if the Ghost Host invited the Pillsbury Doughboy, Boris Badenov and Ludwig Von Drake to a party at the Haunted Mansion, how many chairs would he need?

Just one, actually. For behind each character - ghostly narrator, giggling pitchman, grumbling no-goodnik and genial duck - is the same voice, the late Paul Frees.

Don't worry if the name isn't familiar. His voice is somewhere inside your head, a tribute to his talent as a voice actor and a work ethic that kept him busy for four decades.

"He did everything," said Ben Ohmart, author and publisher of "Welcome, Foolish Mortals ... ," a just-released biography of Frees. "All you have to do is start name-dropping - just list some of his characters and recite some of his roles - and all of a sudden people know him."

At Disneyland, Frees is beloved for his Ghost Host at the Haunted Mansion. But he's also most of the Pirates of the Caribbean, and in the past, the narrator of the Great Moments with Mr. Lincoln and the Adventure Thru Inner Space attractions.

On television, Frees is best known as bumbling spy Boris Badenov on "Rocky & Bullwinkle & Friends," Disney's Ludwig Von Drake and the Pillsbury Doughboy.

But from the 1960s until his death in 1986, he did scores of well-known cartoons and commercials - everything from "The Beatles" animated series (he played John and George) to roles as Toucan Sam in the Froot Loops spots and the cockroach who screams "Raid!!!" in ads for the bug spray of that name.

Though his face was seldom seen on-screen, this most versatile voice had its own kind of anonymous stardom - delivering shivers in the dark of the Haunted Mansion, laughter in your living room, drama at the movie theater.

"In my mind, he is the greatest that ever was and the greatest that will ever be," said Corey Burton, a voice actor who has succeeded Frees in the roles of Ghost Host and Ludwig Von Drake. "He was Pavarotti, magnificent in every way."

That Frees has recaptured a small sliver of the spotlight almost 20 years after his death is a tribute to both the talent of the artist and the passion of his biographer.

In many ways, Frees' gift reflected a kind of entertainer who no longer exists.

Born in 1920, by 14 he'd dropped out of school and launched himself in vaudeville as impressionist Buddy Green, claiming - actually, lying - that he was "the boy who does some of the voices for Walt Disney."

After service in World War II, he landed in Los Angeles, where his voice earned him steady work in radio dramas such as "Suspense," "Escape" and "The Whistler."

A singer and songwriter, he also recorded songs with novelty bandleader Spike Jones, his biggest hit the faux-Peter Lorre-voiced "My Old Flame."

As radio dried up, Frees took a crack at motion pictures - appearing in small roles in films such as "A Place in the Sun" with Elizabeth Taylor and Montgomery Clift - though most of his work was B-movie fare.

But the ever-malleable voice kept getting him hired.

On the television series "The Millionaire," Frees was the voice of the unseen title character each week. And he earned regular paychecks as the narrator of films such as "The Shaggy Dog" and "The Manchurian Candidate."

He was also called in to dub lines for stars. When director Billy Wilder was not satisfied with Tony Curtis' falsetto as Josephine-in-drag-disguise in "Some Like It Hot," Frees redid those lines.

By the 1960s, though, he'd moved more and more into cartoons and commercials, with the role of Ludwig Von Drake coming from Disney - he debuted as Donald Duck's uncle on the night "The Wonderful World of Disney" went from black-and-white to color broadcasts.

"Walt Disney gave me a lot of liberty in portraying the professor, and I've made him more personal than any of my other characters," Frees said, according to "Welcome, Foolish Mortals ... ." "The professor is bright, good-natured, has a sense of humor and is marvelously absent-minded at times."

Soon after came the plum role of Boris, the bumbling spy, thanks to Rocky and Bullwinkle creator Jay Ward.

"Sometimes it creates an ego problem," Frees is quoted as saying of his feelings on moving off-screen. "But nothing so serious I can't overcome it when I look at the bank balance."

Yet, while moving from on-screen to voice roles quickly dims the potential brightness of one's celebrity, the memory of men and women like Frees remains alive, thanks to fans like Ohmart.

"The first thing I heard was the Haunted Mansion," Ohmart said of his earliest awareness of Frees' voice. "I was told I was taken there when I was 1 year old. When you hear it that young, I guess it leaves a memory."

As a kid he fell in love with the Rocky and Bullwinkle cartoons. A few years later, he spotted "Hardware Wars" - a short "Star Wars" spoof with Frees.

Always, it was the voices that appealed to him growing up.

"Voice actors are the only people who can be an incredible amount of people, just by standing there," he said. "They're magicians. They can instantly go into another funny voice or character, and to me, that's magic."

Toward the last half of the '60s, Frees landed the Disneyland assignments that perhaps more than anything are his lasting legacy.

First came Pirates of the Caribbean, where he voiced nearly every pirate in the ride - from trademark lines such as "Dead men tell no tales!" to the old pirate-chasing-wenches dialogue that was replaced later, more politically correct times.

Next he narrated Adventure Thru Inner Space - "As you shrink beyond the size of a molecule ..." - and later a new narration for the Great Moments With Mr. Lincoln attraction.

But all of those were eclipsed by the Haunted Mansion and the subtly spooky performance he delivered as the Ghost Host.

"Nine-hundred and ninety- nine happy haunts are here, but there's room for a thousand - any volunteers?" the Ghost Host wonders with a sinister chuckle in a typical moment.

"The mansion was just the ultimate," said Burton, the voice actor, remembering how he came to be a huge Frees fan as a voice-loving teenager some 30 years ago. "It was such a jaw-dropping revelation to me.

"That voice was the most magical thing I had ever heard. I said, 'Who is that? I've got to meet him."

Not long after, Burton said, he met and was taken under the wing of voice actor June Foray - who played Bullwinkle's sidekick Rocky - and eventually, through her, met Frees.

"It was a year or two later; myself and a friend were able to go to a Quaker commercial for Cap'n Crunch," he said of the invitation he wangled to a session where Frees might appear. "I was petrified - what would I say to him?

"And then booming down the hall we hear, 'I'm here, everybody!'"

In walked Frees, a short, dapper man in elevator shoes, with his new wife on his arm.

"As soon as he found out that we two geeks were fans, he started to perform for us, really hamming it up, but he was very, very nice to us."

And as they met again at times after that, Frees remained friendly to the teenage Burton. "I know you, you're my fan!" Frees would exclaim on each encounter, Burton said.

Now 48 and a veteran voice actor, Burton said his inspiration for his craft remains Paul Frees.

"To me, he was a genuine genius," he said, describing the nervousness that came later when he was hired to fill Frees' shoes for the "Nightmare Before Christmas" Haunted Mansion.

"I was panic-stricken," Burton said. "I just thought, 'How is it going to be any good? And if I do a lame impression, I'll be known as the guy that sucks.

"But having lived with that sound in my head forever, I knew how it should sound and how he would deliver things," Burton said.

He hopes his re-creation does justice to the man and the role that originally inspired him.

"Not that he didn't hit a sour note every now and then, but by and large everything he did was stunningly good. Memorable and funny and rich."

By Peter Larsen

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