Animation Cel-ebration
March 22, 2024 posted by Michael Lyons

Tide Up in Knotts: The 60th Anniversary of “The Incredible Mr. Limpet”

“Mr. Limpet is sure to be the most incredibly delightful movie about a man who turns into a fish that you’ll see this year!”

This tagline from the original trailer of 1964’s The Incredible Mr. Limpet may rank as one of the safest marketing campaigns. However, the film, which celebrates its 60th anniversary this year, has become a likable favorite for many and has developed quite a following.

Combining live-action and animation, The Incredible Mr. Limpet (based on the book by Theodore Pratt) is told in flashback to the 1940s. It tells the story of the title character, a meek bookkeeper from Brooklyn named Henry Limpet, who is classified as 4F due to poor eyesight and is frustrated at being unable to enlist in the Navy.

Henry loves fish, keeping many as pets in his large aquarium and studying all about them. This is to the chagrin of both his wife, Bessie, who doesn’t treat Henry very well, and his somewhat fair-weather friend, George, a machinist in the Navy, who teases Henry that he hasn’t been able to enlist.

When the three take a trip to Coney Island, Henry falls into the water while reading a book on the theory of reverse evolution and is transformed into a fish (which is where The Incredible Mr. Limpet transitions to animation to bring Henry’s fish persona and the other sea life to the screen).

Underwater as a fish, Henry hears a radio on land reporting the events of December 7, 1941, and decides that now that he is no longer classified as 4F, he can help the war effort.

In his fish form, Mr. Limpet partners with his buddy George and is able to assist the U.S. Navy. Henry discovers that he is capable of making a loud “thrum,” sonar-like noise, and he winds up supporting the Navy as a “secret weapon” to help defeat the Nazis.

The live-action sections of The Incredible Mr. Limpet were directed by Arthur Lubin, whose credits included Universal Studios’ 1943 version of The Phantom of the Opera, as well as the Abbott and Costello comedies Buck Privates and Hold That Ghost (both 1941).

The animated segments were helmed by the legendary Vladimir “Bill” Tytla, who, while an animator at Disney, had brought such dynamic, memorable characters to the screen as Chernabog in Fantasia and Stromboli in Pinocchio (both 1940).

However, in his book Hollywood Cartoons: American Animation in its Golden Age, writer, and historian Michael Barrier noted that Tytla wasn’t responsible for directing all of the animation in the film: “Bill Tytla, by then in the later stages of a long professional and physical decline, worked briefly on Limpet in 1962 and received screen credit as its animation director (Jack Kinney was the first choice of the film’s producer, John Rose, but Kinney and Rose could not agree on terms.)”

Two other industry legends were also brought in to direct the animation, as contributor Andrew Leal wrote in Jerry Beck’s book The Animated Movie Guide: “Robert McKimson and Hawley Pratt had to take over much of the work on the film.”

The film’s ending credits also list Gerry Chiniquy as an associate director.

Sadly, The Incredible Mr. Limpet also marked the end of an era at Warner Bros, the studio behind the film. The film was the final project for the studio’s heralded animation department, and it closed temporarily after production (in 1964, DePatie-Freleng Enterprises leased the Warner Bros. Cartoon Studio and were contracted to produce Looney Tunes and Merrie Melodies cartoons).

Despite such tumultuous events during production, the animation in The Incredible Mr. Limpet (referenced in the credits as “Special Piscatorial Effects”) is very well done.

Henry’s transition to fish is dynamic, with a morphing silhouette sequence. Additionally, the backgrounds, credited to Don Peters, are also crafted nicely, and the live-action/animation combination of Mr. Limpet, when he pops his head out of the water, is very effective.

Also, the film’s action-sequence finale, where Henry attempts to outrun and deflect torpedoes, is staged effectively, switching between live-action and animation.

The film’s character designs are also well fashioned, particularly Mr. Limpet, who is a caricature of the film’s star, Don Knotts. The Incredible Mr. Limpet was made at the height of Knotts’ popularity on The Andy Griffith Show, and he played both the live-action Mr. Limpet and provided the voice of his animated fish counterpart very effectively.

The film’s cast also included Jack Weston as George, Carole Cook as Bessie, Andrew Duggan as Captain Harlock, Larry Keating as Admiral Spewter, and the voices of Elizabeth McRae as Henry’s underwater love interest, Ladyfish, and ubiquitous voice acting legend Paul Frees as the voice of Crusty the crab.

The Incredible Mr. Limpet also featured entertaining songs by Sammy Fain (music) and Harold Adamson (lyrics). They included “I Wish I Were a Fish,” which singer Arthur Godfrey (who appeared in the trailer promoting the film) recorded as a single. For more on the music of Mr. Limpet, check out Greg Ehrbar’s 2017 article.

The Incredible Mr. Limpet had its premiere at the Weeki Wachee Springs Underwater Theater in Florida on January 20, 1964, and was released to theaters everywhere on March 28th. The film received mixed reviews, although many had favorable words for the film’s animation and effects, such as The Hollywood Reporter’s film critic, who wrote:

“The animation sequences directed by Vladimir Tytla maintain the same spirit as the live-action sequences. A triumph is the animator’s art in approximating Knott’s distinctive features. The blend of live-action and animation is good.”

In the six decades since its debut, many have become fans of The Incredible Mr. Limpet, including actors and filmmakers who have toyed with the idea of a remake. Jim Carrey came the closest in the late ‘90s when animation tests involving motion capture were done of Carrey as a fish.

After that re-make didn’t pan out, everyone from Mike Judge and Robin Williams to Zach Galifianakis and Richard Linklater were involved in remakes that never materialized.

This continued interest in The Incredible Mr. Limpet sixty years later proves that the film’s original trailer was correct, and it continues to be the “most incredibly delightful movie about a man who turns into a fish!”


  • I first saw “The Incredible Mr. Limpet” as an afternoon TV movie one day when I was home sick from school. I missed the very beginning and just stumbled upon it while changing channels; and, reasoning that anything with Don Knotts in it would be infinitely better than the soap operas and talk shows that then dominated daytime programming, I decided to give it a go. I was completely unprepared for the transition to animation. The scene where Henry falls into the ocean and transforms into a fish was as magical a moment as Dorothy pulling open the cabin door to reveal the Technicolor wonders of Munchkinland. I was already absorbed in the story, but the mix of animation and live-action was something I could only marvel at. How in the world did they do that???

    One unfortunate consequence of this viewing was that for many years afterward, I thought a limpet was a kind of fish, when it’s really a marine gastropod.

    Director Arthur Lubin had previously directed the Francis the Talking Mule movies, about another sapient talking animal that wanted to join the Navy.

    Twenty-five years after the film’s release, Mr. Limpet had a cameo in the “Under the Sea” musical number in Disney’s “The Little Mermaid”. But as for the prospect of a remake, I find the very notion as pointless and preposterous as remaking “Who Framed Roger Rabbit”. Leave well enough alone!

    • Mr. Lubin and Larry Keating (whose last film this was) were both associated with yet another similar hit project – MR.ED, at that time in its initial TV run.

  • I remember seeing this film in theaters. In fact, there were at least one or two Warner Bros. cartoons played on the same bill. My mind is a bit hazy when I try to remember, but I believe one of the Ralph Phillips cartoons was definitely one of the titles. Since then, I’d never missed it when it came to television as part of the afternoon movies. It was always good to see it on TV, and by that time I had a color television set. Such a great film, and definitely well worth any restoration with special features. I hope this happens sooner than later.

    • I remember seeing it in theatres as well.

  • Not only does Don Knotts turn in a tour-de-force performance, but kudos should also go to Carole Cook, who portrays his wife. Each was associated with a powerhouse sitcom of the sixties–Don of course with the Andy Griffith Show and Carole with the Lucy Show, where she performed a variety of supporting character roles and occasionally dubbed her voice as a singing voice for Lucille Ball. Carole was an amazing talent who rarely got a chance to shine in her own right. Her commentaries on the Lucy Show and Here’s Lucy DVD releases are witty and insightful. And so personable. She comes across as if she’s been a good friend for years. Which I suppose she has, to many of us.

    This post is a great tribute to a film that deserves recognition as one of the remarkable achievements in animation-live action combos.

    • Thank you for sharing the info and I am god you enjoyed!

  • Very good. I’ve always been a fan of this..which came out as Disney was getting his own MARY POPPINS released later in summer 1964! Four eyed FLOUNDER!-Crusty…

  • I’ve always found the movie kind of mediocre, even if I do have two cels (cropped, unfortunately) in my bathroom. I like, though, that it’s mentioned in “Postcards from the Edge”: the heroine and a couple of fellow rehab inmates are watching it on TV one afternoon and decide to inquire about the rights to a sequel when they get out.

  • Apparently some of the test footage of Jim Carrey’s Mr. Limpet was leaked out, and it immediately becomes clear why the film was canned – CGI technology at the time simply couldn’t replicate the celluloid charm of the original, making our protagonist look more like the sort of fish you’d find in the bottom of deep sea trenches than the kind of colorful characters that aquariums love to keep on display!

  • Is the Don Peters mentioned in the article the same Don Peters who designed the album covers for Henry Mancini’s “Combo” and the 2 Mr. Lucky albums (along with the Mr. Lucky title sequence from the TV show -unfortunately uncredited)?

  • The title on the Italian movie poster translates to “The Admiral is a Weird Fish.”

  • I, too, have fond memories of watching this movie on TV during weekend afternoon presentations. Interesting that this movie signaled Don Knotts’ feature film debut, which would lead to other starring roles for Knotts throughout the 60’s in such films as the Disney feature “The Apple Dumpling Gang” and “The Ghost And Mr. Chicken” (co-starring alongside practically half of the present and future cast of the then-current TV sitcom [i]Bewitched[/i], as well as a young actor who was seen in 2 teen-oriented Disney films starring Kurt Russell who would go on to become a ubiquitously heard voice actor, Frank Welker).
    It’s interesting to wonder if any parents today who have memories of watching “Mr. Limpet” either in theaters or on TV in their youth would be content to show this film on home video to their kids, most of whom would be big fans of Spongebob Squarepants, just to show them what passed for “nautical nonsense” in their time.

  • Make that *glad* you enjoyed!

  • I discovered Limpet on Tv too. I think it was on CBS’ Saturday Night At The Movies, late 60s /early 70s. I have a warm spot for it and it still holds up.
    Boy! That trailer. Talk about showing the whole story (almost).
    A few years ago, I bought the Dell comic book tie-in. I got it dirt cheap because it looks like it was pulled from the ocean.

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