“ Cold, cruel, and bitterly jealous of Cinderella's charm and beauty, she was grimly determined to forward the interests of her own two awkward daughters.” ―Opening narration Thomas praised Audley's cold, regal performance, the inspiration for his animation of the character. These were then applied to the animated character within their context.

Therefore, the live-action reference was used primarily to suggest to the animator movements and mannerisms he may not have thought of otherwise. Whenever the photostats were followed too closely or a piece of human action was directly copied, the results seemed to the animators to lose the 'illusion of life'. The actions were not traced exactly but used as guidelines.

Eleanor Audley, dressed as Lady Tremaine, was filmed performing every action the character was required to make the individual frames from this footage were then placed under animation paper. Like all the character animators for Cinderella (excluding Ward Kimball, who animated Lucifer and the Mice), Thomas used live-action footage as a reference when drawing the frames of animation. The fights between Lucifer and the mice could be seen to reflect the (much less physical) conflict between their human counterparts, Lady Tremaine and Cinderella. Thomas commented that Lady Tremaine was the driving force throughout the film and that she had to be believable, even though she was far from human, to be considered a serious threat to the realistically animated Cinderella. Lady Tremaine was voiced by Eleanor Audley, who also provided live-action reference for the character. Lady Tremaine was the only villain to live beside her victim day by day” ― Frank Thomas and Ollie Johnston “ The villain-victim relationship was one of the very best we had on any feature.

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