D23: Richard Sherman, Alan Menken explore the Disney songbook Midway through an extensive exploration of the songs of Disney's past, composer Alan Menken needed a breather. Menken, a regular Disney orchestrator since his work on 1989"s "The Little Mermaid," fanned himself with his song sheets and joked that he might have a stroke. The line received a laugh from the adoring crowd at D23, the all-things-Disney convention this weekend in Anaheim, but in a 2½-hour concert that managed to pack in more than 40 songs from five-plus decades, it's no wonder the stage-groomed Menken needed a time out. Performing Saturday with Disney's longtime musical maestro and pop-rock-trained Richard Sherman (each was given a separate set), the D23 recital was less a concert and more a master's class in tuneful storytelling. Menken shared almost-lost songs from such films as "Aladdin," and Sherman regaled the crowd with behind-the-scenes tidbits on songs he composed with his late brother and songwriting partner, Robert, some of which date to the late 1950s. Sherman began by recalling how famed Mouseketeer Annette Funicello once poked fun at the siblings for writing her a string of albums full of teeny-bop cuts and novelty numbers that were called, in succession, "Hawaiiannette," "Italiannette" and "Dance Annette." "What's next," Sherman remembers Funicello asking, "kitchenette?" RELATED: D:23: Brad Bird, Damon Lindelof explore the secrets of 'Tomorrowland' While any evening that boasts arena-sized sing-alongs to themes from "It's A Small World" and "The Enchanted Tiki Room" (both of which were composed by the Sherman brothers) is guaranteed to be upbeat, the performance was a contrast from much of what made headlines at D23. Throughout the weekend, attendees were teased with looks at upcoming Marvel films, an appearance by Angelina Jolie to talk "Maleficent" and peeks at soon-to-be-released Disney video games. All offered glances ahead. Menken and Sherman, however, focused on the virtues in adhering to traditions of the past. Lines were drawn from the 1971 film "Bedknobs & Broomsticks" to 1991"s "Beauty & the Beast," and offbeat assignments (the Sherman brothers were offered little instruction other than to "write a song about color" for the 1961 television series "Walt Disney's Wonderful World of Color") were the basis of songs still used heavily on the Disney theme park grounds. "You get on a project, and they say, 'We have to be really contemporary," " Menken said in a pre-show interview with Pop & Hiss. But what does that mean? Honestly, what does that mean? Often, there's nothing more contemporary than a smart take on what's traditional. Often, trying to be contemporary means you last for about one moment and then you're gone. If the best songs of Sherman and Menken were built to last it's because they invoke more than nostalgia. Disney, for instance, offered Sherman the opportunity to dabble in French lounge-pop (the theme song from "The Aristocats") and jazz ("I Wanna Be Like You" from "The Jungle Book"), but also the challenge that simply composing a silly symphony wasn't good enough. When the brothers presented Walt with the seemingly frivolous ragtime ditty "The Ugly Bug Ball" for the 1963 film "Summer Magic," the studio and theme park founder objected on the grounds that the song used the word "ugly" in the title. Walt relented, said Sherman, only after his brother pleaded with the argument that "a guy rhinoceros looks at a girl rhinoceros and says, "Why, that's the most beautiful thing I have ever seen.' " The song could stay, the brothers were told, but only if that message were clear. "No matter how you tell your story, do it, as my dad used to say, so it's simple, singable and sincere," Sherman said in an interview earlier this week. His father, Al, wrote a number of pop hits throughout the 1920s, 1930s and 1940s, including "Livin' in the Sunlight, Lovin' in the Moonlight" for France's Maurice Chevalier, who would later sing the theme for "The Aristocats." Neither Sherman nor Menken was heavily invested in invoking more than fond memories for the audience, but a few instances illustrated how a song, even one written for a project, could transcend its show-biz roots. If tales such as "The Little Mermaid's" "Part of Your World," the namesake song from "Beauty & the Beast" and the grown-up heartache of "The Age of Not Believing" from "Bedknobs & Broomsticks" endure, it isn't because they're tied to a product or offer an escape from the world. As Menken illustrated with a thoughtfully paced rendition of "Will the Sun Ever Shine Again?" from the less-beloved Disney film "Home on the Range," these songs offer hope of better understanding the ways of the world. The 2004 song, sung by Bonnie Raitt and written with Menken's then-collaborator Glenn Slater, was ultimately the musical balm Menken was looking for after 9/11. "Somehow," Menken said from the stage, "this song in a movie about cows did it for me." Sherman, too, had a way of quieting the convention arena and stopping, if only for a few minutes, the flash photography of hundreds of mobile phones. He told the tale of how he and his brother would be regularly called to Walt's office on Friday afternoons and asked for updates on their projects. Walt, said Sherman, would interrupt the two, and Richard knew that meant he was to stop talking and play "Feed the Birds," the ballad of goodwill from "Mary Poppins." Walt, said Sherman slowly, "would look out of his north window, and he'd say, "Play it." " Sherman was asked earlier why the song struck such a chord with Walt. "He knew it had nothing to do with the price of breadcrumbs," said Sherman, "and he knew it just means that it doesn't take much to smile at people." The crowd gave a standing ovation at the end of the song. Sherman reduced it to its most fragile essence and struggled to hold his composure. For a moment, all the noise that had transpired beyond the concert's doors -- the relentless advertising, the display of merchandise and the teases for blockbusters-to-come -- became the weekend's real silly symphonies.