“The Incredible Mr. Limpet” is part animation, part real-life motion picture and its somewhat disparate parts actually come together nicely for an enduring, family-friendly film that has some interesting, yet underlying, themes more associated with drama than this type of film usually offers. You get a story set mostly at the beginning of World War II, but it’s not a WWII story. You get a story of a forlorn man who transforms into a fish! No, I’m not talking about someone like a few today who “identify” as a fish, the star, the late and legendary Don Knotts, becomes an actual fish and helps the U.S. win WWII! Don’t worry … all of this mess comes together nicely.
‘The Incredible Mr. Limpet’
(1964; 99 minutes; rated G; directed by Arthur Lubin, Gerry Chiniquy and Robert McKimson; and starring Don Knotts, Jack Weston, Carole Cook)
AN UNUSUAL TRANSFORMATION
Released in 1964, “The Incredible Mr. Limpet” is a film of its era: It is patriotic; it has sexual and matrimonial stereotypes; and also has the stereotypes of society. However, it offers much, much more than that with a subliminal taste of fantasy, a cuckolded husband and sexual politics of the day.
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The last comments I just wrote don’t come to the fore with “The Incredible Mr. Limpet,” as its storyline is simple:
Just before the beginning of the U.S. involvement in World War II in mid-1941, a shy, retiring clerk (Don Knotts as “Henry Limpet”) isn’t fit enough to serve, although he wants to; he’s married to an outgoing woman (Carole Cook as “Bessie Limpet”); has a friend that’s attracted to and she’s attracted to him (Jack Weston as “George Stickle”); and he cares more about his fish in his aquarium than anything else.
From there, you start to see the outline of him wanting to become a fish since his human life is unfulfilled. He’s bullied at work by women in the office who openly belittle and mock him for his dreams and patriotism; he can’t dance due to an “equilibrium”” problem; and his wife in constantly wanting to do exciting and energetic things that he cannot or does not want to do.
I’ll get to the rest of the film’s story in a few paragraphs, but what is most interesting about “The Incredible Mr. Limpet” is the what you don’t see, but must suspect:
“Bessie” and “George” are more attracted to each other than she is to “Henry” and therefore there’s the connotation that he’s a cuckold in the three-way relationship (see … three-way!); that she plays the sexual politics of the era as a demanding housewife; and that he is so downtrodden and therefore malleable that you wonder why he’s even to married to such a woman.
Whew! It just appeared to be a comedy at the time!
Well, through an accident, Knotts falls off the pier at Coney Island and literally transforms into a fish. Along the way, he helps the U.S. Navy find and sink Nazi submarines along with the help of “George,” who has some very funny moments as he comes to the realization that “Henry” has become a fish that talks. Knotts also meets a couple of underwater characters who form the sub-sea cast: “Crusty,” a curmudgeon crab; and “Ladyfish,” who is amorous as well as libidinous and can be as petulant as Knotts’ human wife.
OOOOhhhh … kaaaayyy! Remember, this is mostly a cartoon!
Now, about the human cast …
A five-time Primetime Emmy winner, Knotts is smooth and delivers his character with ease and aplomb. He does a solid job both in his human form and voicing as the fish wearing “Henry’s” signature prince-nez glasses (these come into play throughout the film). It’s difficult to see that Knotts’ talent makes this a film where you believe he’s just walking through it. Not so. He had real talent. Knotts won his Emmys in consecutive Emmy years of 1961-1967 and his character as “Deputy Barney Fife” on “The Andy Griffith Show” became an icon (unfortunately, mostly as the stereotype of a buffoonish cop). However, he did it all: slapstick; comedy; and just enough drama. Knotts was also in a variety of films and did guest appearances on dozens of highly rated television shows. Knotts died of complications from pneumonia related to lung cancer at 81 in 2006.- A Golden Globe nominee (not for this one), Weston is called upon for the largest range of emotions in the cast. I’m not saying for him that this is Shakespeare at The National Theatre, but he has to play old and young; a confident braggart; a somewhat buffoon who has trouble dealing with the “new Henry;” and finally as a friend. Weston works hard in all the emotions, but it’s obviously not as easy for him as Knotts showed with his character. Weston as been in serious drama (“The Cincinnati Kid” with Steve McQueen – click here to read my review); action (“Gator” with Burt Reynolds – click here to read my review); and caper films (the original “The Thomas Crown Affair” also with McQueen). He was nominated for “The Ritz” from 1976 and was also in “Dirty Dancing” and was on a variety of TV shows early in his career. Weston had 110 acting credits spanning four decades from the first in 1951 to the last in 1988. He died at 71 of lymphoma in 1996.
- Cook does an energetic turn for the first half of the film as “Bessie” and manages to do a little more with her character than most others. She’s brass and bossy; but, ultimately does love her husband despite the obvious attraction to Weston. Cook had quite an interesting career as she was a protégé of comedy legend Lucille Ball and was on “The Lucy Show.” She was also on other tee-vee episodes as well as being in notable films such as “The Gauntlet” with Clint Eastwood; “American Gigolo” with Richard Gere; the ”Brat Pack” special “Sixteen Candles” from John Hughes; and I’m appreciative that she was on “The Love Boat” (season 6, episode 14) – click here to read my look at that kitschy series. Cook died at 97 of heart failure in 2023, just three days shy of her birthday of Jan. 14.
- Andrew Duggan plays “Admiral Harlock” and he’s the top officer in the project where “Henry” becomes a weapon for the Navy in the battle against Nazi subs. Duggan, who had an impressive 189 acting credits most as a supporting actor, is OK as it doesn’t take much of his talent to be the stern, commanding naval officer needed in this role. Duggan was also in “In Like Flint” with James Coburn and dozens of episodes of television shows including “CHiPs,” “Charlie’s Angels” and the original “Hawaii Five-O.” He died at 64 of throat cancer in 1988 and was an imposing 6-foot-5 in a sea of Hollywood’s mini-men of 5-foot-5 or so (Weston’s height).
The voices of underwater characters …
- Elizabeth MacRae voices “Ladyfish” and offers a seductive voice to the film. Since she is voicing a character, you don’t get to see any expression by her, but she does a solid job with the inflections of her character’s voice. MacRae is probably best remembered as “Lou Ann Poovie,” who was “Gomer Pyle’s” girlfriend. She did episodes on a variety of other television shows including “Surfside 6” as well as “Route 66” and was the seductress of Gene Hackman in Francis Ford Coppola’s critically acclaimed “The Conversation.” MacRae had only 44 acting credits between her first in 1959 and the final one in 1988, including a handful of episodes on a soap opera. She died at 88 in 2024.
- Paul Frees is the voice of “Crusty” and he’s the curmudgeonly crab that initially advises “Henry” on underwater protocol for fish, shellfish, etc. It is a stereotypical character with a stereotypical voice, but is necessary to move the plot along. Frees is solid in his job and has an astounding 380 acting credits, with voicing films, television shows, tee-vee movies, animated shorts and video games – including being “Boris Battenov” on “The Bullwinkle Show.” His nickname was “Man of a Thousand Voices.” Frees’ CV is too long to break down here, so … click here to see his list of credits. He died at 66 of heart failure in 1986.
The movie starts out and ends as a secret mission by Duggan and Weston because the Navy brass believes porpoises are displaying unusual abilities and that “Henry” might be teaching them. They reopen the “top secret” details of Knotts’ work with the Navy and try to find him. But first, the audience must learn “Henry’s” story. The film is left open to a sequel as at the end, the Navy still has to find him again (see notes at the end of this review for still-active reboot plans).
Three directors are listed for “The Incredible Mr. Limpet” and it is because of the crossover from human acting to animation and voicing by the actors that needed the specialized talents of each. Frankly, unless you’re a Hollywood insider or know much about animation, you won’t recognize the work of any of the trio.
- BTW … despite her outgoing nature and obvious attraction to Weston an ultimately marrying him, Cook’s character is truly loyal and shows a deep concern after believing “Henry” has died and, after meeting his essence as a fish, truly wishes him best.
- Also BTW … in reality, a “limpet” is a mine that attaches itself or is attached to the hull of a ship via magnets. They were widely used in World War II, but still remain a threat to shipping in some areas of modern conflict.
All in all, “The Incredible Mr. Limpet” is watchable and fun, but you can read a few things into it, too, even if filmmakers didn’t intend it to be that way.
“The Incredible Mr. Limpet” was outside the top 10 films of 1964 in terms of domestic ticket sales. The No. 1 film was the saccharine-fest titled “Mary Poppins” with $102.2 million in ticket sales, according to The Numbers website. The No. 2 film was the equally saccharine “My Fair Lady” and the No. 3 that should have been first was the “007” thriller “Goldfinger” (click here to read my review). Here are the other films from 1964 that I’ve reviewed:
- “Father Goose” (solid Cary Grant) – click here for my review
- “Goldfinger” (legendary 007 effort) – click here for my review
Assorted cast and film notes (via IMDb.com):
- Knotts’ middle name was Donald, while his first name was Jesse; Cook’s birth name was Mildred Frances Cook; Weston’s birth name was Morris Weinstein; and Frees’ birth name was Solomon Hersh Frees.
- The premiere of the film was presented at an underwater theater on Jan. 17, 1964, at the Weeki Wachee Springs, which features underwater-themed shows and is still in operation, located near Florida’s west coast, north of Tampa.
- A remake project remains somewhat active today (Jan. 22, 2025), but the most recent plans failed when Jim Carrey, who reportedly was all set to do the remake, backed out and so did Zach Galifiankis. Five-time Oscar nominee Richard Linklater remains scheduled to direct the remake.
- Directly from IMDb.com: “Stephen Hillenburg studied the film’s backgrounds for Spongebob Squarepants.” Hillenburg is one of three creators of the iconic and popular animated children’s show as well as having written and directed a variety of the more than 300 episodes the cartoon that have aired. Oh, BTW, the poster of the item above misspelled the name of the show. It is “SpongeBob SquarePants” and it has been broadcast since 1999.
- Knotts was only on screen as himself for approximately 20 minutes of the 99 minuets of the film.
- Finally and directly from IMDb.com: “The United States Destroyer used in the film was the USS Alfred A. Cunningham (DD-752) which was commissioned on Thursday, November 23rd, 1944. It served in World War II and the Korean and Vietnam Wars before being decommissioned in 1971. It was sunk as a target in 1979.”
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