"Poor Unfortunate Souls" is a song from the Walt Disney Pictures animated film The Little Mermaid. Written by Howard Ashman and Alan Menken and performed by Pat Carroll, "Poor Unfortunate Souls" is sung to Ariel by Ursula the Sea Witch (the film's villainess). In a style that combines Broadway theatre with Burlesque, Ursula uses the song to seduce Ariel into trading her voice for the chance to temporarily become human. Howard Ashman recorded a version of the song with himself in the role of Ursula, to send to Carroll to convince her to take the role, which it did. This version was released in the four-CD set The Music Behind the Magic. Carroll admits that she borrowed some of the inflections she used in the song from Ashman's performance, and that he had been delighted she had done so. Carroll's original rendition of "Poor Unfortunate Souls" was included on a 1996 compilation CD of songs performed by or about various Disney villains called Rascal Songs. The CD was released as part of a three-disc Disney song series as a McDonald's promotional item.