<P> In the 1994 TV documentary Hocus Pocus: Begin the Magic, and on the film's Blu - ray release, producer David Kirschner said he came up with the idea for the film one night . He and his young daughter were sitting outside and his neighbor's black cat strayed by . Kirschner invented a tale of how the cat was once a boy who was changed into a feline three hundred years ago by three witches . </P> <P> Hocus Pocus started life as a script for a special original film for the Disney Channel, to be produced by one of the smaller studios owned by The Walt Disney Company . The script, however, caught the eye of Walt Disney Studios, who decided that the film was strong enough to carry well - known names and to attract a cinema audience . Leonardo DiCaprio was originally offered the lead role of Max for a large salary, but declined it in order to pursue What's Eating Gilbert Grape . The idea to cast Bette Midler was partly inspired by Midler's Golden Globe - nominated performance in a milestone motion picture for The Walt Disney Company on its Touchstone Pictures line, Down and Out in Beverly Hills . Midler, who plays the central antagonist of the film, is quoted as saying that Hocus Pocus "was the most fun I'd had in my career up to that point". </P> <P> Principal photography began on October 12, 1992 . The film is set in Salem, Massachusetts, but most of it was shot on sound stages in Burbank, California . However, its daytime scenes were filmed in Salem and Marblehead, Massachusetts during two weeks of filming with principal cast . Production was completed on February 10, 1993 . </P> <P> The musical score for "Hocus Pocus" was composed and conducted by John Debney . James Horner was originally slated to score the film, but became unavailable at the last minute, so Debney had to score the entire film in two weeks . Even though he didn't score the film, Horner came back to write the theme for Sarah (sung by Sarah Jessica Parker, more commonly known as "Come Little Children") which is featured in Intrada's Complete Edition of the score . </P>

Who played the blonde witch on hocus pocus