There’s a version of the late 1990s where Jim Carrey, the biggest comedy star on the planet, spends an entire movie as a talking fish fighting Nazi submarines. On this timeline, that didn’t happen. Instead, in the same year, he’d make The Truman Show and earn the best reviews of his life. But he nearly signed on to vanish into a cartoon instead.
Warner Bros. tried to make it happen. They really, really tried.
And then they saw the test footage.
A remake everyone wanted, for some reason
First, the source material. The Incredible Mr. Limpet came out in 1964. Starring Don Knotts fresh off The Andy Griffith Show, it followed Knotts’ character Henry Limpet, a meek Brooklyn bookkeeper who magically turns into an animated fish and helps the U.S. Navy win World War II. Yes, the premise is weird. But at least it made money, right? Wrong. The film mixed live-action with hand-drawn animation, flopped at the box office, and then eventually became a cult favorite through decades of TV reruns.
So, it was an odd thing to remake. But the 1990s were the golden age of dusting off old IP and supercharging it with shiny new computer effects. Space Jam, George of the Jungle, Inspector Gadget: Studios were betting big on nostalgia plus CGI. Naturally, a talking-fish comedy fit right in.
By 1996, Warner Bros. had writers attached for “a contemporary update” of The Incredible Mr. Limpet. Then came the dream casting.
Jim Carrey, at the absolute peak of his game
In February 1998, Variety confirmed it: Jim Carrey would play Henry Limpet, with Steve Oedekerk—his collaborator on Ace Ventura: When Nature Calls—set to write and direct, and Barry Levinson producing. A spring shoot was floated.
The timing is almost poetic. Carrey was on top of the world and had just become the first actor ever to command a $20 million paycheck for The Cable Guy in 1996. He was churning out movies left and right, simultaneously starring in Liar Liar, The Truman Show, and Man on the Moon in this exact window. A classic Hollywood Cinderella story that could end in one of two ways: enduring industry respect or with a fish wearing his face.
The very expensive problem
Here’s some Hollywood math for you. If you’re paying Jim Carrey $20 million or more, you are paying for that face. The rubber expressions. The googly eyes. The whole Carrey elastic instrument. Executives wanted to milk that. So, while the fish becomes fully animated in the original Mr. Limpet, somewhere in a studio boardroom, executives reportedly made a fateful call: even after Henry transforms into a fish, the audience had to still see Carrey’s actual human face.
Freaky.
There it is: the trap, the catch-22, that makes this blip in movie-making history more than just a funny anecdote. It’s a warning, an Aesop-level reminder that you can’t have your cake and eat it, too. You can’t have your CGI face and wear it, too? Something like that.
Essentially, the exact thing that made Carrey worth $20 million—his iconic face—is what made the movie impossible. You can’t pay a fortune for the most elastic face in Hollywood and then animate it away. So they tried to keep it…and the effort broke everything.
The effects team set out to map his motion-captured face onto a fish body, reportedly spending around $10 million on animation tests in the process. (That figure traces to a single secondhand account rather than a studio ledger, so hold it loosely.)
The result, by all accounts, was a disaster.
“You would run away screaming”
Picture it for a second: a fish, gliding through the water, wearing Jim Carrey’s fully human grin. His human eyes, blinking a mile a minute, where a fish’s flat stare should be. There are human expressions a real face makes, performed on a body that has no business making them.
The most famous description of the footage comes from comedian Patton Oswalt, who, in 2013, relayed director Brad Bird’s reaction on the radio. Bird had supposedly seen it, and the gist was, if you saw this thing swimming toward you, you’d run screaming and tell everyone the world was ending. (Worth noting, this one’s third-hand, and Bird has never confirmed it in his own words. But it captures the problem perfectly.)
That problem has a name now: the uncanny valley. We read faces all day without thinking about it, so a fully human, fully expressive face stuck onto a fish body doesn’t register as a cute cartoon. It registers as wrong. Too human to be whimsical, too fishy to be believable. Just deeply, instinctively unsettling.
The technology wasn’t ready, either. Convincing digital hybrids like Gollum and Davy Jones were still years away. The Incredible Mr. Limpet team faced an impossible task: they were trying to fuse a movie star’s likeness with creature anatomy too early and far too literally.
How it all fell apart
The footage wasn’t the only issue. Oedekerk left over creative differences in early 1999, and Carrey followed that summer. Once your director and your $20 million star both walk, that’s not exactly an auspicious sign. Producers reportedly floated the lead to Robin Williams, Mike Myers, Adam Sandler, and Chris Rock; none signed on, and by around 2001 the Carrey version was dead. (Warner Bros. tried again in the 2000s, even getting Richard Linklater this close before he bailed in 2014…but the fish never did make it to the big screen.)
R.I.P. what could have been
Yes, it’s funny: the tale of how a studio spent millions to put a movie star’s face on a fish. But why is there almost a tender feeling underneath it? Isn’t it kind of sweet, the way they were trying so hard not to lose Jim Carrey’s…Jim Carrey-ness under CGI animation? The whole disaster stemmed from wanting to keep the very humanity audiences loved most about the actor and discovering, heartbreakingly, that his unmatched comedic aura can only survive in human form.
Not everyone makes the call to end a project to spare audiences from freakishly contorted faces on screen. Every time a de-aged actor looks slightly haunted, or an AI-generated face makes your skin crawl for reasons you can’t name, you’re feeling the same thing those Warner Bros. executives saw in 1998. Limpet was just early, a warning shot from an unpalatable talking fish. They say kill your darlings, but sometimes, the most expensive lesson in show business is learning when throw the fish back.
