The Incredible Mr. Limpet

The Incredible Mr. Limpet is a 1964 American live-action/animated comedy film from Warner Bros.[1] based on the 1942 novel, Mr. Limpet by Theodore Pratt. It is about a man named Henry Limpet who turns into a talking fish resembling a tilefish and helps the U.S. Navy locate and destroy Nazi submarines. Don Knotts plays the title character. The live action was directed by Arthur Lubin, while the animation was directed by Bill Tytla, Robert McKimson, Hawley Pratt, and Gerry Chiniquy. Music includes songs by Sammy Fain, in collaboration with Harold Adamson, including "I Wish I Were a Fish," "Be Careful How You Wish," and "Deep Rapture."

The Incredible Mr. Limpet
Theatrical poster
Directed byArthur Lubin
Produced byJohn C. Rose
Written byJoe DiMona
Jameson Brewer
John C. Rose
Based onnovel Mr Limpet by Theodore Pratt
StarringDon Knotts
Carole Cook
Jack Weston
Music byFrank Perkins
CinematographyHarold E. Stine
Edited byDonald Tait
Distributed byWarner Bros.
Release date
  • March 28, 1964 (1964-03-28)
Running time
99 minutes
CountryUnited States


The story begins in the modern times of 1964, where George Stickle (a high ranking naval officer) and Admiral Harlock discuss how porpoises in the ocean are displaying unique characteristics, and suspect that a former top secret asset may be teaching the creatures in the ocean these abilities. They reveal that this asset used to be Henry Limpet.

The story flashes back to September 1941 just before the attack on Pearl Harbor. Henry Limpet, a shy bookkeeper, loves fish with a passion. His friend George Stickle is a machinist in the United States Navy. Limpet's wife Bessie is fiercely patriotic so Limpet tries to enlist, but is rejected because of his poor eyesight.

While Stickle is on leave and visits Limpet and Bessie, they go to Coney Island where Limpet accidentally falls off a pier into the water. Inexplicably, he finds he has turned into a fish. Since he never resurfaces, Bessie and George assume he has drowned.

The fish Limpet, complete with his signature pince-nez spectacles, discovers a new-found ability during some of his initial misadventures, a powerful underwater roar, his "thrum". He makes friends with a misanthropic hermit crab named Crusty. He then saves and falls in love with a female fish he names Ladyfish, the concept of names being unknown to her.

After the attack on Pearl Harbor, Limpet finds a Navy convoy and directs them to a nearby German U-boat. Determined to help the Navy on an ongoing basis, Limpet contacts the convoy and requests to see George. With George's help, Limpet gets himself commissioned by the Navy, complete with advancing rank and a salary, which he sends to Bessie. He helps the Navy locate Nazi U-boats by signaling with his "thrum", and plays a large part in the Allied victory in the Battle of the Atlantic. In his final mission, he is nearly killed when the Nazis develop a "thrum" seeking torpedo, and is further handicapped by the loss of his spectacles. He manages to survive using Crusty as his "navigator", and sinks a number of U-boats by redirecting the torpedoes. After the battle, he swims to Coney Island to say goodbye to Bessie, who gives him a replacement set of glasses. He then swims off with Ladyfish.

In the film's coda, back in 1964, George and the Admiral travel out to sea to contact Limpet about whether he is training the porpoises. It is unknown what became of the conversation, for the movie ends with a question mark, but many "thrum"s are heard.


This was the last film of Larry Keating and Charles Meredith; both died not long after it was finished.


The film was based on a novel by Theodore Pratt which was published in 1942.[2]

Jon Rose and Jonathan Brewer wrote the script, with Rose producing through Warners. Don Knotts signed in March 1962. He planned on making the film on hiatus from The Andy Griffith Show. It was his first lead role in a film.[3] Lubin signed to make the film in July.[4]

Filming took place on the Warners backlot in July 1962.[5]

Both Don Knotts and Elizabeth MacRae (Limpet and Ladyfish) were employed in Andy Griffith's Mayberry franchises, respectively as deputy Barney Fife and Lou-Ann Poovie, Gomer Pyle's girlfriend in the later seasons of Gomer Pyle, U.S.M.C..

During World War I and World War II, there was a mine known as a limpet, a type of naval mine attached to a target by magnets named because of their superficial similarity to the limpet, a type of mollusk. "Das Limpet" was the German Navy's identification of Don Knott's character.

The destroyer USS Alfred A. Cunningham was the naval ship featured in this film. Another ship used in filming was the cruiser USS Galveston, which was referred to as USS Los Angeles in the film. The cruiser USS Los Angeles was offered for use at the time of pre-production planning, but was decommissioned late 1963, before principal filming began. Here lies a double anachronism, in that Los Angeles was not commissioned until late 1945, and Galveston had been converted to a guided missile cruiser, and clearly shows her 1960s configuration with large radars and missile launchers in place of her removed gun turrets.

The final project for Warner Bros. Cartoons at the studio was making the animated sequences, directed by Robert McKimson, for The Incredible Mr. Limpet.[6][7]


The film had its premiere on January 20, 1964 at the Weeki Wachee Springs Underwater Theater in Spring Hill, Florida.[8] It was the world's first underwater movie premiere. The film went into general release on March 28, 1964.

Knotts called the film "very very good."[9]


The Los Angeles Times said the film would induce "many laughs" and also "a tear or two."[10]

Diabolique magazine called it "overlong and clearly budget challenged but full of charm, and is reminiscent of the Francis movies... an extremely likable story."[11]

The film had its television premiere on CBS on December 29, 1968, as part of The CBS Friday Night Movies, it was the first CBS feature matinee to air during that program.

Home Media

The Incredible Mr. Limpet was released by Warner Home Video on VHS in 1990. On December 3, 1994, the film was reprinted on VHS. On October 1, 2002, it was released on DVD. On August 7, 2012, Warner Home Video released the film in high definition on Blu-ray Disc.

Proposed live-action remake

The project entered development in 1996 when Steve Rudnick and Leo Benvenuti were hired as writers for a remake of The Incredible Mr. Limpet.[12] By 1997, Jim Carrey entered negotiations to star in the title role,[13] and was confirmed in February 1998 with Steve Oedekerk hired as the writer and director.[14][15] Knotts was aware of plans for the remake, which he wrote about in his autobiography, and offered his support. Roughly $10 million was spent on animation tests to digitally map Carrey's motion-captured human face onto a fish's body, which produced disastrous results. By March 1999, Oedekerk left the project following creative differences,[16] while Carrey followed suit in July.[17] In April 2000, Warner Bros. hired Beavis and Butt-head creator Mike Judge as director and co-writer, with Robin Williams, Chris Rock, Mike Myers, and Adam Sandler in consideration for the lead role. Filming was set to begin early 2001.[16][18]

In June 2009, it was announced that Enchanted director Kevin Lima was attached to direct.[19] In 2010, it was reported that Zach Galifianakis was in talks of the lead role.[20] In March 2011, Richard Linklater entered negotiations to helm the project,[21] and was announced as the director in January 2014.[22] That same month, Femke Wolting and Tommy Pallotta had begun working on the design and animation on the project while Galifianakis will reportedly play the lead character.[23] On July 8, 2014, it was announced that Jon Hamm, Danny McBride, Sarah Silverman, Kevin Hart, Josh Gad, Keegan-Michael Key, and Jordan Peele entered talks for various roles in the film.[24] On August 4, Linklater left the project to concentrate on his next film That's What I'm Talking About (released in 2016 as Everybody Wants Some!!).[25]

Comic book adaptation

  • Dell Movie Classic: The Incredible Mr. Limpet (August 1964)[26][27]

See also


  1. Variety film review; January 22, 1964, page 6.
  2. Of Fish and Men: MR. LIMPET. By Theodore Pratt. Drawings by Garrett Price. 144 pp. New York: Alfred A. Knopf. $2. B S. New York Times 18 Jan 1942: BR19.
  3. Don Knotts to Star in Cinema Fantasy: Comic Will Turn Into Fish and War Hero in 'Mr. Limpet' Hopper, Hedda. Los Angeles Times 9 May 1962: D16.
  4. Lubin Directs 'Limpet' Los Angeles Times 11 July 1962: C11.
  5. Knotts Gets Watered-Down Role Thomas, Bob. Chicago Daily Tribune 22 July 1962: h16.
  6. Barrier, Michael (1999). Pg. 562–3.
  7. "Archived copy". Archived from the original on February 2, 2010. Retrieved June 14, 2009.CS1 maint: archived copy as title (link)
  8. Presidential Films Still Being Revised: Song Lyrics Also Affected; 'Venetian Affair' for Elke Scheuer, Philip K. Los Angeles Times (1923-1995); L12 Dec 1963: C29.
  9. Entertainment: Don Knotts Faces Big Career Decision Crossroads Offer More TV, Movies or Broadway Comedy Hopper, Hedda. Los Angeles Times 7 Jan 1964: B6.
  10. DEEP-SEA FANTASY: 'Mr. Limpet' Fishy, Funny Scheuer, Philip K. Los Angeles Times 18 Mar 1964: D17.
  11. Vagg, Stephen (14 September 2019). "The Cinema of Arthur Lubin". Diabolique Magazine.
  12. Variety Staff (December 2, 1996). "TENPERCENTERIES". Variety. Retrieved July 11, 2014.
  13. "Carrey stuck on 'Limpet'". Variety. May 20, 1997. Retrieved July 11, 2014.
  14. Fleming, Michael (February 1, 1998). "'Limpet' nets Oedekerk, hooks Carrey". Variety. Retrieved July 11, 2014.
  15. Amidi, Amid (February 24, 2014). "Richard Linklater Will Remake 'Incredible Mr. Limpet'". Cartoon Brew. Retrieved March 1, 2014.
  16. Harris, Dana (April 18, 2000). "Judge trolling 'Limpet' seas". Variety. Retrieved July 11, 2014.
  17. Petrikin, Chris (July 2, 1999). "Carrey throws 'Limpet' back". Variety. Retrieved July 11, 2014.
  18. Billington, Alex (June 11, 2009). "Kevin Lima Remaking Don Knotts' The Incredible Mr. Limpet". First Showing. Retrieved March 1, 2010.
  19. Goldberg, Matt (June 11, 2009). "ENCHANTED Director Kevin Lima Swims With THE INCREDIBLE MR. LIMPET". Collider. Retrieved March 1, 2013.
  20. Zeitchik, Steven (June 14, 2010). "Zach Galifianakis could be a fish (and the new Don Knotts)". Los Angeles Times. Retrieved March 1, 2014.
  21. "Richard Linklater Eyed for The Incredible Mr. Limpet". CraveOnline. Retrieved 2011-12-01.
  22. Fischer, Russ (January 29, 2014). "Richard Linklater Reunites With 'Waking Life' Team for 'The Incredible Mr. Limpet' Remake". SlashFilm. Retrieved March 1, 2014.
  23. Macnab, Geoffrey (January 28, 2014). "Documentary duo join Richard Linklater's The Incredible Mr Limpet". Screen Daily. Archived from the original on March 8, 2014. Retrieved March 1, 2014.CS1 maint: BOT: original-url status unknown (link)
  24. Sneider, Jeff (July 8, 2014). "Jon Hamm Circling Richard Linklater's 'Incredible Mr. Limpet' Remake". The Wrap. Retrieved July 9, 2014.
  25. Ford, Rebecca; Kit, Borys (August 4, 2014). "Richard Linklater Exiting 'The Incredible Mr. Limpet' Remake". The Hollywood Reporter. Retrieved August 5, 2014.
  26. Dell Movie Classic: The Incredible Mr. Limpet at the Grand Comics Database
  27. Dell Movie Classic: The Incredible Mr. Limpet at the Comic Book DB (archived from the original)
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