A direct-to-video production directed by Brian Nissen and Richard Rich.
“In the time of the pilgrims,” a witch brings her scarecrow to life and teaches him to dance. He falls in love with a beautiful girl called Polly. Unfortunately, Polly is trapped in a workhouse, trying to save up enough to free herself and a trio of Heartwarming Orphans. Fortunately, the witch has a spell that will allow the scarecrow to look human and try to save them, and he'll have the help of a talking mouse and a magic broom along the way.
The story is Inspired by… Nathaniel Hawthorne’s short story "Feathertop" and its stage adaptation, The Scarecrow, by Percy MacKaye.
This film contains examples of:
- Accidental Misnaming: While trying to endear himself to Polly, Grisham calls the orphans "Griffin, Scooper and Charlie", proving how little he really cares about them.
- Adaptational Backstory Change: In the original short story, Polly is the daughter of a wealthy judge. Her father is Adapted Out of this version, and she is instead introduced as a poor orphan working in a mill to earn her freedom.
- Almost Kiss: Polly and Feathertop are about to kiss after their Dance of Romance, but Grisham interrupts them.
- Ambiguously Jewish: Max the mouse is voiced by the Jewish Corey Feldman, he has a strong New York accent and the temper to go with it, he uses Yiddish as a Second Language, and he has a tendency to kvetch.
- Anachronism Stew: The movie takes place during Colonial American times, yet all the dance moves are clearly from the 20th century, while the characters' dialogue frequently references modern day concepts.
- And Now You Must Marry Me: Count Grisham attempts this with Polly, mainly by trying to get her to dance with him so he can use the dancing spell to make her fall in love with him.
- Animated Musical
- Award-Bait Song: "In Your Arms
", the song which plays while Feathertop teaches Polly to dance, as well as in the credits. - Become a Real Boy: Scarecrow wants to be human in order to help earn Polly's money back, and he is granted his wish by wearing a magic feather Miss Beebee gifted him.
- Beware the Nice Ones: When Cheswick tries to steal Polly's hidden stash from her hiding place, the normally friendly Scarecrow punches him in the face and frightens him off to keep it safe. His line to Cheswick seals it.Scarecrow: (with a fierce edge in his voice) You don't want this jar, 'cause I am One! Bad! Scarecrow!
- Big Eater: Cheswick even named his stomach Melvin since it seems to have a mind of its own. Oddly enough, we never see him eat on screen.
- Breaking the Fourth Wall: Miss Bee Bee does this at the beginning, complete with rewinding the video.
- Butt-Monkey: Cheswick and his dog are constantly getting hurt.
- Cassandra Truth: Cheswick tries to tell Grisham and his henchmen that there's a living scarecrow out there, but Grisham just laughs him off.
- Comically Missing the Point: When Polly climbs out her window to go get her hidden stash of coins, Cheswick sees her passing by. Rather than immediately noticing that she's sneaking out of the Mill, he simply remarks to himself that her climbing down the building doesn't look very safe.
- Didn't Think This Through: While still in his Feathertop disguise, Scarecrow excitedly asks Polly to marry him, and she agrees, arranging the wedding for the next day. But on his way to the church, a solemn Max points out that Scarecrow can't live a life with Polly when he isn't truly human.Max: You're a scarecrow, and you'll always be a scarecrow. You have to let her go.
- Disney Death: Feathertop appears to be dead once the bridge collapses on him, but he miraculously survives. It's implied that the spell that made Feathertop permanently human (for his Heroic Sacrifice) is what brought him back to life.
- Disneyfication: Nathaniel Hawthorne's Feathertop is a short story with No Antagonist, and tells a darkly comedic tale discussing themes of existentialism and human character. This feature length adaptation heavily tones down the more morbid themes of the source material, and also adds various comic relief characters, an actual villain and several musical numbers.
- Disney Villain Death: Count Grisham falls to his death while fighting with Feathertop on the collapsing bridge.
- Dragged into Drag: Max the mouse temporarily dons a dress, wig and lipstick for a show. He's shown to be unhappy with it.
- Dramatic Irony: In-Universe. In the past, young Polly had gathered just enough silver to get herself out of the Mill for good. She had her heart set on getting a home all her own. Meanwhile, Miss Bee Bee feels sorry for what lies ahead for the girl, revealing to the audience that new orphans came to the mill. This would push back Polly's plans to leave Grisham Heights by about six years, since she would choose to save up even more silver to buy all their freedom.
- Earn Your Happy Ending: After years of working in the mill, Polly and the townsfolk are freed from Grisham and get to live their own lives.
- The Eeyore: Farley is the most pessimistic of Polly's orphans, always announces his doubts that their dreams of freedom will come true.
- Egopolis: The town the film is set in is called Grisham Heights, named after the Count himself. Lampshaded by Miss Bee Bee in the beginning. Following Grisham's death, the people rechristen their home "Swing Town".
- Establishing Character Moment: Grisham's the kind of guy who, when his dancing instructor Miss Bee Bee compliments his dancing progress as "good", he'll be livid that she didn't say it was "great".
- Everyone Has Standards: Grisham's butler Woody has loyally served him for years so long as he's paid well. But even he is mortified that his employer would ever imply that he'd rather kill Polly than let her leave.
- Expy: The vast majority of the cast are clearly derivative of various characters from Disney and other animated films, including Richard Rich's own works.
- Scarecrow's human form of Feathertop bears a physical resemblance to both Prince Derek and John Rolfe. His charade is also clearly inspired by Aladdin's Prince Ali persona, with some elements of Pinocchio.
- Polly physically resembles Belle, Anastasia, and Kaylee, while also sharing major character traits with all three.
- Count Grisham is a blatant ripoff of Gaston, even having a similar death scene, while also playing a Jafar to Feathertop's Aladdin.
- Along with being a sentient broom, Bristles also plays a similar role to Magic Carpet from Aladdin.
- Cheswick looks like a shorter, fatter version of Rothbart from The Swan Princess, while his bumbling personality is similar to Bromley from that same film.
- Miss Bee Bee looks suspiciously like the mother of Thumbelina (1994).
- Background characters notably resemble Cinderella, Princess Jasmine and Rip Van Winkle.
- Fat Idiot: Cheswick. He thinks being called an "ignoramos" is a compliment, and when he saw Polly sneaking out through a reflection in a mirror, he looked behind the mirror in confusion.
- Faux Affably Evil: The way Grisham acts around Polly. He bribes her with toys and food for the orphans as well as other things just to try and marry her. But it's rather transparent he's actually arrogant, selfish and bad-tempered.
- Feathered Fiend: Razor, Grisham's pet falcon.
- Fourth-Date Marriage: After Feathertop and Polly win the dance contest, they confess their love to each other and agree to get married in the morning.
- Gaslighting: Scarecrow comes to life to scare away Cheswick from stealing Polly's money. By the time Cheswick returns with Grisham's guards, Scarecrow has assumed his human Feathertop persona and feigns disbelief that Cheswick would mistake him for a scarecrow, allowing the guards to assume that Cheswick is either lying or has lost his mind. Bristles takes it a step further when Cheswick grabs him on the way home, by hitting the latter on the head and making it look like Cheswick just did it to himself.
- Glamour Failure: Scarecrow may look as human as can be while he's Feathertop. But even with the magic feather in his cap, mirrors can easily reveal his true form. Played for Drama when he's exposed by Grisham's mirror room, and before Grisham of all people.
- Gonk: Cheswick's appearance stands out with his short stature, disproportionately long arms, and protruding stomach.
- Heartwarming Orphan:
- Polly is introduced as a cute, kindhearted young girl who speaks to the scarecrow as if he's already alive. Though they don't directly interact, Miss Bee Bee is very fond of her.
- After the Time Skip, Polly has adopted three other orphans, Gretchen, Cooper, and Farley, who constantly talk about their dreams once Polly buys their freedom; Gretchen wants a dog, Cooper wants a garden, and Farley just wants new pairs of shoes.
- Heroic Sacrifice: As Feathertop, Scarecrow risks his life keeping the bridge supported so Polly and the children can cross safely.
- Hoist by His Own Petard: Count Grisham orders his henchman to dismantle the bridge that leads out of town so that when Polly drives over it in her attempt to escape, she will fall to her death. In the end, Grisham is the one who falls off the bridge and dies.
- Hypocrite: Grisham constantly accuses others of being selfish, such as Feathertop getting in the way of him marrying Polly or Polly wanting to buy her freedom from him. When he gets in the way of other peoples' happiness, Grisham doesn't care in the slightest, but when others get in the way of what he wants, he accuses them of being selfish, despite him being always motivated by his own selfishness.
- I Can't Dance: Polly. Feathertop has to teach her.
- I Want My Beloved to Be Happy: Twice over does Scarecrow sadly come to this conclusion. First time is when Max convinces him that Polly can never hope to live a normal life with "Feathertop" if her husband-to-be is actually a scarecrow. Later, after the climax, Feathertop breaks off his engagement with Polly (even though he still loves her) because he "can never be what [she] deserves".
- If I Can't Have You…: After his final attempt to force Polly to marry him fails, an angry and humiliated Grisham decides that he won't let her or the children leave town alive. While Wooden goes off to warn Polly, Grisham has his men dismantle the nearby the bridge that leads out of the town, plotting to either trap Polly in Grisham Heights or let her fall to her death.
- Inciting Incident: The entire plot happened because Grisham accidentally found Miss Bee Bee’s book of Dancing Spells, and then tried to use one of the spells to make Polly fall in love with him years later.
- Indentured Servitude: Orphans like Polly and people who can't pay off their debt are forced to work in a workshop that creates dance clothes in Grisham Heights. The price of freedom is 13 pieces of silver.
- It's All About Me: Count Grisham. Every fiber of his being believes the cosmos revolves around him. When Scarecrow protests to his machinations, Grisham calls him selfish, for not wanting to burned or see Grisham marry Polly in his stead.
- Jerk with a Heart of Gold: Max may be grouchy and sarcastic at times, but at his core, he really does care about Scarecrow's well-being.
- Jerkass Has a Point: Pessimist that he is, Max isn't entirely wrong to say Scarecrow shouldn't marry Polly if he only looks human, regardless that he loves her. Not only would Scarecrow be living a lie, but there's also the implication that Polly would grow old while "Feathertop" (being an ageless Scarecrow) didn't age at all.
- Karma Houdini: With Grisham dead and the spell now permanent, neither Polly or the rest of the town ever discover that Feathertop is actually a scarecrow. When Cheswick tries one final time to expose him, Feathertop simply lets the others dismiss him as mad.
- Magical Accessory: The feather Miss Beebee gifts Scarecrow has the power to make him appear human. It also works when someone else wears it.
- Magic Dance: Miss Beebee has a spell book of them. Count Grisham learns one to make others fall in love with him, and he repeatedly tries to use it on Polly.
- Make a Wish: Scarecrow wishes to be human; thankfully, Miss Beebee left behind a prerecorded message that responds to his wish allowing it to come true.
- Malicious Misnaming: Throughout their interactions, Grisham refers to Feathertop as "Feather-Neck", "Feather-Mouth", "Feather-Head" and "Feather-Chump". While Grisham has a habit of forgetting the names of people he considers unimportant, he's later shown commanding Miss Bee Bee's feather to make himself look like Feathertop, making it clear that getting Feathertop's name wrong before was fully intentional.
- Mama Bear: The reason Polly didn't leave Grisham Heights years ago when she had the chance was because three younger orphans came to the mill. She acts like a mother to them and wants to buy all their freedom, even if it means working an additional six years.
- Meaningful Echo: Earlier, Grisham threatens Feathertop "I suggest you leave town, unless you'd rather die..." in order to keep him away from Polly and tomorrow's dance. When Feathertop does arrive at the dance regardless, he announces "Sorry I'm late, but I'd rather die than miss this dance." Later, when Grisham asks Polly to marry him, she's inspired to respond "I'd rather die".
- The Mirror Shows Your True Self: The feather in Scarecrow's hat only makes him appear human. Mirrors, and other reflective surfaces such as water, show his true identity.
- Motive Decay: Grisham has his heart set on marrying Polly, but his attempts to woo her become increasingly desperate as they keep failing. When he's unable to charm her with gifts, he resorts to using magic dance steps to try forcing her to fall in love with him, then tries to marry her while disguised as Feathertop, and eventually decides to outright kill Polly rather than let her and the children leave town.
- Non-Human Sidekick: Quite a few.
- Miss Bee Bee has a living broom that she names Bristles. After she leaves town, Bristles stays with Scarecrow.
- When Miss Bee Bee brings the Scarecrow to life, her magic also inadvertently gives a mouse hiding in his pocket the ability to speak. The mouse, named Max, is Scarecrow's main companion.
- Cheswick has a tracking dog named Gummy, who is eventually taken in by the dog-loving Gretchen.
- Grisham has a pet falcon named Razor. He sends him to find Polly's stash of money when Grisham fails, and Razor later steals the feather from Feathertop when the latter is trying to escape Grisham's mansion.
- No Smoking: In the original story, the scarecrow uses a corncob pipe to maintain his human form. The film replaces this with a feather that he wears in his hat.
- Not So Above It All:
- Miss Bee Bee may be cheerful and optimistic, but even she's exasperated by Grisham's narcissism.
- Also, despite being a witch, Miss Bee Bee is not immune to her own spells, as Grisham tests one to make someone fall in love on her.
- No Song for the Wicked: Despite being a performer in-universe whose defining trait is his extreme overconfidence and pride in his talent, Grisham is solely focused on his dancing, and does not get a Villain Song. At most, "So the Count can dance" does exposit how Grisham's narcissism and arrogance has enslaved most of the townsfolk, but it's only sung by said-townsfolk.
- O.O.C. Is Serious Business:
- In the prologue, the usually playful and befuddled Miss Bee Bee expresses sadness at reliving the day she left Scarecrow.
- One knows Grisham's love spell dance is effective when he can make his maid (who detests Grisham) to fall madly in love with him. What's more, it's also strong enough to make Polly, who couldn't care less about him, nearly decide to marry him before Feathertop pulls her away.
- Ominous Opera Cape: Grisham wears one, establishing him not only as a villain but a serious Drama Queen.
- Only in It for the Money: Wooden clearly disapproves of Grisham's cruelty and arrogance, and only works for him because the job pays well and keeps him out of poverty. He finally turns on Grisham when the latter plots to kill Polly and the children.
- Only Sane Man:
- While the rest of Grisham's henchmen are either blindly loyal or serve him out of fear, Wooden tries his best to keep his employer on the sensible path, and clearly doesn't appreciate having to put up with Grisham's tantrums and schemes.
- Max the mouse is a good guy variation himself. Between himself, Scarecrow, and the Broom, he's the only one who isn't lead by love sickness and keeps suggesting they make the pragmatic choice, even if he's snippy about it at times. He even lampshades the absurdity that a mouse like him is the only one out of the trio with common sense.
- The Pollyanna: Fittingly, Polly. She always remains optimistic that she and the other orphans will buy their freedom someday.
- Psychopathic Man Child: Count Grisham is an immature and petty man who can't stand not having his way, and he spends most of the first half whining like a Spoiled Brat when he's contradicted or when his plots fail. But when he's humiliated one too many times, he resorts to more murderous methods.Grisham: I'm gonna do a bad, bad thing!
- Right-Hand Attack Dog: Cheswick's dog, Gummy. He gets better at the end of the movie when Gretchen adopts him.
- Screw This, I'm Outta Here: When Miss Beebee realizes that Scarecrow has fallen in love with Polly, she decides to leave town rather than risk being exposed and found by Grisham.
- Spell Book: Miss Beebee has a spell book of different dancing spells, which Count Grisham finds. He learns the dance spell to make someone fall in love with you this way.
- Sweet and Sour Grapes: After the climax, Feathertop sadly breaks off his engagement to Polly so she can marry someone human and leaves her, broken-hearted. But before long, he realizes he's permanently become human, nullifying his reason to leave Polly and sending the two lovers back into each other's arms.
- Talking Animal: Max the mouse is given the ability to talk by the same spell that brings the Scarecrow to life. No other animals talk.
- Unexpected Kindness: At the Money Changer, Polly comes up exactly one copper coin short in exchanging for a piece of silver. So the changer discreetly adds an extra copper coin of his own to tip the scales in her favor.
- Villain Ball: After discovering that Feathertop is actually a scarecrow and subsequently capturing him, Grisham could have publicly exposed Feathertop as a fraud to Polly and rest of the town, possibly even turning the magic-fearing villagers into an angry mob to destroy the enchanted talking scarecrow. Instead, he decides to keep the secret while trying to dispose of Scarecrow on his own, then tries to take on his Feathertop persona to marry Polly himself. Unsurprisingly, this doesn't go well for Grisham.
- Wham Line: "Feathertop... you forgot your feather."
- Would Rather Suffer: When Grisham asks Polly to marry him for the last time, she fiercely declares "I'd rather die!"
- Yiddish as a Second Language: Max drops in an “Oy gevalt."
