Cool World: Ralph Bakshi’s Black Sheep

Let’s pretend for a moment that I’m telling you about a movie I’ve just seen. If I were to tell you that it was an animated/live-action film noir starring Brad Pitt, set in a dark and dangerous world that was basically “Toontown meets Vegas meets Hell”, you might rightfully think this was a pretty cool picture. Unfortunately, once you actually got around to seeing it for yourself you would almost certainly be disappointed with the result. Such is the case with one of the weirdest, wildest animated films to come out of the ’90s, Cool World.

Cool World is a movie I have a complicated relationship with. It’s an obviously flawed film, preserving its creator’s subversive streak but drowning out his signature voice and the social commentary that was central to his best films, and the experience making it permanently soured its creator on working with Hollywood—and despite said flaws, it’s one that I happen to have a particular soft spot for.

To understand Cool World, first you have to be familiar with one name: Ralph Bakshi. Bakshi is a pioneer in the field of animation, almost singlehandedly creating the idea of animation that was aimed strictly at adults. If it wasn’t for the subversive work that Bakshi has done, we likely wouldn’t have the likes of The Simpsons, South Park, Rick and Morty, or really any animation that’s aimed strictly at a grown-up audience.

His first film Fritz the Cat was the first X-rated animated picture, simply because at the time there was no concept of animation for adults, and to this day is the most successful independent animated feature of all time. He went on to make several more seminal pieces of adult animation, including Heavy Traffic, American Pop and Coonskin. His series Spicy City on HBO was the first “adults only” animated series, coming a little over a month before the premiere of South Park—stuff like Liquid Television had previously existed but wasn’t explicitly marketed as being for adults. And Cool World was the last feature film Bakshi would ever make, with his experience making it playing a big role in his decision to retire from the animation industry.


Image from Cool World: Holli Would dancing in her apartment with a projector in the background showing an old movie

Cool World was a production that was seemingly doomed from the start. Bakshi had initially pitched the film as an R-rated horror movie that was a hybrid of live-action and animation, centered around an underground cartoonist who goes on to father a half-human, half-cartoon child that goes onto chase its father to the real world to confront and kill him. Paramount Pictures bought the idea, but producer Frank Mancuso Jr. decided that instead of going for a hard R, the film should instead aim for a PG rating to try and bank on the success of Who Framed Roger Rabbit. As Bakshi tells it, he was handed a new script on the first day of production, leading to him getting into a physical altercation with Mancuso—and being threatened by a potential lawsuit from Paramount if he didn’t complete the film.

Things only got more difficult from there. Bakshi had originally cast Brad Pitt in the role of Jack Deebs and Drew Barrymore as Holli Would, but the studio overruled him and instead cast Pitt as Frank Harris, Kim Basinger as Holli given that she was a bigger potential box office draw, and Gabriel Byrne as Deebs. According to Bakshi, Basinger herself attempted to rewrite the film about halfway through production because she “thought it would be great […] if she would be able to show this picture in hospitals to sick children […] I said, ‘Kim, I think that’s wonderful, but you’ve got the wrong guy to do that with.’”

After all the difficulties and conflicts that arose throughout production, it’s not really surprising that it feels like Bakshi mostly phoned it in on the film; in his own words “…I thought that maybe I could just have fun animating this stuff, which I did.” His animators never received a screenplay, simply being told to “do a scene that’s funny, whatever [they] want to do,” leading to the film’s overall lack of focus.

Image from Cool World: In a nightclub, a group of wolves dressed in suits is depicted leer at Holli Would, who is performing at the far left of screen.
Our first glimpse of Holli features one of the more glaring technical errors in the film, as we can clearly see her being rendered in as the camera pans to her

The first major problem with Cool World is that despite its intriguing premise, there’s very little in the way of actual plot stretched over an hour and a half of runtime. Things frequently spiral out into random tangents, and when the plot does reappear it’s usually introducing new elements that weren’t previously built up or hinted out. Holli initially only wants to be human and live in the human world, but when we get to the film’s climax it seems like her plan was to unleash the residents of Cool World into the human world with her. It’s not even really explained how getting it on with a human turns a doodle into a human, or how people even get to Cool World—at first, there’s a MacGuffin called the Spike of Power that seems central to moving between the worlds, but this is only remembered when the plot calls for it. There’s a lot that isn’t really explained in any meaningful way. Worst of all, after Holli finally does the deed with Deebs and becomes human, we follow her and Deebs to the real world, meaning that most of the last half of the film is stuck in the comparatively dull environment of real-world Las Vegas.

Performances are a mixed bag: Brad Pitt nails it as Harris, bringing a no-nonsense intensity to the role; Kim Basinger is exquisite as Holli—until she becomes human, when it turns into a standard “reading off cue cards” Basinger performance; and Gabriel Byrne is…there, there’s nothing really wrong with his performance, it just isn’t much of a performance at all, he’s kind of just there to be the means to an end for Holli.

Secondly, the film has one glaring technical issue that simply shouldn’t exist in a film of this nature, especially with a not insubstantial budget of $28 million: the compositing between the animation and live-action is not convincing in the slightest. That this comes a full four years after Who Framed Roger Rabbit had gone to painstaking lengths to make give its cartoon characters a real sense of physical space as they interacted with both live-action actors and objects is especially egregious. There’s other nitty-gritty stuff you notice throughout—in the scene where we’re first introduced to Holli, you can see the character being rendered in as we pan over to where she’s dancing, for instance—but even something like that isn’t as bad as having an immersion-breaking flaw in your film’s main draw.

And yet…

Despite everything wrong with the film, it’s one that I’ve watched again and again, and there’s a lot to like despite its flaws.


Image of Cool World: a night scene of downtown Cool World, a building on the far left has a leering face and is smoking a cigarette, while another one on the right has an open mouth with what looks like roller coaster tracks coming out of its mouth
One of our first looks at Cool World, showcasing many aspects of the film’s signature aesthetic

Visually, it’s one of the most jaw-droppingly exquisite films you’ll ever see. Cool World itself is a beautifully surreal psychedelic cross between a cartoon Vegas and cartoon hellscape. Buildings twist and turn around themselves as they stretch into the sky, many of them bearing gaping, disturbingly well-drawn human mouths. Roads are built with supports that bring them closer to roller coaster tracks. Garish neon signs constantly flicker with the temptation of whatever pleasure you want. The film also frequently makes use of live-action sets that look like living, walk-through paintings, a look Bakshi had long wanted to achieve. Characters are well animated, evoking several eras of classic animation, such as early era Fleischer insanity or Chuck Jones lunacy. Holli is a particular standout as an equal parts seductive and mildly deranged Jessica-Rabbit-for-grownups type with a feisty, bratty streak.

Meanwhile, the feel of the film’s world is one of mind-bending insanity and vice: a bonkers, dark version of ToonTown filled with seedy back alleys and almost nonstop cartoon violence and chaos. Even scenes of exposition will often have chaotic animated sequences randomly appearing in the foreground. Characters in question don’t even acknowledge them, leading to the sense that this is just how things are in this world.

Even the film’s lack of plot and lack of focus winds up contributing to this general sense of lunacy. One could imagine a Cool World series that simply followed Harris trying to keep some sense of peace in this seedy, chaotic underworld with whatever new insanity was being thrown his way that day.

Image from Cool World: Another night shot of Cool World. There are roller coaster-like roads running across the screen, a Mickey Mouse face on a watertower in the front left corner, and all the buildings are warped and include human mouths and eyes
Another night shot of Cool World. Note the roller coaster-like roads, the Mickey Mouse face on a water tower in the front left corner, and the warped buildings that often feature human mouths and eyes

The film’s soundtrack and score are both killer. The score is a jazzy blend of big band tunes while the soundtrack is a veritable who’s who of ‘90s EDM and dance music, including an original song by David Bowie that was actually his first piece of solo material in roughly three years at the time. It’s certainly built for a particular time, but it’s a soundtrack that’s perfect for the hazy, trippy lunacy that’s central to the film’s mood.

So what is Cool World? Funny enough, the film itself winds up being close to what Bakshi had originally pitched: a half cartoon, half live-action abomination that’s roughly one-quarter Bakshi and seventy-five percent Mancuso and Basinger’s rewrites and retoolings. It’s a film that three different parties tried to take in a different direction, leading to something that didn’t appeal enough to any of the audiences they were trying to draw in. In perhaps a little bit of vindication for Bakshi, designer Milton Knight noted that the premiere audience he saw the film with was one of many that wanted a wilder, raunchier Cool World more in line with Bakshi’s original vision.

Since the beginning, there have been two trademarks of Bakshi’s feature films: social commentary and subversion. Bakshi was able to establish an alternative to mainstream animation by taking a medium that at the time was aimed towards children and using it to tell more satirical or dramatic stories featuring subjects that were considered taboo at the time. Fritz the Cat followed its protagonist as he drops out of college on a whim and accidentally starts a race riot before becoming a left-wing revolutionary, serving as a satire of the free love movement and criticism of dishonest political activism and the countercultural movement of the late ’60s. Coonskin took the traditional characters of Br’er Rabbit, Br’er Fox, and Br’er Bear and saw them rise to the top of the organized crime racket in Harlem, juxtaposing stereotypical designs of African-Americans with even more negative depictions of white racists as a means of attacking racial stereotypes by portraying them directly. Even Wizards, the first film in Bakshi’s fantasy era, is about a battle between two wizards in a post-apocalyptic Earth, one representing the forces of magic and the other representing the forces of technology with the evil wizard making use of a projector and Nazi propaganda that’s been enhanced by magic for use in psychological warfare.

This subversive streak still manages to show through somewhat in Cool World. Again, the titular setting serves as a twisted version of ToonTown for grownups—or as close as one could get while still keeping a PG-13 rating. We see characters gambling, having sex, drinking, and—in one particularly memorable sequence—urinating on a car full of police officers. Despite Mancuso and Basinger’s best efforts, this is not an animated film that parents were going to bring their young or even adolescent children to see. 

On the other hand, what’s almost completely missing is Bakshi’s voice. Any sense of social commentary that might have existed in an earlier draft is completely lost in rewrites, replaced with juvenile comedy meant to try and capture the Who Framed Roger Rabbit audience that’s consistently at odds with the gritty, more adult world that Bakshi had tried to portray. The result is a film that is at best a watered-down version of what Bakshi had aimed to achieve within the medium, and you can’t really blame him for putting Hollywood behind after how the film turned out. 

Yet, it’s still a movie that can be enjoyed—if you happen to fall into either one of two distinctive groups. The first is the Ralph Bakshi completionists, the sort of people (like me) who spend far too much time in the dark corners of the internet trying to track down old Mighty Mouse episodes or decent rips of Spicy City. The second group is a bit more abstract, best described as a loosely connected group of “adult animation enthusiasts”, people who (again, like me) think something like Rock & Rule is an absolute masterpiece. So despite everything Cool World remains a film that remains near and dear to my heart—and if you find the film to be your jam, it can be a potent gateway into the canon of a true animation visionary.

Written by Timothy Glaraton

Writer. Editor. U of M Graduate.

One Comment

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  1. Loved this movie when I was a kid in the 90’s. I rented it time and time again, and have very fond memories of laughing myself into hysterics at the sexual humor mixed with cartoons. It was something I had never seen before, and as a prepubescent boy, it felt bold, edgy, and absolutely hilarious. Great article about this forgotten little gem.

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