AN EXAMINATION OF COMPETING three-dimensional animation technologies at the Disney and Fleischer studios during the 1930s reveals problems in previous historical accounts of their genesis and use. The first of these technologies was the Stereoptical Process, invented by Max Fleischer and John Burks of the Fleischer Studios, Inc. in 1933. The Stereoptical Process was a three-dimensional setback system arranged horizontally, with the camera in front of the cels and background. Cels containing the animated characters were photographed in front of a three-dimensional set mounted on a turntable. The turntable could be rotated in order to get the effect of a pan or tracking shot. The background set was constructed with a vanishing point at the centre of the turntable so that the further an object was from the lens, the more slowly it appeared to move. When photographed, it appeared as if the two-dimensional cartoon characters were moving within a three-dimensional environment. 1