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‘Poor Unfortunate Souls’: The Story Behind The Disney Classic

A look at the classic villain song from ‘The Little Mermaid,’ originally sung by Pat Carroll.

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Jodie Benson, Poor Unfortunate Souls co-songwriter Alan Menken, Pat Carroll and Sherie Rene Scott pose together
Jodie Benson, Alan Menken, Pat Carroll and Sherie Rene Scott in 2011 - Photo: Scott Brinegar/Disney Parks via Getty Images

Who knew that a squid could create such a villainous and memorable song? In 1989, Disney released the animated film The Little Mermaid and, with it, one of the most iconic Disney villain songs of all-time: “Poor Unfortunate Souls.” It was the theme song for the character of Ursula, which was voiced by actress Pat Carroll.

The road to “Poor Unfortunate Souls” wasn’t easy. Disney animation creators Alan Menken and Howard Ashman originally penned a song entitled “Silence Is Golden” for the sea witch. After listening back, however, they went back to the drawing board, added some lyrics, and emerged with “Poor Unfortunate Souls.”

Listen to “Poor Unfortunate Souls” on Apple Music or Spotify.

Carroll wasn’t the first person to perform the song. Playwright and songwriter extraordinaire Ashman recorded his take on the song as Ursula to pitch to Carroll. (If you’re curious as to what his version sounded like, you can hear Ashman’s version on The Music Behind the Magic CD.) Once Carroll officially signed onto the project, she described the recording process as “militant” and even blew out her vocal cords after performing it countless times.

According to a 2007 interview with Carroll, Ashman’s inflections and accent – singing “innit” instead of “isn’t it” – made it into her version. “I’m honest enough to say that,” she said. “I got the whole attitude from him … and his shoulders would twitch a certain way, and his eyes would go a certain way … I got more about that character from Howard singing that song than from anything else.”

In imagining the character, Carroll thought of Ursula as an “ex-Shakespearean actress who now sold cars…. It’s the attitude … the voice was very Shakespearean: ‘Hello, my dear!’ ‘Oh, no, dahling’ … Very theatrical – but the pitch was a used car salesman. Very, very patently obvious. No subtlety there. She was being unctuous, and oily, and ever so wily … but you saw right through her. I’m surprised (that Ariel) didn’t,” she said.

The Little Mermaid | Poor Unfortunate Souls | Disney Sing-Along

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“Poor Unfortunate Souls” has spawned its very own specialty drink at the Disney theme parks. (An ice cream float with raspberry soft serve and cherry coke.) Fans can also hear the song during numerous fireworks displays. An animatronic Ursula performs the song at Walt Disney World’s “Under The Sea: Journey of the Little Mermaid” attraction. The song even has its own makeup, a highlighter from the Disney villain’s collection.

Plenty of artists have also put their own spin on the burlesque-style tune over the years. In 2019, Queen Latifah starred as the sea witch herself in ABC’s The Little Mermaid Live! musical. The hip-hop and jazz star was surprised by how challenging “Poor Unfortunate Souls” was. “It’s a serious song,” Queen Latifah told Good Morning America at the time. “When I listen to it, you know – you think you know every Disney movie… or you think you know a song until you actually have to sing it and you’re like, oh my god.”

Poor Unfortunate Souls (From "The Little Mermaid Live!")

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The song was also performed by the Jonas Brothers in 2006 for the special edition soundtrack re-release and, again in 2017, for the Disney Channel original movie Descendants 2 by China Anne McClain. Indeed, it’s already clear that Ursula’s “Poor Unfortunate Souls” will live on for generations. Not bad for a song from a Shakespearean used car salesman.

Looking for more stories behind Disney’s biggest hits? Check out our Disney page!

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