Don Knotts was a skinny guy. He was nervous, twitchy, and had those bulging eyes that made him look like he was constantly seeing a ghost. But in 1964, Warner Bros. decided this man was the perfect lead for a high-concept war movie involving the U.S. Navy, Nazi U-boats, and a talking fish with spectacles. The Incredible Mr. Limpet is one of those fever-dream movies that shouldn't work. It’s half-live-action, half-animation, and 100% bizarre. If you grew up catching this on basic cable in the nineties, you probably remember the catchy songs or the sight of a fish wearing glasses. But looking back, the movie is a fascinating artifact of mid-century filmmaking, mixing goofy comedy with a surprisingly straight-faced take on the Battle of the Atlantic.
It’s weird. Really weird.
The Plot That Actually Happened (On Screen)
The story kicks off right before Pearl Harbor. Henry Limpet, played by Knotts, is a bookkeeper who loves fish more than people. Honestly, he’s pretty miserable. He’s been rejected by the Navy for being 4F—physically unfit for service—and his wife, played by Ruth Freeman, seems more interested in their friend George than in Henry’s aquatic obsession. During a trip to Coney Island, Henry basically decides he’d rather be a fish. He falls into the water and, through some unexplained metaphysical transformation, he actually becomes one.
He doesn't drown. He turns into a tilefish.
This isn't The Little Mermaid. It’s a wartime propaganda-style fantasy. Once Henry realizes he’s a fish—specifically one that keeps its human spectacles—he decides he still wants to do his part for the war effort. He finds a crusty hermit crab sidekick named Crusty (voiced by the legendary Paul Frees) and a female fish named Ladyfish. Eventually, Henry spots a Nazi submarine. He uses his "thrum"—a high-pitched underwater roar—to alert the U.S. Navy. The Navy, led by Andrew Duggan’s character, eventually accepts that a talking fish is their best secret weapon against the Axis powers.
Why the Animation Matters
The animation was handled by Vladimir Tytla and Robert McKimson. If those names sound familiar, it's because they were heavy hitters. Tytla was a titan at Disney, the man responsible for the raw power of Chernabog in Fantasia. McKimson was a staple at Warner Bros. Cartoons, the guy who gave us the definitive look of Foghorn Leghorn and the Tasmanian Devil.
Because of this pedigree, the animated sequences in The Incredible Mr. Limpet have a weight to them. They aren't just "cartoony." They have a certain 1940s illustrative quality that fits the era the movie is trying to evoke. The transition from the drab, brown-and-gray live-action world of 1941 Brooklyn to the vibrant, technicolor underwater world is a classic cinema trope. It’s The Wizard of Oz but with saltwater.
Interestingly, the movie used a process called "Chroma-Key" to blend the live actors with the animation in certain scenes, which was pretty ambitious for 1964. You can see the rough edges if you look closely on a 4K screen, but for the time, it was magic.
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The Don Knotts Factor
Don Knotts was at the height of his Andy Griffith Show fame when this came out. He was Barney Fife. People loved him because he represented the "little guy" who desperately wanted to be a big guy. The Incredible Mr. Limpet plays directly into that. It’s a power fantasy for the uncoordinated.
Knotts brings a genuine pathos to Henry. Before he turns into a fish, he’s genuinely depressed. There’s a scene where he talks about how "the world is just too big for me." It’s a bit dark for a kids' movie, isn't it? But that’s what makes it stick. You want the little guy to win. When he finally gets commissioned as an honorary Lieutenant in the Navy—as a fish—it feels like a legitimate victory.
Underwater Warfare and Nazi Submarines
One of the strangest things about the movie is how it handles the "war" aspect. This isn't just a romp. The Navy ships are real. The depth charges are real. The threat of the U-boats is treated with a level of seriousness that clashes wildly with a fish wearing glasses.
Henry Limpet becomes a scout. He swims ahead of the convoys, locates the "wolf packs," and signals the destroyers. There is even a scene where Henry is nearly killed by a depth charge dropped by his own side. It’s an effective tension builder. The film uses a lot of actual stock footage from World War II, which gives it a grit that the animated fish sequences constantly undercut. It’s a tonal rollercoaster.
Why It Failed (And Then Succeeded)
When the film first premiered, it wasn't exactly a massive blockbuster. Critics were confused. Was it for kids? Was it a war movie? The premiere itself was a bit of a disaster. Warner Bros. actually held the world premiere at an underwater theater in Weeki Wachee Springs, Florida. They submerged a giant tank so people could watch the movie underwater. It was a gimmick, but it didn't save the initial box office.
However, The Incredible Mr. Limpet found its life on television.
Throughout the 70s and 80s, it became a staple of Saturday afternoon TV. It’s one of those movies that "Gen X" and "Millennials" remember vividly because it was always on. It has a strange, lingering nostalgia. It’s comfortable. It’s a movie about a guy who finds where he belongs, even if "where he belongs" is the middle of the Atlantic Ocean.
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The Remake That Never Was
For decades, Hollywood has tried to remake this thing. It’s become one of those legendary "development hell" projects.
- Robin Williams was attached to it in the late 90s.
- Jim Carrey was supposed to do it with Steve Oedekerk directing.
- Don Payne wrote a script.
- Richard Linklater—yes, the Boyhood and Dazed and Confused director—was actually signed on to direct a live-action/CGI hybrid version around 2014.
Linklater eventually left the project, and it seems to have stalled out again. Honestly? That’s probably for the best. The charm of the original is the 1960s hand-drawn animation and Don Knotts’ specific brand of high-strung energy. Trying to do it with modern CGI would likely lose the "soul" of Henry Limpet. It would just be another Shark Tale.
The Music of the Deep
We have to talk about the songs. Sammy Fain and Harold Adamson wrote the music. Fain was no slouch; he wrote "Alice in Wonderland" and "I'm Late" for Disney. The standout track, "I Wish I Were a Fish," is a total earworm. It’s the kind of song that gets stuck in your head for three days minimum.
The musical numbers are where the animation really shines. They allow the movie to stop being a "war movie" for a few minutes and just be a fun, psychedelic experience. The bubbles, the colors, the dancing sea life—it’s pure 1960s whimsy.
Historical Context: 1964 vs. 1941
It’s worth noting that in 1964, the U.S. was entering a very different kind of conflict in Vietnam. The Incredible Mr. Limpet feels like a longing look back at "The Good War." It’s a simplified version of heroism where the enemies are clearly defined (and easily defeated by a talking fish) and the home front is united. Even though it’s a comedy, it carries that post-WWII American confidence.
Actionable Insights for Fans and Collectors
If you're looking to revisit Henry Limpet’s adventures, here is the current state of the franchise:
The Best Way to Watch
The movie was remastered for Blu-ray a few years back. If you’ve only ever seen it on a grainy VHS or a 480p television broadcast, the Blu-ray is a revelation. The colors in the animated sections are incredibly sharp. You can actually see the brushstrokes on the backgrounds.
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Collectibles and Rarities
The original 1964 Dell comic book adaptation is a hot item for collectors. It features artwork that differs slightly from the film’s final animation style. Also, keep an eye out for the original soundtrack on vinyl; the cover art is classic mid-century kitsch.
The Book vs. The Movie
Most people don't realize the movie is based on a 1942 novel by Theodore Pratt. The book is actually a bit more cynical and satirizes the bureaucracy of the military. If you’re a fan of the film, finding a vintage copy of the novel is a great way to see how the story was "Disney-fied" for the big screen.
Visiting the "Set"
While much of the movie was filmed on soundstages, the Navy footage features real ships from the era. Many of the "destroyer" shots used the USS Abbot. While the Abbot was eventually scrapped, you can visit similar Fletcher-class destroyers at museums like the USS Kidd in Baton Rouge to get a feel for the environment Henry Limpet was "protecting."
The Legacy of the "Thrum"
The "thrum" sound effect became an iconic piece of sound design. It was created by manipulating audio tapes and was meant to represent a sound that only fish and sonar could pick up. It’s a great example of early 60s sound experimentation.
The movie ends with Henry staying in the ocean. He doesn't turn back into a human. He chooses the sea. There’s something strangely beautiful about that. He found a world where his "weaknesses"—his small stature and his glasses—weren't weaknesses at all. In the water, he was a hero.
To get the most out of a re-watch, pay attention to the background characters in the animated sequences. The fish designs are incredibly creative and reflect the specific "house style" of Warner Bros. at the time, which was much more experimental than Disney's more grounded approach. If you’re a fan of animation history, it’s a masterclass in how to animate character through movement rather than just dialogue. Check out the 50th-anniversary featurettes if you can find them; they detail the technical hurdles of filming the "underwater" live-action scenes, which involved a lot of clever lighting and dry-for-wet camera techniques.