Notes on the movie
Once Upon A Forest opened to mixed reviews on June 18, 1993 and was not the financial success that the filmmakers had hoped for – of course, there was the small matter of Spielberg’s dinosaurs crowding the marketplace back then. None of this, however, kept Forest from being nominated for an Annie Award for Best Animated Feature in 1993 and winning an MPSE Golden Reel Award for Best Sound Editing.

A quick internet search does not reveal very much about the production, but there is an informative Wikipedia page. It has this to say about the production.
Once Upon a Forest was conceived as early as 1989, when the head of graphic design at HTV, Rae Lambert, devised an environmental tale entitled A Furling's Story as a pitch to the American cartoon studio Hanna-Barbera, along with partner Mike Young. Thanks to screenwriters Mark Young and Kelly Ward, the project started as a made-for-TV movie with The Endangered as its new name. With 20th Century Fox on board, it was re-designed as a theatrical feature, with a $13 million budget attached. The producer was David Kirschner, former chairman and CEO of Hanna-Barbera.
At the suggestion of Liz Kirschner, the wife of the film's producer, The Phantom of the Opera's Broadway star Michael Crawford was chosen to play Cornelius. Members of South Central Los Angeles' First Baptist Church were chosen to voice the chorus accompanying the preacher bird Phineas (voiced by Ben Vereen).
William Hanna, co-founder and chairman of Hanna-Barbera, was in charge of the film's production. "[It is] the finest feature production [we have] ever done," he told The Atlanta Journal-Constitution in May 1993. "When I stood up and presented it to the studio, my eyes teared up. It is very, very heartwarming."
Work on the animation was in the hands of Wang Film Productions in Taiwan; Lapiz Azul Animation and Matias Marcos Animation of Spain; the Jaime Diaz Studio of Argentina; Denmark's A. Film; Phoenix Animation Studios in Toronto, Canada; and The Hollywood Cartoon Company. Mark Swanson Productions did computer animation for the "Yellow Dragons" and the flapper-wing-a-ma-thing.
Because of time constraints and budget limitations, over ten minutes were cut from the film before its release (the movie clocks in at just 62 minutes plus end credits). One of the deleted scenes featured the voice of Jodi Benson, whose character was removed entirely from the final storyline. At around the same time, 20th Century Fox changed the name of The Endangered to Once Upon a Forest, for fear audiences would find the former title too sensitive for a children's film.
Hanna-Barbera's feature production unit created to produce this film and Jetsons: The Movie (1990), which also carried an environmental theme, was spun off into another unit under parent company Turner Entertainment, Turner Feature Animation. They produced The Pagemaster and Cats Don't Dance. David Kirschner remained as head of the division. No further theatrical animated films were produced by Hanna-Barbera itself (it would license live-action film adaptations of The Flintstones and Scooby-Doo before being dissolved in 2001).
James Horner’s score
When confronted with a clearly articulated three-act story centered around a protagonist with a clear transformation arc, that was usually Horner’s angle. Balto (1995) wants to be a sled dog and save an entire village from death and disease but cannot reach that particular goal until he comes to grips with his wolf origins. Only by embracing a lineage he initially rejects can he redeem himself, save the ones he loves and become the hero he was destined to be. Inner conflict leading to redemption and trying to figure out one’s real goal in life, these are the makings of a great fictional character. If you showed James Horner that kind of story, he usually embraced it wholeheartedly and wrote a score that was every bit a story of its own.
In projects like The Land Before Time (1988) and Once Upon A Forest, the composer did not have the luxury of latching onto such a strong transformation arc. True, the furlings in this picture, especially Abigail the wood mouse, Edgar the mole and Russell the hedgehog, go through what looks like an arc, but in fact, it’s all somewhat piecemeal.
The setting of this ecologically motivated story is Dapplewood, a sort of paradisiac forest untouched by human interference. The animals live in peace and harmony, and we meet the young protagonists as they leave for school. Their teacher is the wise badger Cornelius (maternal uncle of Michelle, the youngest of the bunch), who teaches the furlings about plants and nature and who is also a part-time inventor of sorts. In fact, on this particular morning, he is proud to present his airship, the “flapper-wing-a-ma-thing”. The story really gets started (catalyst) when Cornelius takes his pupils out for a field trip and they stumble upon a concrete road, where a passing car almost kills one of them and leaves a shattered bottle. This, in turn, causes an accident with a tanker truck. A poisonous gas is released and causes great damage to the unspoiled forest, killing Michelle’s parents and leaving the little furling herself in comatose condition. Cornelius sends Abigail, Russell and Edgar off to find two medicinal plants in a meadow (any meadow) that still has them. As the story breaks into act two, he urges them to stay away from humans and, especially, to work together. The remainder of the screenplay is comprised of a series of unrelated events that allow each of the three furlings to develop into a semblance of maturity: the skittish mole finds courage, the bumbling hedgehog finds intelligence and Abigail learns what it is to be a leader. By the time they bring the plants back to Michelle, Cornelius cannot believe “how much they have changed”. So yes, on the face of it, the script presents three transformation arcs, but the decisive moments are often rushed and not always very convincingly staged, and you know there’s something wrong when Cornelius has to say everyone’s changed for the audience even to become aware.
Sensing an imperfect three-act story with somewhat superficially conceived characters, Horner resisted selling the project short and did what he often did: disregard the imperfections and create a rich musical tapestry all his own. Where the story follows five characters (the furlings and Cornelius), Horner brings into play no fewer than ten musical identities. Where the animation is sometimes a little TV-like, the writing of the music and the performance by the London Symphony Orchestra are complex, layered and infinitely refined. Where the movie is perhaps a little too explicit about its ecological point, it takes repeated listening to fully grasp the complexity of the underscore. Once Upon A Forest would have been perfectly served by a functional score, and yet Horner brings champagne to a beer party.
Chief among the ten thematic ideas is the sumptuous melody that plays over the title card. In the album’s opening and closing tracks, it is beautifully performed by Florence Warner Jones. The second idea, which actually starts the same cue, is a theme sung by the New London Children’s Choir. We’ll call it the Come Away theme, and it only appears twice in the score. (When Horner plays the two ideas in rapturous counterpoint at 3:50 into Once Upon A Time With Me, it becomes a spine-tingling moment.) Next up is a set of ideas linked to Michael Crawford’s Cornelius and derived from his own song. In fact, most critics found issue with the songs. Since there are only three of them, the movie does not really qualify as a musical. Of those three, Once Upon A Time With Me plays over the end credits and only two appear within the context of the story. Of those two, He’s Back belongs to a part of the story that should frankly have been dropped altogether, because its gospel stylings are badly at odds with the overall tone of the piece and crucially, because the whole episode with Phineas and the wrens fails to advance the story in any significant way. That leaves Please Wake Up, for the surprisingly effective and poignant moment when old Cornelius sings to his comatose niece Michelle. The scene takes place in the middle of the night, with Will Jennings’s lyrics nicely contrasting morning and evening as metaphors for youth and old age. Horner co-wrote the song and uses its three constitutive elements throughout the score: the four-note chorus (“Plea-ease wake up”), the seven-note verse, which becomes the horn line that formally opens the score, and a six-note bridge. On top of these five ideas, the yellow dragons (bulldozers and cranes) get their own action motif. More importantly, Horner reprises three ideas from previous scores: the sprightly travelling theme from Willow’s The Journey Begins (although unfortunate editing choices keep the idea from realizing its full potential here, as we will see); a tuba motif inspired by Willow’s bumbling Burglekutt character and which would later develop into Hogsqueal’s theme from The Spiderwick Chronicles (2008); and a gorgeous secondary “nature” theme that takes the first six notes of A Far Off Place’s main theme and then goes off into new directions. The decision to reprise these three ideas is consistent with James Horner’s composition methodology: he would introduce an idea in one score and develop it over the course of multiple projects – the controversial four-note motif of doom is the one that would come to span Horner’s entire career, and unsurprisingly, it makes a cameo appearance in Once Upon A Forest too.
Rather than take the Wagnerian leitmotif approach and tie individual musical identities to individual characters, Horner applies his themes very loosely, like he did in The Land Before Time and other projects that lack protagonists with clearly delineated transformation arcs. It’s a narrative license Horner felt fully entitled too, and if anything, it freed him from the constraints of traditional underscore and allowed him to focus instead on a much more pronounced musicality. (That is probably why Horner preferred the world-class London Symphony Orchestra and the famed Abbey Road recording studio for this type of large orchestral score.) By and large, the musical elements from Please Wake Up remain linked to Cornelius and that is just about the full extent to which Horner applies leitmotifs here.
Close study of James Horner’s film scores has led me to focus on the awe-inspiring and perhaps wholly unique ways in which this particular composer married musical notes to cinematic images resulting in surprisingly rich psychological insights that go well beyond what is conveyed by the visuals. Once Upon A Forest features several examples of this magical interaction, which is perhaps the one area where film music truly becomes an art form in its own right.
The following is a cue-by-cue analysis of the entire score. Apart from some isolated moments, Horner scored the movie wall-to-wall and Fox records’ album, released at the time of the movie’s release, contains the entire score save two short transitional cues, one thirty seconds long, the other thirty-three seconds. Neither presents new thematic material. On the other hand, the album features a couple of minutes that were dialed out of the movie. Apart from this, the score is generally allowed to play in the movie as intended by the composer. (Amusingly, since the end credit song appears twice on the album, bookending the score cues, the 67-minute album is exactly as long as the 67-minute movie.)
1 The Forest (0:16 – 9:03)
This cue does for Once Upon A Forest what Elora Danan did for Willow: it plays as a lengthy overture to the score and presents most of its building stones.
The aforementioned horn line plays over studio logos and immediately establishes a kind of noble serenity. The bridge from Please Wake Up appears in the strings as the forest wakes up to a new day, after which Horner presents two full statements of his main theme in all its majestic glory. Even though the composer makes little effort to link themes to characters or concepts, it is not hard to see a connection between this melody and the majesty of the forest. Throughout his career, Horner was fascinated by the serenity of nature, as evidenced by scores such as The Spitfire Grill (1996), The New World (2005), one of director Terrence Malick’s many odes to nature unspoiled, Black Gold (2011), its monumental and still desert scenery highlighted by Dhafer Youssef’s vocal solos, and even Avatar (2009), whose second act focuses explicitly on the beautifully rendered alien planet Pandora. Once Upon A Forest was one of several ecologically-themed animation movies in the early nineties, but whereas that trend quickly passed, James Horner’s profound love of nature is one of the common threads running through a career that spanned five decades.
Animation usually means mickey-mousing, and yet the first statement of the main theme appears two seconds after the title card appears on screen. This small detail shows how little Horner felt constrained by the visuals, and how musicality was often the chief concern.
The main theme is followed by a short statement of the Please Wake Up chorus and some musical imitation of chirping birds over actual sounds of chirping birds. At 2:02, Horner puts the main theme through a relaxed and graceful performance that interacts wonderfully with the elegant movement of a leaf falling to the ground. At 2:34, Horner starts a playful rhythm and develops it over the introduction of two separate characters: the willful Abigail hurrying off to Cornelius’s nature lesson and Russell fighting over breakfast with his brothers and sisters. Frustrated, Russell turns to his mom. Horner slows down the playful rhythm, and whereas this decision nicely fits Russell’s sad mood, it is Horner’s way of laying the groundwork for the first statement of the secondary nature theme. In A Far Off Place, it was typically performed by lush strings, here Horner orchestrates the idea for exotic flutes which produce a very distinctive sound. It is one of two ways in which he uses the idea differently than in A Far Off Place. (As stated before, only the first six notes are identical, the rest of the line is different here.) Feeling in no way obliged to take the leitmotif approach here, Horner introduces the secondary nature theme over Russell’s first scene but allows it to play even after the movie has switched to Edgar the mole.
When the furlings arrive at Cornelius’s place, we cut to the interiors of the old badger’s home, filled with mysterious and quirky trappings. (Cornelius later teases Russell: “Your mouth is hanging open.”) The first of these interior shots appears at 4:28, but Horner takes the time to finish the musical line he had started earlier and only acknowledges the strange inventions six seconds later, at 4:34. (And he gets away with it, because really, have you ever noticed?)
Of course, Horner knows that animation needs mickey-mousing, but by and large, he concedes to it only when the story absolutely asks for it. Certain details do need a musical accent, like when Cornelius’s index rises forbiddingly over a pile of books (at 5:11). Or the next two to three minutes, when Cornelius presents the odd flapper-wing-a-ma-thing. During this part of the overture, when the furlings discover the little airship, start fooling around and eventually wreck it, Horner only uses the Burglekutt / Hogsqueal motif, and at this point, you might be forgiven for thinking it applies both to the little airship and its venerable inventor. After the Please Wake Up song, however, Horner uses only that material for Cornelius and only the Burglekutt / Hogsqueal motif for the airship (although here again, his efforts are thwarted by regrettable editing, as we will see).
Within the comic flapper sequence, two moments merit special attention. One is the moment when Cornelius sees the flapper shattered on the floor and Michelle teases him: “Uncle Cornelius, your mouth is hanging open.” Horner cleverly acknowledges the dry comedy by inserting a musically motivated pause. Of particular note is the aftermath of the flapper-wing-a-ma-thing incident (7:17 to 7:41), during which Horner allows the tuba to perform an elegant solo. These thirty seconds echo the tuba solo in Willow’s Elora Danan (album track 1, 7:36-7:45). The composer finishes things off with a short series of low string notes which mark Cornelius’s realization that all science has its “setbacks”.
At 7:47, the flapper episode is over and Cornelius takes the children out on a field trip. It’s back to the main theme (which is the glue that holds the overture and indeed the entire score together) as the old badger picks a white flower and puts it behind Michelle’s ear. Also, he warns the furlings that some areas are off limits, after which the camera pans right to reveal an old rusty trap. Horner’s low strings do a good job creating a slightly foreboding atmosphere, but they are also a great way to provide the overture with a formal musical ending. Now that the protagonists have all been introduced, it is time for the story to get going.
2 Cornelius’s Nature Lesson (10:06 – 13:34)
This cue has a clean A-B-A structure, a dark middle section bookended by two stretches of playful nature exploration. For the A parts, Horner uses more gorgeous statements of the secondary nature theme over a bed of soft and playful rhythms. Cornelius cuts a small V-shaped piece of bark from a willow and gives it to Edgar.
The furlings wander off and stumble upon a paved road, not realizing what they have discovered. Cornelius knows, of course, and urges the furlings to “get out of the road this instant!” Russell, however, is surprised by traffic. He balls up and survives a scary encounter with a careless driver who throws a glass bottle out the window. It shatters in the middle of the road. Horner relies on dissonant writing for strings and brass, very bleak and entirely devoid of themes.
During the second part of the nature lesson, Cornelius and the furlings ride a canoe. Of course, the furlings’ rowing is uncoordinated at best. Surprisingly, Horner’s soft nature theme completely ignores their antics, and at 13:20, it becomes clear why. Throughout the story, the furlings will have to learn to work together, and when they do so for the very first time, guiding the canoe into the right direction, that moment is highlighted by a high flute note and a triangle accent. Part of the art of scoring is knowing what to accent and what to ignore.
The sustained high flute note is joined by lower strings, which provide the cue with another formal musical ending. (As you most certainly know by now, James Horner was fond of binding together individual scenes in suite-like cues with satisfying musical endings, like a full stop at the end of a sentence. In Horner, storytelling and musicality go hand in hand.)
3 The Accident (13:34 – 18:26)
The serenity exuded by the ending of the previous cue is shattered by a violent musical stinger as we cut to a tanker truck hurtling down the road. It blows a tire from the broken glass bottle, goes off the road and is overturned. The accident has ruptured the tanks and a poisonous gas spreads through the forest. Of course, once it is out of the tanks, gas does not make a sound, and it is up to Horner to fill that void. He does so by using an element that threads this score into the patchwork of his fantasy oeuvre: the eerie choir that he had used in Something Wicked This Way Comes (1983), again for the Widow in Krull (1983) and later in the storm sequence from An American Tail (1986). Here, the idea (a sound rather than a motif) represents an insidious evil of another kind.
On a cut back to the furlings in the canoe (14:47), the filmmakers inexplicably drop the music, only to have it pick up again at 15:28, when Cornelius is alarmed by how quiet the forest has suddenly become. The decision to interrupt the flow of the cue was entirely unnecessary, since Horner had provided forty seconds of soft music that would have supplied an interestingly eerie undercurrent to the funny moment of the canoe tipping over, and the cue as originally written shows the composer was always going to accent Cornelius’s dark realization anyway.
From here on in, Horner’s agitated rhythms start building, and the rest of the cue is an exercise in drama and pacing. Only when the characters stop on a hill looking out over patches of dead forest does the music pause. Other than that, it’s all unnerving action. Things come to a head when Michelle finds her parents dead inside the house. She passes out and Abigail only just manages to drag her out of the gas-filled interiors. Notice the prominent role for the choir at 17:08, when Abigail desperately tries to hold her breath.
Horner’s way of heightening the tension of the moment was to treat it as a straight action scene (which is exactly what it sounds like on the album). The final crescendo builds to a cymbal crash when we cut to an exterior shot of Abigail finally getting the unconscious Michelle out.
And this is when the cue’s two most effective dramatic moments occur. As Cornelius picks Michelle up in his arms, the white flower he had given her earlier falls down (18:01). On the ground, the flower immediately withers to shriveled brownish leaves. It’s a clever visual metaphor for Michelle’s condition and Horner was wise to accent both moments. On a match cut from the crumpled flower to the moon at night, Horner resorts to descending notes for the harp, a soft version of what he did right at the end of Destruction of the Black Fortress from Krull. The subtly but intentionally uncoordinated harp runs convey an atmosphere of unease and despair.
4 Bedside Vigil (19:13 – 21:15)
The start of the cue, again featuring soft harp, takes us back to Cornelius’s childhood in Willow Brook, where his first encounter with humans took place. They were poachers and a frightful incident left his parents dead. At 19:42, Horner inserts the score’s first statement of the Please Wake Up chorus. It nicely sets up the song that is to follow, but more importantly, it allows Horner to establish a link between the death of Cornelius’s parents and Michelle’s coma. It’s a thoughtful intellectual choice that quietly but resolutely elevates the drama, and it’s a terrific example of musical storytelling.
The subtle harp takes us back to the present, and the remainder of the cue plays under the bedside vigil itself.
Next up is the most questionable part of the screenplay. Of course the story needs to break into act two, and that means the furlings need to go on some sort of quest. The staging and motivation of that break into two, however, leaves a lot to be desired. Cornelius realizes he needs two medicinal plants, eyebright and lungwort, which no longer grow in the poisoned valley. For some unexplained reason, they have to be administered within forty-eight hours. So what does Cornelius do? He decides to stay at home and send three inexperienced kids off into a poisoned forest, looking for a meadow where these two particular plants might still be growing – oh yes, and please work together, furlings! Is it just me or does this look like pretty poor parenting?
James Horner supplies hesitant and fairly bland music where a sense of urgency would certainly have been appropriate. Maybe he did not want to emphasize the flaw in the screenplay here.
5 Please Wake Up (21:15 – 23:42)
While Abigail, Russell and Edgar are asleep, Cornelius sings by Michelle’s bed. It’s morning versus evening, youth versus old age, and I found myself touched by the song and the scene. This is also where all the Cornelius material is presented in succession: the verse, the bridge and the chorus, all nicely bookended by instrumental versions of the Please Wake Up chorus.
6 Morning (23:44 – 24:14) unreleased
This short and unreleased transitional cue plays as the sun rises over the forest. It’s pastoral and magical music, full of shimmering strings and subtle triangle. The evocative scoring ends as Russell packs food for the long journey. (The wrapping paper will prove very useful later in the story.)
7 The Journey Begins (24:59 – 31:15)
The music eases in as Cornelius hands a map to Edgar and draws from the material that started Epilogue and End Title from Krull. At 25:23, a solemn horn accompanies Cornelius’s equally solemn warning: avoid the humans and try to work together. At 25:38 Horner brings in the Please Wake Up chorus for a last glance at Michelle in the bed and another horn statement of the idea as the furlings say goodbye. The leaving itself is underscored with the main theme.
After this, the first part of the furlings’ journey was cut from the film, and that robs Horner of the opportunity to formally introduce the travelling motif. The section missing in the film is 1:17 to 2:45 of the cue as heard on the album, and it is one of the score’s liveliest moments. Horner carried over the theme from Willow but expanded on it substantially, and what’s more, he went on to use it in fragmented form during this score’s two major action scenes, the imminent run-in with an evil wood owl and the confrontation with the yellow dragons. Without a proper introduction, however, the fragments come across as haphazard and unmotivated. What’s worse, the missing music ends up being used in a montage later on, where it loses its meaning as a travelling motif and gets a new meaning that Horner never intended.
Between 26:14 and 27:07, the furlings run through the moon-lit forest. Abigail wants to reach a lonely gnarled tree in the middle of a vast clearing. Edgar warns her that they will be exposed for most of the way but the willful wood mouse won’t listen to him. Horner supplies ominous music that paints a bleak picture of the situation while preparing for the attack that is to come.
What comes next is quite eventful indeed and Horner is happy to supply plenty of mickey-mousing. Growling low strings highlight two nasty eyes appearing in a tree hole (27:18). There’s light action and plucked strings for our heroes running to the tree, unaware of the danger that awaits them there (27:22). Notice the circular movement in the music for a pov shot of the owl staking out its prey from high up in the sky (27:42). And finally, three seconds later, it’s all-out action as the owl plunges down and swoops the furlings up with its sharp claws. Twice in the cue, Horner uses descending piano lines to mimic characters falling down. In between the moments of outright action, Horner keeps the rhythm and the tension going.
The action is laced with snippets of the main theme in dramatic and tragic settings (28:45) and the travelling theme for little moments of courage and victory (29:16). The theme introduced in Willow now becomes a short fanfare of sorts for our heroes.
The brass sound triumphant when Abigail barks into a magnifying glass and scares the owl off. Its frantically flapping wings produce a violent draft that sends Abigail flying down but Russell and Edgar break her fall. It’s back to action when the owl flies out again to capture the furlings, but they hide under a log. The last part of the action cue is pure horror: while the owl sticks its head in and scratches away at the heroes, the brass deliver shrieks of dissonance. Edgar tries to dig a hole and the owl gets so much dirt in its eyes that it finally flies off, and the music follows suit. From a dramatic point of view, the whole purpose of the sequence was to establish that the stubborn Abigail needs to think twice before taking the lead and putting everyone at risk.
8 Bedding Down (32:15 – 32:48) unreleased
This second unreleased transitional cue features the two ideas that opened The Forest, but in a slightly faster arrangement: the horn line, the bridge and then the Please Wake Up chorus as we cut back to Cornelius watching over Michelle. The short cue essentially reminds the audience why the furlings have set out on their quest.
9 Mournful Procession (32:52 – 33:41) unreleased
This is the first of the three cues that make up the Phineas episode. It speaks fairly explicitly to the movie’s ecological message: a congregation of wrens has been chased from their nesting ground by earthmovers and bulldozers they call “yellow dragons” and in the chaos, young Bosworth was left stuck in the mud. The wrens now join in a procession of sorts, mourning the young bird’s fate. They are headed by Phineas, a rambunctious bird who is certainly no stranger to pastor theatrics.
This unreleased cue is just the procession and the Andrae Crouch singers mourning and singing. It has nothing to do with James Horner’s score.
10 Rescuing Bosworth (35:28 – 35:49) unreleased
More gospel music is heard as the furlings work together to create a lever and drag Bosworth out of the mud. Again, no link with James Horner’s score.
11 He’s Back (35:53 – 38:07)
To celebrate the young bird’s rescue, all the members of the congregation break into spirited singing and the furlings join in. This song is cue #8 on the soundtrack album. In the film, however, the music tails off instead of ending with a bang.
Again, you have to wonder what the fuss is all about. True, the sequence shows the furlings working together, but it is hardly the first time they have done so, and it is certainly not the last. True, Phineas points them into the direction of a meadow that has escaped the poisonous gas, but his directions are vague to say the least – “across a cursed ground over which my flock will not even fly”. When the furlings discover the meadow, it’s more by accident than by design, as we will see. And yes, Phineas is the first to mention the yellow dragons, but that hardly warrants spending so much time on this sequence. Phineas and his wrens do not impact the protagonists in any way and none of them return later in the story. In the end, the sequence may be colorful, but it is largely superfluous.
12 Escaping From The Yellow Dragons / The Meadow
As the furlings move on, menacing strings ease in and start a lengthy cue that packs a wallop. At 39:27 a swirling motion in the strings mimics swirling sand that signals the presence of the yellow dragons. Ten seconds later, the bulldozers and the earthmovers are revealed and the score’s second (and best) action cue kicks in, underpinned by an action motif unique to this sequence. It goes without saying that the furlings are no match for the imposing machinery, and they largely undergo the action, running away from the enemy rather than confronting it. Again, Horner supplies pained variations on the main theme and a couple of fragments of the travelling theme / hero fanfare. At the height of the drama, the furlings drop down a sewer grate, except Russell, whose fat belly gets stuck. Abigail tells him to suck in his stomach while a giant compactor moves towards them. In the very nick of time, Abigail and Edgar pull Russell down and Horner responds with a fantastic musical effect produced by mightily crashing pianos (41:11).
The furlings fall down into a subterranean sewage system (right in the middle of a forest field?) and once again, for reasons passing understanding, the music is temporarily dialed out as our heroes catch their breath. The discarded music corresponds to album track #10, 2:25 – 3:07 and features more snippets of the main theme.
At 42:05 the underground sewers are flooded and the furlings are swept along. The next 23 seconds of music feature appropriate references to The Storm from An American Tail. After a wild ride, the heroes find themselves in a pond and the music settles down – there are the harp runs again. From here on in, Horner starts playing against the moment: the furlings think all is lost but it fact, the music cycles through parts of the travelling and main themes, preparing for the big reveal of a green meadow just beyond the hill. A cymbal crash announces the discovery of the meadow at 43:27 and Horner indulges in a lush and triumphant performance of the main theme.
The valley is called Oakdale, and it too is inhabited. The furlings meet a colony of field mice, led by a bully called Waggs. As the mice start fighting over food, the cue kicks into its last part, and Horner does with the piano here what he did with woodwinds during the playful bird fight halfway through Whispering Winds in The Land Before Time. The writing is playful, complicated, a pretty decent work-out for the London Symphony players and utterly rewarding, ending the lengthy cue on a boisterous high and another formal musical ending.
13 Flying (47:09 – 51:48)
There is eyebright galore in the meadow, but lungwort only grows on a vertical cliff and none of the field mice have ever succeeded in securing the rare plant. Now Russell comes into his own: the paper he wrapped the food in, has the blueprints of Cornelius’s flapper-wing-a-ma-thing and the furlings set about constructing the airship.
The cue’s first ninety seconds are dropped and replaced by the rousing travelling motif performance from The Journey Begins (the one that was excised from its intended place in the movie). This editing choice is regrettable for at least three reasons. One: the transition at 48:43 from the travelling motif to the second part of the Flying cue is needlessly jarring. Two: Horner had taken advantage of the first part of Flying to present beautiful statements of the secondary nature theme but especially the score’s only other statement of the Burglekutt / Hogsqueal / flapper-wing-a-ma-thing motif. As it stands, the motif gets plenty of airtime in the second part of The Forest but never returns, in spite of a golden opportunity here. And three: in this context, the travelling motif loses its meaning and becomes a construction / collaboration motif. In short, the filmmakers ruined James Horner’s musical, structural and intertextual intentions here.
That said, no amount of editing can kill a great Horner cue, and when the airship takes to the skies, the main theme soars with goosebump-inducing majesty.
The rest of the cue covers the furlings’ attempt to get hold of the lungwort. Russell takes the wheel, Edgar loses his nerve (as usual), leaving Abigail to climb onto one of the wings to snap up the plant during a fly-by. She loses her grip, of course, and now it is up to the fearful mole to step up to the plate. He comes through in grand fashion: he catches Abigail just as she slips from the wing and swings her back into the basket of the airship.
However, the lungwort is gone from the cliff (51:15). Surprisingly and entirely appropriately, James Horner plays snippets of the Please Wake Up chorus, underlining the despair that now overwhelms Russell and Abigail. Morale is low until they notice that Edgar has been able to snap up the plant against all odds. Horner treats the mole to a brief round of triumphant brass as Edgar makes it back into the flapper.
During this action-filled second part of the cue, Horner sneaks in various statements of his signature four-note motif of doom. The cameo is sure to drive Horner bashers up the wall, but if you understand why this composer did what he did, it’s like meeting an old friend.
(The album features all the cues in film order apart from tracks #9 and #10.)
14 Flying Home To Michelle (51:49 – 58:02)
The secondary nature theme plays over soft strings as the heroes return home in the flapper. From high up in the sky they catch a last glimpse of the yellow dragons. The score does not even acknowledge them anymore, and for good reason, because the furlings are high and safe. At 52:23 a storm is brewing, and the churning movement in the strings mirrors the increasingly insecure movements of the flapper as the wind picks up. Sure enough, at 53:02, the flapper hits electrical wires and crash-lands to James Horner’s anguished strings.
Again, the furlings feel lost, until Edgar recognizes a willow tree and realizes that the V-shaped piece Cornelius gave him at the start of the story fits into its bark. They’re back home! The transition from despair to elation is handled particularly well by James Horner from 53:27 onwards. He limits himself to just the first six notes of the secondary nature theme, which play first in a despondent horn (despair), then in a clear trumpet (discovery and exhilaration) and finally warm strings (soothing comfort). It’s all very subtle, but just six notes and judicious orchestrations can work miracles in the hands of a talented storyteller.
The furlings run to Cornelius’s house, and the Please Wake Up verse plays twice as they watch Michelle, who’s still in a coma.
At 54:18, an ominous shaft of bright light floods the inside of Cornelius’s place, signaling the arrival of humans. Over anguished strings with parts of the main theme interspersed, the furlings and their teacher run outside in a panic. Horner kicks into even higher gear when Edgar loses his glasses and tumbles into an old rusty trap. The string writing gradually becomes really high-pitched and between 55:35 and 55:43 starts to sound like the second part of Lillian’s Heart Attack from Brainstorm (1983). A giant human hand reaches in, grabs the mole but lo and behold, gently puts him back on the ground and destroys the trap. At 56:13 the main theme returns to a more familiar and soothing performance when it dawns on Cornelius that there are good humans, after all. Still, Horner provides a measure of emotional ambiguity: yes, the main theme sounds comforting, but the instrument playing it is the oboe, which in terms of orchestration is the Hollywood standard of quiet sadness. Combining comfort and sadness is James Horner’s way of showing how Cornelius is torn between the memories of his lost parents and gratitude for Edgar’s rescue. In my book, this is as fine a piece of psychological scoring as any.
James Horner has one more surprise up his sleeve. At 57:00, Cornelius crushes the medicinal plants and uses them as a cure. Out of sympathy for the comatose little badger (and in order to get us to care more deeply about her), Horner introduces a new musical idea, the Come Away theme from the album’s opening and closing tracks, which is performed there by the children’s choir. The suite-like cue again comes to a formal musical ending as Cornelius tells the others all they can do now is wait.
15 The Children / Maybe One Day … Maybe One Day (58:05 – 1:02:13) /
16 Once Upon A Time With Me (End Credits) (1:02:13 – 1:07:53)
When the furlings wake up, Michelle is still unconscious. Cornelius holds her close but he is beginning to give up on her. Horner appropriately scores the moment with a poignant statement of the chorus from Please Wake Up, and later (at 59:03) with music that is very reminiscent of Ghost Call from Project X, particularly the moment when Virgil mourns Bluebeard’s death.
One of Cornelius’s tears falls on Michelle’s nose and that finally wakes her up. At 59:19, we hear the Come Away theme again, which Horner now seems to link exclusively to Michelle.
Cornelius is very proud of Edgar, Abigail and Russell. He is amazed by how much they have grown and he compliments them on working together so well.
As the furlings are reunited with their parents, Horner returns to the main theme and even a hint of the hero fanfare / travelling theme in the trumpet at 1:00:50. Michelle’s parents, of course, were killed by the deadly poison, and Cornelius decides to take her under his wing.
At 1:01:55, Horner starts a long coda, which is cut short in the film when it segues into the end title cue. Horner apparently liked this particular coda idea, because he reprised and developed it at great length over the last part of Closing Credits from The Spiderwick Chronicles. It is a very simple set of two notes which, repeated over and over, exude a wonderful serenity and even a touch of mysticism.
Once Upon A Forest is a genuinely great James Horner score, because of the quality of the writing, because of the thematic material that Horner uses to thread the score into his general oeuvre, because of the keen psychological insights it displays and because of its sheer musicality, which allows the score to have a life even when divorced from the story for which it was composed. It was James Horner’s fourth animation score, and the third collaboration with David Kirschner. They would team up again the following year for The Pagemaster, and in the booklet of that soundtrack album (also released by Fox Records and later re-issued by La-La Land Records), David Kirschner sang the composer’s praises: “I think that if it were possible to go back to the time of that ancient man sitting in his cave, pounding out the beat to the emotions of the story, and present him with the work of James Horner, he would smile not only out of pride but also with the knowledge that the art of creating music to convey a story is in very good hands.
Who are we to disagree?
Photo credit: © 20th Century Fox
Special thanks to John Andrews


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