By Amy Braun

In her early twenties, Alice Estes Davis developed a reputation for the fashion lingerie she designed at Los Angeles' Beverly Vogue & Lingerie House. When a former art instructor gave her a call one day, Davis was on her way to discovering both a new life calling and her soul mate. The instructor was Marc Davis, one of the animators among Walt Disney's famed Nine Old Men, and he was looking for some costumes to be designed for live-action reference footage on Sleeping Beauty.

The Davises were married in 1956 and Alice found steady work at the Disney studio, beginning with designing costumes for the live-action film Toby Tyler, or Ten Weeks With a Circus. In the early 1960s, both Marc and Alice moved from film to the parks. He came up with story and character ideas for such Disneyland attractions as the Enchanted Tiki Room, It's a Small World, Pirates of the Caribbean, the Haunted Mansion, and Jungle Cruise. She worked on some of the very same attractions, designing costumes for the Audio-Animatronic figures of Small World, Pirates, and the Carousel of Progress.

For her contributions to the company, Alice Davis was named a Disney Legend in 2004, following in the footsteps of her husband who received the honor in 1989. The two were happily married for 44 years until Marc's passing in 2000. Today, Alice, 78, continues to serve as a consultant to the company and a special guest at Disneyland events.

This week's new 2-Disc Platinum Edition DVD of Disney's 101 Dalmatians holds special significance to Ms. Davis. In his last and arguably greatest contribution to cinema, her husband Marc single-handedly designed and animated Cruella De Vil, the film's unforgettable villainess. Cruella joined the company of Peter Pan's Tinker Bell and Sleeping Beauty's Maleficent as Davis-created ladies who mesmerized audiences. In conjunction with the Dalmatians DVD's promotional campaign, Alice recently spoke with UltimateDisney.com about Cruella and other highlights in the Disney careers of her and her husband.

UltimateDisney.com: The documentary on the new 101 Dalmatians DVD mentions that Marc single-handedly animated Cruella De Vil. Was there a reason for this?

Alice Davis: I think because he was animating her and had the character down so pat that they allowed him to do it. Plus, she is not on the screen as long as some of the other characters, even if it seems like she's on almost all the time. I think that's because she's such a strong character. Marc was very pleased to get to animate her all the way through because he wanted the character to be as strong as possible to carry the film and carry out the fact that she was just a very mean, nasty person, who had no human feeling toward anybody. She was just gonna have what she wanted and she didn't care who she stepped on or hurt. And the thought of killing those beautiful little puppies is just terrible, and he wanted to bring this across also, and I think he did a very good job.

When working on the film, did anyone have any idea that Cruella would be such a big hit with audiences?

I think, towards the end, they were all talking about what a wonderful character she was and that whether they thought it was going to be that big or not. This was the first time that the animators' drawings were seen on film. Before, their drawings were traced by very skilled girls that would ink the lines in that the animator drew for the character and paint the color on the backs. They never saw the real drawing of the animators, so when they did the Xerox and printed the actual drawing of the animator on the cel, it had a roughness to it.

This was disturbing to Walt; he always liked things pristine clean,

Browse more available 101 Dalmatians posters and photos

so it took a while for him to get used to it. But the animators and background artists were delighted to have their actual drawings shown on the screen for the first time. And by the time the film was finished, Walt thought it was pretty good after all and he got used to seeing the rough lines.

But it also saved a lot of money because the cost of Sleeping Beauty was tremendous. If they hadn't found some way of keeping the cost down, 101 Dalmatians might have been the last animated film. Being able to save the money by doing the animators' drawings with Xerox onto the cel saved quite a bit and it saved animated films.

I'm glad you brought that up. I was wondering, what would have happened if 101 Dalmatians had flopped like Sleeping Beauty?

Well, it would have been tragic. But it's amazing how sometimes a film will not be shown as making money and then, all of a sudden, it'll come back, it booms and makes more money than any film. Like Fantasia -- it didn't even break even when it came out. They were raving about it, but it didn't get much in the way of people going to see it. In fact, it still hadn't paid for itself when Walt had passed away [in 1966]. After that, a group of college students started a trend of everybody loving Fantasia and it suddenly took off, made a tremendous amount of money and put itself in the black.

That was kind of the beginning of Walt not going into abstract films. He wanted to do a lot of different experimental things, but he had to keep having some money come in so he could make films. He was not one to spend a great deal of money on fancy cars or anything. The only thing he thought of using money on was to be able to create things -- films and theme parks, not to adorn himself. He was so pleased with the art and the joy it had given him to create that he left a great part of his estate to build CalArts, the California Institute of the Arts, which I think is marvelous. It would be marvelous if more people would do that too.

Many in the film and animation industries believe that Cruella De Vil is one of the absolute best Disney villains. What do you think it is that makes her such a legendary character?

Well, I think it's the marvelous animation. I think it's the best animation Marc did. Her character comes across so well. Plus the fact you get into her, you can feel how mean and nasty she is, you can see what cruelty mean, nasty people can do and how they would treat animals. I think there's a lesson in it for all of us to be kind to animals and that animals that you're kind to will help you. And I love the cat that comes to help save the dogs, and the dogs sending messages to each other, and the importance of saving the puppies. It's a marvelous film.

I think that her character keeps it moving and the interest isn't lost. Your heart is with the animals, but you love seeing this nasty woman getting her just desserts at the same time. (laughs) Plus, if you notice, she's the only villain in a Disney animated feature that had no magic. You know, the others always had some kind of magic, like Maleficent could turn herself into anything she wanted or raise hell with things. Cruella was just as nasty and she didn't need any magic to make herself mean, because you couldn't get any nastier or meaner than what she was.

How did you come to work for Disney?

I was a student of Marc's at Chouinard Art Institute, taking animation drawing, and I was a costume design major. When I graduated from school and went to work, I was in the garment industry and Marc called one day and asked if I would do a live-action costume for Aurora dancing in the forest with the animals and the prince. The background of Sleeping Beauty was a tapestry pattern and they wanted the costumes to be like tapestry patterns and move like [the tapestry] was animated. So, he told me how he wanted the skirt to move and the vest and the blouse and all this, so I made the garment for Helene Stanley, who did the live-action dancing and so on. Everybody liked it and it did well, and that was my first job at Disney Studios.

And then I did design some costumes for a little girl in Toby Tyler, and then that was the end of the movie career! (laughs) But I did the Small World at Disneyland and Pirates of the Caribbean and some other things, and the remake of the General Electric show [The Carousel of Progress]. There were some other smaller items, but I enjoyed Small World tremendously because I was a child from the Depression, I didn't have dolls when I was little, but boy, it was sure nice having to wait for the dolls to come along, because I had the most beautiful dolls in the world to play with, with doing Small World. (laughs)

As you mention, you were involved in the design of some of Disney's most beloved attractions: It's a Small World, Pirates of the Caribbean and Carousel of Progress. All of those were introduced in a short span of just a few years. What do remember most about those 1960s park projects?

We did it with a small crew. Rolled up our sleeves and went to work, and everybody went by their first name, everybody worked hard and worked well as a unit, and it was an absolute joy and pleasure. And Walt would come by and constantly check on this.

I remember asking him how much I was allowed to spend on the Small World costumes, and he said, "Alice," he said, "I have a building over there with people that work out what we spend on things. I don't want you to worry about that. I just want you to make the most beautiful clothes for these dolls that any child from the age of one up to a hundred would love to have for themselves and be able to play with." And he said, "I just want very beautiful costumes. Whatever it costs, the men over there will figure out how to pay for it -- it's not our worry. We want to give people more than what they expect and if we do, they will always come back and they will enjoy coming to see what we're doing." But, he said, "if you cheat them, they'll never come back." So he said, "we give them the best," and that was the most marvelous answer I ever got from anybody.

And I did just what he said, I didn't look for the price of the buttons or the material or anything -- I just did it to where I thought it would be a beautiful costume for the country. In the research for that, I tried to follow, to not use a color that was not accepted in the country, all these different things, like the guards at the Buckingham Palace that have the big black fur bearskins that they wear on their hats.

And Mary Blair, who was an absolute delight to work with, was setting the color for everything Small World. And when we got to that, she said, "I want to do the fur red," and I said, "Mary, you can't do that, because that will offend the British," and she said, "Why?" and I said, "I can't remember, but I did read about it." So I had my oldest brother, who was a great history fiend -- I think he read every book in the library that had any history in it. I asked him if he would find out for me, and he called me back a few days later and said, "That was a tough one." He said, "You know what it is? If those aren't black, you did not accept the fact that the British defeated Napoleon at Waterloo." So they went black.

Two days before the show opened in New York, the World's Fair for UNICEF, they had brought everybody from the United Nations with their children to go through the ride; they spent the whole day, all these people going through, and I was absolutely terrified that I would do something that would insult them or make them angry or something, you know, a color that shouldn't be, or a shape that shouldn't be. And I didn't get one single complaint, and I couldn't believe it. I don't think I touched ground for two days, I was so excited about not having caused any problems with any country. (laughs)

Is there a project of yours that you're most proud of?

I think Small World was one that I enjoyed doing [most]. I was very proud that it came off as well as it has and that it's still going strong. It was started in '63... it was a success in New York and it came out here and it's been a success in every park, in France, in Japan, now in China, as well as here [California] and Florida. Every group that comes along to take care of it, they always want to change something. And people say, "Don't you get upset when they change this?" and I say I only get upset when they don't talk to me. If they do something better than I could and put it in, I applaud them. It's their right, but if they change something and it doesn't work, I keep my mouth shut. But at the same time, I mumble to myself about it because I want everything to be exactly the way Walt wanted it, beautiful for everybody to enjoy.

Maleficent and Cruella De Vil are such popular characters. Did Marc have a favorite and do you have a favorite between the two?

That's hard, because it's kind of like comparing an orange to an apple. But I must say that I know that Marc enjoyed doing Cruella De Vil because he enjoyed the pleasure of being able to do something that wasn't straight. He had fun making her evil, but making the evilness to where you would laugh at her because she was so incapable of doing anything that was decent. It was a good example for children not to be like her. And also, the idea of the animals loving each other and trying to save the puppies and that is a good thing for children to know, also that animals have feelings, and are wonderful to be with and around, and if you treat the animals right, the animals will take good care of you. There have been many children saved by dogs that loved the children.

Thank you so much!

Thank you for the questions!