Once upon a time, there was a little octopus called Ursula. She was a very skilled magician, so much so that the evil naiad bitch Ariel wanted Ursula's powers for herself so she could hide her ugliness and snag this cute guy she saw on a ship the other night....
Odd things pop into my head while I'm working sometimes
This has a touch of Photoshop, but it's most coloured pencil.
EDIT: Okay, some people are citing Pat Carroll on the DVD claiming that Ursula is a squid, not an octopus. Personally, I will only accept Ursula is a squid if I hear it directly from her supervising animator. I cite lack of evidence in Ursula's design that DIFFERENTIATES her as a squid from an octopus. Squid have 10 arms, octopi have 8. The number of arms Ursula has in the movie varies from 4 to 8(so clearly the animation team didn't care much). Both species squirt ink and both are smarter than the average cephalopod. Wikipedia refers to her as both a squid or an octopus in different entries. So please don't point this confusion out thinking I have made a mistake. I won't be changing the name of the deviation and I have my reasons for keeping it.
Wow, I like this version- maybe she once was like this and Ariels father turned her into a hag and now Ursula wants revenge on Triton through Ariel hence, the little mermaid.
Ursula just looks so *cuddly* on this one.
As for the octopus/squid debate, on the Little Mermaid animated series, they referred to Ursula's race as "octopans." So there that is.