25 years ago today, an animated musical hit theaters—and soon became a beloved classic that sparked a franchise including multiple feature-length sequels, a TV spinoff that ran for three seasons, and oodles of merch.
That movie… is The Little Mermaid. Strangely enough, though, the same description fits All Dogs Go to Heaven, Don Bluth’s lighthearted romp about a very bad dog and the little girl who teaches him how to love. Aww. Except All Dogs is also a horrifying phantasmagoria of murder, demons, drinking, gambling, hellfire, and blue eyeshadow. Sure, this is all sort of par for the course for Bluth; the former Disney animator has a reputation for making movies that skew much darker than the ones made by his former studio. That said: In retrospect, it’s remarkable that All Dogs was (a) released into theaters as is, (b) somehow considered a children’s movie, and (c) transformed into the kind of property that’s immortalized via Kids Meal toys.
Sure, movies like Watership Down might give the flick a run for its money. But after rewatching All Dogs, I feel pretty confident in saying that this is the most upsetting (ostensible) kids’ movie ever made. Why? Let me count the ways.
1. The film opens with our hero, Charlie B. Barkin—voiced by beloved children’s entertainer Burt Reynolds—tunneling out of “Death Row.” Is this the pound? Is it some kind of… dog… jail? It’s never explained, but either way: The film establishes that Charlie was thisclose to being executed before escaping his dark, dank prison.
2. As they’re digging, Charlie and his loyal sidekick Itchy accidentally open a water main and nearly drown.
3. When they do make it out of the tunnel—under a tall fence topped with barbed wire—the guards at dog jail immediately start shooting at Charlie and Itchy. Again, they just barely escape with their lives.
4. Charlie and Itchy’s first stop? The dog casino Charlie co-owns with his partner, a mean-looking bulldog named Carface (which, what?). The main feature is a literal rat race that pits mangy-looking rodents against each other. Kids gotta learn about the thrill of the track at some point, right? Also, every dog in the place is clearly drunk on people-beer.
5. A Chihuahua goes to collect his winnings from betting on the right rat; his prize is a chunk of obviously expired meat.
6. Among the patrons at the casino: a droopy-looking dog coded as, but never explicitly revealed to be, a prostitute. Like every single female character in the movie, dog and human alike, she’s wearing bright blue eyeshadow. (Even the little girl Charlie will soon meet has it, though hers looks a little more purple-y.)
7. Lyrics from Charlie’s first big song: “I’ve seen pain and hurt/I’ve eaten dirt/It’s hard to buy, but even I’ve been jilted by a skirt.” He is a dog.
9. We learn that Charlie’s stint on Death Row was no accident—he was set up by Carface, who does not want that he should share 50 percent of the business with Charlie. Start counting: This marks the first time Carface has tried to kill Charlie, but it certainly won’t be the last.
10. Killer, Carface’s henchdog, proposes a way to get rid of Charlie: “You want I should squeeze his head with the pliers?” Might be tough to manage with paws.
11. Charlie swans into Carface’s office—which appears to be inside of a furnace; very cozy—and proposes classing up their joint by bringing in “dancing girls.” Again: He is a dog.
12. Carface lures Charlie to an abandoned Mardi Gras float. It looks like a giant, menacing scorpion.
13. Carface gets Charlie so wasted that Charlie can barely stand up. His tongue lolls out of his mouth, grotesquely.
14. Killer takes Charlie down to the end of a dock, blindfolds him, and indicates that he and Carface have a surprise for their friend.
15. That surprise is a car they push down a hill onto the dock, hitting Charlie and pushing him into the water. It’s unclear whether he died from drowning or the wounds sustained in that car wreck. Thanks for your discretion, All Dogs!
16. Charlie, in heaven, is incensed to learn that he’s been done in by a dog he trusted: “That Carface! I’ll kill him!” Ahh, murderous revenge, that most wholesome of kid-movie motivations.
17. A sexy angel dog sings to Charlie that life in heaven is better than life on Earth: “Down there’s a world of used cars, singles bars, broken dreams, and out-of-reach stars.” Again, kids gotta learn—about the agony of singles bars, this time.
18. Charlie steals the watch that represents his time on Earth and rewinds it, giving himself a second chance at life. Once he arrives home, he hears a ghostly, terrifying voice coming from the face of the watch, warning him he’s made a terrible mistake: “Chaarlieeee, you can never come baaaaack!”
19. Itchy, traumatized from having seen his best friend’s brutal murder, is having a dream that he’s being strangled by Carface. He wakes up… only to find his supposedly dead friend standing before him. Itchy will need some serious therapy.
20. Charlie, talking about his plans for Carface: “I’m gonna ruin him. I’m gonna make him suffer, slow. He’ll be begging for mercy.” As he speaks, he crushes a can with his bare paws.
21. Charlie and Itchy discover Carface’s secret: He has imprisoned a little girl named Anne-Marie who has the ability to talk to animals. She can find out which rats are going to win the races—so Carface knows how to weigh the odds in the house’s favor.
22. Let me repeat: Anne-Marie, an adorable orphan, is being held captive by a dog wearing a vest and smoking a cigar. Her first line: “Mr. Carface, can I go outside today?” Heartbreaking.
23. Much more heartbreaking: Anne-Marie is voiced by Judith Barsi, a child actress murdered by her own father one year before All Dogs‘ release. Gah.
24. When he sees Anne-Marie—cloaked in rags, alone, scared—Charlie doesn’t think, “Hey, that girl needs my help.” Instead, he sees dollar signs.
25. Charlie and Itchy kidnap Anne-Marie, promising her a comfortable, happier life. They are lying.
26. When he discovers that Anne-Marie is gone, Carface tries to kill Killer.
27. Charlie and Itchy take Anne-Marie to Charlie’s “house,” an abandoned cab in a junkyard. He puts her to bed; among the objects he gives her to cover herself is a ratty feather boa. He refers to Anne-Marie, who’s been nothing but sunshine and lollipops, as a “little brat.”
28. Charlie and Itchy take Anne-Marie to the local stables, where they ask her to find out which horse will win that day’s race. (In this universe, animals can converse only with members of their own species—excluding Anne-Marie. And a problematic alligator, but we’ll get to him.) Charlie manipulates her into helping by saying that she needs to get new clothes if she ever wants to find parents: “Nobody wants a scrawny little doll in rags.” Did I mention that Anne-Marie is supposed to be, oh, six years old, at most?
29. Having gotten their intel, Itchy and Charlie get the money they’ll need to place a bet by pickpocketing a lovely young couple named Harold and Kate. Her eyelids are a perfect, uniform azure.
30. Itchy, convinced that Anne-Marie’s pick, the Grand Chawhee isn’t going to win the race even though it’s his birthday: “I don’t care if it’s his bar mitzvah—that horse is a gluepot.”
31. The Grand Chawhee is a pretty insensitive mentally-impaired stereotype.
32. Not upsetting so much as bewildering: 1939 New Orleans is, according to All Dogs, home to frog races, turtle races, and kangaroo fights.
33. With their winnings, Charlie and Itchy open a new casino (which Itchy builds from scratch, using power tools in a decidedly un-dog-like manner). There are, in fact, dancing girl dogs, as well as a full bar just filled with liquor.
34. As Charlie wheedles Anne-Marie into staying with him even though he’s a degenerate gambler, a background dog drinks until it collapses.
35. Cut to a ham being lowered into a pool of water filled with ravenous piranhas; they strip it to the bone in a matter of seconds. The camera pans up; we learn that Killer is about to get lowered into the same pool, because Carface has just learned that Charlie is still alive.
36. We hear Killer’s terrified screams; he’s lowered down; the fish attack, gnawing first on his succulent ears.
37. Killer avoids his terrible fate only by screaming to Carface that he has a gun. Which he’ll use when he tries to kill Charlie for the third time.
38. It is, for some reason, a “Flash Gordon atomic ray gun,” because they had those in the ’30s (or ever).
39. Charlie randomly visits a sexy collie named Flo and her gaggle of orphan puppies, who live in a dilapidated abandoned church. They sing a lazy song about sharing, inexplicably set to a calypso beat. Somehow, this is the worst thing that’s happened yet.
40. Charlie sleeps; his stolen watch starts speaking to him again: “You can never come baaaaaack.” And then he has an utterly traumatizing Spooky Puppy Hell Dream, which you must see to believe:
41. Repeat: Charlie dreams of being sucked into a black tornado and sent to Hades, where he lands on a demonic boat steered by a skeleton atop a lake of liquid hot magma. He’s nearly torn apart by tiny bat demons. There’s also a dragon who’s about a zillion degrees scarier than Maleficent at the end of Sleeping Beauty, and Maleficent is terrifying.
42. Anne-Marie—who, again, is, like, six—runs away into the night all by herself.
43. She ends up at Harold and Kate’s house, who feed her waffles. Hooray! Then Charlie manipulates her into coming home with him. Charlie deserved to be on Death Row.
44. After forcing his young charge to leave the only warm, loving, true home she’s ever known, Charlie nearly gets her killed when Carface and Killer attack with their inexplicable ray gun. “Family-friendly firearm” or not, it acts and looks a lot like an automatic weapon.
45. They escape, only to end up in a dilapidated cargo hold (?) that collapses, sending Charlie and Anne-Marie into the depths of the bayou. They are soon captured by a group of rats dressed like Skull Island natives, who cage our heroes and present them as sacrifices to their god: an enormous, sexually ambiguous creature called King Gator, who nearly devours Charlie.
46. Did I mention that Charlie and Anne-Marie are trapped on an island made of the bones of King Gator’s previous victims? How did this movie get made?!
47. King Gator decides Burt Reynolds’ voice is too beautiful to be eaten. He and Charlie sing a weird Busby Berkeley-style pool number as a bedraggled, soaked Anne-Marie is first tossed into the water while still in her cage, then seen clutching a rock and coughing pitifully. Oh, and the subtext: Gator wants to do more than “make music” with Charlie, ifyouknowwhatImean.
48. It’s never explained how King Gator and Charlie are able to understand each other. Does Charlie speak Gator? Does King Gator speak Dog? Does Don Bluth not care about creating internally consistent animated universes?
49. Itchy gets violently assaulted by Carface and his goons.
50. Anne-Marie is running a high fever and may have pneumonia; instead of taking her to a hospital, Charlie takes her to the abandoned church. Because being surrounded by mangy dogs is clearly what she needs right now.
51. Itchy limps over to the church to inform Charlie both about the assault and to show him that Carface has burned their new casino to the ground. We see the smoldering ruin where it once stood, belching smoke into the sky.
52. Charlie tells Itchy that he doesn’t care about Anne-Marie, that he’s been using her this whole time, and that once he’s through with her, they’ll “dump her in an orphanage.” Feverish Anne-Marie of course overhears the entire exchange and, again, runs off into the night. Almost immediately, she’s captured again by Carface.
53. A group of dogs without opposable thumbs somehow manage to trap Anne-Marie in a cage inside an old ship. Oh yeah, and she’s still deathly ill. Charlie tries to save her, but he’s surrounded by bad dogs; he tries to fight them off, but they tie him to an anchor and begin lowering it into the water.
54. Deus ex machina arrives in the form of King Gator, who punches a hole in the ship. Hooray! Except, wait, that was a terrible idea, because Anne-Marie and Charlie are both still trapped; they’re falling closer and closer toward the water…
55. …and then an oil drum drops, hits some sort of engine, and bursts into flames. Anne-Marie may get the distinction of being both burned to death and drowned, which is sort of impressive.
56. The gator chases Carface out into the water, licking his lips and purring, “Delicious.”
57. Charlie has to choose between saving his own waterlogged soul watch and Anne-Marie; he thankfully picks the kid, which is kinda heartwarming but also awful because the movie’s protagonist has now died twice.
58. Anne-Marie returns to Kate and Harold’s. (Phew.) That night, her new room fills with a red, demonic light. A hellhound—the same one from Charlie’s nightmare—growls, hovering outside her window. The ghost of Charlie enters her room; apparently, Lucifer is allowing him to say goodbye to Anne-Marie one last time before he’s dragged back to the underworld. This implies, by the way, that the dog has spent the last few hours trapped in Hell, undergoing unspeakable tortures before getting this brief reprieve.
58. One bright spot: The sexy angel dog appears and banishes the demon, telling Charlie that he’s earned a place in Heaven after all. Charlie bids farewell to Anne-Marie, but not before lying to her one last time; he tells her that he’s just going on “a little trip,” and asks her to take care of Itchy until he returns.
59. The end of the movie reveals that Carface was, in fact, killed by King Gator.
60. The credit sequence reveals that it took 10 credited screenwriters to map out this muddled, inconsistent, incredibly inappropriate story. But hey, you can’t keep a good dog down.