asked what piece of the Studio's animation he fancied most, Disney replied, "I guess it would have to be where Cinderella gets her ballroom gown." It was Davis who animated Cinderella's pixie dust transformation. Disney's Ladies' Man Despite his skill with animal anatomy and caricature, Davis and Milt Kahl were stuck with over a decade of "difficult-to-draw" and "dull" human characters. In Davis's own words, "Milt got stuck with the prince a lot and I got stuck with the girls." Despite his distaste for this role, his commitment to artistic excellence never let him forget that he "still had to put personality into the characters. You had to believe the characters were alive, give a performance like an actor and make them come alive for the audience." Davis follows through on this commitment, as seen through his involved work with reference images, voice actors, and live actors. Davis became a master of observing and capturing life, "evident in his acting, posing, and movement." Voice actors for Maleficent, Briar Rose, and Cruella De Vil have all discussed the influence on Davis's animation of their respective characters. Mary Costa, voice of Briar Rose, recalled not even being invited to the premier of Sleeping Beauty because, at the time, voice acting was hardly recognized. Even though Hollywood did not acknowledge voice acting's importance, Davis did. In an interview Costa described working with Davis at Disney: "Marc would sit in the sound booth and sketch my every gesture and expression." He recalled how despite hiring Helene Stanley as the live action reference for Briar Rose, it was her "mannerisms" that made it to the big screen. When her mother saw the film, she exclaimed: "Oh Mary, she looks just like you!" Eleanor Audley, voice of Maleficent, remembered Davis telling her that "the voice is the most necessary thing in the world." In the end, Davis admitted that Maleficent "looked a lot like Eleanor." When it came to Cruella, one of the only characters to ever be completely controlled by a single animator, Davis claimed his greatest inspiration was the vocal performance of Betty Lou Gerson. Gerson commented in an interview how Davis incorporated her high cheekbones into Cruella's face and how closely she had to work with him to perfect "the laugh." Live action references also influenced Davis's work, though his distinct style still shone through, unlike many animators who just regurgitated reality. Davis's