The Incredible Mr. Limpet ()

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Meek and mild mannered bookkeeper Henry Limpet has few passions in life. It's mid-1941 and he would love to join the Navy but has been rated 4F. His friend George Stickle is in the Navy and lays it on pretty thick. If Henry could have one... See more »


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Cast verified as complete

Henry Limpet
Bessie Limpet
George Stickel
Admiral P.P. Spewter
Nazi Admiral (as Oscar Beregi)
Fleet Admiral
Ladyfish (voice)
Crusty (voice)
Rest of cast listed alphabetically:
Peter Adams ...
Lieutenant (uncredited)
Officer at Fleet Admiral's Meeting (uncredited)
Short Fisherman (uncredited)
Nazi Officer (uncredited)
Sonar Man (uncredited)
Sailor (uncredited)
Giggling Girl (uncredited)
Sailor (uncredited)
Passerby / Naval Officer at Meeting (uncredited)
Nazi Officer (uncredited)
Dan Dowling ...
Naval Officer at Meeting (uncredited)
Harold Dyrenforth ...
U-Boat Captain (uncredited)
Louie Elias ...
Sailor (uncredited)
Lisabeth Field ...
Miss Barnes (uncredited)
Logan Field ...
Lieutenant (uncredited)
Fred Fisher ...
Officer at Fleet Admiral's Meeting (uncredited)
Walter Friedel ...
Nazi Officer (uncredited)
Wesley Gale ...
Man Staring Into Window (uncredited)
Marv Goux ...
Nazi Officer (uncredited)
John Hale ...
Sailor (uncredited)
Sam Harris ...
Officer at Fleet Admiral's Briefing (uncredited)
Scientist (uncredited)
Joseph La Cava ...
Officer at Fleet Admiral's Briefing (uncredited)
Mike Lally ...
Naval Officer at Meeting (uncredited)
Officer at Fleet Admiral's Briefing (uncredited)
Boat Captain (uncredited)
Henry Norell ...
Sailor (uncredited)
Jack Pepper ...
Sport Fishmern (uncredited)
Montie Plyler ...
Helmsman (uncredited)
Felix Reinsch ...
Submarine Captain (uncredited)
Waclaw Rekwart ...
Passerby (uncredited)
Heinz Sadler ...
Sonar Man (uncredited)
Old Man in Shipping Office (uncredited)
Jack Shea ...
Sailor (uncredited)
John Truax ...
Policeman (uncredited)
Edward Wermel ...
Scientist (uncredited)
Scientist (uncredited)

Directed by

Arthur Lubin
Gerry Chiniquy ... (uncredited) (animation sequences)
Robert McKimson ... (uncredited) (animation sequences)
Hawley Pratt ... (uncredited) (animation sequences)
Bill Tytla ... (uncredited) (animation sequences)

Written by

Jameson Brewer ... (screenplay) &
John C. Rose ... (screenplay)
Joe DiMona ... (adaptation)
Theodore Pratt ... (novel)
John W. Dunn ... (animation story supervisor) (uncredited)

Produced by

John C. Rose ... producer

Music by

Frank Perkins

Cinematography by

Harold E. Stine ... director of photography (as Harold Stine)

Film Editing by

Donald Tait

Art Direction by

LeRoy Deane

Set Decoration by

William L. Kuehl

Makeup Department

Gordon Bau ... makeup supervisor
Jean Burt Reilly ... supervising hair stylist
Bill Phillips ... makeup artist (uncredited)
Louis Phillips ... makeup artist (uncredited)
Lenore Weaver ... hair stylist (uncredited)

Second Unit Director or Assistant Director

Sergei Petschnikoff ... assistant director
Edmond F. Bernoudy ... assistant director (uncredited)
Ira Stewart ... assistant director (uncredited)

Art Department

Pernella Butler ... ink and paint (uncredited)
Louise Cuarto ... ink and paint (uncredited)
Ann Guenther ... ink and paint (uncredited)
Adele Lenart ... ink and paint (uncredited)
Ashley Lupin ... ink and paint (uncredited)
Herbert Plews ... property master (uncredited)
Donna Purcell ... ink and paint (uncredited)
Marcia Sinclair ... ink and paint (uncredited)
Britt Teegarden ... ink and paint (uncredited)
Joyce Walker ... ink and paint (uncredited)
Nikki Zelenka ... ink and paint (uncredited)

Sound Department

Stanley Jones ... sound

Camera and Electrical Department

Bud Brooks ... camera operator (uncredited)
Paul Burnett ... gaffer (uncredited)
Sherman Clark ... still photographer (uncredited)
Weldon Gilbert ... grip (uncredited)
Stuart Higgs ... assistant camera (uncredited)

Animation Department

Gerry Chiniquy ... associate animation director: special piscatorial effects
Robert McKimson ... sequence director: special piscatorial effects
Maurice Noble ... animation production designer: special piscatorial effects
Don Peters ... background styling: special piscatorial effects
Hawley Pratt ... animation production designer: special piscatorial effects / associate animation director: special piscatorial effects
Bill Tytla ... supervising animation director: special piscatorial effects (as Vladimir Tytla)
Ruben Apodaca ... assistant animator (uncredited)
Art Babbitt ... animator (uncredited)
O.B. Barkley ... assistant animator (uncredited)
Brad Case ... layout artist (uncredited)
Bill Eigle ... assistant animator (uncredited)
Edward Faigin ... assistant animator (uncredited)
Joe Finck ... assistant animator (uncredited)
Hugh Fraser ... animator (uncredited)
Victor Haboush ... animation design (uncredited)
Lee Halpern ... animator (uncredited)
Ken Harris ... animator (uncredited)
Lew Irwin ... assistant animation supervisor (uncredited)
Bob Kirk ... assistant animator (uncredited)
Lin Larsen ... assistant animator (uncredited)
Art Leonardi ... animator (uncredited) / assistant animator (uncredited)
Ed Levitt ... layout artist (uncredited)
Bob Matz ... animator (uncredited)
Lee Mishkin ... animator (uncredited) / layout artist (uncredited)
Rosemary O'Connor ... layout artist (uncredited)
Virgil Raddatz ... assistant animator (uncredited)
Tom Ray ... animator (uncredited)
Phil Roman ... animator (uncredited)
Virgil Ross ... animator (uncredited)
Armand Shaw ... animation checking (uncredited)
Ben Shenkman ... assistant animator (uncredited)
Dick Ung ... layout artist (uncredited)
Alan Zaslove ... animator (uncredited)

Costume and Wardrobe Department

Rose Brawd ... wardrobe (uncredited)
Bob Richards ... wardrobe (uncredited)

Music Department

Carl Brandt ... orchestrator
Frank Perkins ... conductor
George 'Red' Callender ... musician: tuba (uncredited)

Script and Continuity Department

Jules Miliman ... script supervisor (uncredited)

Additional Crew

John W. Dunn ... story developer: special piscatorial effects (as John Dunn)
Crew believed to be complete

Production Companies




Special Effects


Other Companies



Plot Summary

Meek and mild mannered bookkeeper Henry Limpet has few passions in life. It's mid-1941 and he would love to join the Navy but has been rated 4F. His friend George Stickle is in the Navy and lays it on pretty thick. If Henry could have one thing it would be to become a fish. While on a visit to Coney Island, Henry falls into the water and miraculously gets his wish. Now a fish, he makes friends, Ladyfish and Crusty the hermit crab and loves his new life. He also uses his abilities to help the US Navy locate and sink Nazi U-Boats, forcing the Germans to create a new weapon to deal with the Allies secret weapon. When years later the Navy finds intelligent activity among dolphins, they may also know who is teaching them. Written by garykmcd

Plot Keywords
Taglines GLUB! The Face That Launched A Thousand Torpedoes! See more »
Parents Guide Add content advisory for parents »

Additional Details

Also Known As
  • Be Careful How You Wish (United States)
  • Un pez con gafas (Spain)
  • A hihetetlen Mr. Limpet (Hungary)
  • O Incrível Sr. Limpet (Brazil)
  • 秘密兵器リンペット (Japan, Japanese title)
  • See more »
  • 99 min
Aspect Ratio
Sound Mix
Filming Locations

Did You Know?

Trivia This was the final animated film work released by Warner Brothers before the animation studio was shut down. Warners would continue to release theatrical shorts produced by Depatie-Freleng Enterprises until 1969. See more »
Goofs The Nazi Admiral and naval staff are all wearing US Navy uniforms (complete with rank strips and stars signifying their status as US officers of the line) but with swastikas on their caps and Maltese crosses in place of neckties. See more »
Movie Connections Referenced in Gomer and the Dragon Lady (1964). See more »
Soundtracks The Mr. Limpet March (Super Doodle Dandy) See more »
Crazy Credits Our thanks to the Department of Defense, and especially the U.S. Navy, without whose authorization this heretofore carefully guarded "military secret" could not have been told. See more »
Quotes Henry Limpet: What if I told you I used to be a human being?
Ladyfish: I don't care how terrible your past was, Limpet.
See more »

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