Though the world is fast asleep / Though your pillow's soft and deep / You're not sleepy as you seem / Stay awake, don't nod and dream

"Stay Awake" is possibly the creepiest lullaby ever written -- like so much of the Disney movie product while Walt was still running things at the studio. Now it's all pretty ponies and halvah and Robin Williams voiceovers and cheap plastic action figures and doll crap. But the early Disney movies -- every one of them had something bizarrely, sometimes even artistically, unique, even if a lot of it systematically terrified millions of children.

The most frightening of all Sci-Fi monsters, The Monster From The Id, wasn't a Disney movie ("Forbidden Planet" was MGM), but The Monster itself was a contract job from the Disney animators. All you had to say to those guys and gals was "Make it real scary," and they started licking their chops and rolling up their sleeves and drawing sketches.

"Mary Poppins" had that weird Disney feel of a movie written by a committee that didn't meet in the same room very often. Sequences jump from one unconnected set of events and emotions to the next unrelated events and emotions with no effort whatsoever to guide the audience through the abrupt leap. The actors are not particularly encouraged to supply any extra comprehension.

In 1988, producer Hal Willner began contacting musicians to contribute to a compilation album, "Stay Awake," of new interpretations of classic Disney music and songs. Every artist said he or she was initially thrilled at the chance to sing a song etched in his or her memory since they were four years old.

And then reported how very emotionally difficult these seemingly simple songs were, the strange elements and convolutions the adults now encountered as they studied the songs again. All the artists said they had great difficulty doing justice to the Disney songs, figuring out how to arrange it and sing it.

Sun Ra and His Arkestra sang "Pink Elephants on Parade" from "Dumbo," one of many Disney films themed around murdering a child's mother or beloved pet as the child watches. As mom is chained awaiting her execution, she sings the lullaby "Baby Mine" to her unloved big-eared baby Dumbo. Bonnie Raitt sings "Baby Mine."

Every track on "Stay Awake" is magnificent -- in all the album is the most wonderfully unexpected re-visit to early childhood -- an hour of being simultaneously adult and five years old again, an intense experience I never imagined I could have. Tom Waits sings "Heigh Ho, Heigh Ho," the 7 Dwarfs' marching song. Yma Sumac, the 8-Octave Inca Pagan Love Priestess (I saw her and listened to her ultrasonics at a New York City night club), sings "I Wonder" from "Sleeping Beauty." This is the craziest collection of brilliant musicians, singing the weirdest, most troubling songs, ever to share a CD.

Sister Jane and brother Michael Banks have had a wonderful, thrilling, magic, amazing day in London, carefully attended to by the very strange nanny Mary Poppins. Night has fallen, and now washed and teeth brushed and plunked into their beds, they inform Mary Poppins that they absolutely refuse to fall asleep, then or ever.

Mary Poppins agrees this is a fine idea indeed, and sings a lullaby to help them achieve their hearts' desire.

Stay awake, don't rest your head
Don't lie down upon your bed
While the moon drifts in the skies
Stay awake, don't close your eyes

Though the world is fast asleep
Though your pillow's soft and deep
You're not sleepy as you seem
Stay awake, don't nod and dream
Stay awake, don't nod and dream

"Stay Awake" was composed by Richard M. Sherman and Robert B. Sherman. Julie Andrews sang the original, Suzanne Vega sings the 1988 cover.