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........

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