<P> During production of The Little Mermaid , Ursula 's design evolved and transformed dramatically . Animator Glen Keane 's earliest sketches of Ursula were drawn to resemble Rae , specifically based on the actress ' audition for the role . The short - lived casting of Stritch as Ursula and her subsequent performance eventually inspired the animators to design the character as `` a tall , thin regal - looking sea witch '' based on manta rays and scorpion fish , complete with a long cape . At one point , Ursula had also been drawn with spikes to resemble a spinefish . Ursula 's appearance was largely inspired by American actor and drag queen Divine , who was best known for his frequent appearances in several films directed by filmmaker John Waters . Similarities were first drawn between the character and the actor after animator Rob Minkoff sketched `` a vampy overweight matron '' , to which Ashman responded , `` She looks like a Miami Beach matron ... playing Mah Jong by the pool . '' The character shares Divine 's signature eye makeup , jewelry and body type while originally sporting a Mohawk , the last of which was borrowed from the actor 's Pink Flamingo s ( 1972 ) character Babs Johnson . However , Minkoff had been drawing the character with a shark 's tale at the time . Clements eventually decided to place Ursula 's head on top of the body of an octopus instead , which ultimately resulted in her current design . The animators then studied the way in which octopuses move , explaining , `` There was a very kind of seductive and yet scary aspect '' , which they incorporated into the character 's own gait . The Pink Flamingos - inspired Mohawk was ultimately discarded because Disney felt that the hairstyle was `` too over-the - top '' for the film . Additionally , Ursula 's face was also inspired by that of Madame Medusa from Disney 's The Rescuers ( 1977 ) . According to The Gospel according to Disney : Faith , Trust , and Pixie Dust author Mark I. Pinsky , Ursula became `` the most grotesque characterization Disney ... have created for a female villain '' at that time . </P>
who was ursula the sea witch based on
American actor and drag queen Divine