Everyone loves a villain. We all love to hate the outrageous characters and Disney baddies are no different - particularly funny and sassy Ursula, the sea witch in The Little Mermaid.


The 1989 Disney animation, about mermaid Ariel, who gives up her voice for a chance to walk among humans on land, is one of the studio's biggest hits. The film is often cited as the film that pushed Disney animation out of a bad patch back on track into a renaissance.

The Oscar winning film gave us a singing crab, a voiceless mermaid and one of the best villains - Ursula, the very woman who steals Ariel's voice.

While we all know Ursula is an octopus (despite having six tentacles due to a tight budget) she started life in a very different state.

Her origin story gets a retelling in new documentary Howard on Disney+ 7th August.

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The documentary mainly tells the untold story of Howard Ashman, the lyricist that wrote the lyrics for The Little Mermaid, Beauty and the Beast and Aladdin before he lost his battle against AIDs aged 40 - dying before he could see the Beauty and the Beast smash records and win at the Oscars.

His impact is clear though, from the songs he wrote, including Ursula's big number. But Ashman also made clear design and story choices well beyond a lyricist's remit that gave us the iconic characters we continue to love today.

Future Lion King co-director Rob Minkoff, animator on The Little Mermaid, explains in Howard how he had come up with several designs for the sea witch when Ashman visited.

"I was designing Ursula," he said. "In the script, she was described as a Joan Collinsesque character so all the designs were a very thin, high cheek-boned woman with black hair - a kind of punk biker mumma. She was really freaky."

Ursula early concept art
Ursula early concept art Disney Animation

One of the designs on the board stood out to Ashman - and he instantly recognised where the inspiration had come from.

"I did a design based on Divine [drag queen] and that design was put on a board with other designs. When Howard Ashman came in to look at the designs he zeroed in on that one."

Ursula and drag Queen Divine
The Little Mermaid Ursula and drag Queen Divine Disney/Getty

Divine was a well known drag queen at the time. The Baltimore-born Queen had starred in the 1988 Hairspray as Edna.

Ashman knew of Divine and her stage presence and Ursula was born - a larger than life, campy, gravelly-toned octopus.

Pat Carroll, who voiced the witch, was told to emulate the same low growls that Divine was known for too while adding her own flare.

Glen Keane's design for Ursula
Glen Keane's design for Ursula Disney Animation

If you see Ursula alongside Divine the similarity is clear - her wide smile, the hair and the way she holds herself. When you see Divine in action, the echoes of her movements and personality also become clear.

The final design for Ursula was a culmination of work over four years (starting in 1985) with several animators and character designers working together, including Frozen co-director Chris Buck and animator Glen Keane.

Ashman's influence is also clear as Ursula went from a tall Joan Collins lookalike to the half-octopus version of Divine the drag queen. Minkoff and the team have also described her as a "Miami Beach matron".

Fun fact, Ursula also went through a few other designs including a manta ray, and a pufferfish. According to Disney's Animation Research Library, Dan Haskett, who designed Ariel and Belle in Beauty and the Beast, drew up some early looks which were actually inspired by singer Patti LaBelle with fin like hair.

Some of the early looks were too glamorous for the villain which was a no-no as the team knew she would have to transform into the beautiful Vanessa to tempt Eric - they needed the contrast.

Concept art for Ursula
Concept art for Ursula Disney

Finally, she became the octopus figure we know and love after storyboard artist, Matthew O'Callaghan, came up with the idea. Roy Disney had the idea to take footage of an octopus from the old Disney nature film Mysteries of the Deep (1959) as inspiration.

The finished animation you see in the film was a culmination of all this work, and Filipino-Japanese-American animator Ruben Aquino's work. The animator was reassigned Ursula and did about 98 per cent of what you see on screen based off the designs and drawings.

Ashman also talks about his love of writing music for the villain in the documentary.

“Everybody would rather write for Captain Hook than Peter Pan, they’re must more fun I don’t know why," he said. “I see her song as a comedy number and a character number."

He explains how while Ariel has no idea who the Sea Witch is when Ursula starts to sing she definitely does after the rousing Poor Unfortunate Soul tune - better than that, she's also signed over her voice setting up the rest of the story.


Sign up to Disney+ to watch Howard (and The Little Mermaid!) for £59.99 a year and £5.99 a month. Check out our best series on Disney+ and best movies on Disney+ guides or visit our TV Guide for ideas on what to watch.