An oral history ofThe Emperors New Groove,a raucous Disney animated film that almost never happened.
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This article originally ran on January 26, 2021. you’ve got the option to listen to ithere, and follow the entire series at theDisney Dilemmahub.
The soundtrack was set to feature a whole series of songs written by Sting.
The legendary Eartha Kitt would be the voice of a villainous sorceress determined to blot out the sun.

A table of people who had nothing to lose.
So, uh, how and why did all of this happen?
Disney was starting to push to do things set in other cultures.

I said, Id love to take a stab at develop something around the Incas.
I started looking for an idea.
That image to me was really exciting.

I was hoping it would be a mix of mythology, humor, romance.
The prince has enemies that want to kidnap him and the look-alike cousin has to stand in for him.
It was also reflective ofThePrince and the Pauper.

The comic villains had always been my favorite characters in all the films.
Michael Eisner wanted me to interview Barbara Streisand to play Yzma.
I went and met with her in London.

But I was so happy to cast Eartha Kitt in the role.
With these older divas, you’re able to be a little afraid of getting in the room.
And of course, we were familiar with David Spade fromSaturday Night Live.

They were a fun contrast.
David Spade (Kuzco):It was me and Owen Wilson.
We were going to switch jobs.

I was an emperor and he was a peasant, and Carla Gugino was a princess.
The first time I did my voice, I was naively saying, What do you want?
This kind of guy?

Or an emperor like, Ooh, a highfalutin guy?
And they said, No, just your nasally, normal, annoying, sarcastic voice.
I dont think a story reel had been put together yet.

I was brought on to help that process.
Sting comes onboard, with a twist.
After the breakup of the Police, Sting had become a massive international solo star.
Meanwhile, Elton Johns songs forThe Lion Kinghad proven to be unforgettable.
On one of his albums, he had something that was Latin Americansounding.
We met with Sting at his home in England which is sort of near Stonehenge.
I met his wife Trudie.
They were very gracious people.
She and her filmmaker J.P. Davidson would come periodically and canvass us, film things, interview people.
They got to watch the whole up and down of the movie.
Randy Fullmer (producer):I think Tom Schumacher wanted to keep Sting in the boat.
He would ask, Is there a template song you have in mind?
He was so anxious to get going that he kept jumping ahead of us.
Sometimes you would drop a character that was going to be the person singing that song.
At first,The Kingdom of the Sunwas no different.
David Reynolds (screenwriter):I had been one of the original writers onLate Night With Conan OBrien.
I started that show up in 1993, and was there till 1995, then came back to L.A.
I hadnt slept in two years.
I started rewriting onTarzan.
Then I worked onA Bugs Life.
I started stacking up jobs.
A couple of weeks onDinosaur.
Changes toAtlantisorToy Story II.
Like an old studio writer.
In the middle of that, they said, Come on over toKingdom of the Sun.
It wasnt very funny.
They asked me to rework dialogue and that kind of stuff.
Fullmer:WithKingdom of the Sun, it seemed so promising at first.
There were so many elements, all of which were fun and good.
Sting was doing fantastic music.
But I think Roger tried to hang onto too many elements.
She was like, Oh, you work at Disney.
What are you doing?
Blah, blah, blah.
So, what the movies about.
I feel like I talked until we got to Los Angeles, trying to explain it all.
And I realized,Okay, this is not good.
Theres too much here.
Getting a story together is really challenging.
I mean, every movie is hard.
But it was a difficult period where we just werent getting the traction.
Allers:It started off as just a chipping away.
Id have to take this out, that out, change this.
It was becoming reduced, and then it wasnt quite as interesting as it started off.
They all had a hero.
They all had a villain.
They all had a love song.
I think it freaked Peter [Schneider, president of Disney Feature Animation] out.
He felt we were just repeating ourselves.
Fullmer:Roger had been thinking about this for a long time before we started the movie.
He was charmed by Peru and the culture.
Some people are completely in love with originality and being super-authentic with parts of the culture.
And other people, its like, Eh, that doesnt really matter.
Were here to entertain people.
Thats a debate that goes on often at Disney.
If you read Ed Catmulls book about Pixar, every movie is awful the first six times.
Then on the seventh time its kind of good.
So that was the case.
Jeffrey Katzenberg had left in 94.
He was a huge part of our lives.
And other studios had one.
We were fighting a war of survival.
If you really want to put a finger on it, Jeffrey was as maniacal as Trump was.
Im going to destroy Michael Eisner!
Thats the residue of what was happening in this period.
It may have been their third or fourth screening.
But it turned out that it wasthescreening the one that imploded.
We all left the theater that we have on the first floor in feature animation.
We marched up to the story room on the third floor.
They had tables set up in a big square.
Everybody took their place.
We want to talk with Mark and Roger.
Next thing we know, Rogers whole vision was in question, and the movies future as well.
Anderson:I remember people saying theres too many elements in the movie.
It wasPrince and the Pauper.
It was also the transformation of somebody into a llama.
So its like, okay, but which one does she want?
Allers:I just felt like we were losing any sense of the culture.
I know thats not on everyones mind at the studio, Lets do films to honor cultures.
I get that, but hopefully one does both.
Williams:I think Tom and Peter were looking at this story and the room and hearing the input.
And then they heard other people giving opinions that suggested there might be a completely different movie out there.
Which is just kind of awful to compete against each other.
Hahn:It was a bake-off, plain and simple.
Katzenberg, rightly or wrongly, would say, Okay, were doingPocahontas.
ItsDances With WolvesmeetsRomeo and Juliet.
The bake-off was more about indecision in the ranks.
[We had] bake-offs from 99 all the way through 2005.
Suddenly, my job changed.
It was probably one of the most stressful periods of my life.
Anderson:I got pulled onto both teams, so I was pinging back and forth.
It was so sad to watch things crumble for him.
And then I had to go over to Mark and do his thing, which was super-fun.
But I felt like a weird traitor or something, hopping back and forth between both teams.
We were like, I cant believe were filming this.
Williams:I really was not thrilled with the fact that they were doing the documentary.
We had precious little time, and our story meetings were critical.
But we would have these film crews running around behind us.
A story meeting is a difficult thing, because people have to present their ideas.
Youre making yourself vulnerable.
It can be scary.
John Paul Davidson (director,The Sweatbox):I thoughtKingdom of the Sunwas great.
It seemed more like a classic Disney thing.
I thought that Sting had written a couple of songs which were some of his very best.
They were incredibly moving and complex.
It had this mythic element, with all the Incas, plus a love story.
It was going to be a terrific film, in the same realm ofLion King.
It was a shock when it all bit the dust.
Williams:So we all got back together.
It was a strange meeting, where both teams are sitting together in the big story room.
Tom and Peter were the judges.
Roger went first and he pitched some of his new ideas and what he wanted to adjust.
Then, we got up and pitched.
Even more than probably pitching a story or new characters, we were pitching a tone.
We were suggesting a radically different tone than whatKingdom of the Sunhad been.
A lot of what was funny about it was just how preposterous it was.
And Id never heard Tom and Peter laugh before.
They were almost literally on the floor laughing.
You felt which way the wind was blowing.
And Roger was incredibly gracious.
He stepped in and said, I can feel which way this is going, and I totally understand.
I appreciate whats good about what theyre doing.
So, he made it easier on Tom and Peter.
He made it easier on all of us.
Dindal:Roger and I spoke on the phone.
I had put so much into it.
I mean, it was four years developing, and the movie was like one-third animated.
It was just going to be too disheartening for me.
I had no resentment towards anybody who took over the film.
Hahn:Brenda Chapman got taken off ofBrave, which is her story about her and her daughter!
Its almost a tradition at a certain point.
Schneider:We fired Richard Purdum off ofBeauty and the Beast.
This is the way the business worked.
A table of people who had nothing to lose.
That room had approximately a year to get it done.
So theKingdom of the Sunrelease date becameThe Emperors New Grooverelease date.
Fullmer:We had a year,literally, to put that whole thing together.
Reynolds:I remember early on when I was working onTarzan.
Im just going to leave it here and then well pick it up tomorrow.
And I said, Oh, so are we ordering dinner now?
And they said, What?
We dont do that.
No, were going home.
These characters arent going anywhere.
Weve gotfour yearsto make this thing.
I just couldnt wrap my head around the idea that you could leave things mid-sentence basically.
[OnEmperors New Groove,] we were writing in real time.
What if the bird was a flower?
And then you have to run all those ideas.
But we didnt have any time.
They had to leave us alone.
It was the greatest thing in the world.
A table of people who had nothing to lose.
Well, what if we just started with those two things?
Just hold on to those two things and build from them.
I suggested that we come up with a different character than the Pacha that was inKingdom of the Sun.
Whats the opposite of David Spades Kuzco?
I imagined an older character.
A bigger, heavier character.
A family man, someone who took the responsibility seriously.
I dont remember them talking seriously about anybody else.
John Goodman (Pacha):I cant remember whether Id worked for Disney yet or not.
I thought Id be working with David Spade.
That was one of the draws.
We did a couple of sketches onSNLand I think hes brilliant.
But I dont remember going in with him at all.
It was just isolated.
I would have liked to meet Eartha Kitt.
Dindal:Yzma always kind of grew out of Earthas wonderful personality.
I was going to walk her through this new, more broadly comedic direction.
So, Im pitching.
Im doing all the voices of the characters and the dialogues written under the boards.
Five or six panels in, she started reading the dialogue for Yzma.
She instantly locked in.
Nothing like thats ever happened to me with an actor.
Allers:I could never believe the energy in that woman.
How old was she when we were working together?
And she had this unpredictable way of reading lines.
It was better to just see what kind of crazy interpretations shed come up with.
V. Let there be Kronk …
Yzma:So, is everything ready for tonight?
Yzma:Not the dinner!
Kronk :Oh, right.
The poison, the poison for Kuzco, the poison chosen especially to kill Kuzco, Kuzcos poison.
And he comes past this guy and he goes, Hey, whats your deal?
And Chris just started riffing that the guy goes, My deal?
And he pulls up his shirt.
Hes got an 18-pack, a washboard.
He goes, I do 1,000 crunches a day, thats my deal.
Williams:Id seen the Steve Martin movie,Roxanne.
That guy the fireman.
I think the actors name is Rick Rossovich.
He also gets beat up by the Terminator.
Poor Rick Rossovich probably doesnt know what a huge influence he was on Kronk.
I had storyboarded this sample scene: The Emperors guards were coming to kick people out of the town.
Pacha tried to distract him by getting him to talk about his physique and how fit he looked.
And the guard went down this rabbit hole of talking about his exercise regimen and got lost in it.
He said the key was DEPD: Discipline, Exercise, and Proper Diet.
It was so weird that it killed.
Reynolds:I laughed so hard at that guy.
I said, You know who that is?
I said, Thats Patrick Warburton.
And everybody said, Whos that?
I go, You know, the guy fromSeinfeld.
Im not really sure.
Oh, Kronk is a person.
He liked to cook.
I went with one where I just thought … And hed get [voice breaks] excited about stuff.
Theres something kind of sweet about that.
Reynolds:I remember someone said, Well, we dont really need that character.
And I go, Wait, the guy next to Yzma?
Yeah, no, his names Kronk.
Chris calls him Kronk.
And I think he could be really funny.
They go, Yeah, we dont think we need him.
I said through desperation, Let me write a scene and lets just see.
I just have a voice in my head and the look of the guy.
Somehow, we just came up with the idea: Lets just write a dinner party scene.
The dinner party scene where he poisons Kuzco.
And I was like, Yeah, thats what he should do.
It was that kind of vibe.
Where people could just come in and say, I think Kronk should make spinach puffs.
And were like, Yep, go with it, dude.
Reynolds:I go home and Im sitting there.
I start with Yzma.
You find a line to get you in, and hopefully the rest will come.
I go, Is everything ready for tonight?
And I just thought,Holy shit!
A week later, we pitch it to Tom and Peter, and they are laughing.
Peter Schneider goes, Oh my God, hes worried about the dinner?
And Warburton was like hitting a home run every single time he opened his mouth because he understood Kronk.
Like when you were a kid, youre running around… Warburton just goes, I got you.
Here we go…
Warburton:My own theme song, Kronks theme song, I improvised that.
He was just so good to write for.
Warburton:Eartha and I had actually worked together before that.
We did some horrible movies in South Africa back in 1985 [DragonardandMaster of Dragonard Hill].
Oliver Reed was the villain.
Eartha Kitt ran the bordello.
Im the one white slave.
Now, I was 22 years old.
I rowed crew in college, so I was still in pretty damn good shape.
And its one of these exploitation-jot down films.
To reiterate,these are the worst movies ever made.
I might have one of these details wrong.
It cost them millions of dollars in post.
But whats really funny is after wed done those films, Eartha was performing at the Roosevelt Hotel.
I went to see her perform.
She invites me up to her room and excuses her butler, and were just sitting there.
I am on one end of the couch, and Eartha is on the other end.
And shes petting this furry creature, this animal I cant tell if its a dog or a cat.
Im a 22-year-old kid on the other end of the couch withEartha Kitt.
We were worlds apart.
I look at Kronk and Yzma.Oh, my God, art has just copied reality here.
I just thought back to me and Eartha, 15 years before.
Meanwhile, remember Sting?
But the production was determined to keep him onboard.
Hahn:Sting was a real mensch.
But Randy wasnt going to let him resign.
He was like, Okay.
Well talk next week and then well send you the new assignment.
Sting would say, No, you dont understand.
Randy and Mark were persistent about keeping him involved.
In the end he had some really great work in the movie.
Fullmer:It was a bumpy ride.
He quit about five times, and I talked him into staying five times.
Dindal:All the very difficult things ended up Randys job.
He did what a producer is supposed to do, which is shield the creative.
Fullmer:Sting likedKingdom of the Sun.
He liked the different elements and the complexity.
By the time we got toEmperors New Groove, I remember talking about it.
And he said, Yeah, yeah.
I mean, thats all good.
Im not against any of that, but its just not a big idea.
He wanted a big movie.
He wanted to see characters singing his songs.
They missed our entrance, so we had to do our entrance twice.
Stings longtime agent was there.
Just a very high-pressure meeting.
We all left and were driving away.
Someone said, Ive got to pee really bad.
Yeah, so do I.
We all go in this bathroom and release large amounts of urine.
How do you improvise an animated film?
So what happens when the studio bets on a more off-the-cuff, go-for-broke humor?
Reynolds:During recording sessions, Mark and I have a system where I pitch into Marks ear.
Like, Marks on the floor with the talent.
Dindal:I wore a set of headphones and I was in contact with Dave [Reynolds].
Only I could hear him.
Hed say, How about this line?
How about that line?
Lets tweak it this way.
So improv skills were coming into use.
Spade:Theyd let you goof around and say, Do this.
Do more of that.
Have fun with that.
Thats when its really fun because I dont really know the whole movie.
I was just not wanting to be embarrassed because I didnt hear anyone elses parts.
Reynolds:The thing with Spade was trying to get him to stop improvising.
Were like, No, no.
This is timeless, no references, no references.
Spade:I think they got sick of me by the end, because it was just forever.
They kept bringing me.
And I kept saying, I thought it was over.
Then theyd go, No.
You got to do this.
I was getting frustrated going, Am I bad?
This movie is not ending.
By the end of it I was just hoping it would be okay.
I really was telling everyone I was going to be in a Disney movie.
Goodman:It wore me out.
I dont want to sound whiny, its not like laying brick or anything.
But just sustaining energy [was a challenge].
Plus, I think I was still smoking, so that couldnt have helped.
They tape you, so they know what kind of faces Im pulling.
Thats pretty smart, because they can draw your dialogue around it.
So you ham it up a bit.
The recording stage is kind of dark and dim.
Its like a music recording stage.
Hes there with the microphone.
He just didnt have any energy.
Eddie Murphy was the same way.
This quickly became a movie where a trampoline salesman makes sense.
Miller-Zarneke:Mark and Randy knew how to bring out the best in people.
It was a healing process, I think, really.
If you walked into the room, youd think, What are we paying these people for?
And then the last 15 minutes, wed really lock in.
I didnt feel like were just goofing around.
This is part of the process.
Anderson:As documented inThe Sweatbox, meetings oftentimes would turn into things like chair races.
Miller-Zarneke:I was like the den mother.
Younger than a lot of them, but still the one calling people back in.
Guys, guys: that board over there, lets go back to that.
Dindal:It was just the perfect dynamic of people.
You cant just sit down and go, Right, lets be funny.
Reynolds:Our whole story crew became like one brain.
We were talking about the opening song that we were going to do.
Theyre trying to think of somebody who can sing it.
I live in L.A., and Im driving into Disney, and I hear Tom Jones on something.
I think,Tom Jones should sing the song!
I know whos going to sing the song.
He goes, We had an idea.
I go, Who?
He said, Tom Jones.
I go, Tom Jones!
Kind of like a Vegas thing?
Shes not going to splat.
We said, Oh yeah.
Thats what it should be.
You cant imagine a story session inBambiwhere somebody says that.
This quickly became a movie where a trampoline salesman makes sense.
So, if you could work jump-roping into the movie that would be fantastic.
And we went, Yeah, no problem, no problem.
And were all like, Jump-roping?!?
But I go, Look at the movie we have.
Of course we can figure in jump-roping!
And then all of a sudden, in literally three minutes, we had Kronk jump-roping.
We had a whole version where Pacha takes Kuzco to the top of the mountain.
So Kuzco is walking around, going, Im your emperor.
And everybody goes, Yes, sire.
We actually had Adam West come in and play a part.
He comes up and says, Your Highness.
I know its you.
He goes, The rebels are ready to help you escape.
The thing is, Kuzco finds that Adam West is crazy; his army is a bunch of scarecrows.
But anyway, [Adam Wests character] said, When I see you, Ill call you.
And the call was like the whip-poor-will sound.
Then I said to Mark, Wait a second.
Have him say the word as if hes making a call.
So Adam West just went, Whip-poor-will!
Literally saying the word.
Williams:At some point, I was like, My gosh, whatcantbe in this movie?
I need to know.
But what if we just keep doing split screens?
Keep doing it…until its all these tiny little boxes.
I finally got an, Ah, I dont know.
So I was like, Okay.
I think I know now the tonal limit.
Fullmer:Ive only told this to a few people.
Tom Schumacher did not come to my office ever, except one time.
And he was almost crying, ready to lose it.
Oh, we made that.
Nevertheless, audiences in 2000 found it, some in theaters, many, many more on home video.
And it said, What a chunk!
And I remember thinking,What do you mean, What a chunk?I dont get it.
Its not a reference to the movie.
Ive worked on movies where I was the beneficiary of the marketing blitz.
This movie was going to have to sell itself.
Disney Interactive folks were super-excited to put a game out.
But we were like, Is somebody going to make a Kuzco plush?
Tell me theres a llama, theres a stuffed llama somewhere?
It was a little bit of, Oh, we made that.
Its like a Looney Tunes cartoon more than a Disney cartoon in some respects.
Allers:I didnt go to anything until the final screening for the studio before the wrap party.
I remember seeing it in Graumans Chinese Theater.
It was an exercise in letting go and appreciating what someone else has done.
I could appreciate their comic timing.
The character designs were snappy.
They had Joe Moshier, a wonderful character designer.
I had just started working with him onKingdombut they kept him forGroove.
Reynolds:We opened horribly, like $9 million.
We ended at $90 million.
We had a multiplier of ten.
Nobody ever has a multiplier of ten.
The Disney machine, which is massive, can market anything.
They couldnt promote it.
Davidson:There were some beautiful songs Eartha Kitt did.
It kind of drives me crazy.
One day, she said, Do you know how crazy that whole story was?
I didnt see the documentary.
They told me a little bit about it.
And then Trudie just happens to be filming?
It gets into the sweat and the grit of it all.
Disney owns the thing.
We dont have any clout in terms of releasing it ourselves.
I would love to have released it.
It pops up online now and then, and the lawyers take it back immediately.
Schneider:Im disappointedThe Sweatboxdidnt come out.
No matter how good or bad we all come off in it.
I think its an interesting movie.
Disney+ is just gobbling things up.
So why not just put it out?
Miller-Zarneke:I swear, they probably had 150 hours of footage.
The access was unheard of.
I think Disney was mortified.
But they didnt put any effort behind it.
Why wouldnt you put it out with the DVD [ofEmperors New Groove]?
Hahn:A couple years ago I did a ton of appearances.
Williams:Ive occasionally given talks about story or aboutmovies that Ive worked on.
And the audience usually has little reactions.
But the sound is different forTheEmperors New Groove.
Its a smaller group of people but theres more passion.
Its my only cult movie.
We knew it was not going to end up being the nextLion Kingas far as box-office success.
But even that was sort of thrilling.
It was an energy that Ive never felt before or since.
I just watched the movie again last night, and I was thinking,This shouldnt exist.
He goes, Oh, my favorite movie,Emperors New Groove.
This guy she worked for.
He says, I have a whole Twitter page devoted to it.
And she goes, My uncle wrote it.
The guy, when he heard this, got up and walked around, couldnt take it.
So, Im going to get Mark and were going to Zoom with that guy next week.
Spade:Ive done a lot of movies.
Thats the only one I got good reviews in, andit wasnt because of me.
I still hear about it all the time.
Reynolds:Ill tell you one other thing about this story that nobody gets.
One day, a friend of mine at the studio comes by pushing a two-wheel cart.
It had three or four legal boxes on it.
He goes, Okay, Reynolds, thanks for this.
I go, Whats that?
He goes, This is theGroove, these boxes.
This is everything youve written.
Its like that last scene inRaiders of the Lost Ark.
I just need the final script forEmperors New Groove.
They didnt send one down.
He goes, The final draft, the whole final script.
I go, No script.
He goes, Theres no script?
What are you talking about?
I go, We dont have a script.
We never wrote a script.
We just made the movie.
He goes, Youve got to have a script.
Archives has to have a script.
I dont know what to tell you.
Tell them to go see the movie.
Its in theaters right now.
He goes, You guys dont have bound pages?
I go, Nope.
We have no bound pages.
Theres three or four legal boxes.
it’s possible for you to have all you want.
I saw them the other day.