Though it's become a beloved, seasonal staple of Halloween cinema, Bette Midler's performance as Winifred Sanderson in Hocus Pocus wasn't initially to Disney's liking, director Kenny Ortega recalls.

Ortega tells EW that he allowed the central cast — Midler, Sarah Jessica Parker, and Kathy Najimy — to find the tone of their characters (a trio of evil Salem witches brought back from the dead, 300 years after being executed) through their own methods, but that the studio was hesitant to get on board with the over-the-top camp fueling her transformation from a glamorous, Oscar-nominated Hollywood star of The Rose to rollicking sorceress terrorizing children.

"When Disney first saw what Bette wanted to do..." Ortega says, trailing off before finishing his thought. "They were like, 'Uh, we're not quite sure this is the direction we want you to go in,' and I think Bette was [like], 'Well, this is the direction I want to go in. If you want me to be the actress, you've got to bend here.'"

When reached for comment, a representative for Disney confirmed Ortega's recollection of the studio's reaction to Midler's performance. The filmmaker further lauded Midler for carrying on, and says she developed her portrayal of Winifred "in the mirror" and through costuming, and that she intentionally worked to mask her signature looks.

For Midler, Ortega remembers the process being a fun and lively one, but for the suits behind the project, it was a bit more daunting.

"I think she was maybe a bit goofier and wacky, wild, the exaggerated character maybe frightened people, because they couldn't see the whole movie that was in front of it, and why Bette felt so comfortable," he says, citing "the absurdity of what she looked like" as jarring to those that were familiar with her star persona. "I just think the makeup covered her up, that Bette got lost underneath it all, and I think that's what Bette wanted to do. She wanted to surrender herself into the wild character, and that she wasn't recognizable. I think that scared people."

In the end, Ortega says Disney relented when they observed Midler on set.

"Eventually, they relaxed, and the first dailies that came in," Ortega says. "Everybody was laughing and happy."

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