as with "the jungle book", the characters were patterned on the personalities of the voice actors. in 1966, walt disney contacted phil harris to improvise the script, and shortly after, he was cast to voice thomas o'malley. to differentiate the character from baloo, reitherman noted o'malley was "more based on clark gable than wallace beery, who was partly the model for baloo." reitherman furthermore cast eva gabor as duchess, remarking she had "the freshest femme voice we've ever had", and sterling holloway as roquefort. louis armstrong was initially reported to voice scat cat, but he backed out of the project due to illness. out of desperation, scatman crothers was hired to voice the character under the direction to imitate armstrong. pat buttram and george lindsey were cast as the farm dogs, which proved so popular with the filmmakers that another scene was included to have the dogs when edgar returns to the farm to retrieve his displaced hat and umbrella.