Fantasia is one of the most highly regarded of the Disney classics, a symphonic concert with Leopold Stokowski and the Philadelphia Orchestra, embellished by Disney animation. The film includes eight sequences: "Toccata and Fugue in D Minor" (Bach), "The Nutcracker Suite" (Tchaikowsky), "The Sorcerer's Apprentice" (Dukas), "Rite of Spring" (Stravinski), "Pastoral" (Beethoven), "Dance of the Hours" (Ponchielli), "Night on Bald Mountain" (Mussorgsky), and "Ave Maria" (Schubert). The film was presented in Fantasound, an early stereo system devised at the Disney Studio, which enhanced the effect of the movie and required theaters to be specially equipped. Because of the expense, the film originally opened in only 14 theaters.

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Walt Disney planned a comeback for Mickey Mouse who was losing ground to the tempermental duck, Donald. So, in 1938, the direction he took led him to cast Mickey Mouse in The Sorcerer's Apprentice, an ancient fairy-tale motif which Goethe had used in a very popular poem, and leading Disney to use Paul Dukas's orchestral work of the same name, written in 1897. Walt Disney met Leoparld Stokowski (famed conductor of the Philidelphia Orchestra) by chance at a restaurant in the late 1930's. Stokowski, being a big fan of Disney cartoons, expressed an interest in working with Walt, and eagerly agreed to conduct the music after being told the studio was currently working on a version of The Sorcerer's Apprentice, with Mickey Mouse in the title role. The film was originally designed as a single cartoon episode, but taking the advice of Stokowski, the entire film was composed of sequences animated to popular classical music and Fantasia was born. Fantasia is a musical term meaning the free development of a composition or theme. Eight memorable sequences follow in the film Fantasia. Bach's Toccata and Fugue in D Minor in the first piece is an example of "absolute music" and can be interpreted in terms of lighthearted, abstract and semi-abstract forms and impressionistic images. Tchaikovsky's The Nutcracker Suite is a familiar piece with animated dance sequences celebrating nature through the changing seasons (from summer to winter), with six movements: Dance of the Sugar Plum Fairies; Chinese Dance; Dance of the Reed Flutes; Arab Dance; Russian Dance; Waltz of the Flowers. These series of ballets are led by fairies, mushrooms in Chinese costumes, flowers and flower petals, underwater fan-tail fish, and thistles. The Sorcerer's Apprentice opens with Sorcerer Yen Sid (Disney spelled backwards) practicing his magic as Mickey, the apprentice is assigned to carry buckets of water to fill the water vat. Yen Sid departs, leaving his magic hat behind, and Mickey decides to don the hat with the intention of trying out a bit of magic himself. The Rite of Spring by Stravinsky depicts the 'scientific' beginnings of the cosmos, solar system, and the planet Earth and then life itself - billions of years of geological creation and was divided into 8 sections; Through Space; Volcanoes; Undersea Life and Growth; Pterodactyls; The Age of Dinosaurs; Survival of the Fittest; Extinction; Forces of Nature. Beethoven's Sixth Symphony, the Pastoral Symphony which takes place on the slopes of Mount Olympus and it's comical and romantic romp of characters--Centaurs, Centaurettes, Fauns, flying unicorns--taken from Greek mythology. Ponchielli's Dance of the Hours, a hilarious animal ballet divided up into 4 segments of dancing Ostiches (morning), Hippos (afternoon), Elephants (evening), and Alligators (night). Fantasia concludes with Mussorgsky's Night on Bald Mountain and Schubert's Ave Maria with a presentation of the conflict between Good and Evil, with Good triumphant over Evil as the sky lightens and peace returns.

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Fantasia was not a box-office hit and was highly criticized with some people saying that Walt was trying to reach a "high-brow" audience. Despite all the controversy, the film was still honored with two special Academy Awards in 1941, one for the Fantasound System developed for the film and the other for Stokowski, who was recognized for his 'unique achievement in the creation of a new form of 'visualized music'. Walt had wanted Fantasia to be an ongoing project with a new release each year, but this endeavor would prove too costly. The plan was to replace some of the music and animation, while repeating scenes from the first, in which both new material would be combined with segments that were already familiar. This vision evolved with the release of Fantasia 2000 in 1999 at IMAX theaters, in which all new material was used except for The Sorcerer's Apprentice with Mickey Mouse.