Verna Felton (July 20, 1890, Salinas, California – December 14, 1966, Hollywood, California) was an Emmy-nominated American actress who was best-known for providing many female voices in numerous Disney animated films, as well as voicing Fred Flintstone's mother-in-law Pearl Slaghoople for Hanna-Barbera. Her film appearances during the 1940s included If I Had My Way (1940), Girls of the Big House (1945) and The Fuller Brush Man (1948). She was much in demand as a movie character actress during the early 1950s, including Belles on Their Toes (1952) and Don't Bother to Knock (1952) and her memorable supporting role of Mrs. Potts in the film of William Inge's Picnic (1956).

Radio and television
She also worked extensively in radio, notably playing Junior the Mean Widdle Kid's grandmother on Red Skelton's radio series and Dennis Day's mother on The Jack Benny Program. She also performed on radio as a regular on The Abbott and Costello Show. Felton was married to radio actor Lee Millar (1888-1941), who also did animation voices (notably for Disney's Pluto), and their son, Lee Carson Millar Jr. (1924-1980), appeared as an actor on a variety of TV shows between 1952 and 1967.

Her guest appearances on I Love Lucy led to a regular supporting role as Hilda Crocker on the CBS sitcom December Bride, with Spring Byington, Dean Miller, Frances Rafferty, and Harry Morgan. She continued her Hilda Crocker role on the December Bride spin-off, Pete and Gladys, starring Harry Morgan and Cara Williams.

Disney and MGM
Felton was a popular actress at the Walt Disney Studios and MGM Studios, lending her voice to several animated features, including:

Dumbo (1941) as The Matriarch Elephant / Mrs. Jumbo (Jumbo Jr.) 
Cinderella (1950) as the Fairy Godmother 
Alice in Wonderland (1951) as the Queen of Hearts 
Lady and the Tramp (1955) as Aunt Sarah 
Sleeping Beauty (1959) as Flora 
Goliath II (1960) as Eloise the Elephant 
The Jungle Book (1967) as Winifred the Elephant 

Synchronistically, Felton died of a stroke on the evening of December 14, 1966, only hours before the death of Walt Disney early the following morning.

Elephants on parade
Both her first and her last voice acting roles for Disney were those of elephants, The Matriarch Elephant in Dumbo, Eloise the Elephant from Goliath II and Winifred the Elephant in The Jungle Book. Besides the two elephants, her warm character voice was versatile enough to voice two kind fairies (Fairy Godmother and Flora) and three villains (Matriarch, Queen of Hearts and Aunt Sarah).