# Ursula (The Little Mermaid)
**Ursula** (アースラ) is a fictional sea witch and the principal villain of Disney's animated film *The Little Mermaid* (1989), in which she grants the mermaid princess Ariel human legs in exchange for her voice as part of a plot to seize the underwater kingdom of Atlantica from Ariel's father, King Triton[1](https://www.disneyanimation.com/films/the-little-mermaid/) • [2](https://d23.com/a-to-z/little-mermaid-the-film/). Her distinctive look, voice, and song "Poor Unfortunate Souls" have made her one of the studio's most recognizable villains, and the character has been reinterpreted repeatedly across live-action remakes, television, and stage adaptations[3](https://www.latimes.com/entertainment-arts/movies/story/2022-08-02/ursula-the-little-mermaid-disney-pat-carroll).
| Key fact | Detail |
|---|---|
| First appearance | *The Little Mermaid* (1989), Disney's first animated fairy-tale feature in three decades, released November 15, 1989 in Los Angeles and New York and November 17, 1989 generally[2](https://d23.com/a-to-z/little-mermaid-the-film/) |
| Role in the plot | A "sneaky sea witch" who bargains with Ariel, taking her voice in exchange for human legs, as part of a larger scheme to gain control of Triton's realm[1](https://www.disneyanimation.com/films/the-little-mermaid/) • [2](https://d23.com/a-to-z/little-mermaid-the-film/) |
| Original voice | Pat Carroll, who also sang "Poor Unfortunate Souls"; she died in 2022 at 95[2](https://d23.com/a-to-z/little-mermaid-the-film/) • [3](https://www.latimes.com/entertainment-arts/movies/story/2022-08-02/ursula-the-little-mermaid-disney-pat-carroll) |
| Design origin | Inspired by the Baltimore drag queen, actor, and singer Divine, an influence confirmed by those involved with the film[4](https://time.com/6282514/little-mermaid-ursula-drag-queen-divine/) |
| Anatomy dispute | The 1989 character has six tentacles, and Carroll long maintained that Ursula is a squid rather than an octopus[3](https://www.latimes.com/entertainment-arts/movies/story/2022-08-02/ursula-the-little-mermaid-disney-pat-carroll) • [5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/) |
| Live-action portrayal | Melissa McCarthy in *The Little Mermaid* (2023), where Ursula is Triton's estranged sister and an octopus with eight tentacles[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/) |
| Later screen versions | Merrin Dungey in ABC's *Once Upon a Time*, Whoopi Goldberg in *Descendants 2*, and Queen Latifah in the 2011 Disney Dreams Portrait series and *The Little Mermaid Live!*[6](https://www.tandfonline.com/doi/abs/10.1080/01956051.2023.2171659) |
## Character and role in the 1989 film
Ursula is the villain of a story that Disney adapted from [Hans Christian Andersen](https://www.edgepedia.org/hans-christian-andersen)'s 1836 fairy tale, giving it a happier ending than Andersen's, in which the little mermaid dies and turns to foam[2](https://d23.com/a-to-z/little-mermaid-the-film/) • [7](https://catalog.afi.com/Catalog/MovieDetails/58175). According to the Disney studio's own account, Ursula plots to grant Ariel's wish to be human in exchange for her beautiful voice, as part of a larger scheme to gain control of Triton's realm; she then tricks the mute Ariel and Prince Eric, before the two together foil her plans and save the undersea kingdom[2](https://d23.com/a-to-z/little-mermaid-the-film/). Fans and later analyses note the contractual form of the bargain: Ariel signs a contract granting her three days on land, with true love's kiss as the condition for remaining human, on pain of belonging to Ursula[8](https://www.imdb.com/title/tt0097757/faq/).
In the film's climax Ursula disguises herself as a human woman named Vanessa, wearing Ariel's stolen voice in a shell locket around her neck; in the original ending the seagull Scuttle shatters the locket, releasing the voice to its rightful owner[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/). Prince Eric then kills the sea witch by ramming her with a ship[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/).
## Divine, drag culture, and Howard Ashman
The design of Ursula has a documented origin in drag culture. The Baltimore-born drag queen, actor, and singer Divine, known for [John Waters](https://www.edgepedia.org/john-waters) films such as *Pink Flamingos* (1972), inspired the character's look: unnaturally high hairline, gigantic eyebrows, and over-the-top makeup crafted by Van Smith[4](https://time.com/6282514/little-mermaid-ursula-drag-queen-divine/). The film's producer and lyricist [Howard Ashman](https://www.edgepedia.org/howard-ashman), a Baltimore writer positioned to fuse his hometown's drag culture with a Disney tale, drove the character's development; composer [Alan Menken](https://www.edgepedia.org/alan-menken), who co-wrote the music with Ashman, confirmed in 2023 that Divine was the inspiration, and animator Rob Minkoff, who drew a "vampy overweight matron" resembling Divine, has also been credited with confirming the influence[4](https://time.com/6282514/little-mermaid-ursula-drag-queen-divine/) • [9](https://www.allure.com/story/little-mermaid-behind-the-scenes) • [10](https://www.avclub.com/read-this-how-divine-inspired-ursula-the-sea-witch-1798243255). Animators Kevin Lima and Glen Keane later pushed the design further in the Divine direction, giving her a mohawk hairstyle similar to the star of *Pink Flamingos*[10](https://www.avclub.com/read-this-how-divine-inspired-ursula-the-sea-witch-1798243255).
**Ashman's performance.** Ashman himself enacted the character for the voice actors. At the request of [Pat Carroll](https://www.edgepedia.org/pat-carroll), he performed a demo of "Poor Unfortunate Souls", and Carroll remembered him in a documentary as "brilliant" for the way he sang it[11](https://www.vogue.com/article/ursula-little-mermaid-drag) • [12](https://www.smithsonianmag.com/arts-culture/little-mermaid-was-way-more-subversive-you-realized-180973464/). The finished song is delivered in a raunchy, cabaret style with strong overtones of [Kurt Weill](https://www.edgepedia.org/kurt-weill)[13](https://am.animatedviews.com/TheLittleMermaid.html/1000). The scholar Laura Sells reads "Poor Unfortunate Souls" as essentially a drag show instructing the know-nothing mermaid in the art of seduction[14](https://www.irishtimes.com/culture/film/2023/05/24/melissa-mccarthy-on-the-little-mermaid-we-all-saw-camp-in-the-original-and-we-all-loved-it/).
Disney never openly acknowledged Divine's influence at the time; for years the connection was mere speculation until those involved with the film confirmed it[4](https://time.com/6282514/little-mermaid-ursula-drag-queen-divine/). Carroll, who voiced Ursula, would have liked a drag queen to play her in the live-action remake, and the drag community has long asked for an actual drag queen in the role[4](https://time.com/6282514/little-mermaid-ursula-drag-queen-divine/).
## Pat Carroll and the voice
Pat Carroll, a veteran actress of stage, television, and film, provided Ursula's speaking and singing voice in 1989[2](https://d23.com/a-to-z/little-mermaid-the-film/). She long maintained, against common description, that her character is a squid, not an octopus[3](https://www.latimes.com/entertainment-arts/movies/story/2022-08-02/ursula-the-little-mermaid-disney-pat-carroll). [Bea Arthur](https://www.edgepedia.org/bea-arthur) and [Elaine Stritch](https://www.edgepedia.org/elaine-stritch) have been reported as other actresses considered for the role; one account says Stritch got the part but clashed with Ashman's style of music production and was replaced by Carroll[15](https://www.girlsonfilmzine.com/_files/ugd/ad69be_3d29ffbf6cb14654bbc63bdf155aa81d.pdf).
## Revisions and reinterpretations
**The 2023 live-action remake.** In Rob Marshall's *The Little Mermaid* (2023), Ursula is played by [Melissa McCarthy](https://www.edgepedia.org/melissa-mccarthy)[16](https://movies.disney.com/the-little-mermaid-2023). Several things changed. She had previously simply been banished from the kingdom, but is now King Triton's estranged sister, making Ariel her niece and adding a layer of malevolence to her plot[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/). Her anatomy changed: she used to be half woman and half squid with six tentacles, which Carroll said made her less expensive to draw and animate, but the remake, with a $250 million budget, gave her the full eight tentacles of an octopus[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/). Her spell gained an extra condition: she ensures that Ariel will not remember the terms she must meet to remain human[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/). Alan Menken revised the lyrics of "Poor Unfortunate Souls", removing a whole verse including the "body language" line, since Ursula is clearly manipulating Ariel into giving up her voice[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/). The film's climax also shifts: Ariel herself breaks the shell locket holding her voice and steers the ship into Ursula, defeating her, where Eric had done both before[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/).
McCarthy acknowledged Divine's influence at the film's premiere, saying she had long been certain the character "had to be based on Divine"[4](https://time.com/6282514/little-mermaid-ursula-drag-queen-divine/). Critics gave her performance mixed attention; one review found the film's liveliest work came from [Halle Bailey](https://www.edgepedia.org/halle-bailey) and McCarthy together, while another judged that unlike the 1989 Ursula, with her deep voice and touchy-feely tentacles, McCarthy's sea witch is not read as lesbian coded[17](https://www.metacritic.com/movie/the-little-mermaid-2023/critic-reviews/) • [18](https://alphavillejournal.com/Issue27/HTML/ArticleRichardson.html).
**Other screen versions.** Because Disney properties feed one another, Ursula has accumulated further portrayals. A 2023 academic analysis reads *The Little Mermaid* and ABC's *Once Upon a Time* as one heterogeneous storyworld, since *Once Upon a Time* is Disney-owned and Disney-derived, with different instantiations of Ursula accretively fronting her Blackness; the article's author, Kyndall Cunningham, counts [Merrin Dungey](https://www.edgepedia.org/merrin-dungey) in *Once Upon a Time*, Whoopi Goldberg in the [Disney Channel](https://www.edgepedia.org/disney-channel) movie *Descendants 2*, and [Queen Latifah](https://www.edgepedia.org/queen-latifah) for the 2011 Disney Dreams Portrait series among the Black performers Disney has cast as Ursula[6](https://www.tandfonline.com/doi/abs/10.1080/01956051.2023.2171659).
In the Disney Junior preschool series *Disney Junior's Ariel*, an animated musical set in a Caribbean-inspired Atlantica, Ursula is voiced by [Amber Riley](https://www.edgepedia.org/amber-riley), with [Taye Diggs](https://www.edgepedia.org/taye-diggs) as King Triton[19](https://www.detpress.com/storage/uploads/6B/5F/6B5F62C9-8252-DBFE-0461-C442316AFF7E/press-release-9-1306787.pdf).
## Critical reception and scholarship
The 1989 character has drawn sustained academic attention. Scholars have read her against Ariel's "Barbie-doll dimensions" as an "overweight, ugly woman" with a masculine voice whose tentacles embrace and caress Ariel, making her readable as queer coded[18](https://alphavillejournal.com/Issue27/HTML/ArticleRichardson.html). Other criticism places her in 1980s film tropes: one reading argues Ursula corresponds to the character traits of the "welfare queen" (dark-skinned, fat, indolent, and sexually insatiable) while running a cottage industry of selling black magic that subverts the work ethic of American capitalism[18](https://alphavillejournal.com/Issue27/HTML/ArticleRichardson.html).
A linguistic study comparing the 1989 and 2023 films used critical discourse analysis of Ursula's speech to identify explicit and implicit gender-related messages in how Disney constructs a female villain, and to ask whether Disney's portrayal of female characters has developed[20](https://jyx.jyu.fi/bitstreams/845a6907-b0f6-47a9-a79e-4b4d9edc0abe/download).
One persistent fan assumption has an ambiguous status: Ursula as Triton's sister was considered during development of the 1989 film but was not established there or in the 2000 sequel *The Little Mermaid II: Return to the Sea*; the sibling relationship became official only with the 2023 remake[5](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/).
## Legacy
Ursula is identified as a key piece of the magic behind *The Little Mermaid*'s success, the film that launched the Disney Renaissance that continued with *Beauty and the Beast* (1991), *Aladdin* (1992), and *The Lion King* (1994)[3](https://www.latimes.com/entertainment-arts/movies/story/2022-08-02/ursula-the-little-mermaid-disney-pat-carroll) • [12](https://www.smithsonianmag.com/arts-culture/little-mermaid-was-way-more-subversive-you-realized-180973464/). John Waters, Divine's longtime friend and creative partner, framed the character's lasting appeal in terms of Divine's own self-fashioning: Ursula was proud of herself, confident, and never questioned her look[4](https://time.com/6282514/little-mermaid-ursula-drag-queen-divine/).
## References
1. [The Little Mermaid, Walt Disney Animation Studios](https://www.disneyanimation.com/films/the-little-mermaid/)
2. [Little Mermaid, The (film), D23](https://d23.com/a-to-z/little-mermaid-the-film/)
3. [How Ursula and 'The Little Mermaid' changed Disney history, Los Angeles Times](https://www.latimes.com/entertainment-arts/movies/story/2022-08-02/ursula-the-little-mermaid-disney-pat-carroll)
4. [Once Upon a Time, Ursula Was a Drag Queen, TIME](https://time.com/6282514/little-mermaid-ursula-drag-queen-divine/)
5. [10 Ways the New Little Mermaid Is Different From the Original Animated Movie, TIME](https://time.com/6283113/the-little-mermaid-disney-live-action-original-differences/)
6. [Casting Black Athenas: Black Representation of Ancient Greek Goddesses in Modern Audiovisual Media and Beyond, Journal of Popular Film and Television](https://www.tandfonline.com/doi/abs/10.1080/01956051.2023.2171659)
7. [The Little Mermaid (1989), AFI Catalog](https://catalog.afi.com/Catalog/MovieDetails/58175)
8. [The Little Mermaid (1989) FAQ, IMDb](https://www.imdb.com/title/tt0097757/faq/)
9. [Why Melissa McCarthy's Eyebrows Are Uneven as Ursula in 'The Little Mermaid', Allure](https://www.allure.com/story/little-mermaid-behind-the-scenes)
10. [Read This: How Divine inspired Ursula The Sea Witch, The A.V. Club](https://www.avclub.com/read-this-how-divine-inspired-ursula-the-sea-witch-1798243255)
11. [The Little Known Drag Origins of The Little Mermaid's Ursula, Vogue](https://www.vogue.com/article/ursula-little-mermaid-drag)
12. [The Subversive History of 'The Little Mermaid', Smithsonian Magazine](https://www.smithsonianmag.com/arts-culture/little-mermaid-was-way-more-subversive-you-realized-180973464/)
13. [The Little Mermaid (1989), Animated Views](https://am.animatedviews.com/TheLittleMermaid.html/1000)
14. [Melissa McCarthy on The Little Mermaid, The Irish Times](https://www.irishtimes.com/culture/film/2023/05/24/melissa-mccarthy-on-the-little-mermaid-we-all-saw-camp-in-the-original-and-we-all-loved-it/)
15. [The Musicals Issue, Girls on Film zine](https://www.girlsonfilmzine.com/_files/ugd/ad69be_3d29ffbf6cb14654bbc63bdf155aa81d.pdf)
16. [The Little Mermaid (2023), Disney Movies](https://movies.disney.com/the-little-mermaid-2023)
17. [The Little Mermaid critic reviews, Metacritic](https://www.metacritic.com/movie/the-little-mermaid-2023/critic-reviews/)
18. [Part of Whose World? How The Little Mermaid (2023) Attempts to Revise the Racist Tropes of the 1989 Animated Film Musical, Alphaville](https://alphavillejournal.com/Issue27/HTML/ArticleRichardson.html)
19. [Casting News: Disney Junior's Ariel press release](https://www.detpress.com/storage/uploads/6B/5F/6B5F62C9-8252-DBFE-0461-C442316AFF7E/press-release-9-1306787.pdf)
20. [Master's thesis on Ursula's speech in the 1989 and 2023 films, University of Jyväskylä](https://jyx.jyu.fi/bitstreams/845a6907-b0f6-47a9-a79e-4b4d9edc0abe/download)
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*Topic: Encyclopedia › Arts and culture › Literature and written works › Creative written works and worlds › Adaptations, tie-ins, and fictional worlds › Works based on literary sources › Works based on fairy tales, folktales, and legends*
*Initially written Sep 17, 2026 · Reviewed: Sep 19, 2026; Oct 25, 2026 · Edited: Sep 19, 2026; Oct 25, 2026 · Last review: Oct 25, 2026*
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