copy of a copy. It was so bad. The sound goes out halfway through and there's no sound for about a half hour in the middle. So I was faking everything. I don't think people realize that--I was faking everything to make it work."

Gilchrist's next Recobbled Cut, which he plans to release by the end of 2012, will be a dramatic improvement for a number of reasons. He's got help this time. Digital editing technology has become more powerful and more accessible since 2006. Best of all, he's got new material to work with.

"Until this year the best version of the workprint we had was an AVI from eMule and it was really low quality, 700 megs or something," Gilchrist said. "And it was all compressed together. Exactly half the film is two frames blurred together and compressed. It's bad. What's happened now, is one of the animators had a VHS of it. It's as good as a VHS copy is ever gonna get. So the new version is going to look so much better."

VHS isn't the ideal format no matter how clean it gets--a PAL tape only boasts a resolution of approximately 335x576 pixels, about half the resolution of a DVD--so sharpening and up-ressing will only go so far. What the project really needs is film footage, which could be scanned in at 2K or 4K resolution to produce an HD picture. The upcoming Mk. IV cut will give Thief fans a taste of high definition.

Muddy workprint footage from The Thief and the Cobbler.

"A film restorationist called Peter in England found [12 minutes of] footage on eBay," Gilchrist told me. "Of that 12 minutes...we have about six minutes of HD footage. He transferred that stuff in HD and it's the first HD footage we've ever had."

Now here's the big question, the one that could lead to an official restoration of The Thief and the Cobbler or a predominantly HD fan edit: who has a full-length 35mm copy of the film?

Does such a thing even exist? "I don't know, for sure, because I'm just some guy, but I certainly have talked to people at Disney who love the film and who are powerful at Disney," Gilchrist said. "I've been looking since 2006 for a film print of one of the terrible versions. If we had a film print of that, we could have an HD version of The Thief and the Cobbler."

Gilchrist explained that The Thief and the Cobbler's theatrical releases were basically for show. The Disney version had a short run in theaters and appeared on only 510 screens. It may as well have been direct-to-video, for all the money it made. But it wasn't direct-to-video, which means that 35mm copies of the completed Disney film do exist. Or did exist, 15 years ago. It's entirely possible Disney still has a pristine copy somewhere in its Burbank vault.

If The Thief and the Cobbler: Recobbled Cut isn't the most popular Internet fan edit of all time, it's at least the most important. The film remains largely unknown, but The Thief Archive, a Youtube channel that hosts the movie and over 300 videos Gilchrist collected while making his fan edit, has nearly five million views. Millions more have downloaded a DVD copy of the film via torrent.

Richard Williams, however, hasn't spoken about the film publicly in 20 years. He still animates and wrote The Animator's Survival Kit, which Gilchrist calls the best book on animation ever written. Garrett tried reaching out to Williams about The Recobbled Cut, but admitted that his edit of the film might not have gone over well, as faithful as it's meant to be.

"I'm not sure if my version would appeal to him that much...I think he would watch my version, I think it would piss him off to see footage that's not his telling the story....It would be nice if an official restoration happened someday, where Disney would actually open up their vaults and see what they have, where Dick would come out with whatever he's got. And Roy Disney was actually talking about doing this for a time. They claim they shut it down because they couldn't find anything. Whether that'll actually happen...I don't know. Probably when everyone involved is dead."

In the meantime, The Recobbled Cut preserves the brilliance of Richard Williams, his insane ambition, and a brand of technical proficiency that simply doesn't exist in animation today. In 1964, he set out to create the greatest animated film of all time. Forty eight years later, with a fourth Recobbled Cut on the way, that dream is still alive.

"My version of the film is the version that animation teachers are talking to their students about," Gilchrist said. "That's the power of the Internet, that some guy, some failed writer/artist/filmmaker in his apartment can actually make the definitive version of a film just because somebody's gotta. And it happened that that somebody oughta be me."