Film / Cool World

"Holli Would if she could ...and she will."

"Around here, anything goes. Everything except one thing. [...] Noids do not have sex with Doodles!"

— Frank Harris

Cool World is a 1992 live-action/animated film produced by Paramount and directed by Ralph Bakshi, his last film before his semi-retirement from filmmaking. The script was written by Michael Grais and Mark Victor.

In 1945, World War II veteran Frank Harris (Brad Pitt) finds himself transported from his native Las Vegas to the titular place, a surreal, demented alternate universe inhabited by cartoon entities known as "Doodles", after his mother Agatha (Janni Brenn-Lowen) is killed in a motorcycle accident. There, he becomes a police officer tasked with enforcing the Cool World's single law: Noids (real people) do not have sex with Doodles (this being despite the years-long lack of live-action characters inhabiting the Doodles' universe save for himself, indicating that his "job" would simply entail preventing himself from eloping with anyone). This causes him no small amount of torment, as he has fallen in love with a Doodle girl named Lonette (Candi Milo).

Thirty-seven years later, underground cartoonist Jack Deebs (Gabriel Byrne) is sentenced to ten years in prison for murdering his wife's lover in a fit of passion. For escape (of the mental, not physical, type), Jack draws a comic book based on the dreams he is continually having of the Cool World and a voluptuous, realistically-drawn Femme Fatale named Holli Would (Kim Basinger). We first meet Jack when he completes his sentence. Through means that are never adequately explained, Holli pulls Jack into the Cool World and seduce him, her goal being to become a Noid and be able to experience the pleasures real people enjoy. Having broken the Cool World's law, however, Jack and Holli start a chain of events that could result in the destruction of the world. It falls on Frank's shoulders to face his devils, return to reality, and save the day.

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This film provides examples of:

• Abnormal Allergy: A justified example with Nails' cloud allergy, since he's a "doodle" and thus subject to the Toon Physics under which the Cool World operates.
• The Ageless: Everyone that lives in Cool World doesn't appear to age at all. Frank has been there for 47 years and he looks just as young and spry as he did when he was first brought there.
• All for Nothing: What Holli's goals ultimately amount to. She fails in permanently becoming a Noid due to the implied ramifications that the taboo act of a Doodle having sex with a Noid causes both parties to turn into Doodles anyway. When she tries to utilize the Spike to permanently stabilize her Noid form, it not only turns her back into a Doodle but starts to blend Cool World and our world together into a chaotic hybrid. And lastly, she's pulled back into Cool World, now doomed to be stuck in a one-sided relationship as a housewife to a heroic but dim Jack, a far cry from her implied position as a kingpin of the Cool World's underworld allowing her to do whatever she wanted.
• All Men Are Perverts: Most of the male Doodles become total horndogs (in a probable extended reference to Tex Avery's Red Hot Riding Hood) whenever they see Holli or Lonette around.
• All Women Are Lustful: Holli Would and Lonette are both very eager to get it on with their respective men, with Lonette displaying more restraint than to cope with the Can't Have Sex, Ever situation that she and Frank are in, though this is more about mutual romance in Lonette's case while the more openly lustful Holli is only engaging in sex for hedonism and for her only desires to become real- discarding Jack once he's outlived his purpose. (Though considering their nature, this could be less because she's a woman and more because she's a Doodle and the law being that Noids and Doodles can't have sex due to the grave ramifications to both parties as Holli/Jack's Doodle transformation spasms indicate).
• Alpha Bitch: Holli Would, without a doubt. While she pretends to be interested in Jack on an emotional level, she ultimately views him as a stepping stone and is deep down a spoiled brat in the body of a voluptuous woman willing to murder and cause the collapse of reality to get her way.
• Anti-Sneeze Finger: When Nails is about to sneeze again after he and Frank nearly fall to their doom, Frank pinches his nose and has him sneeze through a window to get to Holli's nightclub.
• Artifact of Doom: The Spike. It can serve as an Interdimensional Travel Device, tearing through the boundary between the real world and the Cool World. But even Dr. Whiskers knows that it is too dangerous to be in anyone's hands, most especially Holli's.
• Ascended Extra: A meta example. Candi Milo was originally only there to feed lines to the main cast but was impressive enough to voice two distinctive characters. She's gone on to become one of the premier voice actors in the biz, and her career is the only success to come from this movie.
• As You Know: Instead of a more dramatic flashback, this is exactly how we find out why Jack was in prison. "Hey Deebs, why don't you do a book on the guy you murdered? You know, the one you caught in bed with your wife."
• Ax-Crazy: While almost all of the Doodles are insane and unpleasant to varying degrees with three exceptions being close to rational, Holli Would is gradually revealed to be disturbingly insane behind her seductive and sometimes bratty personality. She proceeds kills Jack in cold blood and proceeds to meld realities together regardless of the consequences.
• Badass Adorable: Nails the Spider, especially when he psyches himself up to go and take down Holli without Frank's assistance. Being voiced by Charlie Adler also helps. He's also one of the saner and few good-natured Doodles in a world of completely deranged jerks.
• Bait the Dog:
  • Sparks in spite of being an otherwise nasty individual who sics ravenous wooden nickels on brats for saying the wrong words to him, initially seems to be concerned over Nails' assumed murder with him patting Frank on the back to console him...before burping, smirking at him, and mocking Nails before having the gall to demand him to get fries to make up for the ones he dropped. Sparks immediately gets a beating for his trouble, which he deserved at this point.
  • A more serious example would be Holli Would. She initially seems to be just a selfish brat in the form of a seductress and rebellious against the system in order to experience feelings more than a Doodle can and seems to be very affectionate towards Jack. Then she turns human and quickly ditches him once he's no longer useful, murders Frank in cold blood, and starts the apocalypse because she can.
• Beauty Is Bad: Holli is the most conventionally attractive of the Doodles with only Lonette being even close to her. She is also a hedonistic, immature sociopath willing to kill those who stand in her way and not caring if her actions cause the downfall of both universes. She is also the one Doodle with the darkest personality/least humorous traits.
• Become a Real Boy: The movie revolves around the toon ("doodles" per the movie's parlance) villainess Holli Would's obsession with becoming a human woman and experiencing everything the "noids" can. She has to break the one law of Toonworld to accomplish this: have sex with one of them. She eventually succeeds, but the worlds start to converge and turn into chaotic anarchy as a result and by that point, she no longer cares that she reverted to being a Doodle via the Spike, with the implication that she intends to rule both worlds now rather than being stuck in one.
• Be the Ball: Holli Would takes Jack Deebs to her favorite nightclub, which has The Bouncer at the door. A literal bouncer, as instead of legs, the man has a rubber ball below the waist, upon which he bounces in place. Jack thinks he recognizes this bouncer as Chico, but the reply is "I ain't no Chico." Holli can pass on sight, but the human Jack Deebs gets nixed, despite Holli vouching for him. "Sorry, doll, no noids." Mildly miffed, Holli points to Bash of the Quirky Miniboss Squad, and states, "See him? He's with me, too." Bash seizes the bouncer, and throws him against the wall so hard that he spends the next hour bouncing off the various surfaces near the entrance.
• Big Bad: Holli Would. Her actions to become human in order to fulfill her hedonism drives the plot, not caring how much they affect reality itself as long as she can get enjoyment out of it.
• Big Bad Wannabe: Sparks. As much as he tries to present himself as a serious, no-nonsense implied murderous gangster, he's ultimately easily beaten around by Frank whenever they're in the same general location and he's ultimately not as big a threat as Holli, whose goals have multi-world apocalyptic consequences.
• Big "NO!": Frank yells "No!" when Nails's cloud allergy causes them to fall while climbing up Holli's home.
• Big "WHAT?!": Frank says "You're what?!" when he realizes that Nails is allergic to clouds.
• Bishōnen Line: After initially achieving this by going from a Doodle to a Noid (a real human)- playing it straight by going from 2d to live action, Holli inverts this as she starts to randomly spasm between being a goofy clown version of herself and her live-action Noid form. As she gets closer to the Spike, her form gradually becomes less clownish and she eventually resumes her attractive Doodle form- going back to where she started, but not too bad as she was already drop-dead gorgeous to start with.
• Bizarro Apocalypse: Holli Would manage to climb to the roof of the Plaza Hotel in Las Vegas. There, she attains "the Spike," which is acting as a cork that keeps the Cool World bottled. She removes it, and immediately bizarre animated characters and props start spilling into reality. Random people are transformed into cartoonish caricatures, residents of Toon Town spill into the streets spreading mayhem, and they bring their Toon Physics with them. This cartoon mutations gets worse by the minute.
• Body Horror: The heavily implied consequences of a Doodle having sex with a Noid. While initially there are no apparent visible consequences, it results in the participants randomly glitching between their real-life versions and turning into a Toon version of themselves, with the hinted ramifications that they eventually become Doodles anyway. Holli's inadvertent actions with the Spike in an attempt to maintain her human transformation leads to the entirety of Los Vegas experiencing this on a large scale.
  • Some of the more hyper-realistic Doodles such as Holli's animate doorknob have a habit of pushing out their skull outside of their head when speaking while others invert their heads to reveal their skulls and others just randomly mutate.
• Bouncer: Holli Would takes Jack Deebs to her favorite nightclub, which has a bouncer at the door. A literal bouncer, as instead of legs, the man has a rubber ball below the waist, upon which he bounces in place. Jack thinks he recognizes this bouncer as Chico, but the reply is "I ain't no Chico." Holli can pass on sight, but the human Jack Deebs gets nixed, despite Holli vouching for him. "Sorry, doll, no noids." Mildly miffed, Holli points to Bash of the Quirky Miniboss Squad, and states, "See him? He's with me, too." Bash seizes the bouncer, and throws him against the wall so hard that he spends the next hour bouncing off the various surfaces near the entrance.
• Break the Cutie: Shortly after coming out of the pen, Nails mourns over Frank's death. It's hard not to feel sorry for him because he finds out right after being inadvertently released from his capacity of being inside Holli's pen.
• Broken Pedestal: Holli's goons fawned over her every action and enjoyed her company as the leader of their gang- to the point of wanting to see her engage in the act of sex with Jack. However, once they see she's happily accepted becoming a Noid, they are appalled with not only her change of race but also her more gaudy attire compared to the sultry but cool style she had. It's strongly implied that they ditched her afterward once it becomes obvious what her true nature is.
• Bunnies for Cuteness: The bunny seen gambling with Holli's goons pretty much plays up to this trope. At least compared to the other bunny doodles seen in the film later besides the mother rabbit with her children. He/she even tries to use his cuteness to make the cops chase after the doodles for cheating, but goes Hair-Raising Hare by telling them to rip their faces off so their mothers don't recognize them. But once the bunny reverts to cute form, s/he does say an endearing and polite, "Pretty please," at least.
• Call-Back: When Frank first enters "Cool World," Dr. Whiskers says the trailer line, "We may not be real to you yet...but we will be!" Near the end when Frank is preparing to return to the real world and arguing with Lonette, he says with fierce sincerity, "This is real to me, here, with you!"
• Car Chase Shoot-Out: Holli Would and her goon squad are being pursued by "the poppers," that is, Cool World's version of the local police. The poppers are so named because their weapons are pop guns. They present no mortal danger to the fugitives but keep firing their pop guns anyway, not really bothering to aim. Nevertheless, Holli and company have no desire to engage with them, though Slash does urinate on them once they get close enough.
• Can't Have Sex, Ever: Frank and Lonette. Subverted in the end, where he becomes a Doodle and the clothes come off in a hurry.
• Celibate Hero: Definitely played straight with Frank Harris. He first came to Cool World in 1945 and when it skips over to 1992, 47 years later, he has been romantically involved with Lonette for quite a while without having sex with her and has not broken the law with any other female Doodle. And there is no clue or hint given that a human woman has come over for him to even have a quickie with (not that he would anyway). Wow. When he finally does become a Doodle due to Holli murdering him as a Doodle while he was still a Noid, he quickly consummates his relationship with Lonette after decades of waiting.
• Chalk Outline: After Holli disposes of Nails, Frank examines the crime scene which has a chalk outline of Nails' body. Of course, as Nails was a spider, the outline has eight limbs. (The bizarre doodle logic of the Cool World may also be at play here, as Nails was sucked into a fountain pen and didn't leave behind a body.)
• Clap Your Hands If You Believe: Somewhat subverted. Jack thought at first that he created Cool World, but Harris is quick to tell him otherwise.
• Cloudcuckooland: Unlike most Toon worlds, it's dark and hellish, quite often verging on an Eldritch Location due to its building structures resembling sentient faces. Additionally, the residents tend to be violent and demented rather than zany but harmless.
• Clownification: When Holli Wood removes the spike from its place atop the Plaza Hotel, the Cool World spills into the Noid World, bringing many of its wacky, physics-defying characters with it. A side effect is that normal people are transformed into hideous beasts or cartoonish clowns, such as a pair of grannies playing slot machines.
  • Holli herself inadvertently undergoes this as she spasms between being her new Noid form and an unrecognizable clown woman form. As she gets closer to the Spike, she gradually turns back to her usual self.
• Cluster F-Bomb: Harris to Jack in the real world.
• Conspicuous Trenchcoat: Professor Whiskers meets Holli outside the casino wearing a very conspicuous trenchcoat, hat, and scarf. It is made even more conspicuous because Whiskers is only 3 ft. tall.
• Cosmic Keystone: The Reality Spike. If removed, the Toon Physics of Cool World will flow over into the real world, and vice versa.
• Crapsack World:
  • Cool World is a hellish cesspool of violent "lesser" toons mixed in with realistic looking horrors. The human-like Doodles are about the only sane things in it, and even they (Sparks, Holli Would) tend to be quite nasty.
  • Despite all that, Frank considers the real world to be even worse because, for all its crazy mayhem, at least actual, permanent death and suffering are rare in a world of Toon Physics.
• Creepy Crossdresser: Bob, one of Holli's goons.
• Crying Critters: Having been freed from the pen during the climax, Nails looks at Frank's corpse and cries.
• Cuteness Proximity: The grey bunny attempts this trope with the police officers until he/she goes aggressive on them then acts cute again.
• Cult Soundtrack: The soundtrack is the most popular thing to come out of this movie.
• Darker and Edgier: The entire movie to Who Framed Roger Rabbit. It's reflected in its environment as well. In contrast to the goofy buildings, The world of Doodles is a violent hellscape comprised of grotesque buildings with disturbingly human features such as mouths or faces/warped version of cartoons, with the residents comprisded with demented and violent lunatics except for a very select few individuals with any morality and sanity, the Jessica Rabbit counterpart is the Big Bad willing to use her feminine charm to get what she wants at the expense of two realities even resorting to murder, the sexual aspect of the story is more explicit, and the detective is even more wracked with guilt and trauma than Eddie that he prefers the madness of the Cool World over the real one.
• Death Is a Slap on the Wrist: An aspect of Cool World Toon Physics and a large reason, outside of personal guilt that Frank prefers Cool World over his own.
• Death of Personality: Holli pulling the Spike turns Jack from a mentally unstable Noid artist into a dimwitted but noble superhero Doodle. He still remembers who he is and what he wants to do but his personality bears no resemblance to what it was before.
• Deconstructed Character Archetype: Holli Would is this for the classically animated heroine such as Ariel or Belle. She has the desire to explore the unknown world beyond her borders and has much excitement over the prospect. When she finally arrives in the real world, she shows the usual curiosity about everything and is childish and giddy about romance like a typical princess. It's deconstructed as her breaking from social norms is an explicit taboo for a reason as it causes catastrophic consequences on both worlds and unlike the usual heroine, Holli is essentially a celebrity and implied Underworld Kingpin that has pretty much everything but she still wants to be human on top of this rather than being an outcast that's restricted by society. and Holli herself is a hedonistic sociopath that acts on impulse, is narcissistic, engages in lust for selfish reasons, and is willing to do anything including murder to get her way, rather than being the doe-eyed innocent that her character archetype would normally be.
• Deranged Animation:
  • It's filled with psychotic looking Toons who almost all are violent and insane, living in a hellish-looking city filled with buildings with hyper-realistic mouths/faces/eyes, mixed in with hyper-realistic monstrosities that look like monochrome sketches; a good example being Holli's door, whose skull is constantly pushing itself out of its head.
  • And then there's the Gainax Ending involving an Eldritch Abomination myriad of Toons from the more realistic-looking deranged horrors to demented ink blobs comprised of several cartoon faces. Jack becomes an unrecognizable toon superhero.
• Deus ex Machina: The mother of all non-lampshaded deus ex machinas. It just so happens after Frank is killed that when a Noid is killed by a Doodle, they become a Doodle themselves, permitting him to live again.
• Didn't Think This Through: Ultimately Holli only thought of the immediate results of becoming human and gaining the Spike without thinking about the consequences such as her random spasms into becoming a different kind of Doodle, then trying to fix the problem by utilizing the Spike to make the change permanent, only for it to turn her back to her original Doodle self while also causing reality to blur into insanity. Justified as she's ultimately an impulsive sociopath driven by constant stimulation.
• Disappeared Dad: Although Frank lives with his mother, his father isn't seen in the film.
• Distant Prologue: The film's first ten minutes take place in 1945, shortly after the end of World War II.
• Earn Your Happy Ending: Becoming a Doodle allows Frank to finally consummate his relationship with Lonette, content to spend the rest of his life with the woman he loves.
• Eat the Camera:
  • A purple creature goes through the camera when he falls down the building along with his buddies.
  • A cartoon telephone also does this as he runs up to Frank in order to make him answer Nails' phone call.
• Eldritch Abomination: Cool World is littered with not only crazed and zany cartoons but also hyper-realistic sketch-drawn horrors that have a habit of forcing their skulls out of their heads, mutating in random ways, and Holli's actions cause more of these creatures to emerge into our reality.
  • It also summons what can be best described as "black ink clouds/streams" comprised of several Doodles merged together, but are slightly less eldritch than the hyper-realistic horrors but are no less creepy due to how demented they are.
• Exact Words: During the cartoon chaos, a gambler says "Hit me" and the dealer transformed into a Doodle boxer and punched him in the face.
• Excrement Statement: During a chase sequence, Slash urinates on the police officers coming after him for taking the rabbit's money.
• Face of an Angel, Mind of a Demon: Holli Would. She's very attractive and is associated with light- such as being blonde and wearing white/light-colored clothing. Deep down behind her suave guise, is a hedonistic sociopath that is willing to murder to get what she wants and doesn't care if her actions cause the unmaking of reality.
• Faux Affably Evil: Holli, who can be warm and affirming one minute then cold and dismissive the next, but it mostly comes out around Frank who is onto Holli's game, unlike the more gullible Jack who she can more easily manipulate. And even then, she soon reveals her true colors as a selfish and murderous sociopath when she's forced to get her hands dirty.
• Fisher King: Downplayed as Cool World preexisted Jack's birth and will exist long after his death, but the more hellish and surreal structures are implied to be influenced by his fragile mental state and Holly's own inner sinister nature. Once one is changed into a more heroic character and the other is dragged from her high position to be his housewife as punishment for her many crimes against reality itself- thus losing control over Cool World. Cool World proceeds to become a more zany and less grotesque place to be in for the last few minutes.
• Flirty Voice Ploy: Holli attempts to flirt with Jack in order to have him hand over the Spike. But a gloating Doodle in the background tips him off that it's a trick.
• Foreshadowing: In Holli's office, Harris briefly looks at himself in a funhouse mirror that gives him disproportionately huge shoulders. This is how he looks as a Doodle later on.
• Forced Transformation: The transformation from Noid to Doodle occurs in two separate but connected instances.
  • After Jack and Holli have sex, Holli initially becomes a Noid (a live-action person) with a form that seems permanent and stable...at first. After a short while, she starts to spasm back into being a Doodle- a cartoonish clown parody of herself at that, but also Jack, a natural Noid starts to spasm between his natural state and a Doodle. The ramifications are that it ultimately causes both to permanently become Doodles, meaning Holli's goals of being a Noid were never going to happen, so she attempts to stabilize her Noid form via the Spike, but it only causes her to permanently go back to being a Doodle but causes Jack to irreversibly become an unrecognizable superhero with a noble yet dim personality. So Holli would've settled for the mad world of chaos if it meant she wouldn't be confined to just Cool World.
  • During the melding of the two worlds when the Spike is removed, people across Los Vegas start to randomly turn into various types of Doodles against their will.
• Fourth Wall Shut-In Story: Jack Deebs is serving a prison sentence for the murder of a man he had found in bed with his wife. During his sentence, he has visions of the Cool World and the femme fatale Holli Would, who seems to beckon him. Jack spends his sentence creating a series of comics based on his visions. Shortly after his release from prison, Jack is transported into the Cool World and smuggled into a club by Holli.
• Gainax Ending:
  • The SNES game. As in many other licensed games of that era, A Winner Is You was in full effect. The game ends with the protagonist's fall into Cool World... only reversed. That's it, really.
  • The film's actual ending is also one; it involves Jack becoming a Large Ham superhero facing an Eldritch Abomination of Toons that causes other people to become Toons as well as reality starts to warp into utter chaos. Although Lonette gets some closure with Frank coming back as a Doodle after being killed in Cool World through a loophole that comes out of nowhere, Jack is seemingly stuck forever in Cool World as said superhero.
• Giving Them the Strip: When Holli is being chased up the casino stairs by Frank, Frank reaches out and grabs her jacket. The jacket rips, allowing Holli to escape and almost causing Frank to topple down the center of the stairwell.
• Goldfish Poop Gang: The Goons, Slash, Mash, Bash, and Bob. They're just as unpleasant as any of the other Doodles but are far less competent or malicious than Holli.
• Good Counterpart: Lonette is just as attractive and nearly as sultry as Holli but is ultimately a Nice Girl who truly loves Frank in contrast with Would whose a Femme Fatale using Jack for her own benefit and proves to be a sociopath willing to murder to get her way.
• Groin Attack: Two times, one to Jack and one to Harris, by Holli.
• Grotesque Cute: Nails, Toons when they're not acting Ax-Crazy, most anyway, others are hyper-realistic horrors.
• Grotesque Gallery: There's not just the traditional zany Doodles but also an array of hyper-realistic horrors that distort in deranged ways. A highlight would be Holli's animate doorknob which has a habit of pushing its skull outside of its head as it speaks.
• Hardboiled Detective: Frank Harris. He doesn't take any nonsense from the insanity of the Cool World or Holli's seduction, being professional at all times.
• Hair-Raising Hare:
  • A few bunny doodles look ugly in some scenes of the film.
  • Even the grey bunny who is seen gambling goes aggressive on the police officers in order to get their attention after he got cheated by Holli's goons.
• He Didn't Make It: Nails tells this to Lonette after Holli pushes Frank off the Union Plaza hotel.
• The Hedonist: Holli endangers two worlds in her search for exotic pleasures such as being able to increase her senses but also doesn't mind causing the apocalypse of two worlds and committing cold-blooded murder in the pursuit of doing so in the pursuit of the power of the Spike due to her need for constant stimulation.
• Humanity Ensues: Holli becomes human after having sex with Jack, but it doesn't get to be permanent due to the random Doodle-Noid transformation spasms with the ramifications being that it causes both targets to become Doodles anyway.
• Humans Are Bastards: Frank's reason for not wanting to leave Cool World. Having gone through World War II and seeing firsthand that War Is Hell makes him decide that Cool World, as much of a Crapsack World as it is, is a better place than the Noids' world because it does not have any wars going on, ever. It may be in a constant state of chaos, murder, destruction, depravity, and abuse, but there is no lasting death and no pain.
  Frank Harris: Let me tell you something about "over there." It hurts "over there." It-it's lonely "over there." It's a war "over there." They got eight million ways for you to die, hon, and all of them are permanent.
• Idiot Ball: Two times Holli is allowed to continue her schemes due to the heroes holding onto this.
  • In spite of Frank telling Nails not to engage without his helo, when the latter actually decides to call for backup, Nails decides to let Frank enjoy his time with Lonette while taking care of the situation himself- leading to him being captured by Holli. Justified in his case, Nails is a Doodle who while much more moral than the majority, is not very bright and naive.
  • A more serious and downplayed example occurs with Frank. In spite of seeing her for the hedonistic sociopath, she is, he falls for Holli's manipulation of being cornered on the hotel ledging and tries to help him out- only to be temporarily murdered by her when she pushes him to his death rather treat her with the usual caution he usually did. In his case, it's not that he assumed the best of her as he was always on to her game, but rather he severely underestimated how competent she was and more importantly didn't fully grasp how evil she truly is when pushed to a corner- assuming she was just all talk.
• The Immodest Orgasm: Holli, of course, right before she turned human.
• Impossible Hourglass Figure: Holli and Lonette have these kinds of figures. Justified as they're Doodles who are exaggerations of the women and not supposed to be local.
• Ink-Suit Actor: Holli Would's design was tweaked to look more like Kim Basinger.
• Innocently Insensitive: When Frank tells Jack Cool World's single law about no sex between Noids and Doodles, Lonette is clearly hurt.
• Interrupted Intimacy: A Running Gag is that every time Frank and Lonette start to get intimate, Nails bursts in with some new emergency for Frank to deal with. This is usually followed by Nails exiting at high speed as things are thrown at him.
• Kitchen Sink Included: When the Goons are building a tower of improbable items in order to spy on Holli and Jack having sex, the stack includes the kitchen sink.
• Knight of Cerebus: Holli Would herself. Unlike the equally deranged cartoons she hangs around with, she is treated far more seriously, lacks any humorous traits until the very end, and her actions have the most dire consequences on reality itself. A selfish and immature hedonist that lures in men in order to reach the real world, Holli is willing to stoop to any lengths including cold-blooded murder in order to fulfill her constant need for stimulation, regardless of the consequences upon reality- potentially causing the apocalypse in doing so.
• Laser-Guided Karma: Holli Would, the hedonistic temptress Jack as a meal ticket to get into the real world to become a Noid and discards him when he outlives his purpose while also not appreciating her implied position as the inferred kingpin of Cool World's underworld in favor of going to the Real World. She not only goes back to being a Doodle, but she also gets stuck back in Cool World. She's also subjected to being a housewife to Jack, the patsy she used to get where she wanted to be, and his personality is that of a traditional superhero who is less emotionally engaging than he was previously, a far cry from the previous celebrity status she had at the start.
• Light Is Not Good: Holli is always wearing white. However, she's not a good person, at all.
• Loveable Sex Maniac: Lonette's just as flirtatious with Frank as Holli is, but is willing to restrain herself from breaking the taboo of romance much to her self-loathing. When Frank becomes a Doodle due to Holli's actions, both gladly engage in sex that they'd waited patiently for so long.
• Manipulative Bitch: Holli, who wonderfully uses her body in her attempt to escape Cool World and indulge in her hedonism.
  • She also plays on the emotional responses of her targets pretending to be helpless before positioning Frank in the optimal position to push him to his death and later almost succeeds in getting the Spike back from Jack before her Eldritch Abomination buddy ruins the surprise.
• Mask of Sanity: Implied with Holli. While she acts the part of a flirty fun girl to hang around with, it becomes gradually apparent that Holli is an impulsive sociopath that does everything for the sake of constant stimulation willing to murder to get what she wants and acts just as looney as the other Doodles when allowed to break loose of her inhibitions. The grotesque and hellish decor of her house hints at the madness hidden within.
• Meaningful Name: "Holli Would would if she could but she can't."
• Medium Blending: The film blends regular Toon animation, live-action, and realistic looking horrors.
• Mind Screw: While the first half is somewhat straightforward- Noids (humans) in times of extreme stress can enter Cool World with its demented residents and surreal landscapes. The second half gets gradually more and more bizarre as Holli (who has become a live-action human/Noid) and Jack (a natural Noid/human) start to flicker between human and unrecognizable Doodle forms for reasons that are implied in the narrative but not fully explained specially. Holli removes the Spike, causing reality to blur into absurdity as horrors that are weird even by the standards of Cool World start popping out, people randomly become Doodles, Jack permanently turns into a superhero with an unrecognizable personality to send all the Doodles including Holli back into Cool World, and Frank who had been killed by Holli earlier, becomes a Doodle himself due to a loophole that wasn't hinted prior to this revelation.
• Mirror Character:
  • Frank and Jack both prefer the fantastic anarchism of the Cool World to the Real World. But while Frank is willing to restrain himself to keep from destroying it, Jack jumps headfirst into something that could end up destroying both worlds.
  • Holli and Lonette are both lustful women who take an interest in Noids in spite of the taboos but differ in how they deal with it. The former actively goes against authority to get what she wants, using her man as a pawn to get what she wants, and is ultimately an immature and impulsive murderous sociopath who almost dooms reality. The latter is willing to wait/never engage with Frank due to the strict laws, has a mutual love between herself and her lover, and is one of the few morally decent Doodles.
• Mood Whiplash: The film goes straight from Frank's mother's death to a slapstick sequence where Frank first meets the Professor. The movie also has a habit of going from intensely dark scenes dealing with lust and madness back and forth with this slapstick as well with no rhyme or reason.
• Motive Decay: Holli Would, the female fatale had spent the entirety of the first two acts trying to have sex with a Noid to be able to go to Noid world and turn into a Noid to experience sensations she wouldn't as a Doodle. When she suddenly glitches between her new Noid form and a warped clown parody of her initial Doodle form, she tries to utilize the Spike in an impulsive attempt to stabilize the form. When this doesn't work and in fact, causes the reality of Cool World and our world to blur into chaotic insanity, she settles on living in this hybrid madness in spite of returning to being a Doodle, the thing she was trying to avoid returning to, in order to potentially rule over it as its "queen". Justified as she's ultimately driven by her hedonism, is actually insane deep down, and needs constant stimulation as a sociopath- so her motivations are bound to fluctuate to whatever suits her whims.
• Ms. Fanservice:
  • Holli naturally. She is a blonde, voluptuous, and evil vixen (performed by Kim Basinger).
  • Also Lonette. She has black hair in a ponytail, and red lipstick, and wears a red dress with a pink stripe on it.
• Nasal Trauma: A pink bunny is playing craps with the Quirky Miniboss Squad. The bunny needs a four and rolls a pair of twos. Slash, however, plucks one pip off each die, then declares, "Aw, s-s-s-snake eyes. You lose." When the bunny protests this blatant cheat, Slash inserts one long finger blade into the bunny's nostril, wrenching his nose out of shape, and demands payment.
• Nerds Are Sexy: Jack is an underground comic artist with a penchant for deranged imagery and buxom women, yet he's portrayed by Gabriel Byrne.
• Non-Human Sidekick: Nails the Spider serves as Frank's assistant in the Cool World.
• Non-Standard Character Design: While it does inflict a Darker and Edgier Roger Rabbit Effect of Toons and humans, it also includes disturbingly realistic-looking abominations like Holli's door-knocker drawn in a sketchy, monochrome art style.
  • Both Holli and Lonette are more drawn and move more realistically at least the former for most of her screentime.
• Not So Above It All: After being relatively restrained and realistic in her expressions and movements for most of the movie, in the finale, Holli becomes just as exaggerated, cartoonish, and energetic as any Doodle.
• Odd Name Out: Holli's goons are Slash, Mash, Bash... and Bob.
• Oh, Crap!:
  • Jack when Holli teleports him to Cool World for the first time.
  • Frank when Nails accidentally sends him falling from the sky due to the latter's cloud allergy.
  • Frank when he realizes just how murderous Holli truly is just before she pushes him off to her death.
  • Holli's horrified expression when Jack returns the Spike.
• Only Sane Man:
  • Despite spending the movie smackdab in the middle of Cloudcuckooland, Lonette is the most level-headed Doodle, if not character in the entire movie.
  • The grey bunny who is seen gambling earlier in the film and later a mother bunny with her bunny children also appear to be one of the saner doodles in the film. The bunny characters also appear to be one of the few doodles in Cool World that are more down-to-earth and level-headed compared to the rest of the doodles spotted throughout cool world.
  • Downplayed with Nails. While he is still an oddball, he has relatively more sanity and morals than the rest of the outright insane and violent residents.
  • The Professor is also one the only intelligent and smarter characters in the film, being a helpful figure in getting Frank adjusted to the Cool World and even playing an important role in the climax while rescuing one of the live-action characters. Additionally, outside of being absent-minded, he notably lacks the deranged behavior of his fellow Doodles.
• Painting the Medium: In the scenes where 'Noids are in Cool World, the real-world props are deliberately as flat and 2-dimensional as possible.
• Perverse Sexual Lust: Not only does Jack Deebs have it for Holli, a cartoon character he himself created, but it could also be argued that the entire movie is in fact about the subject, and maybe the only major Hollywood production to deal with the subject.
• Preemptive "Shut Up":
  Nails: Hey boss, did I ever tell you about-
  Frank: Shut up, Nails.
• Private Detective: Frank Harris, again.
• Punny Name: Holli Would = Hollywood. A pun old enough that Parliament had already used it in the song "Holly Wants to Go to California" thirteen years earlier.
• Psychopathic Womanchild: As much as she acts as a sultry and mature woman to accompany her appearance to lure in others, when her seductions fail her, Holli is revealed to have the personality of a bratty teen who is used to having her way and wants sex with the same giddiness of a little girl. And she proves to be murderous when she resorts to killing Frank when she stands in her way.
• Reaching Through the Fourth Wall: Holli wants to become a physical living flesh-and-blood person and succeeds by having sex with a real person to do it.

• Satanic Archetype: Holli Would is subtly a female example. She rebels against the authority of the world both Frank and The Professor because they stand against her rebellious nature, seduces a man into committing a grave sin that has grave consequences on the world, and causes an apocalyptic event out of amusement. She is associated with a light color palette, is associated with a hellish location and her defeat echoes the Devil in being dragged back down to the hell she belongs to.
• Seal the Breach: The Vamp Holli Would succeeds in attaining the Spike, and removes it from its place atop the Plaza Hotel. Immediately, the weird and wacky denizens of Cool World come flooding into reality, bringing their Toon Physics and mayhem with them. It's up to comic artist Jack Deebs to reclaim the Spike from Holli, and set it back in its rightful place.
• Second-Face Smoke: When Frank crashes Holli's party, Sparks exhales a stream of doodle smoke into his face.
• Self-Insert: Jack Deebs is a cult-popular cartoonist with a small but dedicated fandom, who hasn't had real success in years and is mostly known in the mainstream as a dark weirdo. He longs for hot cartoon women and his idea of utopia is the roiling chaos of cartoon insanity with distinct sexual overtones. If you can't conclude that Jack Deebs is Ralph Bakshi, then you're not watching the film correctly.
• Sense Freak: Holli Would lecture Detective Harris about how humans "really" experience everything, especially sex. "When they do it, they reeaally do it!" When she finally becomes real, she practically acts like she's having orgasms from everything she touches.
• Sexually Transmitted Superpowers: Holli Would is a doodle, a cartoon character living in Toon Town. Artist Jack Deebs is a human living in the real world. Holli wants to visit the real world and experience its delights. For that, she draws Jack into her Cool World, where she seduces him. The climax transforms Holli into a real woman capable of venturing into the human world.
• Shell-Shocked Veteran: Frank has a very brief war flashback after the accident.
• Shoo Out the Clowns: Nails the Spider the bumbling assistant and to a lesser extent, the mostly serious Deadpan Snarker Frank are eliminated by Holli- being sealed in a pen in the case of the former and outright killed in cold blood in the latter's case until he got turned into a Doodle due to the nature of his death. In either case, with their presence gone, sets up the intense and absolutely demented Gainax Ending where reality is warped into absolute chaos, leaving only Jack to stop Holli's hedonism. Only returning once she's been dealt with.
• Sitting Sexy on a Piano: Holli at one point, sits on her private piano when attempting to flirt with Frank to no avail.
• Shot in the Ass: Nails the Spider shoots himself in the ass after psyching himself up to go and take down Holli without Frank's assistance.
• Shout-Out:
  • Holli's dress, appearance, and mannerisms are clearly based on Marilyn Monroe.
  • Some of the background cartoon characters that are wolves look very familiar, Ralph Bakshi had stated that he as well as his workers were fans of Tex Avery.
  • One part of the movie had a black and white dog that looked like Bimbo, while another scene of the movie had a big character that looked like Bluto (from Popeye).
  • When the doodles realize what Holli is about to do with Jack, a Toon rabbit says, "Man is in the bedroom." Sounds a lot like "Man was in the forest", a line from Bambi.
  • After the Goons plummet from the building, the camera zooms into his mouth and for a brief moment, one can see a man and a wooden puppet on a raft. Pinocchio reference, for sure.
  • In the climax where the Toons enter the real world after Holli pulls out the Spike of Power, there's a scene in a graveyard similar to the "Night on Bald Mountain" segment in Fantasia where Toons fly out of graves and some fly through a hangman's noose.
  • A group of men turns into Dogs Playing Poker.
  • When the cartoon chaos is ensuing in the city, Jennifer morphs into a doodle that looks a lot like Little Orphan Annie.
  • A character that looks like Fearless Leader from Rocky and Bullwinkle walks by.
  • The superhero that Jack turns into is a lot like Superman.
  • Frank tells Holli early on to "stay away from the Noid", just barely missing "Avoid The Noid".
  • Frank has this to say when telling Lonette that he has to return to the real world: "When a man's partner gets inked, you do something about it. He was your partner, so you do something." It's based on a Humphrey Bogart line near the end of The Maltese Falcon.
• Small Role, Big Impact: The male bunny who is never given a name only shows up when the film introduces us to Holli's goons who are seen gambling and placing a bet with the rabbit. When one of them cheats by giving him/her snake eyes. He gets upset and runs up to the police station and tells them to arrest them. The cops don't care about the situation until he starts acting cute to persuade them to arrest the goons while also going aggressive on them by ripping off their clothes then quickly turns back to his cute self. This results in a long police car chase between the cops, Holli's goons, and Jack. While the bunny is never seen again after gaining his money back it does give a proper introduction to the goons and having them tag along with Jack later on in the film.
• Smoking Hot Sex: A voyeuristic version. The Goons spy on Holli and Jack having sex, and then crash to the ground when their tower collapses during climax. They are then shown lying on the ground, discussing what they just observed and smoking.
• Sneeze of Doom: Nails' sneeze from the cloud allergy causes him to let go of Jack, but he rescues him in time. When Nails sneezes again seconds later, Frank pinches his nose, causing him to break through the window so they can enter Holli's party.
• Stripperiffic: Holli Would.
• The Sociopath: Holli Would. She acts like a flirtatious woman wanting love from Jack, but it becomes gradually obvious that Holli is a selfish and heartless sociopath who has no sense of guilt/empathy especially when murdering Frank when she stands in her way/utilizing the Spike to cause chaos for both worlds, has a constant need of stimulation- such as the feeling of touch, manipulates Jack to get what she wants from him- only to dump him when he no longer excites her, can be very impulsive when outside of her usual manipulative guile, disregards the laws of Cool World for her own amusement, and has an entitled desire for being human, even at the cost of reality itself.
• Stock Money Bag: The cutesy rabbit that sicced the Cool World Police Department upon the nefarious Goons ends up part of the debris left after the police vehicle smashes into a freight train. His last words are, "But I won," referring to a craps game he'd been playing. Just then, a huge sack of money with a prominent dollar sign falls on him, squashing him flat.
• Sympathetic Murderer: Jack Deebs killed his wife's lover. Nevertheless, he seems to have become a bit of a mini-celebrity in the comics world and is an Unwitting Pawn for Holli's schemes to become human.
• Take That!: A subtle example; after all the Executive Meddling the movie went through, why else would someone with the name "Holli Would" be the film's villain?
• That's All, Folks!: At the end of the film, Nails says "Bye-bye folks, have a nice life!". Justified as this is Bakshi's last theatrically released film.
• Thin Dimensional Barrier: The film has Doctor Whiskers create the Spike, which tears a hole in reality that allows Doctor Whiskers to venture into the "noid" world (ours) and draws Frank Harris into the cartoony Cool World (theirs). The villain is The Vamp Holli Would, who wants to venture into the "noid" world herself, in order to experience a real orgasm, among other things. She succeeds in capturing the Spike, which causes the Toon Physics of Cool World to flood into the Noid World and vice versa.
• Toon Physics: And like the rest of the movie, it's deranged and psychotic. There are the traditional zany cartoons that endure absurd amounts of punishment only to be normal the next second or limited reality warping. And then there are the grotesque, hyper-realistic ones that distort in demented ways.
• Toon Town: The eponymous Cool World, although it far more resembles Dark City with aspects of a deranged nightmare and Hell than the bright and cheery (but also crapsaccharine in its own way) Toon Town of Who Framed Roger Rabbit.
• Toon Transformation: This happens in various ways to several characters.
  • First is the implied ramifications of a Noid (live-action humans) having sex with a Doodle (toons). At first, things are stable for Holli, but after a little while, she and Jack start to randomly spasm between being Noids and Doodle forms, with the implication that they'd eventually become Doodles permanently. This does allow both of them to exhibit Doodle powers in their Noid states.
  • Removing the Spike causes this to happen randomly to various people, with some turning into dogs, birds, pigs, cartoonish humans, or even caterpillars. Holli returns to her initial Doodle form while the cynical Jack turns into an unrecognizable superhero with a just personality yet somewhat more dimwitted than before.
  • Lastly, if a Doodle kills a Noid, the Noid becomes a Doodle themselves. Such was the case with Frank when Holli kills him by pushing him off the building during her Noid/Doodle transformation spasms as a loophole, which solves the romantic dilemma that Franky had throughout the entire film.
• Top-Heavy Guy: Jack gains these proportions in Super Mode and Frank gains this after being revived as a Doodle after Holli kills him, but he is more subdued in comparison.
• Trapped in Another World: Jack Deebs gets pulled inside the titular Cool World by Holli.
• Unusual Euphemism: Frank uses one of these when delivering his lecture to Jack about the no Noid-Doodle sex law:
  Frank: You keep your pencil in your pocket. Know what I mean?
• Unusually Uninteresting Sight: During the cartoon chaos, a man transforms into a drooling Doodle worm. His female lover doesn't seem disturbed by it.
• The Vamp: Holli. She is a beautiful and seductive "doodle" who dreams of becoming real and using her beauty to seduce Jack and achieve her objective.
• Vapor Wear: Holli won't wear something that doesn't reveal the majority of her body.
• Vocal Dissonance: Slash has a fairly deep voice for someone whose short ^note and, if the diaper is any indication, possibly a baby
• Weaksauce Weakness: Nails the Spider is allergic to clouds as Frank found out the hard way.
• What Happened to the Mouse?:
  • Not that the movie explains anything, to begin with, but for characters with a fair amount of screen time, the movie never really says what happens to Holli's friends.
  • Doctor Whiskers is seen (after Jack sends every other Toon back to Cool World), he is consoling Nails as he is mourning Frank. They all disappear at the same time as Nails and Frank are next seen in Cool World. But Doc just disappears and is never seen again. Did he make it back to Cool World or is he still somewhere out there in the real world? Or is he existing anywhere at all?
• Why Did It Have to Be Snakes?: Frank admits he hates heights when climbing up Holli's home.
• World of Chaos: The Toon world is basically a chaotic parody of the human world, with Cartoon Physics and constant madness and disorder. A human cop who's been there for the past 50 years still prefers it over his experience in the Second World War.
  • Holli removing the Spike causes reality to blur, causing both worlds to blend, leading it to become an even more chaotic world of madness as people start randomly turning into Doodles.
• You Have Outlived Your Usefulness: This and Jack insulting her goals are the reasons that Holli ultimately dumps him to the side of the road but doesn't kill him.

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Nails: Bye-bye folks, have a nice life!

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