
Disney may seem like pure fantasy, but some of the magic is stolen from the real world. From glittering heroines to unforgettable villains, many classic characters were inspired by celebrities, stage stars, and even pop icons. Here’s a countdown of ten cartoon classics that owe their appearance or attitude to real-world inspirations.

10. The Mad Hatter – Ed Wynn
Alice in Wonderland’s Mad Hatter is daffy, zany, and hyperactive, and that’s not an accident. He was actually based on comedian Ed Wynn, who not only did his voice but also influenced his mannerisms. Animators taped Wynn during recording sessions and literally translated his idiosyncrasies, facial expressions, and improvisations directly into the character.

9. Dr. Facilier – Michael Jackson (with a dash of Usher)
The charming villain of The Princess and the Frog strides as if he were born to perform. That is because animators heavily drew from Michael Jackson’s distinctive flair, his lean physique, angular dance moves, and stage presence. Usher also had an influence on them, providing Facilier with a New Orleans beat that makes him one of Disney’s coolest villains.

8. Cruella de Vil – Tallulah Bankhead
Cruella’s frenetic glamour wasn’t conjured up out of thin air. The 101 Dalmatians animators researched Tallulah Bankhead, an actress known for her husky voice and flamboyant personality. Cruella’s smoky style and untamed flair are a virtual duplicate of Tallulah’s sans the can’t-live-with-’em attitude towards animals.

7. Ursula – Divine (with Gloria Swanson’s panache)
Disney had trouble with the design of Ursula until they consulted Divine, the iconic drag queen. Her over-the-top makeup and over-the-top persona influenced the sea witch we recognize today. To capture her movement, animators also drew inspiration from Gloria Swanson’s melodramatic movement in Sunset Boulevard. This yields a villain who’s both frightening and fabulous.

6. Jessica Rabbit – Rita Hayworth (with a sprinkle of Veronica Lake and Lauren Bacall)
Jessica Rabbit’s classic sex appeal in Who Framed Roger Rabbit owed a great debt to Rita Hayworth’s Old Hollywood glamour. Veronica Lake’s signature peek-a-boo hair and Lauren Bacall’s icily confident attitude contributed additional layers, making Jessica the quintessential animated femme fatale.

5. The Vultures (The Jungle Book) – The Beatles
Those mop-top vultures in The Jungle Book were intended as a cheeky homage to The Beatles. Disney went so far as to think about having the band voice the characters and croon a Beatles-esque song, but John Lennon allegedly vetoed the idea. Nevertheless, their appearance and accents are unmistakably Liverpudlian.

4. Princess Tiana – Anika Noni Rose
In contrast to most of the characters on this roster, Princess Tiana was officially based on her own voice performer, Anika Noni Rose. Her dimples were caught on camera, her reactions were duplicated, and Tiana was even made left-handed like Anika. It’s a special occurrence where the actress and the princess are nearly identical.

3. Maleficent & Lady Tremaine – Eleanor Audley
Eleanor Audley didn’t simply voice Maleficent (Sleeping Beauty) and Lady Tremaine (Cinderella); she gave her whole presence. Disney shot her acting out the roles so animators could replicate her moves and expressions. Her royal nastiness became the template for two of Disney’s scariest villains.

2. Aladdin – Tom Cruise
Aladdin’s initial designs were boyish and playful, but animators concluded he required more star quality. They borrowed from Tom Cruise for his self-assured grin and dramatic features. Overnight, the street rat possessed movie-star charm to complement his escapades.

1. Ariel – Alyssa Milano
The Little Mermaid’s Ariel owes her wide-eyed innocence and cuteness to a young Alyssa Milano. At the time, Milano was unaware that she was being used as a reference point. Years later, she confessed she was surprised, but once you spot the resemblance, it is difficult to ignore.

Disney movies might be set in magical castles and distant kingdoms, but the inspiration tends to come from mundane muses. The next time you watch these old favorites, you might just catch a familiar face lurking behind the animation.