A/N: It helps to have seen Fantasia before reading this. I took a few artistic liberties with the Sorcerer's speech and character, seeing as he never talks outside Kingdom Hearts II (which may or may not be Disney canon). The rest, however, is as factually accurate as it's possible to get. Yes, the Sorcerer's name is Yen Sid and yes, he does give the "dirty Disney look" Walt was known for in his studio when he found something he didn't like. Which makes sense if you spell the name backwards. I also worked to portray Mickey's true character as well, which gets overlooked far too often. Mickey is my hero.

According to a children's book I own, "Mutatis" is the transformation spell that Mickey cast on the broom. "Mutandis" is what Yen Sid cast to set everything right.

Most people these days don't realize the evolution cartoons went through in the first half of the century. In order to properly appreciate this fic, you're going to have to set your mind back to the good old days when color was cool stuff and surround-sound had yet to be invented. Practically all animation consisted of seven minute shorts where characters got into silly scrapes or got hit with things. Most didn't have much in the way of individual personalities and it wasn't hard to swap one character in a situation with another without changing the story. Until a certain someone in distinctive button shorts came along. He quickly developed a real personality, and audiences responded. And animation was never the same…

In loving memory of Wayne Allwine. You will always be Mickey to me.

Mutatis

The Walt Disney Studio, Hyperion Avenue, CA – 1938

Mickey Mouse rang the water out of his red apprentice robe, sitting off to the side as the crew of this segment in the newly-named Fantasia moved about the studio, preparing the set for another take. This Sorcerer's Apprentice cartoon was a lot longer than his usual shorts – by nearly two whole minutes – so it was taking a lot longer to film. And every single scene they'd shot so far had ended with him soaking wet.

Across the room, the titular Sorcerer was replacing a plain-looking broom against the wall. Mickey winced inwardly. In addition to getting him soaked, the last three hours had also involved him getting whacked in the rear with that broom. The Sorcerer's apparent age was deceptive: he could put a good deal of force behind that smack when he wanted to.

Master Yen Sid was still a mystery to Mickey. Even though he was instructing his young apprentice in magic – or attempting to, at any rate – he could be awfully intimidating. Tall and imposing, he fairly radiated power. And sometimes he gave that look. It was the same glare Walt had when he was displeased, and it easily had the power to make the little mouse want to crawl under a rock and hide. Mickey generally kept out of his way between scenes, though that never stopped him from stealing glances at the cone-shaped hat.

The Sorcerer's Hat was possibly his favorite piece of headgear for a cartoon to date. He liked the look of it, all covered in stars and moons, and it fit quite comfortably between his ears. Not to mention the latent magical power inside. That, he suspected, might have been a big reason why it was not allowed to him other than when it was absolutely necessary for filming. He'd asked once and had been politely refused. In fairness it did belong to Yen Sid, but he liked it all the same.

"Having trouble with your robe?"

Mickey jumped nearly half his own height. He'd slipped so far into his daydream that he hadn't noticed Master Yen Sid come up beside him.

"What? Oh, just uh…just tryin' to get the water out of it." He squeezed his wet sleeve for emphasis.

Taking a seat beside him, Yen Sid held up a hand and opened his palm. The water in Mickey's clothes vanished, leaving the fabric completely dry.

"Wow." The mouse looked himself over in surprise. "Gee, thanks."

"Not at all. I trust the last few hours haven't taken too hard a toll on you." The Sorcerer gestured to the animate broomstick on the other side of the studio.

Mickey rubbed his backside. "Gosh, well you don't hafta hit so hard. I mean, I know it's only a broom but it still smarts."

"Even the smallest lessons should leave an impact to be remembered by. And no matter how big you may become, it never hurts to be knocked back down once in a while. Simply to be sure you maintain some perspective."

Mickey turned this over in his mind for a moment, trying to figure out if he was being insulted. He couldn't tell. He was never sure how to act around Yen Sid. Nearly everything about the Sorcerer confused him.

"You seem to be debating something. What might that be?" Even if he couldn't read minds – and Mickey wasn't so sure he couldn't – he could certainly read other people as easily as he could his spell book. The mouse gave up his guesswork, deciding to just take a chance and ask Yen Sid outright.

"Well, maybe you can answer something for me. I've been around for ten years, right? And you're pretty recent, but you were created more grown-up. So, which of us is older?"

"This is a new experience for you, isn't it? Well, by the logic you pointed out, I would say that you are older by about a decade."

"But that doesn't make sense," Mickey frowned. "If I'm older, how come I'm an apprentice to you? You're a lot wiser than I am, and a lot better at magic…shouldn't it be the other way around?"

The Sorcerer chuckled. "A complex, yet simple phenomenon."

"Would you explain it?"

Yen Sid's placed his fingertips together in agreement, his eyes hinting at a fundamental importance. "You and I are creatures of story. In most stories, there are those who must learn and those who must teach. Those who learn are given the ability to grow through what they discover, and they can become many times greater than what they originally may have been. You are a learner, Mickey, and I'm sure you can see how much you've already grown from your days as a deckhand on a steamboat."

Mickey fingered his bright red robe, knowing that Yen Sid was right. Aside from the transition into color, he had changed a good deal since 1928.

"In each adventure that befalls you, you absorb another lesson, more experience. In time, I see you becoming someone great – far, far more than the simple entertainer that you are now."

"More?" Mickey was surprised. "Gosh, I thought I'd done plenty already. A hundred and four cartoons and now I'm gonna be in this full-length picture…"

Yen Sid shook his head. "I did not say famous. I said great. There is more to greatness than fame or notoriety. And there will be many to help you achieve such greatness. I am simply the most current in a long line of teachers that you will meet. The task of the teachers is to pass on our knowledge to the learners to aide them in their own development. We are not to grow, but to provide the seeds for the growth."

Mickey had never thought of this before. "You mean, you won't get to change?"

"Correct. As you've noted, my gifts are wisdom and magic…and that is all they shall ever be. Unless my story includes my own growth, I will remain as I am."

"But…that's awful."

Yen Sid didn't seem to think so. "Make no mistake – I am quite satisfied with my role. After all, what I do, I do very well. As the teachers, ours is not to gain status ourselves – though some inevitably will – but to give you the knowledge and experience you will need."

"What will I need it for?" Mickey was entranced.

"What is the purpose of the cartoon?" Yen Sid answered the question with another.

"To make people laugh," Mickey replied automatically.

"Is it now?" The Sorcerer wore that peculiar expression which Mickey was starting to recognize – the one where the corner of his mouth quirked up and his eyes lit up brightly, as though he knew something you didn't and it amused him greatly to see you come to your own conclusions.

"Well…that's what we've always done. We get into trouble, get out of it, get some laughs out of the audience. What else is there?"

A wisp of smoke coalesced into existence in front of the Sorcerer. With a motion of his fingers, it swirled into the sleeping shape of Snow White, complete with highlights and shadows. "Tell me, Mickey, when Snow White and the Seven Dwarfs debuted one year ago…when she bit into the poisoned apple, did the audience laugh?"

Mickey paused. "No…"

"What did they do?"

"They…they cried. I'd never seen anything like it before. The whole cinema was in tears…"

"In Fantasia, now, when the devil arises from Bald Mountain and commands the demons and spirits of the dead, is the audience supposed to laugh?"

The smoke blackened into the bat-like form of the devil creature and the mouse shivered a little under his robe. Just the thought of the black Chernabog frightened him. "Gosh no…"

Yen Sid noticed the shiver as well and considerately waved a hand across the murky image. The smoke dissipated into the air. "And Pinocchio, which I understand is to be finished within two years as well…when he saves his father from the whale at the cost of his own life, is the audience supposed to laugh?"

Mickey was quiet.

"It seems to me that they are becoming something more."

"Walt said he wants to be better," Mickey murmured. "To do things nobody's ever done before. That's what he means, isn't it?"

"Indeed. He has managed to create cartoons such as can evoke fear, hope, sympathy, sadness. They reach to the heart rather than provide momentary amusement." Yen Sid put a hand around his apprentice's little shoulders. "Something is changing, my friend, and you are going to be part of it."

"But…but what could I do?" Mickey was uneasy. His apprentice garb suddenly felt much too large, as though he were trying to fill someone else's clothing. "I don't know anything about…about fear or hope or making the audience feel any of those things…I'm just…I just make people laugh…"

"I think not, little one," the Sorcerer said softly. "You worry that you may not be good enough. You care for the audience enough to want to give them what they need. You are exactly what people will look for – someone with whom they can identify. Someone who is trying to do his best, though he doesn't always know how."

"But I don't know what to do, Master. I've never had to do anything like that before."

"And that is why people such as myself will be there to help you along your way. In each challenge you face, you will have someone or something to aid you or teach you…Walt will make certain of that. And you, as the learner, will grow with each challenge you face."

"Gosh. All that's really gonna happen to me?"

"I should think so."

"Wow. And I thought this picture was gonna be the biggest thing."

"This will be your first opportunity to evoke different emotions from your audience, I suspect. The subject matter of this sequence is somewhat less humorous than the majority of your cartoons to date."

"Oh."

So what he'd thought was the high point of his career was actually going to be a beginning. This was uncharted territory the Sorcerer was talking about here. It went way beyond magic and living brooms into areas Mickey had never even considered. And all he had to help him were his skills with laughter and a promise of teachers. Oh boy. He was in over his head just like in the flood in the cartoon, and he'd just have to trust that there would be someone like Yen Sid to help bail him out as his mentor had said. Well, he wasn't sure how he was supposed to do it but he might as well try his hardest. Mickey sat up tall and pulled his robe straight around him, ready for whatever Walt and the boys asked him to do –

– and felt something soft plunk down on his head. He felt it gingerly and discovered in surprise that it was the Sorcerer's Hat.

Yen Sid chuckled as he looked down at his young apprentice.

"What's this for?"

"A reward for having learned your first lesson."

Mickey blinked, bewildered. "What makes you think I learned something?"

The Sorcerer's eyes skimmed him up and down. "You look ready," he answered warmly.

A call echoed from the far side of the studio and the mouse snapped back to the real world, jumping up to answer at the sound of his name. He had only taken a step or two from the bench when he faltered and paused, looking back tentatively at the man who was suddenly much more than an instructor.

"Maybe…maybe I can pitch a story to Walt. Where you get to learn something so you can grow too."

Yen Sid chuckled again. "I appreciate your intentions, my friend. But some things are best left the way they are. My task is to teach and I am happy with it. I look forward to seeing you grow and I hope that I will forever have something to teach you."

Mickey fingered the Sorcerer's Hat. "I think you've taught me a lot already."

Yen Sid smiled. "Then I am succeeding wonderfully."

The next time the boys had them run the scene, the broom didn't hit quite so hard. To Mickey, it felt more like a push in the right direction.