Who are the 543 Disney characters in ‘Once Upon a Studio’?

The short begins with Disney Legend – and longest-serving Disney employee at 70 years – Burny Mattison (who filmed the opening scene just six months before he passed away in February 2023) telling a young intern, “if these walls could talk.”

“For 70 years, Burny was such an important part of this studio, said Disney Animation President Clark Spender. “His career spans everything from working in the mailroom to being an animator and story artist to directing feature films to being the best mentor anyone could ever ask for.”

When Burny closes the door, it sets off a flurry of activity as unlikely combinations of Disney characters make their way to the front of the building for a 100^th-anniversary photo (all thanks to a little pixie dust from Tinkerbell).

So, let’s take a look at “Once Upon a Studio” scene-by-scene and see how many characters we can identify before we get to the big photo finish.

“Once Upon a Studio” Scene-by-Scene

After Burny shuts the door, Mickey calls for Tinkerbell (and when he’s sure the coast is clear), he and Minnie jump out of their frame and set off to gather the rest of the gang.

Down the hall, Princess Tiana gathers Pinocchio, Judy Hopps and Nick Wilde from “Zootopia,” and her “Princess and the Frog” pal Louis the Alligator.

As Mickey passes three framed scenes from “Bambi,” Bambi, Thumper, and Flower jump out to wake up Orville, Bernard, and Miss Bianca from “The Rescuers,” who narrowly miss Minnie with Bolt, Mittens, and Rhino from “Bolt” when Orville crash lands.

Minnie enlists the help of Peter Pan to fly with Wendy, John, and Michael to “get the folks upstairs.”

The Second Floor

When they reach the second-floor landing, Peter and the kids are intercepted by Sisu from “Raya and the Last Dragon,” who’s apparently racing Jim Hawkins from “Treasure Planet” through the hallway. Around the corner, Maui from “Moana” turns into a giant bird and heads up the stairs as he reminds Aladdin and Apu to meet in the lobby.

Hot on their heels is Vanellope von Schweetz in her kart-racer with Dodger from “Oliver & Company” riding shotgun. Then, Elliott from “Pete’s Dragon” swoops by with Cody from “The Rescuers” (passing Wayne and Lanny from “Prep and Landing”).

Moana rides in on a wave, catching Flounder just in the nick of time – except he needs water. Moana dashes to the Snuggly Ducking (a nod to “Tangled”), where Merlin is busy serving tea to Cogsworth, Mrs. Potts, and Chip from “Beauty and the Beast;” The Mad Hatter and March Hare from “Alice in Wonderland,” and Dr. Lucille Krunklehorn from “Meet the Robinsons.” Luckily for Flounder (and thanks to Merlin), the Hatter’s hat makes a handy fish bowl (despite no help being offered by a passing penguin waiter from “Mary Poppins” who’s carrying a plate of spaghetti and meatballs a la “Lady and the Tramp”).

Passing Stromboli from “Pinocchio” struggling with a vending machine, Anna wonders aloud to Elsa if all the villains will be part of the photo, to which Elsa replies with a snow flurry ensuring at least once villain (namely Hans) remains inside his frame.

Following Mickey and Minnie’s instructions, Donald calls the elevator only to find it already packed with Terk from “Tarzan,” Carl from “Meet the Robinsons,” Mother Gothel from “Tangled,” plus Ranger Woodlore and Humphrey, the Bear, but just as the doors are about to close, Flash from “Zootopia” asks Donald to hold the elevator.

Meanwhile, as Olaf from “Frozen” is working at an animation desk (and Pumba and Timon from “The Lion King” pass his door and tell him to hurry), Genie (voiced by the late great Robin Williams) appears from the sketch pad.

At the men’s room mirror, Gaston from “Beauty and the Beast” is getting ready for the photo, along with Prince John from “Robin Hood,”  Thomas O’Malley from “The Aristocats, “Chicken Little, Milo from “Atlantis: The Lost Empire,” Happy from “Snow White and the Seven Dwarfs,” and the Headless Horseman from “The Legend of Sleepy Hollow” – Oh, and the Cheshire Cat from “Alice in Wonderland.”

As Minnie reminds the men to “get moving,” Pooh enlists the help of Christopher Robin, Kanga, and Eeyore to help him get out of his frame, and Antonio from ‘Encanto” is having a walk-and-talk with Pua from “Moana,” Meeko from “Pocahontas,” Pascal from “Tangled,” Cri-Kee from “Mulan,” and a pair of cheerful bluebirds from “Cinderella” – but pauses to remind Joanna from “The Rescuers” not to eat Jaq and Gus from “Cinderella” (with help from Pluto).

In the lobby, the “101 Dalmations” pups are watching “Fantasia” as Angus McBadger, Rat, and Mole from “Wind in the Willows” along with Ryder, Honeymaren, Christoff, and Sven from “Frozen” pass through, with Christoff advising the puppies (a little late) to stop watching the scary scene. When they scurry away from Chernabog, the puppies cause Scrooge McDuck to drop his bags of money, much to the delight of Robin Hood and Little John.

Finally, Flash joins the (now annoyed) Donald and crew at the elevator, and at the last minute, Baymax from “Big Hero 6” squeezes in.

On another landing, Ursula is followed by a lovestruck Splat from “Strange World” as Cinderella and Prince Charming descend the stairs. When the prince loses a shoe, the two share a laugh until Max (Prince Eric’s dog from “The Little Mermaid”) runs away with the footwear.

Mickey comes up the stairs and is concerned to see Kaa from “The Jungle Book,” hypnotizing Clarabelle, but Rapunzel assures him that she (and her trusty frying pan) has everything under control.

That’s when Mickey notices a portrait of Walt, and they share a moment as “Feed the Birds” from “Mary Poppins (Walt’s favorite song) plays in the background. (It was recently recorded by Richard Sherman in Walt’s office. More about the making of the Once Upon A Studio short.)

100th-Anniversary Photo Op

Minnie calls Mickey to the lobby, so he catches a lift with Dumbo, flying past a crowd on the stairs that includes Madame Medusa from “The Rescuers,” Michael “Goob” Yagoobian (AKA Bowler Hat Guy) from “Meet the Robinsons,” Kronk from “The Emperor’s New Groove,” The Clade family (Ethan, Searcher, and Meridian) from “Strange World,” Clara Cluck, Pegleg Pete, and Gazelle from “Zootopia.”

As Raya holds the door – with Madam Mim from “Sword in the Stone” and Flynn Rider and Maximus from “Tangled” looking on – Mickey and Dumbo fly out the studio’s front door, followed by Wreck-It Ralph, Scar from “The Lion King,” and Mr. Toad who has a new “wild ride” aboard the flying carpet from “Aladdin.”

We hear Mickey mention the ladder, which causes Ichabod Crane from “The Legend of Sleepy Hollow” to turn around quickly and duck as Goofy recklessly swings a tall ladder around.

Trusty and Jock from “Lady and the Tramp” are followed by Flora, Fauna, and Merryweather (the three fairies from “Sleeping Beauty”), who look at the studio’s iconic wizard’s hat and magically change it from blue to pink and back to blue.

Mickey starts gathering everyone for the photo, including Amos Mouse and Benjamin Franklin from “Ben and Me,” Phil from “Hercules,” Luisa from “Encanto” (holding Rutt and Tuke from “Brother Bear” and the cow crew from “Home on the Range”), Pacha and Kuzco from “The Emperor’s New Groove,” Colonel Hathi and Winifred from “The Jungle Book,” the three little pigs, Cinderella’s stepsisters Anastasia and Drizella), Captain Hook and Smee from “Peter Pan,” and a black and white Oswald, the lucky rabbit.

Rafiki from “The Lion King” lifts the camera to Goofy (a la Simba), and as Goofy teeters on the ladder, Tarzan and Jane, Chief Bogo from “Zootopia,” Casey (at the bat), Clarabelle, Horace Horsecollar, and Jafar from “Aladdin” worriedly look on (with Iago counting down to his inevitable fall) – and when Stitch steps up to “help,” Lilo steers him away.

In true Grumpy style, the grouchy dwarf from “Snow White and the Seven Dwarfs” throws up his hands in disgust while young Simba and Nala from “The Lion King” as well as Rabbit, Eeyore, Piglet, and Mr. Beaver from “The Many Adventures of Winnie the Pooh” look disappointed.

As Friar Tuck from “Robin Hood,” Fred, Honey Lemon, GoGo Tomago, Wasabi, and Hiro from “Big Hero 6,”  The Big Bad Wolf, Ludwig von Drake, Arthur from “Sword in the Stone,” King Leonidas from “Bedknobs and Broomsticks,” and the Ongis from “Raya and the Last Dragon” start to leave, Mickey begs them to stay, but it’s no use.

The group is joined by Princess Jasmine from “Aladdin,” Alma and Isabela Madrigal from “Encanto,” Rivera from ‘Wreck-It Ralph,” Daisy Duck, Officer Clawhauser from “Zootopia,” and Koda and Kenai from “Brother Bear.” But then they hear a guitar playing “When You Wish Upon a Star.”

It’s Alan-a-Dale, the musical narrator from “Robin Hood” who’s joined by Scat Cat from “The Aristocats” on trumpet, Mirabel from “Encanto” on accordion, and Hathi Jr. from “Jungle Book” on his trunk while Taffyta Muttonfudge from “Wreck-It Ralph” and Johnny Appleseed look on – and because it’s Disney – the singing starts.

When You Wish Upon a Star Your Dreams Come True

First, it’s Belle from “Beauty and the Beast” (standing with The Queen of Hearts from “Alice in Wonderland,” Lewis and Wilbur from “Meet the Robinsons,” Penny from “The Rescuers,” plus Pecos Bill and Widowmaker). As the Beast joins Belle for a duet, Hades from “Hercules” gripes, but Aurora and Phillip from “Sleeping Beauty,” Cruella De Vil from “101 Dalmations” and John Henry look pleased.

The next verse is sung by Quasimodo from “The Hunchback of Notre Dame” (who is joined on the studio’s rooftop by his gargoyle pals Victor, Hugo, and Laverne).

Pocahontas sings to Mama Odie from “The Princess and the Frog,” Tod and Copper from “The Fox and the Hound,” Basil of Baker Street, Olivia Flaversham, and  Dr. David Q. Dawson from “The Great Mouse Detective,” Dumbo and Timothy, Boun and Tong from “Raya and the Last Dragon,” and the Aristocats (Duchess, Thomas O’Malley, Marie, Toulouse, and Berlioz).

Then, Princess Ariel sings to Nessie, Prince Eric, Jaeger Clade from “Strange World,” and Dolores Madrigal from “Encanto” – accompanied by Scuttle who’s very quickly hushed by Baloo and Mowgli from “The Jungle Book” as Lady and the Tramp smile and Sebastian the crab conducts from atop the golden harp from “Fun and Fancy Free.”

Goofy looks sadly at his broken camera when suddenly, Sorcerer Mickey’s magical brooms from “Fantasia” come to his aid, assisted by Felix from “Wreck-It Ralph,” Hercules, and Cinderella’s Fairy Godmother (who bibbidi bobbidi boos everything back on track).

Snow White then harmonizes with Mulan and Asha from “Wish” for Lambert the Sheepish Lion from “Return to Neverland,” Princess Eilonwy from “Black Cauldron,”Baymax, Oaken (Yoo Hoo), and Robin Hood and Maid Marion from ‘Robin Hood,” Winnie the Pooh, Tigger, The White Rabbit from “Alice in Wonderland,” and Lumiere and Plumette from “Beauty and the Beast.”

To “bring it home” is none other than Jiminy Cricket, who sings his iconic song from “Pinocchio” from the palm of Mickey’s hand.

Say Cheese, Everyone!

So, how did you do? Can you identify any characters we didn’t mention in the photo below?

You can watch “Once Upon a Studio” on Disney+ and Hulu.