When it comes to Disney villains, few are as unforgettable as Ursula from The Little Mermaid (1989). With her bold design, booming voice, and wicked sense of humor, Ursula swam straight into Disney history as one of the most iconic villains ever created. For many of us who grew up in the golden age of Disney animation, she wasn’t just scary — she was fascinating.

In this post, I’m diving deep into Ursula’s character: her design, her role in Disney history, and why she still captivates audiences today.

The Making of a Villain
Ursula was created during Disney’s renaissance era, when the studio was reclaiming its place at the top of animation. Unlike earlier villains who often leaned on gothic horror or icy elegance, Ursula was brash, flamboyant, and larger-than-life.

Animator Glen Keane based her movements on sea creatures — particularly the undulating arms of an octopus. Her makeup and styling were famously inspired by the drag queen Divine, giving her a camp sensibility that made her both funny and fearsome.

Disney nostalgia fans often point out that Ursula stands out because she feels modern in a way other villains do not. She’s not just evil for the sake of evil — she’s theatrical, witty, and almost like an entertainer in her own right.

Poor Unfortunate Souls
Ursula’s lair is one of the most memorable villain settings in the Disney canon. Surrounded by eerie green light, bubbling cauldrons, and the haunting forms of poor unfortunate souls, her underwater grotto captures the gothic, carnival-like energy that defines her.

Her big number, “Poor Unfortunate Souls”, is more than a song — it’s a performance. She manipulates Ariel with charm, persuasion, and that booming laugh that echoes long after the credits roll. The combination of catchy lyrics, dazzling animation, and Pat Carroll’s unforgettable voice work cemented Ursula as a Disney legend.

A Feminine Twist on Power
While many villains in Disney history rely on brute force or cold intimidation, Ursula uses wit and manipulation. She represents a darker, more complex kind of villainy — one rooted in temptation and bargains. She doesn’t need an army to conquer; she simply waits for the desperate to come to her.

This makes her especially unique in Disney history. She embodies the idea of the deal-maker, a role rarely given to female characters at the time. Ursula’s confidence, humor, and unapologetic ambition made her unlike any villain Disney had animated before.

Why We Still Love Her
Part of the reason Ursula endures is because she’s more than scary — she’s entertaining. Disney fans of all ages still quote her lines, cosplay her look, and belt out her songs at every opportunity.

In fact, she’s become a symbol of empowerment for many fans. Her confidence, boldness, and refusal to shrink herself make her a kind of anti-hero in today’s culture. Even though she’s a villain, there’s something undeniably magnetic about her.

Ursula’s Legacy in Disney Nostalgia
For those of us who grew up in the late ’80s and early ’90s, Ursula is part of our Disney nostalgia core memories. She represents a turning point when Disney villains became bigger, louder, and more complex. Without Ursula, we might not have had characters like Hades (Hercules) or Dr. Facilier (The Princess and the Frog).

Whether you first met her in a darkened movie theater in 1989, or later on VHS tapes, or even through Disney Parks merchandise and shows, Ursula remains one of those villains who lingers in our imagination.

Ursula is more than just the sea witch of The Little Mermaid. She is proof of Disney’s ability to craft villains that are as beloved as the heroes. Her impact goes beyond her film — into Broadway adaptations, park appearances, and even the way we think about villains today.

She reminds us that sometimes the most powerful characters are the ones who dare to steal the show.

Ursula Stole Our Voices: A Walk Through the Sorcerer’s Workshop at Disney California Adventure

When I think back on the early days of Disney California Adventure, one of the most enchanting hidden gems wasn’t a ride at all — it was tucked inside the Animation Building, where you could wander from room to room and lose yourself in Disney magic. Long before Bugs Land was cleared away, my daughter and I stepped inside and discovered an experience that felt like it had been made just for us: Ursula’s Grotto in the Sorcerer’s Workshop.

Meeting Ursula in Her Grotto
The Sorcerer’s Workshop was divided into themed rooms — each one offering a different interactive way to experience Disney animation. You could try your hand at drawing, step into the Beast’s Library where enchanted books revealed your personality, or meet the Magic Mirror, who always seemed just a little too good at knowing things about you.

But it was Ursula who captured our attention. Her cavernous grotto, complete with Flotsam and Jetsam lurking on either side, invited us to sit down and give her our voices. And that’s exactly what we did.

Hakuna Matata — With Our Own Voices
My daughter and I picked “Hakuna Matata” from the list of songs. A microphone popped up, and we began to sing. The system recorded our voices — grainy but joyful — and then replayed the Disney film clip with us singing instead of Timon and Pumbaa.

We laughed so hard when we heard it back. The whole idea was that Ursula had “stolen” our voices (just as she had done to Ariel in The Little Mermaid) and inserted them into Disney classics. It was delightfully silly and unforgettable.

I remember that there was also an Alice in Wonderland option — where guests could sing “The Unbirthday Song.” We didn’t try that one, but it was fun to watch others play along.

Remembering What’s Lost
The Sorcerer’s Workshop in its original form feels like one of those Lost Disneyland (or in this case, Lost DCA) experiences that quietly slipped away while everyone’s attention was on the bigger rides. Today, the Animation Building has shifted focus to exhibits and character meet-and-greets, but Ursula no longer steals voices the way she once did.

For families like mine, though, those moments remain priceless. I’ll never forget standing beside my daughter, both of us giggling as our voices came out of Timon and Pumbaa’s mouths. To this day, whenever I hear “Hakuna Matata,” I remember Ursula’s Grotto — and the day we willingly gave our voices to the sea witch.

Why It Matters
These small, interactive corners of the park hold as much magic as the grand attractions. They invited guests to participate, to be part of the story, to laugh at themselves. And sometimes, like in our case, they created memories strong enough to last decades.

Because in the end, it isn’t just about the rides — it’s about the moments when Disney asks you to play along. And when Ursula asks for your voice, how can you possibly say no?

What’s a Warner Brothers character doing in a Disney movie?

In 1964, Warner Brothers released “The Incredible Mr. Limpet,” staring the hilariously talented (and future Disney veteran) Don Knotts. The story, partly animated and partly live-action, follows the story of one Mr. Limpet and how, after falling into the ocean, he is magically changed into a fish and becomes a WWII hero, using natural sonar to aid allied ships in the war effort.

The film was a hit, but what does Disney have to do with all of this? Mr. Limpet’s character designer and animation director was Disney veteran Vladimir “Bill” Tytla, well-renowned for bringing to life such Disney legends as the demon Chernaborg in Fantasia, the puppeteer/villain Stromboli in Pinocchio, and even when baby Dumbo takes a bath in Dumbo!

Later on, in the late 1980s, when Disney was hard at work on the Little Mermaid, animators working on the film couldn’t help but pay homage to a legendary artist who helped inspire them to carry on the legacy of animated excellence. Thus, at the end of the “Under the Sea” number, when all the fish are in their frozen pose, one can spot the incredible Mr. Limpet among the school of fish.

But Mr. Limpet’s story doesn’t end there! Later on, when imagineers were building “The Little Mermaid: Ariel’s Undersea Adventure” attraction at Disney’s California Adventure, a Mr. Limpet animatronic gets to play his part as well!

In the “Under the Sea” scene, just after you past Ariel, behind and to the right, hidden behind a clamshell and seaweed is the indelible Mr. Limpet, watching with his iconic Don Knott’s grin as Flounder dances with the Carmen Miranda fish.

Disney believes in its past and is optimistic for its future. It remembers those who played a role, even if they have gone on to other things, and continues again and again to pay homage to the people who laid the groundwork for what they are accomplishing today!

Ursula's appearance was largely inspired by American actor and drag queen Divine. Clements eventually decided to place Ursula's head on top of the body of an octopus instead, which ultimately resulted in her current design. The animators then studied the way in which octopuses move, explaining, "There was a very kind of seductive and yet scary aspect", which they incorporated into the character's own gait. "There’s no limit to how low Ursula will stoop to achieve her goals"; the character often relies on a combination of sorcery and deception to achieve them. "A bargainer of the worst kind", Ursula only agrees to help the less fortunate when she's confident that she can gain something from them in return.  as a sea witch who is scheming to take advantage of the ambitions of King Triton's youngest daughter Princess Ariel in order to usurp the throne and turning merpeople into polyps for her garden. When Ariel saves and falls in love with a human named Prince Eric much to her father's chagrin, Ursula temporarily grants Ariel's wish to live as a human for three days in return for her voice.

Ariel and Sebastian are BFFs.

While Flounder frolics under the sea, these two share funny stories and a brisk walk through Prince Eric's garden. Ariel loves using her land legs, if you remember the previously posted Kiss the Girl photo shoot.

"You are hopeless, child. You know that. Completely hopeless."

"I hope that you appreciate what I go through for you, young lady! Now, we got to make a plan to get that boy to kiss you. Tomorrow, when he takes you for that ride, you gotta look your best! You gotta bat your eyes like this."

“The seaweed is always greener, in somebody's elses' lake. The human world, it’s a mess.”

"And don’t you shake your head at me, young lady! Maybe there’s still time. If we could get that witch to give you back your voice, you could go home with all the normal fish and just be."