The design of the villainous Ursula was based upon drag performer Divine. An additional early inspiration before Divine was Joan Collins in her role as Alexis Carrington in the television show "Dynasty", due to a suggestion from Howard Ashman, who was a fan of the series. Pat Carroll was not Clements and Musker's first choice to voice Ursula; the original script had been written with Bea Arthur of the Disney-owned TV series "The Golden Girls" in mind. After Arthur turned the part down, actresses such as Nancy Marchand, Nancy Wilson, Roseanne, Charlotte Rae, and Elaine Stritch were considered for the part. Stritch was eventually cast as Ursula, but clashed with Howard Ashman's style of music production and was replaced by Carroll. Various actors auditioned for additional roles in the film, including Jim Carrey for the role of Prince Eric, and comedians Bill Maher and Michael Richards for the role of Scuttle.