by Neal Gabler
With mortality increasingly on his mind, he seemed to receive a reprieve that winter when he went in for a checkup at UCLA and was pronounced “normal for my age,” as he wrote Hayley Mills. “However after my annual checkup a couple of weeks ago I decided to leave tonight for an extended stay in the desert where I’m going to relax and read the trunkful of scripts which I should have read months ago and will finally have a chance to catch up on.” His mood brightened, and he seemed not only relieved but rejuvenated. By the spring he was making his eastern swing for EPCOT. In June he visited Mineral King and attended the premiere of Lt. Robin Crusoe on the aircraft carrier USS Kitty Hawk anchored off San Diego, where he was permitted to sit in the cockpit while a plane took off and landed on the deck. “Just about the most interesting and exciting two days in my whole life,” he wrote the captain in charge. And in July he, Lillian, Diane, Sharon, and their families—Sharon had given birth to a girl six months earlier—flew to Vancouver for a two-week cruise on a 140-foot yacht with two sixteen-foot fishing boats and a crew of eight, ostensibly to celebrate Walt and Lillian’s forty-first wedding anniversary but primarily to bring the family together. “It’s something I’ve always wanted to do,” Walt wrote one of the studio’s bankers, “and it’s the first time everything has worked out so that we could all go.” “We are just going to cruise in and out of the inlets,” he explained in another letter to a former secretary, “drop anchor and explore and fish.” Diane admitted that the families were “at each other’s throats sometimes” and that she and her mother had their quarrels, but her father served as “peacemaker.” “He was becoming so much more serene,” she would recall. He would often sit alone, quietly, on the top deck with his scripts or a book on city planning, wearing a captain’s hat and an ascot, while the wind whipped around him.
The serenity didn’t last. Several weeks after returning from Vancouver, Walt and Lillian flew to Reno on personal business and several weeks after that to Denver. In September, back at the studio, he suddenly began pressuring the staff to prepare a film that would explain EPCOT and attract corporate partners. He watched the “rushes” of The Jungle Book, arguing angrily with Milt Kahl over whether a tiger could climb a tree, and left the meeting, according to one account, remarking ruefully, “I don’t know, fellows, I guess I’m getting too old for animation,” even as he was charging Harry Tytle with finding how the studio might further lower its animation costs. That same month he held a press conference with California governor Edmund Brown to announce plans on Mineral King.
Yet, even as he was aggressively laying out his agenda for the company, he was also considering something new, something that seemed to belie his outward confidence and underscore just how exhausted he was. Under cover of attending a ceremony to receive an award from an exhibitors’ group, he, Roy, and Donn Tatum flew to New York on October 3, 1966, for an all-day conference with General Electric to discuss what was vaguely called a “relationship” between the two companies, though what they really seemed to have in mind was a merger. “How would the relationship of GE and WDP work?” an internal white paper at the studio asked. “Structure: if other than subsidiary, why? Lines of authority. How will GE use WDP—continue in entertainment business? Future financing for WDP projects.” It also contained an analysis of how a merger might affect EPCOT, though protecting EPCOT from the business side of his own studio, which was less than enthusiastic about it, may have been the reason that Walt approached GE in the first place. “ESSENTIAL THAT ALL DISCUSSIONS ARE TO BE KEPT CONFIDENTIAL” was emblazoned at the top of the agenda.
The discussions did not seem to lessen Walt’s enthusiasm for his projects. He returned to the studio for more consultations on EPCOT and to shoot the EPCOT film, rehearsing his presentation before the actor Walter Pidgeon, Art Linkletter, and the architect Welton Becket. But if he had been hoping to fend off pain by continuing to push ahead, he failed. Though his hair had obviously been darkened, he looked old and weary, and during the filming he was so fatigued that he had to be administered oxygen. “You could just see him sag,” said one member of the crew. Still, at the end of October, after the film was completed, he was flying back east yet again to visit Charleston, Newport News, and Williamsburg with Lillian, Sharon, and Sharon’s husband to gather material for Disney World.
As much as Walt may have wanted to deny it, he was clearly ailing. Before the eastern trip his neck and his leg had been bothering him so much that, at the suggestion of his doctor, he finally and reluctantly agreed to see a specialist who, in turn, recommended an operation to relieve the pressure on the nerves. The procedure was scheduled for November 11 at the UCLA Medical Center and was considered routine. Roy headed off for a vacation, scheduling his return just before Walt’s “‘D’ date,” as he called it, and writing him, “I will be thinking and praying that you get everything out of that operation that you hope for.” The studio prepared a press release nearly two weeks in advance with the assurance that he would be released within ten to fourteen days.
Walt, while no hypochondriac, was nevertheless distrustful of doctors and was concerned. He had shortness of breath, and the excess weight, with which he had been struggling for years, suddenly began melting away, so that now he looked emaciated and ill. He must have known that his employees were commenting on his appearance—commenting on whether he was seriously ill. Writer Jack Spiers was standing uncomfortably with Walt in an elevator the week before Walt’s hospitalization when their eyes locked. Walt was wearing a bright yellow cardigan, a reminder of wardrobes past. Spiers joked that he would like to wrestle Walt for the sweater, and the two made small talk before exiting. Then, just as Spiers stepped into his office, he heard Walt’s voice booming from down the hall, calling him. “When I get out of the hospital,” Walt said when Spiers reentered the hallway, “I will wrestle you for the sweater.” At roughly the same time Peter Ellenshaw saw Walt and expressed alarm about the impending operation. “I’m not going over there to die,” Walt told him evenly. “There’s no problem.”
But there was a problem, and Walt must have suspected it. In doing a diagnostic workup prior to the surgery, the doctors had discovered spots on Walt’s left lung and immediately ordered him into St. Joseph’s Hospital, directly across the street from the studio, for surgery. Lillian, who phoned Diane nearly every day, was at her kitchen door the next morning. “They took an x-ray of your father’s lung,” she told her daughter, “and they found a lump the size of a walnut.” The official press release said that Walt was in the hospital to undergo tests and to be treated for the polo injury. The truth was that Walt almost certainly had lung cancer.
He had smoked for years, since his days with the Red Cross in France, chain-smoking, nervously smoking, his fingers stained from the nicotine, his voice raw and hoarse, and almost every conversation was punctuated frequently by his throat-clearing. “I just can’t picture him without a cigarette,” Diane would recall. His hacking cough was dreaded not only among his employees, who had long regarded it as a kind of klaxon of Walt’s impending arrival, but among his own family. Sharon had once asked him not to attend a school play she was acting in because she said if she heard him cough, she would forget her lines. Lillian said that Walt had “burned more furniture and more rugs and more everything with his cigarettes than anybody I ever knew,” and Diane claimed that one could always identify Walt’s butts in an ashtray because he would smoke the cigarettes down to the last quarter-inch, until he could barely hold them. “He would forget to put them out,” she said. “He would light them and get carried away with what he was thinking about and just hold them. Sometimes he would hold them in his mouth or in his hand and get an ash on it two inches long.”
He was often encouraged to quit. At one point he switched to a pipe, which he had smoked as a young man; then when the pipe burned a hole in his pocket, he summarily decided that pipe smokers were, as Joe Grant remembered it, “too slow” and “laid back,” and he abandoned the pipe. Early in 1957, when Gunthe
r Lessing celebrated his first anniversary of not having had a cigarette, Lessing made a point of telling Walt, but Walt wasn’t interested. When doctors came to the studio to lecture the staff on the hazards of smoking, Walt wouldn’t attend. One Christmas, Diane bought him two cartons of filtered cigarettes, thinking they would at least be better for him than the filterless ones he smoked, and Walt promised her he would use them. He just broke off the filters. “I didn’t tell her how I would use them,” he joked to a confederate. During one of his last meetings with him, Ward Kimball remembered Walt breaking into a long coughing jag. “When I timidly asked why he didn’t give up smoking,” Kimball said, “Walt looked up at me, his face still red from the coughing, and rasped, ‘Well, I gotta have a few vices, don’t I?’” By this time Walt was smoking Gitanes imported from France.
Now, after nearly a half-century of smoking, he was undergoing surgery that just a few days earlier was thought to be relatively routine. Though Walt had typically been outwardly confident, even at times ebullient, he knew his condition was serious. The day before the operation, a Sunday, he drove the short distance from Diane’s recently vacated house in Encino—where he and Lillian were staying while the Carolwood house was undergoing renovation—to Diane’s new house in Encino for a visit. At the end he got into his car, drove down the driveway to the bottom of a swell, and stopped; he sat there for some time in the car, alone, watching his grandson Christopher play ball with Ron, then finally drove off. He knew. When the doctor emerged from surgery the next day, he told the family gathered there that it was as he had suspected and feared: Walt had a malignant tumor that had metastasized. The doctor gave him six months to two years to live. Lillian, Diane said, was in denial. Roy too was benumbed, exploding when he said that Walt had a carcinoma and his daughter-in-law “corrected” him and said he had “cancer.”
Walt remained in the hospital for cobalt treatments and attempted to conduct business. He asked a writer named Spec McClure to do a complete review of the studio’s story selection process and then report on “what the elements essential to a successful Disney film might be,” as if the staff might be able to manufacture one by specifications should Walt no longer be there. Marty Sklar and Marc Davis completed a Preliminary Master Photoplan for EPCOT, and Bill Anderson was advising him on cuts for an upcoming live-action feature, The Happiest Millionaire, which was running nearly three hours long, while Card Walker prepared next year’s release schedule. Harry Tytle said that he had come to the hospital to discuss several projects when the doctor appeared and notified Walt that they thought they had removed all of the cancerous lesion on his lung and that with a little rest he would be “good as new.” But this, Tytle soon learned, was a ruse to keep Walt’s spirits from dipping.
Walt never mentioned the cancer, though he carried with him a telegram from the actor John Wayne, another lung cancer victim, saying, “Welcome to the club.” No one at the studio knew. “Several papers carry story of Walt falling off horse playing polo, in hospital with neck injury,” wrote one anxious employee to another. “Would appreciate confirmation that it is not serious.” Not even all the members of Walt’s own family knew what had happened. Ruth and Ray both learned of the surgery through the newspapers, though one of Roy’s secretaries assured them, “He’s going to be okay.” The official press release reported that a lesion had been found on his left lung, which had caused an abscess, and a portion of the lung was removed. It made no mention of a malignancy.
By this time, Walt, weak but restless, demanded that Tommie Wilck, who had been delivering his mail each day, check him out of the hospital and get him back to the studio. He arrived there on November 21, the very day he was discharged, for what everyone on the staff seemed to realize might be a valedictory, though Walt was having none of it. After everyone he met greeted him with big, plastered smiles, he bristled, “You’d think I was going to die or something.” Ben Sharpsteen, who happened to be visiting the studio that day, met Walt in his office and was struck by how gaunt and ashen he looked, but when they reconvened later in the Coral Room for lunch, Walt expatiated about his plans, and Sharpsteen noted that “he was gaining strength and feeling like his old self again.”
Imagineer John Hench noticed the same transformation when, after lunch, Walt asked to visit WED in Glendale and discuss the future. “[H]is voice took on enthusiasm and deepened,” Hench remembered. Walt spent twenty minutes in Marc Davis’s office viewing sketches for a bear band that Davis was designing for Mineral King, and he “laughed like hell,” Davis said. Afterward Davis showed him a mock-up for a moon trip ride, and then Walt turned to Dick Irvine and asked to be driven back to the studio. As he was walking down the hallway, he turned to Davis and said, “Goodbye, Marc,” which hit Davis like a blow. “He never said goodbye. It was always ‘See ya later.’”
At Burbank, Walt ran into producer Winston Hibler, who, like everyone else, was struck by how pale and frail he looked but who also saw him gain vitality as he talked of his plans. “I had a scare, Hib,” he said. “I’m okay, but I may be off my feet for a while. Now, I’m gonna be getting over this and I want to get into Florida. You guys gotta carry some of this load here. But if you get a real problem and you get stuck or something, why, I’m here.” He spent most of the rest of the afternoon watching a rough cut of The Happiest Millionaire and wept throughout. Then, without returning to the office, he asked to be driven home. He had tried to reassure everyone that he would be coming back, that there was still so much more for him to do. But the sense of gloom was inescapable. Bill Walsh, whom Walt had seen that day on the set of Blackbeard’s Ghost, knew Walt wouldn’t be returning. “We decided he was doomed,” Walsh said. Walt almost certainly knew it too. Visiting Hazel George, he sputtered, “There’s something I want to tell you,” but he couldn’t find the words, and they wound up collapsing into each other’s arms. Ward Kimball, seeing Walt at a distance that day, observed, “He looked defeated for the first time.”
Even so, the pretense of recovery continued. Roy and Edna, who were in England when Walt was discharged, wrote him and Lilly a chipper postcard: “Just heard that Walt was better and had lunch at the studio. Congratulations. Happy Day. News we like to hear.” Two days after his studio visit Walt himself wrote a former secretary, “As far as my problem is concerned, it’s all over with and taken care of. I’ve been released from the hospital and am well on the road to recovery,” adding that “I’ve been given a clean bill of health and have even put in a few hours in the office just to be sure my girls here don’t get rusty.” He spent the next three days at Diane’s home because his own house was still being renovated, and the family celebrated Thanksgiving there, watching movies Ron had taken of the Vancouver trip. The next day, Friday, November 25, he flew with Lillian to Palm Springs aboard the Gulfstream, planning to read scripts and recuperate at Smoke Tree. On Wednesday he was so wracked with pain that he had to be flown back to Burbank. He was driven directly from the airport to St. Joseph’s Hospital.
Lillian still clung to the hope that Walt would recover. She believed that Walt did too, though whether he was trying to buck up her spirits or his own was impossible to determine. They had even planned a trip after he regained his strength. “I don’t think he accepted it,” Ward Kimball said, “knowing Walt, not until he closed his eyes for the last time was he ever convinced.” As he lay in the hospital, he told Ron Miller that he felt Miller and the current executives could handle the studio in the future. Walt himself would still read the scripts and serve as the final authority, but when he recovered, he would be devoting most of his time to Disney World and especially EPCOT. And, no doubt thinking of EPCOT, he told Miller that if he could live for another fifteen years, he would surpass everything else he had done.
But even as he spoke confidently of the things he intended to do once he was released, he was also putting his affairs in order. With the announcement of Disney World, Walt had sold WED to Walt Disney Productions and formed a new company, Retlaw, to h
andle his personal business—primarily the rights to his name and the receipts from the trains at Disneyland. It was a measure of the value of these assets that the previous year Retlaw had received $3.75 million from WDP. Walt also held just under 26,000 shares of WDP himself and 250,000 jointly with Lillian, which, with Lillian’s own 28,000 shares, amounted to 14 percent of the company, worth just under $20 million. (WDP’s fiscal year had ended with a $12 million profit.) Walt had drafted a will that March leaving 45 percent of his estate to Lillian and the girls in a family trust, another 45 percent to the Disney Foundation in a charitable trust, of which 95 percent was dedicated to CalArts, and the last 10 percent to a trust to be divided among Walt’s sister and his nieces and nephews. But he was concerned about what he saw as his daughters’ profligacy, and while he was in the hospital he sold ten thousand shares to settle their debts. “The last thing he said to me was, ‘Gee, I’m glad that deal went through,’” Roy told an interviewer. “That was worrying him. The children kept coming and coming, houses had to be bigger, expenses piled up. So Diane was always in debt. He got her out before he died.”
He celebrated his sixty-fifth birthday on December 5 in the hospital. Roy wired him from New York about the grosses at Radio City Music Hall for Follow Me, Boys! and closed, “Hope this finds you feeling better. This is your day and Edna and I send our love not only for today but always.” But he wasn’t feeling better—he was flagging. On his instructions no one was allowed to visit him, save the family, who had taken a room next to his. When Peter Ellenshaw asked to see Walt and was refused, he painted him a desert scene with a smoke tree, which Walt hung in the hospital room, telling the nurses, “See that? One of my boys painted that for me.”
