In the early 1940s, Disney animation underwent a critical reassessment, one in which commentators who had previously praised Disney's efforts, particularly for the studio's realistic advances, began to emphasize how, in its efforts at realism, Disney had moved away from, even betrayed animation's avant-garde possibilities. That seeming `break' with animation's subversive spirit, however, was hardly as definitive or deliberate as many critics claimed. This article examines Disney's hybrid animation efforts of the 1940s, particularly films like The Three Caballeros (1945), Song of the South (1946), and Fun and Fancy Free (1947), in light of the tension between animation's realistic and subversive possibilities. In these films, the author suggests, we can see the Disney studio's interest in recouping something of the modernist attitude with which it had earlier been associated, or at least an effort at finding some accommodation between what Disney had been and what it was becoming as it came to dominate the American animation industry.