Fantasia
(2000)

Piano Concerto No. 2 was directed by Butoy with art director Michael Humphries. It originated in the 1930s when Walt Disney wished to adapt a collection of Hans Christian Andersen fairy tales into an animated film. The artists completed a series of preliminary designs based on the stories, including ones for The Steadfast Tin Soldier from 1938 by Bianca Majolie that were stored in the studio's animation research library and used for a 1991 Disney book that retold the story accompanied with the storyboard sketches. When Disney suggested using the Shostakovich piece, Butoy flipped through the book and found the story's structure fit to the music. When Humphries saw the sketches he proceeded to designed the segment with works by Caravaggio and Rembrandt in mind to give the segment a "timeless" feel, while keeping the colors "as romantic as possible" during the scenes when the soldier and ballerina are first getting acquainted. Live action footage of a real ballerina was used as a guide for the toy ballerina's movements. Butoy found the Jack-in-a-box a difficult character to design and animate with its spring base and how he moved with the box. His appearance went through numerous changes, partly due to the lack of reference material available to the team.
The segment marked the first time the Disney studio created a film's main characters entirely from CGI; only backgrounds, secondary, or tertiary characters had been produced using CGI beforehand. Initially Butoy asked Pixar to handle the computer graphics, but CGI artist Steve Goldberg convinced him to let Disney's own team to produce it. The backgrounds were completed by hand. Originally the drain sequence included friendly rats who performed comical gags, but the team found it did not fit the mood of the rest of the segment. The drains became a more scary environment, something that Butoy said was "what the music was telling us to do". Rain animation from Bambi (1942) was scanned into the CAPS system and digitally altered to fit into the segment. The ending was to feature the original ending with the soldier and ballerina melting in the fire, but the music was too upbeat to animate it and was changed.] An excerpt of the segment was shown at the 1998 SIGGRAPH conference.