We were installed in a tiny loft at the corner of Selma and Vine streets in Hollywood. It was the Otto K. Oleson building. Otto was the supplier of all those huge Klieg lights that sliced and waved through the sky during Hollywood movie premiers. The top floor was unusual in that the hallways between the rooms were roofless. Whenever it rained, we had to stuff wads of drawings under our shirts, and dash with them from room to room!

This humble workplace reinforced one of my favorite theories, developed over the years: "The worst working conditions often produce the best work." When UPA began to prosper, and a great architect was commissioned to design the new studio building in Burbank, things were never the same. The studio promptly began to lose its "brothers and sisters together" joy. Financial pressures, the need to place blame, and huddled conspiracies, began to force splits.

I found this ironic situation repeated over and over during my career. >>> Bad conditions tend to hold people together. <<<. Elegant surroundings, great offices and impressive furniture lead to pushing and shoving for prime locations and status. But the UPA of the Otto K. Oleson building had no such problems. It was Poverty Productions, and had a fantastic creative cohesion. The basic UPA conceptions bloomed within that building!

They were still doing Air Force Flight Safety films when I came in. The most famous was "Flathatting," about the dangers of showing off by flying too low. That was one of John Hubley's early masterpieces, along with the Dover Boys, and other films that used biting humor and advanced graphics to teach safety. Earlier they had done "Brotherhood of Man," the first film to use a Saul Steinberg-style character. Everything was creatively and politically exciting. I was thrilled to become a small part of this group and to work on films of such groundbreaking importance. Among the early films I worked on were the Flight Safety series.

I got my first chance to do layouts and design on my own on a pilot for Dusty of The Circus, on which I used a then new technique of drawing directly on frosted cels with Ebony pencils, eliminating inking. It was an early low-cost production experiment.

It was the most thrilling time of my career, when it was barely budding. I sat at an animation desk right beside Bill Hurtz, who lectured me non-stop as we worked, filling me in on the Disney Studio history, which I had missed. Bill taught me the tight integration between the technical and artistic construction of a film. He knew the hows and whys, and I have spent the rest of my career doing my best to apply them. Bill was not only a master of his art and craft, but a thorough teacher and marvelous storyteller.

I mentioned that the UPA guys were jazz fans and refugees from Disney. Some of Disney's top animators were also jazz musicians, most notably Ward Kimball and Frank Thomas. So was George Bruns. They had an informal jazz band they called the "San Gabriel Valley Blue Blowers." The Blue Blowers came over one magical night in 1947, and we had a jazz recording orgy in the UPA projection room. I was an amateur recordist and had a primitive disc recorder. It was before tape. A vibrating needle cut a spiral groove on a glass disc coated with plastic Those old 78 RPM recordings have a special value today, because the trombone-playing Ward Kimball also owned an antique fire engine, and later renamed his group "The Firehouse Five plus Two," launching him into a parallel career as a dixielander.

I was a bright-green, naïve kid. I was the one who was sent on a studio chase to borrow the "cel-stretcher," when one was needed to increase the length of panorama artwork. I was the one who laughed at all the sophisticated jokes by the big guys, even if I didn't get the obscure points. But I was eager. I worked hard, and believed in everything UPA stood for. Unfortunately, the projects didn't overlap. I was regularly laid-off at the end of every film. I had to go home and wait for the phone to ring. It was usually a month on, and two weeks off. With two small sons, I was a nervous wreck. I had given up a steady and secure job at CBS for this dreamlike and vaporous existence.

The essential barrier to my being a regular was Union membership. In those days the Cartoonists Union was a closed shop, with Catch 22 as its basic code: you couldn't be a Union member without a regular job in a contract studio, and you couldn't get a regular studio job if you didn't belong to the Union. I needed an "exception," and my next great piece of luck was that at that very time Bill Hurtz was president of the Union! Fortunately he liked and believed in me, and was able to get me the needed exception. I got my Union card, and was upped from from temp to tenure. I was able to be a small part of the first Columbia Pictures "Fox & Crow" cartoons, and the birth of Mister Magoo.