In 1997 soft-rock crooner Sting got a phone call from Disney offering him the job of creating six songs for an animated feature just greenlit and entering production. Trudie Styler, Sting's wife, used the opportunity to begin filming the world's first completely thorough, top-to-bottom, beginning-to-end documentary on the making of a Disney animated classic.

When Disney saw the completed documentary in 2002, they immediately grabbed it out of Trudie's hands, threw it in The Vault and locked it up forever. It only screened twice at festivals; once more in a private showing at Pixar headquarters. What did they have against it? It was less about anything outright scandalous and more about its subject matter. This would have been fine were it The Little Mermaid or The Lion King, but the film she wound up exposing all the secrets of turned out to be Kingdom of the Sun, the aborted vapor-movie that never came out.

Kingdom of the Sun would have been a traditional musical about a selfish Incan emperor and a humble peasant llama herder who switched places a la The Prince and the Pauper. The peasant would have fallen in love with a princess, while the emperor would have been turned into a voiceless llama and learned humility. If it sounds vaguely familiar, it's because it exited the studio as The Emperor's New Groove. Obviously something weird happened in there.

The documentary was called The Sweatbox, named after the hot screening room Walt Disney reviewed unfinished films inside so he could critique them and pass judgment on the producers and directors. The prevailing theory is that the executives at Disney weren't thrilled about the idea of millions of people seeing them do this job and crush the artists' ambitions. The one screening at Pixar was accompanied by a guard, who turned down a free lunch with Pete Docter because "if I ever let this copy out of my sight, I could lose my job."

Disney was successful at keeping The Sweatbox away from the general public until 2012, when a workprint with a timecode inexpicably showed up on YouTube. The video lasted two days, but before its removal, over 300,000 viewers saw it, many of whom yoinked the video file for their own channels, torrents or private use. I grabbed the film myself during this time. If you can't see The Sweatbox for yourself, here's a thorough description of what happens in it.

The story begins back in '97 at Sting's lake house in.....somewhere blocked by the timecode. (This is going to happen a lot, but it's the only copy we will ever have, so beggars can't be choosers.) As best as I can tell from the little bits of the bottom text that are visible, it's located in Somewhere, England. The actual phone call summoning Sting to the job is preserved by Trudie. So, as well, is the phone call telling him the songs he spent the past two years cultivating have all been dumped, but we're getting ahead of ourselves.

Roger Allers, the original director, had previously directed The Lion King and was pondering a new project. "How about something based on...South American culture? Ooo, the Incas." He and his crew booked a flight to Peru to study the ruins of Macchu Picchu and make sketches of sharply curved hills and llamas. Once they had all their thoughts together, they came to Michael Eisner and pitched an animated movie about Mesoamerican royalty and peasantry and a vampy villain who wanted to destroy the sun.

"It's a story about Pacha, a llama herder....he loves the sun. He believes there's always a way to bring light into any situation. Pacha comes to the city, and when he's put into a position of leadership, he transforms the city." Eisner responded stoically with "It has all the elements of a classic Disney film."

The original Pacha, standing on a mountaintop and yelling "HAAAAAAAAAAAAAAAAAAA!!" in a rough storyboard for a scene that would have likely involved lots of 90's CGI.

"The same concept was pitched to Sting," Allers continues. "It's about a common man teaching an arrogant man how to rule. Sting agreed to come on and do the movie."

Meanwhile at Dreamworks, where the strategy was to watch whatever Disney was doing and rush together mean-spirited knockoffs of the same films, Katzenberg greenlit The Road to El Dorado as a response to Kingdom of the Sun, and brought on Elton John in response to Sting, with the intent to beat Disney to the market a la Antz debuting a month before A Bug's Life. What he didn't know was that this movie would never see the light of day and that New Groove, being so different, would be dumped into December of 2000. El Dorado showed up that summer unopposed, appearing as if they had an unstolen idea.

In some of these shots, like the ones that give us glimpses of Manco (the original Kuzco), the animation had been completed already. Some of these character designs look like they came from Prince of Egypt.

David Spade was the emperor the entire time. He was perfectly cast as Kuzco, but apparently by circumstance, as he was originally Manco, when the movie was NOT a complete farce. Could you see Spade fitting into Mulan or Hunchback? (Or for that matter, Rosie fitting into Tarzan?)

Speaking of Terk, and Grandmother Willow, and all the other "why is that in this movie" random characters Disney tended to stick into their storylines during this era, here was the planned random dude for Kingdom of the Sun: Xaca, a talking stone statue described as a "walking bureaucrat." There is a fully animated clip where Xaca says, in his gravelly voice, "It's time for me to put my foot down!" followed by the teeny DINK of his doing so. The Disney marketing department, with their tendency to focus on the wacky, would have worn that clip to shreds.

Yzma changed the least. Her design was altered very little and she was always voiced by Eartha Kitt. Her main motivation ("DESTROY THE SUN!!") changes eventually, but her song "Snuff Out The Light" was deemed good enough to include in the New Groove soundtrack album despite appearing nowhere in the movie.

The bulk of the time in which we see Sting composing, he's trying to put together a song about llamas. "It's about their place in Incan society...their entire society is dependent on the llama, because you can't have a civilization without any clothes on." The song doesn't sound very Sting-like, and he admits he's trying to disguise any trace of his signature style for the movie's sake....raising the question of why they're spending so much on him to begin with.

It's here that we get the first hints of trouble, because Sting admits he's making all these songs based off the outline. There is still no hard script written, and plot points and scenes are being debated, thrown out and switched around WHILE the animation process is under way. Mark Dindal is brought on as co-director to smooth things out.

They start to realize there are a lot of ideas crammed into the picture -- maybe too many. Every character was working off their own separate storyline and it wasn't coming together coherently. Allers was not willing to cut a thing. "Imagine if I told you there was a new animated Disney film out starring David Spade, Eartha Kitt, and Sting," said Don Hahn. "You'd be like, 'Sounds great, where's it playing?' We have all the right elements, we're just having trouble fitting them all together."

The focus temporarily shifts from the directors and producers to the artists and crew. We get to meet Joe Moshier, the lead character designer, animator Andreas Deja (who worked on a LOT of 90's Disney films) and we get to see some of the voice actors perform. Kitt is a real hoot to watch.

One character we hear nothing about, however, is the abandoned princess. Almost every sketch of her is too far away from the camera to see any details. The only thing we know is what the outline says -- it's never spelled out what her relation to Manco was. And we never find out who her voice actress was either -- we only see her VA once, uncredited, when she's singing (and since singing voices can be different from speaking voices, we may never know anything).

The man who supplied the original Pacha voice is also glimpsed here, to the right. Any guesses? (Owen Wilson?)

One of the animators shows a crucial scene of the film in progress, and explains what's going on.

"Manco thinks Pacha is an assassin come to kill him. Then he realizes they look exactly alike. Pacha talks his way out of being killed by suggesting they switch places." We see much of this scene as he's talking, which is fully animated.

Pacha: "Listen! One me is doing the things I don't want to do, while the OTHER me is having FUN!"
Manco: "Suddenly I'm not so depressed."
Depressed about what? No context is given for Manco's motivation beyond that, and the documentary doesn't elaborate.

Manco: "I'm gonna choose one of"
Manco:" ....SACRIFICE."
*Girls' expressions freeze*
Manco: "Just kidding."

Manco's original transformation sequence. In this version Yzma meant to do it. According to Spade, the llama Manco would not speak.

The industry may have transitioned to 3D animation, but some things never change. This discussion on color keys explains how how every background is planned out to reflect the emotion of the scene through its color placement -- a process that is still implemented today in every Pixar film. There is also a set of colors designated "Good" and a set designated "Evil."

One-third of the way through the documentary, the fateful day of the Sweatbox Screening arrives. At this stage the movie is in a basic workprint form, with some scenes of animation completed in pencil and others still in rough storyboard, but for the most part complete enough to watch. "If they have a problem with something major, if they say 'we don't like the idea of that one guy looking like the other guy,' basically the basis for the movie (chuckles in disbelief), this would be a good time to tell us." Guess what the execs had a problem with? That and everything else.

"For me, so much of the movie isn't working," said an uncredited mustachioed executive. "I just don't know who I'm supposed to care about, what I'm watching....the pace seems really, really wacky, like just so leaden, and I'm not having much fun."
"Well, we kind of haven't found our center yet," a producer nervously states. "We don't know if we're more of a comedy, more of a drama, this or that."
"That being said, the two things I really enjoyed were the love song and the llama song," the exec admitted, with a look on his face that suggested he said it to take the edge off. But those things would wind up cut as well.

They also wanted to know what the point of Xaca was. There was no answer. "Well....why can't a human be more like a rock?" offered one guy.

This actually inspired Sting to compose another song, with that as a title, in an effort to save Xaca, but to no avail.

The story department spent the next month trying to untangle the mess and salvage the picture. Alterations to the setting, characters and cast were all discussed, and no one knew if they would have a job when the dust settled. Six different outlines were pitched before the suits got excited about the final one, a last-ditch "screw it, let's just go nuts" take on the concept. The news then had to be broken to Sting that his songs were gone, which is preserved in the film in its entirety. Allen was let go and Dindal became the film's sole director. This is followed by many shots of fired people talking of shattered dreams and walking on sunset-lit beaches.

With a year and a half to make an entirely new feature, the rush is on. The title is altered to Kingdom IN the Sun, then to The Emperor's New Groove. The main character's name is changed to "Kuzco" when everyone finds out "Manco" means "vagina" in Japanese and "bad movie" in Turkish. All the work-in-progress footage shown from this point is from what made it into the finished film -- no more surprises. Though Sting's work is used in the final picture (during the credits) he is really out of place from this point forward, and he knows it.

The art direction is revamped into an exaggerated version of what had come before; "an Incan version of Las Vegas," as one art director puts it. Andreas Deja loses interest in the new Yzma and quits animating her, and is replaced with Dale Baer. Eartha Kitt also admits she thought the original Yzma was a more rounded character, but is happy to still have the work. Part of the movie is outsourced to Paris.

Kronk is one of the few completely new characters invented during this time, described as "Yzma's boyfriend." (Boyfriend? I always thought he was her bodyguard.) Tony Bancroft animates him and tells an odd anecdote about one of the studio heads being nervous about Kronk's chin. "Too stereotypical" was the concern.

The second sweatbox screening goes much better. Though the suits admit they went in with low expectations, the gamble paid off and they leave quickly with little notes for improvement.

Poor Sting is called again while his mind is zeroed on creating his next album. "It's going to be a challenge keeping my focus, but I'm up to it," he vows. We're shown a meeting between him and the story team, planning out "Perfect World," the opening and closing number (which wound up being sung by Tom Jones, not Sting).

In the revised story process, Pacha's family is nearly cut -- executive concerns are that the scenes in which they appear are "too slow." An animator assigned to work on Chicha, Pacha's pregnant wife, is told something different every week. "First they said she was now dead, then they told me she was in the film but her role was greatly reduced....then they said her role had been increased by a hundred percent, then they told me she was dead again." In the end the team is able to convince the higher-ups that it is necessary for Pacha's character to have a family, as a contrast to Kuzco living alone.

One last-minute change comes as a result of Sting threatening to resign over the original ending -- Kuzco was to build his summer palace anyway, only in a different location. This ending really wasn't to Sting's taste and he felt it meant Kuzco learned nothing. The writing team saw his point, and changed the ending slightly. Sting still walked away disillusioned and had no desire to ever work with Disney again. "I think it's a real concern of mine that I'm allied to this organization which seems to want to take the best of different cultures and grind them up and spit them out into something that's like a hamburger."

Once Sting sees a near-finished version of the film, though, he cracks up with laughter and remains to compose the credits song, "My Funny Friend And Me." From there it's a last-minute rush through the final dailies, two different composers, approval of Happy Meal toys and, finally, the premiere.

Is the documentary really so damaging to Peter Schneider and Thomas Schumacher, the executives that ran Disney in the late 90's and no longer work there today? ....In my opinion, not really. They made a lot of hand-wringing fuss out of nothing (but that's typical for the company). The swears are unbleeped and one of the directors makes a pot joke, but Disney can't seriously pretend they don't have human beings working behind the scenes.

Others who have seen The Sweatbox have come away with different views of what happened. This one irritable man with a Middle Eastern name who runs an animation blog saw exactly what he wanted to see:

You’ll cringe in sympathy with the Disney artists as you see the gross bureaucratic incompetence they had to endure while working at the studio in the 1990s. The film not only captures the tortured morphing of the Kingdom of the Sun into The Emperor’s New Groove, it also serves as an invaluable historical document about Disney’s animation operations in the late-1990s. If any questions remain about why Disney fizzled out creatively and surrendered its feature animation crown to Pixar and DreamWorks, this film will answer them.

Another irritable man, this one under the employment of a libelous gossip site, had the opposite perspective:

Don't get your hopes up: It's not that damning. It's basically a too-many-cooks-in-the-kitchen story about sensitive creative types and the people in charge who have to tell them, "No." Anyone who's been edited knows the story.

Ultimately, what opinion you form of the Disney studio through this movie depends on which version of the finished product you prefer. I have to say, I vastly prefer the movie we got. Not only did Kingdom of the Sun feel very derivative of past animated features, but several of its plot points had already been done less then ten years ago. Pretending to be a prince to score royalty, because he thinks she won't love him if she knew the truth? Where have we seen that before? Speaking of Aladdin, it faced a similiar brutal mid-development overhaul. Aladdin was originally a twelve-year-old with three brothers and a mother, and Jasmine was a spoiled brat. Would you have preferred that version? Sometimes these massacres need to happen.

The Emperor's New Groove is a wonderful homage to classic cartoon zaniness (Disney made a far better Looney Tunes movie than any feature with Bugs WB has put together). Its enduring popularity was enough to make a terrible DTV sequel AND a mediocre TV series profitable. It's one-of-a-kind and will forever remain so, as long as the likelihood of a big-budget 2-D animated feature that is experimental in tone remains low. That's nothing to sweat about.