Bill Nestrick was particularly passionate about the crows and their big number, "When I See an Elephant Fly"-complete with jazz licks, soul harmonies, and that great moment when the two funkiest birds ecstatically fling their legs out and start truckin'. Where some perceived implicit racism, Bill saw some of the snappiest, liveliest, and most together characters ever animated. Then there was Bill's notorious reading of the dance of the pink elephants, an alcoholic dream that manages to be cute, frightening, and bizarre all at the same time. Here, where others saw surreal elephants, Bill saw lots of sex. Dumbo comes off as light and breezy, the all-American circus spree that followed the Disney gothic of Snow White and Pinocchio. But in some ways this is the darkest Disney classic of them all. As Michael Wilmington wrote, "From Edgar Allan Poe to Rudolph the Red-Nosed Reindeer, the artist as superfreak has been a standard American legend. But in Dumbo, the alienation is at its purest and most terrible." Amidst harrowing imagery of abandonment and terrifying humiliations, mother love and toddler winsomeness reach their apotheoses.-Russell Merritt Film historian Russell Merritt is co-author of Walt in Wonderland.