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Book Review: 'When Magoo Flew: The Rise and Fall of Animation Studio UPA'

Adam Abraham’s new book smartly tells the story of UPA’s meteoric rise, eventual decline and lasting artistic and creative impact still felt today.

When Magoo Flew: The Rise and Fall of Animation Studio UPA, by Adam Abraham.  Illustrated.

Middletown, CT, Wesleyan University Press, March 2012, hardcover 978-0-8195-6914-1 $29.95 (xvii + 301 [+ 1] pages); Kindle 978-0-8195-7270-7 $14.99.

UPA's founders, Zachary Schwartz, David Hilberman, and Stephen Bosustow (left to right), discuss the storyboard for Sparks and Chips Get the Blitz (1943). All images courtesy of Adam Abraham.

Abraham explains the purpose of this book in his Preface. 

“In the 1950s, the artists of UPA moved beyond the rounded realism of the Walt Disney Studio and the crash-bang anarchy of Warner Bros. to create films that were innovative and graphically bold – the cartoon equivalent to modern art.  UPA’s influence could eventually be seen everywhere, from Hanna-Barbera in California to the Zagreb Film studio in Europe – an influence that continues to this day, in television cartoons and in computer animation produced for the Internet.

“When Magoo Flew: The Rise and Fall of Animation Studio UPA examines this achievement and chronicles the birth, joyous reign, and regrettable decline of a unique American enterprise.” (p. ix)

Abraham’s history of United Productions of America covers much more than that studio alone.  In his picture of how UPA grew out of the Disney strike of 1941, he describes the Disney studio of 1938-1941 in considerable detail and the 1941 strike in great detail.  Anyone interested in the history of the Disney studio should read this.

Story sketch from Man Alive! (1952), an industrial film produced for the American Cancer Society.

Most of the animators (or animation artists of varying technical ranks) who joined the strikers were among Disney’s younger artists, who had a modern art education.  The wrap-up of the strike required Disney to rehire the strikers, but they were made to feel unwelcome or soon re-fired.  By the end of 1941 there were hundreds of young animators looking for new jobs.  Abraham argues persuasively that this was both why the Disney studio lost its willingness to experiment with new art styles after the early 1940s, and why there were so many animators interested in modern art at other studios during the 1940s.

The end of 1941 also marked America’s entry into World War II.  Many of the ex-Disney artists went directly into the military, or were soon drafted.  Artists from the animation studios, including Disney, were also drafted.  These artists seldom served at the front; they were usually assigned to film units making animated training films for the Army and Navy.  These films usually had minuscule budgets, and the officers or government bureaucrats who ordered them were not concerned with Disney-style full-animation realism; so the animators were free to experiment with modernistic designs and cost-cutting methods.  This also held true for artists hired by Columbia Pictures’s Screen Gems animation studio.  Columbia, a “minor” studio, didn’t really care how its cartoons were made as long as they were cheap, so its new animators enjoyed considerable creative freedom.

UPA's stylization reaches a peak in Bobe Cannon's 1954 cartoon Fudget's Budget. Two typical American consumers, Mr. and Mrs. Fudget, float in a sea of dept in this satire written by Cannon, Tedd Pierce, and T. Hee.

Between 1942 and 1944 four ex-Disney employees came together; John Hubley in the Army, David Hilberman and Zack Schwartz at Screen Gems, and Stephen Bosustow who was trying to start his own small studio with virtually no funding.  Hilberman and Schwartz, who were friends, rented a tiny personal office in Hollywood in late 1943 where they could experiment with modern art together.  Bosustow, who had been introduced to them and who had a shipyard contact, proposed that they become a part-time studio, Industrial Film and Poster Service, and accept a contract to make an industrial safety filmstrip.  Meanwhile Hubley, who was in the Army’s First Motion Picture Unit, was asked by a labor union man to moonlight preparing a storyboard for a ten-minute animated cartoon that the pro-Democratic United Auto Workers wanted to produce, to promote Franklin D. Roosevelt’s re-election in 1944.   Hubley and his friend Bill Hurtz did the storyboard, Hell-Bent for Election, and got the UAW’s agreement to finance it.  The two then needed an animation studio to produce it.  None of the existing studios wanted to become involved with a film so political, so Hubley & Hurtz – with Warner Bros.’ Chuck Jones as director -- ended up at Industrial Film and Poster Service, which agreed to convert itself into an animation studio with the UAW’s financing.  Hell-Bent for Election was a success, and Bosustow used it as a demonstration reel to get more labor and military commissions to make training films.  In May 1944 Industrial Film [etc.] renamed itself United Film Productions, and in December 1945 United Productions of America – UPA.

UPA’s growth into a real animation studio was accomplished through Hilberman’s and Schwartz’s contacts at Screen Gems.  Screen Gems was “flailing” aimlessly (p. 74), so UPA – which after the war had added Hubley and Hurtz to its staff – offered itself to Columbia as the producer of its animated cartoons.  They got a five-year contract in 1948.  Importantly, they won the freedom to make their own cartoons instead of being obligated to feature Columbia’s existing (and not very popular) cartoon characters.  “With a talented staff, a Columbia contract, and a brand-new studio, UPA was in business.” (p. 86)

Modern design in the ancient world: Brotherhood of Man, UPA's second animated film produced for the United Auto Workers.

The first Mr. Magoo cartoon, The Ragtime Bear, was released in September 1949.  UPA staffer Theodor “Dr. Seuss” Geisel’s Gerald McBoing Boing, released in December 1950, was even more popular, winning the Oscar for Short Subject in 1951.  During the early 1950s, UPA quickly became a major animation studio ranking with Disney, Warner Bros., and MGM.  UPA’s championing of “non-Disney” (and sometimes daringly non-funny) modern art in such cartoons as Rooty Toot Toot and The Tell-Tale Heart became household knowledge.  UPA won plaudits for animating famous artists’ well-known stories in the artists’ own style; Ludwig Bemelmans’s Madeline and James Thurber’s The Unicorn in the Garden.  It seemed that UPA could do no wrong.

What happened?  When Magoo Flew tells it all; from the meteoric rise to the slow decline and fade to oblivion.  UPA is practically forgotten by the public today, but Abraham shows that it has had a lasting artistic and creative influence within the animation industry to the present. To anybody who remembers how prestigious it was during the 1950s, and has wondered whatever happened to it, here is its story told in full and engrossing detail. 

When Magoo Flew is not only a popularized history.  There are over 30 pages of notes, a select bibliography and filmography, an index, and 72 illustrations (photographs and model sheets) including 20 color plates.


Fred Patten has been a fan of animation since the first theatrical rerelease of Pinocchio (1945).  He co-founded the first American fan club for Japanese anime in 1977, and was awarded the Comic-Con International's Inkpot Award in 1980 for introducing anime to American fandom.  He began writing about anime for Animation World Magazine since its #5, August 1996.  A major stroke in 2005 sidelined him for several years, but now he is back. He can be reached at