In 1936, Walt Disney felt that the Disney studio’s star character Mickey Mouse needed a boost in popularity. He decided to feature the mouse in The Sorcerer’s Apprentice, a deluxe cartoon short based on the poem written by Johann Wolfgang von Goethe and set to the orchestral piece by Paul Dukas inspired by the original tale. The concept of matching animation to classical music was used as early as 1928 in Disney’s cartoon series, the Silly Symphonies, but he wanted to go beyond the usual slapstick, and produce shorts where “sheer fantasy unfolds … action controlled by a musical pattern has great charm in the realm of unreality.” Upon receiving the rights to use the music by the end of July 1937, Disney considered using a well-known conductor to record the music for added prestige. He happened to meet Leopold Stokowski, conductor of the Philadelphia Orchestra since 1912, at Chasen’s restaurant in Hollywood, and talked about his plans for the short. Stokowski recalled that he did “like the music”; was happy to collaborate on the project, and offered to conduct the piece at no cost.

Following their meeting, Disney’s New York representative ran into Stokowski on a train headed for the East Coast. In writing to Disney, he reported that Stokowski was “really serious in his offer to do the music for nothing. He had some very interesting ideas on instrumental coloring, which would be perfect for an animation medium”. In his excited response dated October 26, 1937, Disney wrote that he felt “all steamed up over the idea of Stokowski working with us … The union of Stokowski and his music, together with the best of our medium, would be the means of a success and should lead to a new style of motion picture presentation.” He had already begun working on a story outline, and wished to use “the finest men … from color … down to animators” on the short. The Sorcerer’s Apprentice was to be promoted as a “special” and rented to theatres as a unique film, outside of the Mickey Mouse cartoon series.

An agreement signed by Disney and Stokowski on December 16, 1937, allowed the conductor to “select and employ a complete symphony orchestra” for the recording. Disney hired a stage at the Culver Studios in California for the session. It began at midnight on January 9, 1938, and lasted for three hours using eighty-five Hollywood musicians.