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Brian Henson was 'terrified' to direct The Muppet Christmas Carol

A Christmas Carol is a story of redemption, hope, and generosity of spirit — but for first-time director Brian Henson, it was also a terrifying proposition.

In 1990, when Brian was only 26, his father, Jim, creator of the Muppets, died suddenly at the age of 53. The younger Henson, who was then building a career in complex special effects and puppetry, was thrust into a new role as CEO of the Henson Company. Not long after, agent Bill Haber brokered a deal with Disney and ABC for a television movie that would inject the Muppets into Charles Dickens' A Christmas Carol.

"When we were putting together The Muppet Christmas Carol, it was going to be a TV special for ABC, a long-form TV Christmas special, and I was comfortable directing that," Henson remembers. "Then when Disney said they really wanted me to make it for the big screen and not for ABC, I got very nervous and — I'll be completely honest — I tried to get other people to direct it. I was uncomfortable and terrified, frankly."

The Muppet Christmas Carol 1992
The Muppet Christmas Carol 1992

Disney/The Muppets Studio

Henson did end up directing what became one of the Muppets' most iconic and successful properties ever, The Muppet Christmas Carol, which celebrates its 30th anniversary this year. Once he accepted the task, Henson resolved not to watch any other versions of Dickens' story, instead focusing on the original novel. "I was like, From now on, I'm not going to watch any other version of A Christmas Carol, because I'm just going to start copying people accidentally," he says.

Henson credits Frank Oz, his father's longtime collaborator and the performer behind such beloved characters as Miss Piggy and Fozzie Bear, as well director of The Muppets Take Manhattan, with keeping him in the director's chair. "I wanted other people to direct it," Henson says. "Frank Oz put the most pressure on me. He said, 'Brian, you can do this. I'll come. I'll be with you. I'll be there the whole time that you're shooting,' which was fantastic. Then, of course, Jerry [Juhl] wrote a brilliant script. The nice thing was A Christmas Carol lent itself to my work experience and my vision because I'd been doing darker pieces."

While his father had kept up with the more lighthearted, comic antics of the Muppets, Henson had begun to carve his own niche with scarier, more fantastical projects like Labyrinth and The Storytellers series. And to make A Christmas Carol work, he and Juhl decided to lean into more of that darkness in Dickens' ghost story and rely more fully on the original text.

The Muppet Christmas Carol 1992
The Muppet Christmas Carol 1992

Disney/The Muppets Studio

"Muppet movies were an old-fashioned comedy formula of two jokes a page, but this allowed me to actually create a world that was darker and more in sync with stuff I had done," Henson explains. "That scared Disney. Jeffrey Katzenberg was enormously respectful to work with at Disney, but the notes would always come back, 'Could be a lot funnier,' whenever they read the script. Then when we tested the movie, that was basically Jeffrey's first note was, 'Could be a lot funnier. I didn't hear a lot of laugh-out-loud moments in the movie,' and I said, 'Well, it's not really that kind of comedy.'"

Instead, it's perhaps the adaptation of A Christmas Carol that's truest to Dickens' prose, and a heartfelt story that is both a showcase for the Muppets and the story's message. In honor of the film's 30th anniversary, Henson, who sold the Muppets intellectual property to Disney in 2004, takes us back through his memories of shooting what has now become a Christmas classic.

ENTERTAINMENT WEEKLY: All of the Muppet features prior to this point had been original stories, so was it reassuring or daunting to be doing a literary retelling with the Muppets?

BRIAN HENSON: I already knew that was what we were going to have to do, because I felt like my dad was struggling with what to do with the Muppets. He did an origin story for the first Muppet movie, and then, for the second Muppet movie, The Great Muppet Caper, they were playing parts. Then, with the third movie, Muppets Take Manhattan, they disregarded the first movie's origin story and did another version of their origin. It was getting really tough to come up with a three-act movie story where the Muppets are themselves, so it really did feel like a good choice to consider them as an ensemble of performers and then put them into a movie.

It worked really well in Christmas Carol because nobody really gives a nod to their previous relationships as Muppets yet. Jerry's writing was very clever in that you always could feel their pre-existing relationships. You could feel the Piggy-Kermit relationship, even though the dialogue was actually Dickens, whenever Kermit was talking to Piggy. It turned out to be a really rich place to go because you could use the baggage of their previous relationship in a really positive way. You just get into these storytelling ruts. I don't even know that it had to be a classic story, but I did feel like, even then, the Muppets are going to have to play other characters.

How did you decide who would be what? Like, that Kermit would be Bob Cratchit and Gonzo would be the narrator, Charles Dickens? Was that you? Was that Jerry? Was it a team effort?

We started with the idea of a parody of A Christmas Carol, and we started knocking around ideas because we really thought that's what we're going to have to do, that's what the audience expects from Muppets — lots and lots of laughs, lots and lots of jokes. At that point, Gonzo was the Ghost of Christmas Yet to Come and Piggy was the Ghost of Christmas Present. That's when it was an ABC special, so we played around with that and then ultimately bailed on it completely. Then Jerry said, "Dickens' prose is so magical, it needs to be in the movie and we need to just do this story properly. We can't make fun of it. Let's not make fun of it. It's the contrast of Dickens and Henson that will make the movie. Every aspect of the movie will sit right in that conflict, and that's what's going to make the film really work well."

So, the production design, it's dark, it's Dickens, and then it's bright and it's colorful and it's Muppets. Michael Caine is going to perform it utterly dramatically and then the Muppets are the Muppets — that's a conflict that's exciting. The score, sometimes it's dark, it's Dickensian, and sometimes it's Paul Williams and it's songs and it's Muppets.

The Muppet Christmas Carol 1992
The Muppet Christmas Carol 1992

Disney/The Muppets Studio

And how did Gonzo become the lead here, instead of Kermit as traditional frontman?

Jerry had the idea, because he was a big fan of Gonzo. I was a big fan of Gonzo, so we were totally in sync there. Kermit was going to be tough because Jim had just passed away, and Steve Whitmire was maybe going to be ready to do Kermit. But I knew Kermit was going to be really hard work on set. We were going to have to do it very carefully. Basically, we had Frank's characters, we had Piggy, Fozzie, but we knew we were going to have to be very careful about Kermit and what he does. So Jerry had the idea of letting Gonzo be Charles Dickens and to actually do the prose and basically have a narrator who's there on screen. Then we were like, well, the ghosts shouldn't be known characters, let's do something that's not even particularly Muppet-y, so the Ghost of Christmas Past was far more like a character that you would've seen on the Storyteller series that I did. It was a puppet with realistic features shot in a water tank, and the Ghost of Christmas Present is fully animatronic.

The Muppet Christmas Carol 1992
The Muppet Christmas Carol 1992

Disney/The Muppets Studio

You mentioned Michael Caine and so much of the magic of this film lies in the fact that he is treating Kermit and Gonzo like he's doing an RSC production of A Christmas Carol. When did Michael come into it? I'm assuming that also added to your fear factor.

Amongst everything else! It was all just overwhelmingly terrifying, I'll be honest. But [from other work], I realized the really good actors are way easier to work with. They really know what they're doing, and they don't need as much directing. Michael needed very little directing. It was like, "This is about where the energy level should be in this moment." He's such a talented actor. He didn't know it was my first film. I only learned that from interviews that he's done since. But he was the first offer and he really wanted to do it, and he was great.

You said you knew Kermit had to be handled carefully. All of the Muppet performers had worked with your dad. How much did it being the first film after his death weigh on all of you?

There was a feeling of "We have to get this right," for sure. Everybody was definitely trying to bring their best game. But what we didn't do was, "What would Jim do in this moment?" Which is something that Jim would never do. It's always, "What's the best idea, what's the most interesting thing to do in this moment?" You're trying to figure out what's the thing that will make this moment the most fun to watch. Right from the get go, it was a very different Muppet movie than any other Muppet movie — visually, radically different, tonally, radically different. We were trying to make a movie that wasn't really comparable to the other Muppet movies because it was a whole different approach to Muppet movie. But certainly we all wanted to get it right. We were all very close. We were a close-knit group and had become closer since my dad had passed. So there was just a lot of mutual respect and support on set.

The Muppet Christmas Carol 1992
The Muppet Christmas Carol 1992

Disney/The Muppets Studio

Was there a piece of direction you remember giving Michael that intimidated you, or a moment when you were surprised by his response?

At my age of 28, I didn't realize how hard it was to drop down onto your knees without using your hands. In the scene where he wakes up in the morning and he's pacing back and forth and he's so excited in his bedroom, and then he drops to his knees to thank the spirits. Then he stands back up because he's still so excited and runs to the window and opens it up. I asked him to do it three times, and he had knee pads on under his trousers. It was after the second take, he said to me, "Okay, Brian, I want you right now to look me in the eyes and drop to your knees without using your hands and then stand up and repeat it." I did it, and I was like, "Oh, that's really hard." And he said, "Yeah, and I'm a lot older than you." It was hard for him to walk for a couple days after that because it was a really hard thing to do to your knees.

Giving Gonzo Dickensian prose is a bit of a departure for the character. Did performer Dave Goelz have any trouble wrapping his mouth around that?

Yes, but Dave loved it. It was definitely hard for him to wrap his mouth around it, and it would take multiple takes. Dave Goelz would always say, "Oh, I had a lip crash."

My favorite part of the film is "One More Sleep 'Til Christmas" and that ending shot of Kermit with the shooting star. Your background was in these sort of complicated puppeteering setups, so was the ice skating your idea and then ending on that shot with the star, which is a nod to Kermit seeing a shooting star in The Muppet Movie?

Yes, definitely, the ice skating was my idea. It's very hard to do, and it was a visual effect the whole time. There was no ice there; it was just an empty hole. Then we put the ice in under the puppets. It was an empty hole with puppeteers scooting around on chairs, and then we put the ice in. That was a complicated sequence.

I'll be honest with you, I was a little resistant to the shooting star. In the end, it went in as a greeting to my father. [I didn't want it there as] simply a callback to the first Muppet movie. The movie doesn't demand a shooting star at that point. And I wanted real authenticity in the storytelling. It's kind of justified with, "There's magic in the air." It's Christmas and all that, but I didn't want the audience to put together the shooting star with ghosts and magic and stuff like that. It really is just a salutation to my father.

The Muppet Christmas Carol 1992
The Muppet Christmas Carol 1992

Disney/The Muppets Studio

You decided to do the spirits as new characters. How did you decide what each of them would look like, and how much was that dictated by Dickens' text?

It is basically Dickens' descriptions. Christmas Present is largely Dickens' description, and then us realizing that in a Muppet-y way, the halfway between human and Muppet, but Muppet facial features. The Ghost of Christmas Past is about innocence — and innocence lost is the message the character is giving. Shooting it under water was something that really intrigued me. It wasn't meant to be shot underwater. It was meant to be shot in mineral oil, because I had actually done a bunch of research. Mineral oil is very nearly exactly the same density as clear plastic rods. So, pushing it down into the mineral oil, the light didn't refract or reflect off of the rod. The rod literally vanished. Like magic. I wanted to do her under oil because she's flying around. And I thought, "Let's do something though that's more magical than just flying." So, we had this mineral oil and it cost a fortune to get a tankful. They had a pump to filter the oil, and it still had pool water in the pump and they didn't realize it. They turned on the pump, and it immediately pumped the water into the oil and the molecules of the water spread instantly into the oil. The oil turned perfectly white. It went from clear to perfectly white. And I said to my producing partner, "Well, I guess we'll just have to buy more oil." And he's like, "Brian, we can't. We're going to just have to do this with water."

One of the most clever bits of casting is Statler and Waldorf as the Marley brothers. Where did that come from?

First of all, unlike the other Muppet movies, we weren't desperately looking for roles for all the characters. We thought, where they make sense, we'll put them in. With Jacob Marley, we knew that was going to be absolutely the scariest part of the movie. We weren't shy about scaring kids because a good story does often scare kids. But we knew it could get too terrifying there, and we were trying to do the story respectfully and authentically. So we thought, Put Statler and Waldorf in there. Jerry's idea was it's Jacob Marley and his brother Robert Marley, which, of course, is Bob Marley. When I tested the movie, when the doorknob changes to Jacob Marley's face, the kids were screaming and terrified. Not so much with the ghosts, which is good because the song is funny, even as it's delivering a very dark message.

Paul Williams had done "The Rainbow Connection," but what made him the guy for the songs here?

Of everything that my dad had done, it seemed very clear that the songs that worked the best were the Paul Williams songs. The other songwriter whose songs really worked for the Muppets was John Denver. They're both folk artists, really. I always wondered why my dad hadn't done more with Paul after The Muppet Movie. But then I found out it's because Paul had become very self-destructive and had gone into a dark period of addiction. I was nervous about [the songs] because I hadn't done any musicals as a director or even as a performer. I was really quite intimidated by trying to do any musical numbers and who to guide as songwriter. I didn't even know where to start. And I just thought, "Well, let's find Paul Williams." And Paul had become sober recently and really wanted to prove that he was still a great songwriter. He really responded to the script because it's a story of redemption. I was thrilled to hear that he was up for it. But I remember Disney was like, "Are you sure? Is he still working?" And then he was fantastic.

The Muppet Christmas Carol 1992
The Muppet Christmas Carol 1992

Disney/The Muppets Studio

"When Love Is Gone" is finally back in the Extras section on Disney+. How important was that to you to be able to restore this version, since it got cut theatrically?

It was super important to me because that was the deal. Jeffrey Katzenberg didn't like ballads. And for one very real reason, kids don't like them. If I weren't 28, I probably would've not cut it out and just said to Jeffrey, "Are you demanding I do this?" Because Jeffrey was very respectful. And he said, "Look, this is a fantastic movie but I think it'll be better for the movie in theaters if the song was cut from the theatrical release." So, the agreement was, as long as the song goes back in after this initial theatrical release and from then on, the movie has the song in it. So on video, the song was back in, but as soon as high-definition video came along, they needed to go back to the negative to make that better version. And they lost the negative. Disney had lost the negative, and they were horrified. They searched for years and years, and it took all this time. But three or four times a year, I was on them saying, "You have an obligation to find this. You have to find it." They never did. But they found an IP, a first strike inter-positive of that reel. Everybody was looking for negatives. Once somebody said, "I found an IP of reel four of A Christmas Carol," I was like "Oh, f--k, that's it. That's it."

The Muppet Christmas Carol 1992
The Muppet Christmas Carol 1992

Disney/The Muppets Studio

Lastly, The Muppets are great improvisers. Do you have a favorite moment that made the final cut?

There was very little improvisation other than physical in the movie, because I was trying to be very faithful to the script and the story. That whole scene where Gonzo is trying to get Rizzo to jump down from the fence and Rizzo has the jelly beans — I love that scene. It was generated by me and my storyboard artist, who wrote it in. I just penciled the lines and I did a little storyboarded scene because I was like, "We have to shoot it because we may need it." I thought it would be a scene that we might cut. But then when we shot it, it was such a funny little scene that we kept it.

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