Under the Sea is the centerpiece to a sad tale of corporate greed, a children's movie, a hostile takeover of a record label, and the resulting downfall of one of the best bands of the 1990s. Read on, and ponder.

Interspersed lyrics from Under the Sea, written by Alan Menken and Howard Ashman.

Act 1: Introduce the Characters

   The seaweed is always greener
   In somebody else's lake

In 1996, Mammoth Records was perhaps the most successful independent record label in the United States. The label had released a platinum album by the band Seven Mary Three in the previous year, and that was just the start...

   You dream about going up there
   But that is a big mistake

Their most well-known band, the Squirrel Nut Zippers, had their single, Hell, receiving heavy rotation on MTV and many radio stations, and the album from which the single came, Hot, was in the midst of a fifty week run in the Billboard albums chart.

   Just look at the world around you
   Right here on the ocean floor

Mammoth was, at the time, known as an extremely artist-friendly label, which fit well with the Zippers -- the group had no desire to become very famous; the members mostly just wanted the freedom to play live music, and their strong but not overwhelming level of success afforded the group the opportunity to do just that.

   Such wonderful things surround you
   What more is you lookin' for?

However, there is another character in this happy story of a band, a record label, and their mutual success. Disney was interested in boosting their own fledgling record label (which mostly produced soundtracks and albums for youth-targeted audiences) by purchasing some of the more well-known independent record labels and merging them and their artists into another so-called major label.

Act 2: Introduce the Obstacles

Disney's first music label target in their buying phase of the late 1990s (which would also include the purchase of ABC and several other media purchase attempts) was Mammoth Records. With two platinum-selling artists, and one of them having some strong name recognition due to heavy MTV airplay (and a well-publicized controversy about an arson-based music video banned by the same network), Mammoth seemed like a good target for Disney.

   Under the sea
   Under the sea

During 1997, Mammoth executives were offered several buyout offers by Disney, but these were rejected for various reasons, mostly having to deal with artist's rights. This stance by Mammoth was aided by the Zippers, who were releasing and recording records at a fervent pace.

   Darling it's better
   Down where it's wetter
   Take it from me

Two albums, Perennial Favorites and Christmas Caravan, were recorded in 1997 by the Zippers, as well as two EP's: Sold Out and Roasted Right, although the albums wouldn't see release until the following year. Mammoth supported their successful artist in this case, refusing throughout 1997 to sell to the mouse.

   Up on the shore they work all day
   Out in the sun they slave away

As 1998 dawned, Disney began to take a different approach in dealing with Mammoth: they began to offer a series of very specific deals in which Mammoth artists would perform on Disney label recordings. Initially, the agreements revolved around specific appearances of Mammoth artists on soundtracks, which Mammoth found to be agreeable to their tastes, but these agreements would grow over time into something much different...

   While we devotin'
   Full time to floatin'
   Under the sea

Act 3: Some Obstacles Overcome, More Introduced

Several Mammoth artists began to appear on Disney soundtracks and other compilations in 1998, but the Squirrel Nut Zippers were noticeably absent from this trend. The group had repeatedly refused several offers from Disney to appear on soundtracks, preferring to remain in their state of relative obscurity.

   Down here all the fish is happy
As off through the waves they roll

However, as 1998 neared an end, Disney finally made an enormous offer to purchase Mammoth Records, and the label couldn't refuse this one. In November 1998, Mammoth Records was sold to Disney in a deal that was to be finalized on March 30, 1999.

   The fish on the land ain't happy
   They sad 'cause they in their bowl

Part of the agreement was the delivery of a song by the Squirrel Nut Zippers for the soundtrack of the tenth anniversary theatrical re-release of The Little Mermaid, which came out in the spring of 1999 (in order to avoid competing with Disney's big summer release, Tarzan).

   But fish in the bowl is lucky
   They in for a worser fate

The Zippers went along with this, and in late 1998 recorded a wonderful version of Under the Sea in their distinctive style. The music was somewhat more subdued, but it featured a strong string section as well as Katherine Whalen's distinctive vocals. The track evoked a strong sense of earlier times, as many of the Zippers' best songs did.

   One day when the boss get hungry
   Guess who's gon' be on the plate

However, the real conflict was about to begin.

Act 4: The Villain Makes A Move

Under the sea
Under the sea

In conjunction with this song, Disney was planning a major marketing promotion featuring the Squirrel Nut Zippers in full Little Mermaid-style regalia. The likeness of the group was going to be used on the album soundtrack, the video was going to be pushed into heavy play on both MTV and The Disney Channel, and perhaps most disturbing of all, the band was going to appear on drink cups at McDonald's.

   Nobody beat us
   Fry us and eat us
   In fricassee

The deal with Mammoth was structured as thus: the band was required to produce a single by February 1, 1999 for use in promotion of the film, with delivery of an accompanying video on March 20, 1999. When the Mammoth takeover was complete on March 30, 1999, the label would then have permission to begin promoting the band's likeness and imagery along with the film.

   We what the land folks loves to cook    Under the sea we off the hook

Obviously, the group was appalled at this. The first response by the group was a music video that I would someday truly love to see. It featured the band dressed in a motif much like The King and I. It featured a happy fish swimming around in the ocean, until it was caught on a hook with a bundle of money attached to it. Once the fish was caught, the band put the fish in an aquarium and began to prepare a fire over which to cook the fish. But the fish began to grow, and the music video ended with the band running in fear of the fish, eventually being devoured whole by it.

   We got no troubles    Life is the bubbles    Under the sea

Disney saw the video and clearly got the message. The video, which cost $80,000 to make, was discarded and copies of it were destroyed (supposedly the only existing copy exists in the closet of band member Jim Mathus). But Disney was not yet deterred: they produced their own video, using clips from the film itself, and planned to promote the group anyway.

   Under the sea    Since life is sweet here    We got the beat here    Naturally

The band, however, had one final trick up their sleeve: the remaining management at Mammoth Records remained very sympathetic to their cause. So, as a last resort, the band turned to the management and worked out an arrangement that both the band and the remaining Mammoth management found palatable.

   Even the sturgeon an' the ray    They get the urge 'n' start to play

The agreement basically forbids the owners of Mammoth Recordings from using the name Squirrel Nut Zippers or the likenesses of the band members for any purpose without express written consent of the band, with a transfer clause indicating that the terms of the agreement would apply to any future owners of the assets of Mammoth Records.

   We got the spirit    You got to hear it    Under the sea

Act 5: The Big Finish

When Disney found out about this, they were livid. The company had already printed the film with the Zippers' version of Under the Sea over the closing credits, as well as the design and pre-production of a wide variety of Little Mermaid marketing material that the Squirrel Nut Zippers could veto at will.

   The newt play the flute
   The carp play the harp
   The plaice play the bass
   And they soundin' sharp

Rather than giving the band the chance to do that, the song was removed from the film, and all mention of the band was removed from further promotional material. I remember being very confused in the spring of 1999 when I attended The Little Mermaid and sat through the whole closing credits, waiting to hear a version of Under the Sea that never came.

   The bass play the brass
   The chub play the tub
   The fluke is the duke of soul
   Yeah

Furthermore, Disney was caught in the sticky situation of having a very successful band that they had no interest whatsoever in promoting. The band's last album had hit the top ten, and the album before that went platinum. So, what is a monster company to do in a situation like this? Crush the artist!

   The ray he can play
   The lings on the strings
   The trout rockin' out
   The blackfish she sings

The band received no promotion whatsoever for their most recent studio album, Bedlam Ballroom, and it just barely managed to crack the top one hundred. The group is under contract with Mammoth for another three albums, so their most likely destiny is to release albums that aren't widely known or distributed, then be dropped from the label.

   The smelt and the sprat
   They know where it's at
   An' oh that blowfish blow

Epilogue: Everyone Gets What They Want (Or Do They?)

But, oddly enough, this is a happy ending of sorts.

   Under the sea
   Under the sea

The band members themselves got what they wanted out of the whole situation -- they aren't widely famous, but yet they have the means to focus most of the rest of their lives on their true passions: performing live music. The band has already began several side projects, including James Mathus and his Knockdown Society, Katherine Whalen's Jazz Squad, and Tom Maxwell's own solo album.

Interestingly enough, Katherine's band has signed to the Disney-owned Mammoth, as she was known to be the least opposed member of the group to working with Disney.

   When the sardine
   Begin the beguine
   It's music to me

The group members have also appeared on several other projects, including some fantastic work with the Tex-Mex group Bio Ritmo and Andrew Bird's Bowl of Fire.

   What do they got?    A lot of sand
   We got a hot crustacean band

Disney also has turned this into a bit of a winning hand. In 2002, the label finally released the song Under the Sea performed by the Squirrel Nut Zippers; it appears on their greatest hits compilation (which is a solid selection of songs, but is missing so many essential pieces that one should start at the beginning of their discography anyway).

   Each little clam here
   know how to jam here
   Under the sea

As of now, there are no plans in the works for any new music from the Squirrel Nut Zippers, although you can find the band playing live regularly in the North Carolina area, as well as many of their side projects. Will there be more recorded works from the band? It's hard to tell.

   Each little slug here
   Cuttin' a rug here
   Under the sea

So what's the moral of the story? I'd take it to mean that if you play your hand to win every time, things will probably turn out all right for you. In other words, don't sell out even if it's the easiest thing to do.

   Each little snail here
   Know how to wail here
   That's why it's hotter
   Under the water
   Ya we in luck here
   Down in the muck here
   Under the sea





The seaweed is always greener
In somebody else's lake
You dream about going up there
But that is a big mistake
Just look at the world around you
Right here on the ocean floor
Such wonderful things surround you
What more is you lookin' for?


The Little Mermaid was Disney's 1989 animated feature film. The movie set the tone for the period of growth Disney would enjoy in the 1990s, as they rattled off instant classics such as Beauty and the Beast, Aladdin, and The Lion King. If you'll pardon the pun, that tone was set by songwriter and score composer Alan Menken, as the music comprised in The Little Mermaid was loved by its young audience and peer critics alike. Conducted by Thomas Pasatieri, the score would go on to win two Academy Awards: one for Best Original Score, and one for Under the Sea, which took home the honor of Best Original Song, beating out fellow score favorite Kiss the Girl. Under the Sea was written by Howard Ashman and performed by Horatio Thelonious Ignatius Crustaceous Sebastian the crab, who himself is voiced by twice Tony Best Actor nominated Samuel E. Wright.


Under the sea, under the sea
Darling it's better down where it's wetter
Take it from me
Up on the shore they work all day
Out in the sun they slave away
While we're devoting full time to floating
Under the sea, ha ha...


Under the Sea is a mouth of fresh sea-water if, you know, you're a merfolk. It has a bright and pleasant Caribbean canter to it, with the wind instruments playing just slightly above the vocals. The song is presented by Sebastian as an argument to Ariel that she would be no happier on dry land, because the ocean is the place to be! Ariel is acting the sullen teenager for much of the song, as she has just been reprimanded by her father, King Triton, for visiting the surface while he strictly forbids it out of fear that she would be captured by a "barbarious human". She is also distracted because she, Sebastian, and her best friend Flounder had just been at the surface again, watching a celebration aboard a ship turn to tragedy as Prince Eric was thrown overboard by a sudden storm. Ariel rescues the Prince, and sings to him until he begins to wake up, at which point she dives quickly away while being chided by Sebastian, who is realizing that Ariel is tougher to supervise than he first thought, and decides to entertain her via song. A task that the King's personal advisor is well suited for, seeing as he is also the principal conductor of the ocean's orchestra.

Wait? Sebastian, the advisor to King Triton is chasing after Ariel like a scullery maid to a dirty pot? This may take some explaining...


Down here all the fish is happy
And soft through the waves they roll
The fish on the land ain't happy
They sad 'cause they in the bowl!
But fish in the bowl is lucky
They in for a worser fate
One day when the boss get hungry
Guess who goin' be on the plate?


Retreating to even earlier in the film, we are privy to a conversation about Ariel's impetuous behaviour. In the conversation, King Triton and Sebastian are discussing Ariel's flippant attitude towards her responsibilities. Sebastian is agreeing passionately with the King, but gets trapped once Triton suggests that Ariel requires constant supervision. Sebastian is still in the middle of agreeing with the King when he hears "...and you are just the crab to do it." This news is swallowed by Sebastian, along with his pride, as he rushes off to find Ariel. He mopes about his time being wasted, which could instead be spent composing new music for the orchestra. Needless to say, he is not taking to this new task like a duck to water. He's nearly as upset with the situation as Ariel is, who was indignant over her father's thought that she needed a chaperon.


Wo-no, under the sea
Under the sea
Nobody beat us, fry us and eat us
In frickazee
We what the land folks loves to cook
Under the sea we off the hook
We've got no troubles, life is the bubbles
Under the sea (under the sea)
Under the sea (under the sea)
Since life is sweet here, we got the beat here
Naturally (naturally-ee-ee-ee)
Even the sturgeon and the ray
They get the urge and start to play
We've got the spirit, you've got to hear it
Under the sea


Malcontent with the thought of being only a babysitter, Sebastian attempts to become closer friends with one of his most talented chorus members. Being of a musical bent, Sebastian begins to sing Under the Sea, during which performance Ariel's indignation is revealed to have been out of place. Once Sebastian really gets going on the song, conducting all manner of sea creatures, Flounder enters the scene to whisper in Ariel's ear, and the two swim off unnoticed while Sebastian concludes his award winning song. And where would Ariel swim to but to a new human artifact Flounder has happened across? The same storm which threw Prince Eric from his ship also sank a statue of him, which was onboard the vessel as a birthday present. Before Ariel and Sebastian are reunited Ariel confides in Flounder that she is in love with the human whose visage they are gazing at. To put it another way: Ariel confides in Flounder that she is disobeying, apparent by her continual truancy from concert events and banquets in the opening underwater scene, the only rule her father has ever asked her to abide by - that of avoiding and evading any and all contact with humans. It is the only rule which King Triton has been known to discipline his daughters over. And it is a rule which Ariel breaks in confidence to Flounder.

Or rather, would have been broken in confidence, if not for the fact that Sebastian and King Triton are now at the edge of the scene and have heard everything.


The newt play the flute
The carp play the harp
The plaice play the bass and they soundin' sharp
The bass play the brass
The chub play the tub
The fluke is the duke of soul (yeah)
The ray, he can play the Ling's on the strings
The trout rockin out
The blackfish she sings
The Stout and the Sprat
They know where it's at
They know that blowfish blow!


Having heard her own heresy with his own ears, King Triton is enraged against Ariel. He punishes her, to great affect upon the young princess. Triton exits the scene, Flounder knows not what to say, and Sebastian half-heartedly tries to comfort Ariel while reinforcing her father's lesson. Their discussion over the next several scenes is terse, and the gulf between the two is palpable, even for the young audience. the relationship between the two is presented as a fiercely defined foil to the happiness of the song Sebastian sung only moments beforehand. In the song, Sebastian is trying to cheer himself up by doing something he enjoys - composing music. His self-interest of re-defining his assignment from "chaperon" to "entertainer" betrays the thought that Sebastian is trying to provide more value to Ariel than her thoughts of living on the surface.

While examining the song on the surface it is this, that a life in the ocean is better than one on land, which appears to be the message of Under the Sea. I am of the opinion that Under the Sea is equally as much about Sebastian feeling that his current assignment is unfitting of a crab of his skills, wherein "up there" is a future where he may spend all of his time composing and "the sea" is his current station of being a Princess's sitter. Even if it is on a subconcious level, Sebastian is attempting to make the best of his situation. The fact that he was singing the song for Ariel is the seed from which their friendship will later crystallize. At the point of the movie at which it is performed however, the song is most definitely the brightest point of their relationship. While still early in the film, we are shown Sebastian and Ariel to be at odds with each other, and one is left to wonder what events could strengthen their friendship and which would completely unravel it.


Yeah, under the sea
Under the sea
When the sardine begin to beguine
It's music to me (music is to me)
What do they got, a lot of sand?
We've got a hot crustacean band
Each little clam here know how to jam here
Under the sea
Each little slug here cutting a rug here
Under the sea
Each little snail know how to wail here
That's why it's hotter under the water
Yeah, we in luck here down in the muck here
Under the sea

Script
Cast
Sountrack details

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