Why Should I Worry?

Oliver & Company puts a Disney twist on Charles Dickens’ classic tale. The idea simply came from a pitch meeting after the failure of The Black Cauldron. Someone said Oliver Twist with dogs and they went with it. Disney really did a lot of animal versions of classic stories at the time. Well this was Walt Disney animations twenty-seventh film and the last of the Dark Age. It’s definitely dark in places, but it could have been much darker. Thankfully they kept Oliver & Company lively and upbeat. I have seen a traditional version of Oliver Twist. Namely the Oscar winning Oliver!, but that was long after Disney’s contemporary animal take on it. Oliver & Company is one of my most beloved forgotten Disney movies from my childhood. My brother even sang its signature song on his tricycle. We watched the film many times.

Oliver & Company replaces 1800’s London with modern day New York City. Along with animated product placement came the use of contemporary music. After its minimal use in The Great Mouse detective, this was the first Disney movie to extensively use CAPS (Computer Animation Production System). Mostly for the skyline, vehicles, and climax. The rest of the animation is still rather crude, but charming. Oliver is now an orange Tabby cat. Like the original orphan, Oliver is sadly left to fend for himself. He encounters cool street smart mongrel Terrier Dodger. Rather than pickpocketing children, Dodger and his gang are just dogs trying to survive. Instead of a criminal older man, Fagin is a more sympathetic poor dog owner who owes Sykes money. Sykes of course is the main villain, but he’s now depicted as a ruthless loan shark. His Bull-Terrier is replaced by equally cruel Dobermans Roscoe & DeSoto.

Oliver ends up in the gang of colorful canines. There’s the caring Saluki Rita, the dim-witted Great Dane Einstein, the sophisticated Bulldog Francis, and the energetic Chihanua Tito that only Cheech Marin could voice. The kindly rich man who adopts Oliver is replaced by the just as kind little girl Jenny. She and her butler take him in much to the shagrin of purebred poodle Georgette. Long story short, Oliver is “rescued,” then used by Fagin to get Sykes’ money. He gives Oliver back, but Jenny is kidnapped. So everybody bands together to get her back. The climax is the darkest thing in the movie. Sykes’ dogs fall off his speeding car onto electrified train tracks and he dies himself when a train collides with his car. In the end, Oliver stays with Jenny and the gang remain close friends. The 80’s music is what I really love about Oliver & Company. You’ve got Huey Lewis singing “Once Upon a Time in New York City,” Ruth Pointer with “Streets of Gold,” Bette Midler singing a song by Barry Manilow, and the catchiest tune/personal favorite, Billy Joel performing “Why Should I Worry.” Oliver & Company ended this complicated era on an easy going note.

41. Oliver & Company

Oliver and company

Basil of Baker Street

The Great Mouse Detective is the definitive mouse version of Sherlock Holmes. As strange as that sounds, it’s true that it wasn’t Disney’s decision to replace characters with animals. Not like what they did with Robin Hood. It was just a coincidence that the book Basil of Baker Street already existed. Although the story of a mouse world that mimics the human world is very similar to The Rescuers. The Black Cauldron and The Great Mouse Detective were both made simultaneously. The latter was considered an alternative for anyone who didn’t like the former’s direction. It became the twenty-sixth Walt Disney animated feature in the process. The animation was made extra atmospheric to capture London. The only real gripe was with the generic title change. Because the studio head seriously thought audiences weren’t classy enough to appreciate its British title. Other generic joke titles were made in response.

Sherlock Holmes is a famous detective I’m familiar with, but haven’t seen many adaptations of. The Great Mouse Detective is a fair kid friendly introduction. However this is the Dark Age, so expect a ton of creepy imagery. Most of which comes from a jump scaring bat. It’s the main thing my brother and I remember about seeing The Great Mouse Detective at such a young age. Yet that didn’t stop us from enjoying the case. Like Holmes, Basil is a brilliant master of deduction. He gains a reluctant partner just like Watson named Dawson. “Why it’s elementary my dear Dawson.” The real Holmes and Watson do live above the mice, but no humans are ever seen. The case Basil takes is the missing father of plucky young mouse Olivia.

The bat that took him is working for the sewer rat equivalent of Professor Moriarty named Professor Ratigan (just don’t call him a rat). Vincent Price is deliciously evil in the role and having the time of his life. Especially when he feeds his henchman to his cat. The trio follow clues on a friendly hound to a disturbing toy store where the bat kidnaps Olivia. That brings the duo to a sleazy rat bar with a strangely curvy mouse as a burlesque singer. That leads to a trap, but Basil figures out a genius escape. It turns out Ratigan plans to replace the Queen with a clockwork robot and use it to give himself power. Ending in a thrilling climax inside Big Ben that uses impressive computer animated gear movement. The increasingly monstrous Ratigan falls to his death and Basil uses his quick wits to survive. The songs are scarce, but “The World’s Greatest Criminal Mind” is a highlight. By my powers of deduction, The Great Mouse Detective was just what Disney needed to encourage bigger and better things.

40. The Great Mouse Detective

Basil makes a deduction


The Black Cauldron is the woefully misguided disaster that nearly bankrupted Walt Disney Feature Animation. So why is it “the film that almost killed Disney?” Well this is the most radically different movie the studio made at the time. It’s both the twenty-fifth film and the first to receive a PG rating. When they call this the Dark Age, they’re referring to The Black Cauldron in particular. This unsurprisingly came out in the 80’s, when just about everything had to have an edgy mature tone. With other animation studios becoming genuine competition, Disney wanted their chance to appeal to an older audience. Resulting in a complicated production that made it the most expensive animated movie at the time.

The Black Cauldron is surprisingly the only human focused Disney movie of its era. All of the other films, like The Fox and the Hound, had animal protagonists. The human protagonists, the newly employed photo transfer animation, the Dolby Stereo sound, and the first use of computer animated enhancements all increased the budget. Only to have it bomb and not released on video for over a decade. The Black Cauldron is a rare official animated Disney film that my brother and I didn’t see when we were kids. We saw it as teenagers and have zero personal attachment to it. Like most fantasy adventures, The Black Cauldron is based on a series of books. Namely the obscure The Chronicles of Prydain. It’s about as generic a high fantasy tale as it is a Disney fairy tale. Taran is a generic farm boy and assistant pig keeper with a whiny dream to be a warrior. He lives with a generic maybe wizard named Dallben. The pig in question Hen Wen has the strangely specific power to see visions when looking into water.

Taran and Hen Wen set out to destroy the titular Cauldron before the generically evil John Hurt voiced Horned King can find it and raise a dead army. The Horned King is notably the most serious Disney villain created at the time. A generic gargoyle creature is always by his side. While on their adventure, Taran encounters the most annoying Disney sidekick ever created. The mush mouthed dog man Gurgi. Taran also teams up with a generic bard companion and lost Disney Princess Eilonwy. She has some backbone, but she’s still generic. Taran and Eilonwy also have no chemistry and argue a lot. He finds a magic sword, they encounter generic fairies, generic witches, and find the Black Cauldron. Not even Gurgi’s sacrifice is enough to elicit an emotion out of me. The movie is dark for Disney, but it could have been much worse. 12 minutes that included melting flesh, was removed because it was too scary for children. And to top it all off, there are no original songs. A cult following was started years after its release, but unlike most forgotten Disney movies, The Black Cauldron just doesn’t feel like Disney.

39. The Black Cauldron

Taran meets Princess Eilonwy

The Best of Friends

The Fox and the Hound is the unlikely tale of natural enemies that turned out to be the best of friends. As their twenty-fourth production, this was the first animated Disney movie released in the turbulent 80’s and the very first to have no Walt Disney involvement whatsoever. The rights to the book were purchased a year after Disney’s death and production only picked up 10 years after. The story was just as dark as everything else released at the time, but darker parts of the book still needed to be lightened up. Despite its initial success, The Fox and the Hound had one of the most troubled productions. The decade change meant the transition of legendary animators with several familiar younger animators. The age gap led to many story clashes. It got so bad that notable 80’s animation competitor Don Bluth left the company to start his own. Of course my brother and I watched The Fox and the Hound when we were younger, but only a few times due to the harsher tone.

The Fox and the Hound uses the natural enemies of a red fox and a hound dog to tackle social prejudice. Just like in Bambi, a young fox loses his mother to a hunter’s rifle. Caring motherly owl Big Mama helps find him a home. Pearl Bailey is a much more positively depicted black woman with soulful musical talent. In between the heavier story is a subplot about two birds trying to catch a caterpillar. Which doesn’t add much. It’s really the relationship between the poor Widow Tweed and fox that she raises as Tod that gives the film heart. On the other side is tempered hunter Amos Slade who relies on his aging hunting dog Chief before adopting a puppy hound dog named Copper. When the two cross paths, their childlike innocence makes them fast friends. It’s a precious friendship, but sadly life doesn’t always work out that way.

When they grow up, they’re destined to be enemies. Tweed leaves Tod in the forest and Copper becomes Slade’s lead hunting dog. Their first reunion ends in Chief being injured, but it would have made a lot more sense if he died. Tod falls for Vixie, but their happiness doesn’t last as the vengeful hunters try to put an end to them. Only a bear attack brings them together. Copper stands up for Tod, but they still go their separate ways in the end. The animation is much more high quality and the backgrounds are just as detailed as The Rescuers were. The music is mostly left to Big Mama and the most notable song is probably “Best of Friends.” Although it’s really the big name voices of Mickey Rooney, Kurt Russell, Corey Feldman, and Keith Mitchell that deserve a mention. The Fox and the Hound has a moral we’ve all heard before, but it takes enough chances to stand out.

38. The Fox and the Hound

Tod meets Copper

Followed by: The Fox and the Hound 2

Rescue Aid Society

The Rescuers finally places Disney mice in the forefront. Based on a series of children’s books of the same name, the project is one of many unmade ideas that Walt Disney attempted to make. The problem this time was the political overtone of the original story. The Rescuers was shelved for 15 years before finally becoming their twenty-third animated feature. Although its inclusion in the Dark Age is more clear than before based on the gloomier settings, there is a noticeable divide. The Many Adventures of Winnie the Pooh was perfect as a collection of already great work, but The Rescuers is the best for its ambitious if overlooked sense of adventure. Just like most forgotten animated Disney movies, The Rescuers was something I enjoyed as a kid regardless of its lesser known status. Once again thanks to my brother.

The Rescuers follows a secret organization of mice called the Rescue Aid Society. They’re like the U.N. except their goal is to rescue children. The child is precious little orphan Penny who always carries a Teddy bear (that looks suspiciously like Pooh). She sends a message in a bottle asking for help. So the unlikely duo of classy Hungarian mouse Miss Bianca and well meaning jainter mouse Bernard answer the call. Such an elegant mouse was fitting for previous collaborator Eva Gabor and such a nervous mouse was fitting for Bob Newhart. Their tiny adventure takes them to the orphanage where a mustachioed bespectacled cat tells Penny’s story. The unique thing about their world is that Penny is able to talk to the animals. Which saves a lot of time. It turns out Penny was taken by greedy business associates using her size to find a priceless diamond called the Devil’s Eye. The hideous pawn shop owner Madame Medusa is a grandiose Disney villain. She has the right hand man in Mr. Snoops and two alligator henchman, but she’s really just a discount Cruella de Vil.

Bernard and Miss Bianca take the plane-like albatross Orville to a dark bayou where several animal towns folk offer their assistants. Including a dragonfly that acts as a motor for a leaf boat. It’s a sad situation, but Penny’s mouse rescuers help her find the diamond and bring things to an exciting close. Penny is adopted and it’s clear that the blossoming couple have many more adventures on the horizon. The Rescuers still has simple sketchy animation, but there is a lot more effort that gives it more atmosphere. However, the film does have the biggest inappropriate blunder of any Disney movie. When a sneaky animator snuck a topless woman in the flying scene. As for the music, it’s more like Bambi where its not a musical. The only song that sticks out is the “Rescue Aid Society” song. The Rescuers deserves more attention, as its potential is unmistakably Disney.

37. The Rescuers

Bernard and Miss Bianca fly

Followed by: The Rescuers Down Under

Sweeter than Honey

The Many Adventures of Winnie the Pooh is the very first feature length film for everyone’s favorite silly old bear. It’s the twenty-second animated Disney movie and easily the best of the Dark Age. Probably because it’s the last to have any kind of involvement from Walt Disney. It was actually Disney’s daughter who inspired him to gain the rights to A. A. Milne’s beloved children’s classic Winnie-the-Pooh.

Since the story is so simple, a movie proved a tricky endeavor. So Disney settled on shorts instead. Each one introducing characters that would become Disney favorites. Winnie the Pooh may originate from literature, but he’s every bit the Disney icon that Mickey Mouse is. The Many Adventures of Winnie the Pooh is made up of all three shorts released before and after Disney’s passing. Robin Hood recycled a lot, but it’s really this film that was the easiest to make.

Winnie the Pooh and the Honey Tree – The first short came out in 1966 and is the last animated project released in Disney’s lifetime. Winnie the Pooh is a teddy bear of very little brain who lives in the quaint enchanted land the Hundred Acre Wood. A simple forest where animal residents live. Christopher Robin is an imaginative young boy who cares for all who live there. We’re first introduced to Pooh who’s made all the more iconic with his yellow fur and red t-shirt. Pooh of course loves nothing more than to enjoy a nice pot of honey. When he runs out, Pooh attempts to get more from the titular honey tree. The only real obstacle in the movie are the bees.

Pooh seeks help from Christopher Robin who’s in the middle of finding a tail for the gloomy Eeyore. We also see the wise Owl, the motherly Kanga, and her rambunctious child Roo. When the bees don’t fall for Pooh’s rain cloud idea, he seeks honey elsewhere. We’re then introduced to the very eccentric Rabbit. In a comical comedy of errors, Pooh is stuck in Rabbit’s hole and only his friends can get him out now. This short is a perfect introduction to all of Pooh’s best traits, but there is one problem. The inclusion of a character that wasn’t in the book. A whistling Gopher similar to the Beaver in Lady and the Tramp. His inclusion is distracting and a bit too Americanized for the British story.

Winnie the Pooh and the Blustery Day – The second short came out in 1968 and is the last animated short produced by Disney. Winnie the Pooh is seen thinking before a rather blustery day begins. In order to appease their British audience, the short rightfully introduces the easily frightened Piglet into the family. The wind is enough to blow Piglet away with Pooh holding on like a kite. They wind up in Owl’s tree house which is destroyed in the process. So Eeyore seeks to find him a new house.

That night Pooh is introduced to fan favorite character Tigger. The super energetic bounce loving goofball. On his way out, Tigger mentions Heffalumps and Woozles. So we’re treated to another trippy colorful elephant dream similar to Dumbo. The wind is replaced by rain that floods most of the Hundred Acre Wood. Pooh bravely rescues Piglet, but it’s Piglet’s willingness to give up his house that makes him a hero too. In the end it’s so nice to see every book character celebrate together. The delightful short was enough to earn Winnie the Pooh his first and only Academy Award for Best Animated Short Film.

Winnie the Pooh and Tigger Too – The third short came out in 1974 without any Disney involvement. Tigger is now the main character who has fun pouncing on anyone he sees. All the bouncing begins to get on Rabbit’s nerves. So he attempts to abandon him in the woods in an attempt to deter him, but Tigger is too clever for that. Pooh and Piglet find their way out and Tigger helps Rabbit out as well. The next seasonal change comes when winter begins. Tigger has fun bouncing with Roo, but let’s just say his bouncing gets out of hand.

They wind up in a tree where Tigger is too scared to get down. Rabbit makes him promise to stop bouncing, but what good is a Tigger that doesn’t bounce. This short proves why Tigger is such a fan favorite character. From his signature song to his fun loving disposition. It’s also here that the narrator takes an active part in the story. By turning the book so Tigger can use the words to get down. The most meta part of Winnie the Pooh is the fourth wall breaking mentions of the book they’re in. It’s the best way to link all the shorts together.

In conclusion, The Many Adventures of Winnie the Pooh ends with a sweet newly animated friendly exchange between Christopher Robin and Winnie the Pooh. They promise to remain friends as he prepares to go off to school. Winnie the Pooh is a character that I loved when I was a boy filled with imagination. But that was mostly when I was very little. As I got older I watched less and less. Thankfully I rewatched the movie several years later and couldn’t keep a smile off my face if I tried.

Winnie the Pooh is just the kind of character that’s impossible not to love. Thanks in no small part to Sterling Holloway, who’s voice is now synonymous with the silly old bear. Tigger, Eeyore, Piglet, Rabbit, Kanga, Roo, and Owl are an excellent ensemble that deserve just as much love. Pooh’s adventures are short and simple with lessons for all ages. The animation is fittingly simple and so is the music. I’ve always adored Winnie the Pooh’s theme song and Tigger’s high energy anthem. The Many Adventures of Winnie the Pooh is sweeter than honey.

36. The Many Adventures of Winnie the Pooh

Pooh and friends celebrate

ย Followed by: Winnie the Pooh

Oo-de-lally, Oo-de-lally, Golly What a Day

Robin Hood is the official Walt Disney animated adaptation of the well known legend of the famous thief who stole from the rich and gave to the poor. But it’s far from a definitive take on the story. The Legend of Robin Hood is dated as far back as the 13th-14th century. It’s been adapted too many times to count, but even though I’m very familiar with the rogue, I haven’t seen too many adaptations. Despite his complete lack of involvement, Walt Disney was inspired by the fable of Reynard the Fox in his early days of animation. The animal focused tale was paired with Robin Hood and that’s how the twenty-first movie was born. It may have been intended as a unique creative decision, but it was more likely done to save money.

Despite being a lad when I first saw Robin Hood, I don’t really have much attachment to it. Not like my brother does. Robin Hood is indeed set in the animal kingdom. All the familiar characters are replaced with suitable anthropomorphic animal counterparts except for the Merry Men. This is more of a buddy film focusing on Robin Hood and Little John walking through Sherwood forest. Being a sly English thief, Robin Hood is a fox. While Little John not so subtly looks and sounds exactly like Baloo the bear. His longtime sweetheart Maid Marion is of course a vixen and his archenemy the Sheriff of Nottingham is a greedy wolf. Like in most retellings, Robin Hood is beloved by the poor and reviled by Prince John (usurper to King Richard’s throne). The primary villain who’s a cowardly lion that sucks his thumb. There’s also town ally and badger Friar Tuck and rooster narrator Alan-a-Dale. Original animal characters include a chicken lady in waiting, a right hand snake that isn’t Kaa, and some kids that idolize the roguish hero.

Robin Hood gets his chance to see Maid Marian and show off his archery skills. Unfortunately, that puts an even greater strain of taxes on Nottingham. To the point Robin Hood has to rescue Friar Tuck from death and reclaim Prince John’s wealth for the town. The action is fun, but the sketchy animation holds back the grandness of a character like this. Next to The Jungle Book, Robin Hood has the most recycled animation. Particularly in a heavily recycled dance sequence that reuses scenes as early as Snow White and as recent as The Aristocats. The songs aren’t too memorable, but “Oo-De-Lally” and “The Phony King of England” are worth mentioning. Robin Hood has an audience, but it’s more for dedicated Disney fans than it is Robin Hood aficionados.

35. Robin Hood

Robin Hood and Little John walking through the forest

Everybody Wants to Be a Cat

The Aristocats is the first animated film made without the involvement of Walt Disney. Although it is the final animated movie Disney personally approved of. Before that Disney produced every animated feature before his death. So it was up to the studio to keep things going without him. Thus beginning the aptly named Dark Age of Disney with their twentieth project overall. It’s a fair name, since the 70’s and 80’s were a strangely dark time for animation. The Aristocats is based on a lesser known animal focused children’s book that was intended to be live-action. Disney only approved of it as a fun animated adventure. The setting of New York was also changed to London. Sketchy animation similar to the dog starring One Hundred and One Dalmatians was used along with lively jazzy tunes akin to The Jungle Book.

The Aristocats is something I enjoyed as a young kitten, but like the other films of its era, most of the story is difficult to remember without a rewatch. Plus I’m not much of a cat person. The Aristocats sets things in Paris, where a former high class opera singer cares for her aristocratic family of cats. Duchess is a strong caring mother voiced by the equally classy Eva Gabor. Her kittens include the feisty Toulouse, the romance loving Marie, and the shy Berlioz. Their owner has just named them the first inheritances of her great fortune. So her butler Edgar is understandably peeved. Making him a relatable Disney villain, because I know there are rich people in real life who give all their money to pets. Although Edgar’s actions of sedating the cats and abandoning them are inexcusable.

While on the road, Duchess and kittens meet Thomas O’Malley. A fun Baloo-like swinging alley cat also voiced by Phil Harris. He helps them on their trip home and it’s clear that love is in the air. Along the way encountering a colorful collection of animal helpers. There’s a rowdy set of dogs, a posh gaggle of geese, fun loving if culturally inappropriate alley cats, plus a horse, and great mouse detective with a poohish voice back home. Their not terribly memorable, but their help is greatly appreciated in their fight against Edgar. Just like Lady and the Tramp, O’Malley is welcomed into the family and all the cats rejoice. If there’s one thing that makes The Aristocats less forgotten, it’s the hip jazzy 70’s beats. Why the Scatman himself even plays the head Scat Cat. My personal childhood favorites are O’Malley’s smooth introduction song “Thomas O’Malley Cat” and the infectiously catchy “Ev’rybody Wants to Be a Cat.” That song and The Aristocats are enough to make anyone wish they were a swingin’ cat.

34. The Aristocats

Duchess and her kittens meet Thomas O’Malley


Psycho (1998) is the worst kind of remake. There’s nothing more pointless than a shot-for-shot remake of an untouchable classic. It’s neither clever nor creative. Even though Gus Van Sant is a capable director, I don’t know what made him think remaking Alfred Hitchcock’s Psycho was a good idea. One of his reasons is proving a movie can’t be 100% recreated, but you’re still left with an inferior version in the end. There’s no point in explaining the plot, because it’s the exact same movie practically word-for-word. Granted there are changes, but that only makes it worse.

The setting is now 1998 and apart from a stray walkman or price inflation, there’s no other reason for that change. A lot of the dialogue is still nothing anyone outside 1960 would say. Another problem is the use of color. It’s one thing to shoot in color, but it’s another to use it obnoxiously. Everything is bright and colorful with most dramatic scenes taking place in broad daylight. There’s no atmosphere. However, the biggest problem is the all-star cast. Anne Heche is not Marione Crane. Nothing she says or does feels believable. Julianne Moore, William H. Macy, Viggo Mortensen, Robert Forster, nobody feels natural. We know how these lines are supposed to be delivered, so it just feels off when other actors are repeating them.

But the worst casting choice is easily Vince Vaughn as Norman Bates. I can’t take him seriously in a role like this. Even worse when he’s dressed like “Mother.” Most of the smaller changes surround him. Specifically having him appear more perverted while spying on Marion or having out of nowhere images flash during his two stabbing scenes. The recreation of the shower scene misses the point of the original completely. The famous theme comes in late, there’s less obscured nudity, and color removes all tension. There’s nothing you can get out of Psycho (1998) that you can’t get 10 times better in the original.

6. Psycho

Marion Crane is stabbed in the shower

Remake of: Psycho (1960)

Before Bates Motel

Psycho IV: The Beginning is both the beginning and the end of the completely unnecessary Psycho franchise. It’s either the 4th installment or the 5th if you count another made-for-TV movie I didn’t see titled Bates Motel (no, not that Bates Motel). The difference between the two, is that Psycho IV retains both an R rating and Anthony Perkins. This was Perkins final time playing Norman Bates only a few short years before his death.

Psycho IV picks up with Norman once again released from an institution. Possibly for the first time, since there’s no mention of the pointless past altering events of Psycho II and Psycho III. It wouldn’t really make sense for Norman to be released after only 4 years anyway. Norman calls a radio talk show with the unusually specific topic of sons who kill their mothers using the name Ed (as a nod to the killer that inspired him). For whatever reason Norma Bates is played by the British Olivia Hussey. There mother-son relationship is explored in uncomfortable detail made worse by bad dialogue.

There’s another shower scene, but neither of the 2 previously mentioned kills have anything to do with it. An older Henry Thomas plays his first horror character as the younger Norman Bates. He’s good in the role since the original actor was their to help, but the inevitable murder of his mother and her boyfriend is just too overdramatized. Back in the present, Norman is revealed to be married with the intention of killing his wife. Let’s just say the ending is happier than you’d expect. Psycho IV: The Beginning proves some events are better left unseen.

5. Psycho IV The Beginning

Norma dresses Norman up like a girl

Preceded by: Psycho III