June 13, 2017 posted by Greg Ehrbar

“The Incredible Mr. Limpet” – and Another Disney ‘Mermaid’ – on Records

Finny June fun with Don Knotts and Thurl Ravenscroft plus a Disney mermaid who made her splash on Disneyland Records…20 years before Ariel.

“I WISH I WERE A FISH” – Don Knotts and The Porpoises
“THE MR. LIMPET MARCH (Super Doodle Dandy)”

From the Warner Bros. Picture The Incredible Mr. Limpet
Warner Bros. Records #5431 (45 RPM / Mono / 1964)

Music: Sammy Fain. Lyrics: Harold Adamson. Arranger/Conductor: Don Ralke. Running Time: 4.6 minutes.

There’s a bittersweet feeling that looms over 1964’s Incredible Mr. Limpet. For kids, there’s a feeling of strangeness that is built into the story from the beginning, when Jack Weston tells Andrew Duggan how he’d rather not revisit this disturbing episode from his past. Then we find out what a jerk Weston’s character is, how he and Carole Cook’s character belittle Don Knotts’ Limpet and count the minutes waiting for him to go fish. Yet, even when at the end (Spoiler Alert if needed!), Limpet leaves his wife behind and keeps his gills, even though his marriage wasn’t very a happy one, this is still a very dark ending for a family film of this era.

Most of us kids still loved the movie and never missed it whenever the local stations showed it (I remember many years ago, when Dorothy Shula, wife of Miami Dolphins coach Don Shula, was being interviewed on local TV and told the reporter she had to leave soon because the kids wanted to stay up and watch Mr. Limpet).

As animation enthusiasts, we discovered that it signaled the end of another era. Warner’s animation studio, at least as it was once functioning, was shutting down and DePatie-Freleng was handling the shards and splinters of what Warner character-related work was left in the ‘60s.

The Incredible Mr. Limpet was a live-action/animated feature produced around the same time as Mary Poppins, when both movies and TV shows were toying with the concept but only Poppins and a parade of TV spots really had major success with the technique at the time. But like Poppins, the budget wasn’t bloated as later ‘60s fantasies and musicals became, so it didn’t do any harm, and it certainly proved that Don Knotts could carry a feature film on his own, no small feat even today.

We Limpet fans are still waiting patiently for a soundtrack album or studio score. There isn’t a lot of music in the film, but there are several ancillary recordings that could serve as bonus tracks, including the Arthur Godfrey single that we posted some time ago . It is our pleasure to present the hard-to-find, groovy-as-all-get-out dance party version of “I Wish I Were a Fish” by Don Knotts himself, with several prominent backup showcase moments from the grrrreat Thurl Ravenscroft, who collaborated with the musical director of this single, Don Ralke, on a musical masterpiece that we explored here: Snoopy, Come Home.

Side B is also a treat. “The Mr. Limpet March” is the song, “Super Doodle Dandy,” in which Henry dreams of heroic fame. It’s actually a very economic sequence, with nothing more than a few shots of Knotts giving speeches and marching on a treadmill with some amusing animated gags and stock footage. It was a way to get more of the live-action Don Knotts into the feature for those who might have felt shortchanged. To us kids, it was all Barney Fife in color and cartoons and funny fish and it was just great and can I maybe get a new record later at Woolworth’s?

Arthur Lubin, the director of Limpet, was also the creator of Mister Ed, so he was able to slip a little Limpet into an episode called “Ed the Musician,” broadcast on April 19, 1964–almost exactly one month after Limpet opened. Go to 17:12 in the video below for a rare showcase in which film and Broadway veteran Edna Skinner—who in her role as Kay Addison didn’t get much to do on Mister Ed except ask her husband, “What’s Wilbur up to now, Doll?”– she sings the romantic ballad, “Deep Rapture” from Mr. Limpet.

And if you still can’t get enough Limpet lore, you’ll want to check out the movie Mr. Winkle Goes to War starring Edward G. Robinson the next time is plays on TCM. Though it bears little resemblance to Limpet, it’s actually based on the same book by Theodore Pratt.


“I Wish I Were a Fish” & The Mr. Limpet March”

For baby boomers, there was something magical about this song. Henry Limpet sang it to the aquarium in his apartment as we wondered what was going to happen, then he wished it as he leaned too far over the dock… Of course, in this version, there aren’t any of those creepy “be careful” singers.

From the WALT DISNEY Studio
The Story and Songs of

Disneyland Records Storyteller Series ST-3982 (12” 33 1/3 RPM With Book / Mono / 1969)
UK Version: Disneyland Records Storyteller ST-3984 (Mono / 1969)
UK Reissue: Disneyland Records Castle Series DQ-1190 (Stereo / 1970)

Executive Producer/Writer: Jimmy Johnson. Producer/Musical Director: Camarata. Story: Tom Adair. Orchestrations: Brian Fahey. Recorded at Abbey Road Studios, London. Running Time: 38 minutes.

Voices: Tony Brandon (Narrator/Prentice the Porpoise, Captain Spook); Carole Lorrimer (Misty); Peter Hawkins (Ocky the Octopus, Cruncher, Ernie the Electric Eel, Blubber the Whale); Ysanne Churchman (Marvin); Roland Pickering (Sandy); Sally Milner (Jane); Joanne Brown (Singing Voice of Misty); Mike Sammes (Singing Voice of Captain Spook); The Mike Sammes Singers.

Songs: “Misty, The Mischievous Mermaid,” “Stick With Me,” “Give Me a Hand,” “What’ll We Do with the Money?” “Captain Spook’s Song,” “It’s Someone’s Birthday,” “Misty, The Mischievous Mermaid (Reprise)” by Buddy Baker, Tom Adair.

In 1969, the Disney studio introduced a musical fantasy about a strong-willed, red-headed mermaid who found herself and her friends awash in wild undersea adventures because of her wild dreams and crazy schemes.

But the mermaid wasn’t Ariel, there was no Prince and it had nothing to do with Hans Christian Andersen’s fairy tale. This mermaid has school age human friends on land, as well as a sensible porpoise, a whale and several other pals under the sea. She’s determined to find lost treasure in a sunken ship despite the threat of a ghostly pirate.

“Misty the Mischievous Mermaid” was dreamed up by Oscar and Emmy nominee Tom Adair, who had a long association with Disney, through music for the Mickey Mouse Club, Zorro, Sleeping Beauty and such recordings as Dickens’ Christmas Carol, which evolved into the Mickey featurette, Mickey’s Christmas Carol.

Songwriters Hall of Fame inductee Adair and his wife Frances co-wrote (with Disney Legend Bill Walsh) one of the most important songs in the studio catalog: “How Will I Know My Love?” It was sung with little fanfare by Disney Legend Annette on her serial in a Mickey Mouse Club episode. The studio had no plans to record this unpretentious song until fan letters started poured in. Half a million records were quickly sold, launching Annette’s career as a teen star—and subsequently bringing the Sherman Brothers to the attention of Walt Disney.

Either Adair wrote the Misty story as a treatment for a proposed film (which is very likely, since treatments and scripts were as plentiful on the studio lot as they were anywhere else in the Hollywood area) or it was just a Disneyland Records project. Whatever its origins, Misty never surfaced as anything other than a recording. However, it was a truly international enterprise. All of the dialogue and music was recorded at Abbey Road. One of the cast members is Peter Hawkins, a veteran character well known to British audiences for numerous film, TV and radio appearances, but absolutely legendary as the voice of the Daleks on the sci-fi favorite, Doctor Who.

The narrator—who tells the story in character as “Prentice” the porpoise, is voiced by Tony Brandon, another name largely unknown to American audiences but ubiquitous to Brits back in the day as a comedian, TV and radio personality, so much so that on the U.K. versions of the Misty albums, he was featured on the front cover as the star. There was even a German version of the LP called Nixi, Das Muntere Meermadchen. (Take that, Hasselhoff!)

For the songs, Adair worked with another Disney Legend, Buddy Baker, with whom he wrote the Christmas Carol songs and many others. Baker was the musical director for the Mickey Mouse Club and landmark Disney attractions like The Haunted Mansion and Pirates of the Caribbean.

So Misty wasn’t just any mermaid. She just isn’t Ariel.


“Misty, the Mischievous Mermaid”
Carole Lorrimer, who plays Misty, was a popular child actress of the ‘50s and ‘60s who appeared in British TV series versions of such favorites as Anne of the Green Gables, The Railway Children, Emil and the Detectives and The Secret Garden. To British audiences, hearing her on this album must have been quite cool.


  • I wonder if Misty the Mischievous Mermaid was planned to be a either a live action, animated or a combination of live action and animation feature film like Mary Poppins or Bedknobs and Broomsticks and why it didn’t went through as a feature film?

  • You can easily bring back Misty as Ariel’s cousin, or something to that effect. Make it a cute little shout-out for the generations of people who may have fond memories of her..

    • Or maybe as Ariel’s niece?

  • I love this version of “I Wish I Were a Fish.” It’s better than the version Don Knotts sings in the movie.

  • Greg, your column is always a “must read” every week especially because of all the extra information you include and connections you make. I am a big Limpet fan (and glad they didn’t go forward with the Jim Carrey remake)since I first saw it at a drive-in when it was released and agree that it really is a darker adult approach to the story. At that time I didn’t consider a “kiddie matinee” film but a film for adults. I have NEVER heard that alternate version of “I Wish I Were A Fish”.

    One of the premieres of the film was shown in a huge underwater theater at Weeki Wachee Springs, Florida (roughly an hour drive north of Tampa) where the famous human mermaids had entertained countless guests since 1947. The film was projected on an underwater screen for 250 guests who sat 20 feet below the surface of the water

    The Disney animators included Mr. Limpet in the final frozen pose at the end of the song “Under the Sea” in the animated feature The Little Mermaid. At “The Little Mermaid: Ariel’s Undersea Adventure” attraction at Disney California Adventure, Imagineers also included an homage to Mr. Limpet but all the attention those inclusions got guaranteed it wouldn’t be repeated in the Florida Magic Kingdom version of the attraction.

    This is the first time I ever heard of Misty the Mermaid as well. Great job!

    • Thank very much, Jim! We both saw the movie in a drive-in, only 3,000 apart!
      Warner made a short subject out of the Limpet premiere and it is an exquisite time capsule of the era. It was included on the Limpet DVD.

    • I actually remember the misty the mermaid LPGA from original release and I love limpet Paul frees played The crab

  • Mr. Limpet is the Looney Toons character who never gets counted as a Looney Toons character….(If Philbert counts as a Looney Toons character then so should Limpet….)

    • Ha! Well, that’s because he’s in the Disney style and he ain’t even a loo eye tune or merrry melodie short title star the films perfect well mayb almost

  • Camarata is the great Tutti Camarata, who was also influential in molding the early recording career of Annette Funicello.

    • And the formidable triple threat of Jimmy Dorsey, Helen O’Connell and Bob Eberle, whose brother Jim was concurrently in the forties with Glenn Miller!! That Camarata arrangement was used by another formidable triple threat of Kay Kayser, Harry Babbitt and Gloria Wood – following their big hit Woody Woodpecker theme – on On a Slow Boat to China based on Tutti Camarata arrangement!

  • The other sad part about Limpet — given the Arthur Lubin connection — was the movie came out five months following the death of Skinner’s husband on “Mr. Ed”. Larry Keating, who played Admiral Spewter in the movie (bonus Warners cartoon connection, because before “Mr. Ed”, Keating played Bea Benederet’s husband for five seasons on “Burns & Allen”).

    • Larry Keating was also the announcer on radio’s “This is Your FBI,” replacing Milton Cross.
      Arthur Lubin had a fondness for talking animals – not only was he the producer/director of “Mister Ed,” he also directed the Francis the Talking Mule films (except the last one).

      Bill Tytla directed the animated sequences on “Mr. Limpet” (assisted by Bob McKimson).

  • I actually did find the film rather depressing as a KId. I think I sensed that some of it dealt with loss-Limpet misses his old life at first, and Mrs. Limpet really does believe her husband has died.

  • What I’m curious was where the location of the story of Misty the Mischievous Mermaid was located at either at a fictional coastal community in Southern California or somewhere at the coastline of Florida since Walt Disney World opened in Orlando Florida about two years later after Misty the Mischievous Mermaid came out.

    • I don’t think the record specifies where the story takes place.

  • Is there a credit for the artwork in the MISTY album? It looks really nice from the small images!

    • No, there is no artist credited, sad to say. From the similarity, this artist also did the illustrations for for all of Disney’s Oz Storytellers except Scarecrow.

  • Kevin Butler seen this movie at RKO Castle Hill Theatre in Bronx, New York in the Summer of 1964 with Mom or Parents

  • One of the great romantic moments in comic history:

  • Greg:

    you state that “And if you still can’t get enough Limpet lore, you’ll want to check out the movie Mr. Winkle Goes to War starring Edward G. Robinson the next time is plays on TCM. Though it bears little resemblance to Limpet, it’s actually based on the same book by Theodore Pratt.”

    But my understanding is that those are two different books. Theodore Pratt wrote “Mr. Limpet” in 1942 and “Mr. Winkle Goes to War” one year later.

    • You are correct, sir!

    • But it’s interesting(as I always say)that both Limpet and “Mr. Winkle” deal with “henpecked” Husbands who escape, one nautical way or another. Theodore Pratt must have had some kind of attraction to this theme.

  • This live action animated from “The Incredible Mr. Limpet” was directed by Robert Mckimson?

    • He was credited as assistant director of the animation.

    • He was credited as assistant director before the studio closed in april of 1963?

  • Misty was Ariel’s mom, and the reason Triton became so uptight about humans. It was on one of her visits to her old human friends that she was killed. The failing eyesight of fisherman Fred led him to mistake her as dinner.

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