Film Review: Oliver & Company (1988)

*All reviews contain spoilers*

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Taurean Blacque – Roscoe

Roscoe Lee Browne – Francis

Dom DeLuise – Fagin

William Glover – Winston

Natalie Gregory – Jenny (speaking voice)

Billy Joel – Dodger

Joey Lawrence – Oliver

Robert Loggia – Sykes

Cheech Marin – Tito

Bette Midler – Georgette

Richard Mulligan – Einstein

Ruth Pointer – Rita (singing voice)

Sheryl Lee Ralph – Rita (speaking voice)

Myhanh Tran – Jenny (singing voice)

Carl Weintraub – DeSoto

Frank Welker – Louie the Sausage Vendor and Animal Sounds

There’s also a huge list of additional voices, but it’s too long to include here; you can find it on IMDB.

Sources of InspirationOliver Twist, a British novel by Charles Dickens, 1838

Release Dates

November 13th, 1988 in New York City, USA (premiere)

November 18th, 1988 in USA (general release)

Run-time – 73 minutes

Directors – George Scribner

Composers – J.A.C. Redford

Worldwide Gross – $74 million

Accolades – 2 wins and 2 nominations

1988 in History

Robert Tappan Morris creates “The Morris Worm,” the first computer virus to gain significant media attention and to be distributed via the Internet

Hungary relaxes travel restrictions to the West, marking the start of the fall of The Iron Curtain

The World Health Organisation begins its mission to eradicate Polio (we’re getting close as of 2017)

The Phantom of the Opera opens two years after its West End debut and becomes Broadway’s longest-running show

The 1988 Black Sea Bumping Incident (what a funny name) occurs, involving a dispute between the USS Yorktown and the Soviet frigate Bezzavetnyy

The Nagorno-Karabakh War begins as the region tries to secede from Azerbaijan

The Liberal Democrats, a new British political party, is formed

Dr. I. King Jordan is elected as Gallaudet University’s first deaf president, a turning point in the Deaf Civil Rights Movement

The Eritrean War of Independence escalates with the vicious Battle of Afabet

Michael Stone murders three people and injures over sixty more at a funeral for three Provisional IRA volunteers in the Milltown Cemetery attack in Belfast

The first Communist-run McDonald’s restaurant opens in Belgrade, Yugoslavia

The America Sings attraction at Disneyland in California is permanently closed

After the USS Samuel B. Roberts (FFG-58) is damaged by a mine, the retaliatory Operation Praying Mantis is launched, an attack on Iranian oil platforms and naval vessels

Celine Dion wins the Eurovision Song Contest for Switzerland, singing Ne Partez Pas Sans Moi

The Soviet Army finally begins withdrawing its troops from Afghanistan after more than eight years of fighting

Microsoft releases its Windows 2.1x operating environment

The first National Cancer Survivors Day is celebrated on the fifth of June, and the first World AIDS Day is on the first of December

Around thirty-six percent of Yellowstone National Park is destroyed in a series of devastating wildfires

The Gare de Lyon rail accident occurs in Paris, killing fifty-six and injuring fifty-seven

167 people are killed in the Piper Alpha disaster when an oil rig (which accounted for ten percent of the North Sea’s oil and gas production) explodes

The Syringe Tide forces closures of many beaches on America’s Atlantic coast, during one of the hottest summers recorded in the area

The infamous terror group Al-Qaeda is founded by Osama bin Laden

The Iran-Iraq War ends in a truce after nearly eight years of fighting

Mehran Karimi Nasseri takes up residence in Terminal One of Paris’s Charles de Gaulle Airport, becoming known as the Terminal Man (and inspiring the Tom Hanks film)

NASA resumes the Space Shuttle flights after two years in the wake of the Challenger Disaster, with the Space Shuttle Discovery

Two Victoria Police officers in their early twenties are gunned down and killed in the Walsh Street police shootings in Australia

The first Fairtrade label, Max Havelaar, is launched in the Netherlands

Benazir Bhutto becomes the first female Prime Minister of an Islam-dominated state (Pakistan)

The Australian Capital Territory is granted self-government

The Lockerbie Bombing occurs over Scotland when Pan Am Flight 103 is blown up, killing 270 people (the perpetrators are believed to be Libyans)

The Russian Mafia begins to expand as the Soviet Union heads for collapse

Births of Skrillex, Rihanna, Brenda Song, Haley Joel Osment, Sara Paxton, Adele, Michael Cera, Mae Whitman, Julianne Hough, Sarah Geronimo, Princess Beatrice of York, Veronica Roth, Rupert Grint, Alicia Vikander, Candice Swanepoel, Emma Stone, Zoë Kravitz, Vanessa Hudgens and Hayley Williams

So! We come at last to the end of Disney’s nearly thirty year “Dark Age,” with Oliver & Company. In the film’s earliest conception, it was planned to be a sequel to The Rescuers (1977), but the producers eventually decided that the story wasn’t convincing that way and started again from scratch, retaining only the New York setting and some similarities between Jenny and Penny (The Rescuers did get its sequel two years after this film).

Following the disaster that was The Black Cauldron in 1985, Disney heads Michael Eisner and Jeffrey Katzenberg held a big meeting that became known as the “Gong show,” in which animators were invited to pitch various projects for potential future films. The soon-to-be-famous team of John Musker and Ron Clements, in the middle of production on The Great Mouse Detective at the time, suggested two projects – The Little Mermaid and Treasure Island in Space. Both would go on to be made, but the latter wouldn’t appear for more than a decade, by which time the duo had produced several other smash hits for Disney. Meanwhile, a young animator called Pete Young suggested they make Oliver Twist, but “with dogs.” Katzenberg had been originally intending to produce a live-action remake of the musical Oliver! when he was still at Paramount, so he heartily approved this idea.

The film started out under the working title of Oliver and the Dodger and was originally much darker and grittier. In 1987, the first draft’s opening scene involved the two Dobermans outright murdering Oliver’s parents, with the rest of the film focusing on Oliver’s quest for revenge – good grief! George Scribner was first slated to co-direct with Richard Rich while Pete Young was made story supervisor, but Rich ended up being fired after The Black Cauldron (which he had co-directed) bombed so spectacularly, and sadly Young passed away during production aged just 37 due to “complications from flu.” With Scribner left as sole director (a relative rarity for animated features at the time), he turned Oliver into a younger and more naïve kitten, while Dodger and the gang were kept as dogs according to Young’s idea and Fagin and Sykes were made into humans. Throughout production, Scribner’s aim was to make the film more “street smart” and keep it relevant to the totally rad teens of the late eighties (apparently achieved by including lots of pop songs and product placement).

Honestly, I’m not quite sure how to approach this one. Reading around, the popular opinion seems to be that the film, well… sucks. And yet, looking away from the “official” reviews in more informal places like YouTube comments and such, it does seem to have a lot of nostalgic fans. I was with a friend recently and mentioned to her that Oliver & Company would be my film review for this week, noting how much other reviewers seem to hate it. To my surprise, she defended it passionately, even busting out a few bars of Why Should I Worry? – clearly, the film’s legacy shouldn’t be underestimated.

Characters and Vocal Performances

The cast of the film featured lots of native New Yorkers like Bette Midler, Billy Joel, Sheryl Lee Ralph and Roscoe Lee Browne. Four years before Aladdin, Disney was already using contemporary big names to draw in audiences.

The role of Dodger was considered for Steve Martin and Burt Reynolds, but in a rather risky move was finally offered to Billy Joel (who had never acted before). Joel auditioned by telephone and took the role partly to please his young daughter, Alexa Ray, who was then nearly three years old. Dom DeLuise, meanwhile, was better known for appearing in the films of Disney’s rival, Don Bluth; this was his only work for Disney, and he even chose the project over Bluth’s latest one, The Land Before Time. Patrick Stewart was originally considered for Francis, but he was busy playing Captain Picard on Star Trek: The Next Generation, so the role went to Roscoe Lee Browne. (Stewart did eventually land a role in the canon – in Chicken Little. Oh hell). Sykes was nearly played by Marlon Brando, of all people, with the role being offered to him by Eisner himself. Brando, though, turned it down, as he feared the film would bomb (not quite on the money there, but the film did turn out to lack lasting appeal). In another surprise, Rita was nearly played by Whitney Houston – but this didn’t work out either, unfortunately (not that I have any problem with Sheryl Lee Ralph).

Oliver does feel it

Our lead here is Oliver, a ginger kitten who is the latest in a long, long line of child protagonists. He was based on the likes of Figaro from Pinocchio and Thumper from Bambi, in an attempt to capture the essence of a convincingly real child while still maintaining some level of “cuteness.” It works fairly well; his youthful naïveté is balanced with a believable personality that prevents him from being cloyingly sweet.  As we see in his darkest moments, Oliver has considerable spirit and perseverance for such a young character, making him much easier to root for – he stands up for himself and won’t be pushed around, not even by someone as charismatic as Dodger. He has a certain kind of “cockiness” typical of a little boy, and his relationship to Dodger seems to reflect that of a little brother looking up to (or being annoyed by) his older sibling.

The trouble with Oliver, though, is that although he possesses enough distinctive traits to prevent him from being a cipher, he still feels like one because he’s so underused in his own film. Oliver’s goal is simply to find a loving family and he achieves this relatively quickly, causing the focus of the plot to begin to drift away from him the further in we get. By the end, he feels like a supporting character in his own film (rather like Aurora did), which is never good. Personally, I think the problem might be that screenwriters struggle to find anything for child characters to do; after all, they’re limited by the fact that a young child can’t look after themselves or act entirely independently, always requiring care and support from older characters (at least if the story is going to be believable). Watching the harrowing opening scene, you get the feeling that for all his pluck, little Oliver wouldn’t last a week on the streets without the protection of the strays. It also doesn’t help that Dodger ends up stealing the show with his flashy character – it’s hard to shine when someone in the supporting cast has a much more engaging presence than you. Of course, this has been the case with Oliver in earlier adaptations of the story, too, so I’m not picking on Disney; I think they did a good job with him, as far as was possible.

Dodger on the mini
A dog in shades car-surfing… could he BE any cooler?

Dodger in this adaptation is a not-so-Artful mongrel who Oliver meets on his first morning as a stray. The clear inspiration for him was Tramp from Lady and the Tramp, but the two characters are definitely different. While Tramp was a bit of a ladies’ man and a drifter, Dodger feels like more of a genuine tramp than his predecessor; he’s scruffy, down on his luck and not half as cool as he makes himself out to be (much like the rest of his pack). One big difference between the two is that Dodger is connected to the other characters through a strong sense of loyalty, always there for Fagin and the other dogs no matter what. Tramp, on the other hand, didn’t like having any personal ties to anybody (at least until he met Lady). Dodger has a strong personality and tends to dominate any scene he’s in, but it’s actually hard to pin down who he really is because he seems to shift and change in reaction to whoever he’s dealing with in any particular scene, always wearing a “mask” as though he’s afraid to let his guard down. His big song is great fun, of course – it is Billy Joel – but that’s about as much fun as I got out of the character.

Although I see what they were going for with Dodger, I can’t help feeling like they tried too hard to push his “coolness” at the expense of character development. From the moment he first struts on screen wearing sunglasses and catcalling to the ladies, you’re rolling your eyes at Disney’s attempts to force his “relevance” down your throat. Dodger doesn’t really change across the course of the film; he exits in almost the same way as he came in, disappearing into the hustle and bustle of the city, except that now he has a newfound respect for cats (and rich folk) thanks to Oliver. Granted, Dodger’s not as much of a main character as Tramp was, but it’s still disappointing that he doesn’t get more of an arc. From what we see of him, he comes across as a bit of a jerk for most of the film, trying to double-cross Oliver and then later throwing a touchy tantrum when the poor kid gets offered a great opportunity: when I re-watched the film, I found it hard to see anything appealing about him. He speaks in clichéd puns and uses sleazy charm to get what he wants, but he seems far more concerned with his own needs than those of Oliver, who is, remember, a child. I know, I know, he defends his master, saves Oliver and all of that stuff at the end – but that loyalty is his only positive trait, and you can’t build a whole character on one trait. Aside from loyalty, the rest of his character is just pure, undiluted, totally gnarly 1988. Way to be subtle, Disney.

Oliver & Company Tito

The other four dogs in Dodger’s gang are little more than stereotypes, who like Dodger seem to draw inspiration from similar characters in Lady and the Tramp. Ignacio Alonso Julio Federico de Tito is a brash little Chihuahua and is by far the most prominent dog besides the “Dodge” himself, filling that oh-so-necessary role of comic relief. As with many such characters, Tito was heavily influenced by the speech and mannerisms of his voice actor, Cheech Marin, years before Robin Williams lent his likeness to the Genie (although mercifully the filmmakers chose not to give Tito his own song). Marin apparently enjoyed working with Scribner and was encouraged to improvise in the recording sessions, but he refrained for the most part and stuck to the script, which perhaps kept Tito from being even more annoying than he already is. Still, it’s undeniable that Tito is a rather unflattering stereotype of Hispanics; I suppose we should just be glad that Tito wasn’t in The Aristocats! It’s clear that the filmmakers thought he was the best thing since sliced bread, as he’s featured prominently throughout the film and was pushed in advance publicity as one of its main draws. He even gets his own subplots, involving Jenny finding Oliver due to Tito’s incompetence as a guardian, and of course the, er, “romantic” subplot between him and Georgette. It comes down to personal taste, but most other critics seem to see Tito as this film’s Gurgi – a nuisance who gets far too much screen time. (I don’t mind him, but then I do have a guilty soft spot for these types of characters).

Oliver & Company Rita

Rita, a Saluki and the only female dog in the group, feels a bit more mature than her goofy comrades. She seems to take something of a motherly (or sisterly) interest in Oliver’s wellbeing and looks out for him; when Tito loses him, she appears to be the one who’s most worried about him. It’s also hinted at that she has a closer relationship with Dodger than the others – and not necessarily a romantic one, which is a nice change. Small character details, such as the little looks they exchange at times or the way they instinctively turn to each other in tough moments, suggest that they have perhaps known each other the longest. This is about as much depth as she gets, though, which is a pity: I hate it when female characters are defined primarily in terms of their relationship to the male ones, and it’s difficult to describe Rita’s function in the film without mentioning Dodger. Her best moment, independent of him, is when she holds her own in the face of Roscoe’s unwanted attentions, smartly putting him in his place with no trace of intimidation. After that, she (and to be honest every dog except Tito) get very little to do. Still, she does make a nice contrast to the diva Georgette and the two share a brief, funny moment when Rita gets curious about one of Georgette’s former flames…

Einstein and Francis are a Great Dane and a bulldog, respectively, who round out Dodger’s gang. What can I say about them? They really are the most underused characters in the main cast, both serving largely as comic relief but in opposing ways.

Einstein is a big, doltish lunk who is given almost no personality and nothing to do beyond drawing the occasional laugh with his slow-on-the-uptake brand of humour. He also acts as a useful wall of meat when required in heavy-duty situations (like running into a moving car to simulate an accident) or in fights (he’s the only dog in the gang on the same scale as the Dobermans, although interestingly he never gets to rumble with them). I’m willing to bet that he was included thanks to the popularity of another big goofy Great Dane who was popular at that time… right, Shaggy? (It’s worth bearing in mind that the previous Disney Great Dane, Danny from One Hundred and One Dalmatians, was created before Scooby’s debut).

Francis is the “intellectual” of the group, with a fondness for art and literature. As is so typical of characters like this, he’s rather pompous and stuffy, with even his friends getting sick of it at times. He clashes particularly with the more gauche Tito, perhaps reflecting a lot of audience members’ feelings towards the little Chihuahua. He comes across as a bit of a daydreamer, as he invariably fails when he’s put in charge of anything – failing to get the food when it’s his turn, failing to watch out for Sykes when he’s put on lookout duty… I love a good book too, Frankie, but you need to get your head in the game boy!

Oliver & Company Fagin

Fagin in this version of the story is a run-down hobo and the owner of the dog pack. Disney’s take on Fagin lacks some of the finesse of earlier versions, but he’s still essentially the same character – a petty thief who’s in way over his head with an even bigger crook. Fagin is primarily defined here by his weakness, having little control over the events of the plot and constantly trying to put off Sykes and his hench-dogs while he scrambles to get the money he needs. His one truly decisive act is his plan to ransom Oliver (not exactly protagonist material, is he?), but even this collapses when he realises that Oliver’s new owner is just a frightened little girl and can’t bring himself to extort cash from her. He clearly does have a heart, but then, the fact that the villain himself congratulates Fagin on “starting to think big” with the ransoming scheme just shows us how morally grey our human “hero” is in this film.

You do kind of feel for him though, even if the predicament he’s in is largely his own fault (seriously, Fagin, borrowing money from a loan shark?); the pressure on him is a tangible and uncomfortable threat underlying the entire film and you can really feel the desperation in his hopeless expressions and nervous fidgeting. Dom DeLuise also instils him with a great deal of warmth, making for a good casting decision on Disney’s part.

His fate at the end of the film is somewhat ambiguous… like, is he just going to mooch off the Foxworth family forever now, or something? We have to assume not, but in that case, it surely won’t be long before he falls into dangerous levels of debt once again. Still, his return to poverty at the end does demonstrate a certain level of self-respect, as he could probably have charmed a little “charity” out of old Winston if he’d wanted. It also explains why the other dogs go back rather than staying with Oliver – clearly, gang loyalty trumps all else.

Sykes says three days

Sykes in this film is a mobster loan shark who has Fagin’s life in his hands and he makes for a fairly effective villain, representing the stereotypical ruthless and corrupt businessman of the Reagan Era (stick it to the man, right?). He’s presented in a subtle way à la Lady Tremaine with lots of nice cinematography, but unlike her, he doesn’t really get any single standout scene to make him as memorable as she was. Presumably he’s not as crafty as he makes out, either, what with the whole badly-organised kidnapping thing he attempts near the end; you get the feeling that he’s little more than a common thug in a nice suit. With little personality to speak of and no intimate connection to any of the characters besides Fagin, he’s definitely not one of Disney’s strongest antagonists. He does have a strong presence though, fitting the tone of the cutthroat New York underworld perfectly and becoming the first Disney character to wield a handgun, in the presence of a child no less (although he never gets to fire it). He also gets a truly horrific death as his car is hit head-on by a subway train, sending its remains over the edge of the Brooklyn Bridge in a fiery explosion. Damn, Disney!

Sykes brutal death

Roscoe and DeSoto in limo
Roscoe on the left, DeSoto on the right

Sykes’s “henchmen” are a pair of Doberman Pinschers, big, intimidating and nearly indistinguishable from one another. Roscoe, who wears the red collar, seems to be the more “refined” of the pair and does most of the talking, apparently possessing a lecherous desire for Rita and a sort of respectful hatred of Dodger. DeSoto, in blue, seems to be the more violent one of the pair, the quieter “madman” who is kept in check by his brother/colleague. In fact, the way these two are introduced is an effective scene which showcases all the members of Dodger’s gang better than any other part of the film, getting across their personalities with their different reactions to the bullies’ threats. Roscoe and DeSoto themselves are little more than ciphers with just one personality trait between them – aggression – but they don’t really need to be anything more than this and are sufficiently menacing for the tone.

The characters were likely named after Roscoe Boulevard and Desoto Avenue in the San Fernando Valley, which is just a few miles from Walt Disney Studios. There’s a certain irony in the casting of Taurean Blacque as Roscoe, as in reality he is a spokesperson for the County of Los Angeles Adoption Services office and has adopted ten children himself (in addition to having two sons of his own). To think, we’ve got a nice guy like that playing a villain in an Oliver Twist adaptation!

Georgette ain't Lassie

The remaining three characters of importance are the Foxworths. Georgette (could her name have been derived from the director’s?) is a bitch in every sense, a prissy and pampered poodle who enjoys a life of luxury until Oliver comes along and begins to take Jenny’s attention away. Georgette wasn’t strictly necessary to the plot, but it’s hard to imagine the film without her because she’s given such a blistering personality courtesy of Bette Midler. Sure, she may be a stereotype, but she’s a riot and I really enjoy watching her – hammy characters like this are always a lot of fun. Of course, she’s not as perfect as she claims; her selfishness seemingly knows no bounds and she’s not particularly likeable, even if she is enjoyable. The fact that she joins the rescue mission to save Jenny at the end feels almost out of character, as Georgette hasn’t shown herself to be especially fond of the girl before this. In fact, you get the sense that Georgette is not so much Jenny’s pet as her parents’; these people have lavished a disturbing amount of money and attention on their dog, to the point that she has a career and a bedroom with actual architecture to it.

Her interactions with the stray gang are sometimes rather cringe-worthy, especially when she makes that incredibly tasteless “aren’t you here to ravage me?” joke after spotting Dodger in her room… yeah, not something that many people today would find funny, although it does highlight the extreme depth of her narcissism.  Then there’s the moment where she breaks a nail during the break-in at Sykes’s place… seriously? That’s what you’re going with, Disney? Even in 1988, that was the oldest joke in the book when it came to divas. One thing I found out when preparing this review is that apparently, Standard Poodles are the second-smartest dog breed after Border Collies, so there was a lot of potential to take Georgette’s character in a different direction, but what the heck. I can’t bring myself to hate her! Georgette – she’s beauty unleashed!

Jenny with Georgette at docks

Poor little Penny
See any resemblance?

Jenny Foxworth is awfully similar to Penny from The Rescuers, but then she did start out as literally the same character. It’s quite difficult to find much to say about her because she’s more of a plot device than a character, much like Penny was. Although she’s not an actual orphan, her situation is somewhat similar to Penny’s as she’s constantly on her own while her parents are off doing stuff abroad, leaving her with only the butler Winston for company. Much like Penny did, Jenny latches onto a cat to solve her loneliness, although she doesn’t seem to know much about cat care (Ice-cream? Chocolate, seriously?). This is yet another stereotype – a poor little rich girl whose parents give her everything but their attention – but Jenny manages to remain sweet without becoming nauseating and is apparently quite a down-to-earth kid despite her wealth. She demonstrates some pluck in going down to the seedy New York docks at night with only a poodle for protection, all to try and save Oliver, and her subsequent kidnapping is more Fagin’s fault than hers. She’s sympathetic enough to serve her purpose as Oliver’s ultimate goal, so really that’s all that matters.

Winston on the phone

Winston (wow, clever naming for a butler) is only present at all because Jenny has to be shown to have a guardian in her parents’ absence, but he does a pretty poor job of this, somehow managing to let Jenny slip away late at night and wander into a bad neighbourhood where she’s promptly kidnapped (there’s a level of realistically adult fear in this scenario which I would imagine adds a lot of tension for any viewers with kids). Despite his incompetence, Winston clearly does care about the girl, looking concerned for her when she finds out her parents aren’t going to be home for her birthday – the relationship between these two reminds me of that between Dawson and Olivia in The Great Mouse Detective.

As this was Disney’s fourth film to focus mainly on dogs after Lady and the Tramp, One Hundred and One Dalmatians and The Fox and the Hound, we see several cameos by dogs from those earlier films in the song numbers or crowd scenes – although none of them look as good in this film as they did back then. For the eagle-eyed among you, the man Fagin is briefly seen trying to pawn his watch to is a caricature of Peter Schneider, who you’ll remember was the vice-president of the animation unit at the time.


Oliver & Company marks the debut of an intriguing computer system which would be featured heavily in many of Disney’s upcoming films called the Computer Animation Production System, or CAPS. Disney invested a whopping $15 million into this with the intention of using it long term and this film would be its first big showcase. Unlike their earlier, limited forays into the world of computer graphics in films like The Black Cauldron and The Great Mouse Detective, a full eleven minutes of this film would be computer-generated – everything from the cars and taxis to the trains and skyscrapers, as well as Fagin’s rickety scooter and entire environments like the subway tunnels. In the past, the Disney artists had had to liaise with a computer-graphics engineer to get the results they wanted, but this time around they had two specially-trained computer animators called Michael Cedeno and Tina Price, allowing them greater creative control over the finished product.

Some of the CGI here was quite complex; Fagin’s scooter, for instance, was composed of eighteen separate parts which each had fifteen different motion controls. The use of CGI environments also freed the filmmakers up to be more creative with their cinematography at times, shooting scenes from complex, shifting angles which would have been far too time-consuming in the traditional style. Aided by the CGI, this is perhaps the first Disney film set in a city to portray it as cities actually are; the previous excursions to places like London and Paris felt odd because the streets always seemed to be deserted, but not so here: New York City here is as active and bustling as the real thing. There was a drawback to this increased use of the computer, though. The animation is one of the things which really ages this film more than its eighties brethren in the canon, as the extensive use of CGI does tend to stick out a bit. In Christopher Finch’s words, it’s innovative but intrusive – thankfully later efforts would be incorporated more discreetly.

Oliver & Company traffic

The traditional animation of the film was handled by many of the bigger names in Disney’s young new crowd, such as Glen Keane, Ruben Aquino, Mike Gabriel, Hendel Butoy and Mark Henn. Six supervising animators worked with a team of over 300 artists and technicians for more than two years to create the film, and this was the last one to use line overlay (or cel overlay), a technique which was used to match the lines of the Xeroxed objects in the film to the backgrounds.

To be honest, this isn’t one of the high points for Disney animation. The quality could best be described as inconsistent, with some perfectly fine moments eclipsed by several abominable ones – seriously, look at some of the background characters in crowd scenes to see what I mean. Still, the animal leads at least look good, as you would expect from Disney by this point – classes in dog anatomy were held for the animators as many of those at the studio at the time had not been involved with Disney’s earlier dog-themed projects, with Glen Keane passing on some of the wisdom he’d gained from Ollie Johnston back around the time of The Fox and the Hound. Real dogs of various breeds were also let loose around the studio to provide the animators with a frame of reference, and the results of all this effort can be felt throughout the film. All of the animal characters behave believably, with Oliver cleaning himself and starting at loud noises, while the dogs use their noses and eyes to express themselves in moments when they’re acting with humans like Fagin. It really wouldn’t be a Dark Age film if it weren’t for the killer character animation, would it?


If you’re going into this expecting Dickens, you’ll be disappointed. It’s only loosely based on the original novel and omits quite a bit of the plot from it, as well as whole characters like Nancy (although Rita is a rough equivalent). Some of the character names, like Sykes and Fagin, feel particularly out of place in modern-day New York.

In this film the story artists and screenwriters were credited separately for the first time, but the two groups still worked closely together. Despite this, some critics such as Christopher Finch still felt that the story in this feature was weaker than it had been in the previous one, Mouse Detective. As work on the plot progressed, Roy E. Disney came up with the idea that Fagin would attempt to steal a baby panda from the city zoo (bit random), but the writers ultimately decided to drop this after Scribner made a suggestion that Fagin could instead hold Oliver for ransom because he was a rare and valuable Asian cat. This plot thread managed to remain in the film, but with Oliver’s fancy breed dropped (perhaps because it risked alienating people from him).

Fagin and Oliver at docks

The pacing of this film leaves a lot to be desired. As the story progresses, our title character seems to become less and less relevant because he achieves his ultimate goal about halfway through when Jenny adopts him. Towards the end, Oliver has just been absorbed into Dodger’s gang, has almost stopped speaking and is basically just an object –a MacGuffin, if you will – to be passed about between the other characters.

The climax, at least, is well-handled and filled with great tension (largely thanks to the villain’s strong, threatening presence), but even that has some incredibly contrived moments. As the chase leads the characters out of the subway tunnels and onto the Brooklyn Bridge, there’s a blink-and-you’ll-miss-it moment as the train is approaching where Tito somehow manages to make Fagin’s scooter do a little “hop” up onto one of the suspension cables – this has to be one of the laziest and most ridiculous solutions to impending doom that I’ve seen in any Disney film so far. How was it even possible? And speaking of the climax, there’s another moment right after this where we see Sykes violently flinging little Oliver out of his car just seconds before the train hits – how the hell did a tiny kitten survive that? And a few minutes earlier, we see Roscoe and DeSoto die (quite horribly) after falling onto the electrified third rail on the train line – yet somehow Tito survives being electrocuted multiple times in the same film? There’s quite a lot about this finale that doesn’t add up.

The actual ending scene feels a bit off, too, with Oliver remaining in the lap of luxury while his friends all go back to being bums, apparently quite happily. I feel like there’s some kind of strange message here about the importance of maintaining the status quo – not stepping outside of your designated place (or class) in life, don’t rock the boat, that sort of thing – but perhaps I’m just over-thinking it. It just doesn’t seem like a satisfying conclusion; will the Foxworths provide any financial assistance to Fagin now? Will the gang come to visit Oliver and have dinner every now and then? So many questions and no satisfying answers.


In a fitting end to the Dark Age, the art quality in this film is rather shabby, although admittedly this grimy style suits the financially troubled and crime-ridden New York City of the day. The animators used a database from Skidmore, Owings and Merrill to accurately recreate the New York City skyline, and the panoramic shots of the city make for some of the film’s best scenery.

Oliver & Company marks an interesting “first” in the canon – it’s the first Disney film to include real world products and logos. There are over thirty to be spotted, including Kodak, Dr. Scholls, Sony, Diet Coke, Tab, McDonald’s, Yamaha, Ryder and USA Today, but according to the filmmakers in an interview on ABC’s The Wonderful World of Disney, none of this was paid product placement and the brands were simply included for realism. After all, it wouldn’t be New York City without advertising (they have a point).

It may add realism, but it also has the effect of dating the film quite a lot; what with all the brand names combined with the eighties soundtrack, this feels like the most badly aged Disney film in the canon as it’s so clearly a product of its time. Seriously, you could make a drinking game out of all the eighties stuff packed into it: wrestling, Jane Fonda-style exercise tapes, sweatbands, boom boxes, TIME Magazine (the “Person of the Year” in ’88 was actually Planet Earth – cool, man)… It’s almost funny how hard Disney was trying to make this film relevant.

Georgette with Busby birds

Director George Scribner borrowed a shooting technique from Lady and the Tramp (not the only thing he borrowed from it, either) by blocking out the scenes on real New York streets and then photographing them with cameras mounted eighteen inches off the ground. This allowed the animators a simulated “dogs-eye view” of the scenes they were creating, giving them a realistic perspective on the action. The dances of the dogs were apparently based on the choreography of Bob Fosse, a four-time Academy Award winner who had recently passed away at the time and was best known for his work on musicals and films like Cabaret (1972), Chicago (1975) and All That Jazz (1979). Georgette’s number also features some more of that Busby Berkeley aesthetic that we saw in Ratigan’s big showstopper of the previous film, making it a natural highlight of the cinematography.

Of course, the best cinematography is reserved for the villain. Sykes, with all of his scenes taking place at night, is always presented in shadow and is sometimes not visible at all – we simply hear his menacing voice coming from inside a car or the other side of a door. We get a lot of perspective shots with him, especially when he’s dealing with Fagin, so that we see Fagin’s terrified reactions without seeing the expressions Sykes himself is making. It’s a subtly effective method of increasing the emotional impact of the scenes which plays on the old Jaws technique of keeping the villain hidden as much as possible, because the imagination can often be scarier than anything the camera shows. When Sykes is on screen the focus is often on his hands, with several close-ups of them as he tweaks buttons in his car or the famous “snap” he makes when he’s going to set his Dobermans on someone. He has just the sort of hands you’d expect of such a man; big and meaty yet skilfully dextrous at the same time, always moving as though itching for a throat to strangle… Like Cruella De Vil before him, he’s also bathed in noxious clouds of smoke from his cigars, further obscuring him, and since most of the dirty work is carried out by his dogs we’re left with the idea of what he’s actually capable of to trouble our thoughts (this is carried through when he produces a gun, but he never uses it – undoubtedly he’d be a good shot if he did).


Oliver & Company’s soundtrack is definitely one of its better aspects. The score was created by J.A.C. Redford under the supervision of Carole Childs and it was the idea of Jeffrey Katzenberg to bring in some big-name singers and songwriters for the project, with the plan being for each of them to create one song each for the film. In addition to Billy Joel, Barry Manilow and Huey Lewis, Katzenberg brought in lyricist Howard Ashman at the suggestion of mutual friend David Geffen (I’ve also heard that Ashman’s involvement was down to Peter Schneider, who knew him from Little Shop of Horrors). Ashman contributed the song Once Upon a Time in New York City in collaboration with Barry Mann, and it would prove to be just the first in a string of hugely successful pieces by Ashman for Disney before his untimely death at just forty in 1991. Redford was chosen for the score because he had a working relationship with Disney music executive Chris Montan on the series St. Elsewhere and he went on to do plenty of other work for Disney, such as orchestrating the recent features Saving Mr. Banks and Monsters University. (Also, the C in his name stands for “Clawson,” which makes me really happy).

The film opens on its first song, Once Upon a Time in New York City, which plays over the scenes of Oliver waiting to be chosen from a box of kittens and his nerve-wracking night on the streets. It’s very, very eighties, full of synth and insistent drumbeats, but if you like that sort of thing (and I do, if I’m honest with myself) then you’ll probably love it. It’s stirringly performed by Huey Lewis of Huey Lewis and the News and has an appropriately melancholy tone, but there is an element of hope underlying it too. No prizes for guessing where they got the idea of using Lewis – his success on the Back to the Future soundtrack three years earlier likely had something to do with it.

Why Should I Worry? is Billy Joel’s big showpiece, written by Dan Hartman and Charlie Midnight. This one is a real Disney classic, very fun and danceable and insanely catchy. Even if you haven’t seen the film, you probably know this song. I’m not criticising Billy Joel’s acting, but as a singer he’s clearly more in his element during this scene and Dodger becomes much more likeable when performing. The scene this song is featured in also includes most of the cameos from earlier Disney dogs (odd that they didn’t include Pluto, though – they missed a trick there).

Why Should Dodger Worry

Streets of Gold was written by Dean Pitchford and Tom Snow and is performed with lustre by Ruth Pointer of the Pointer Sisters. It’s done in the New Jack swing style that was especially popular in New York at the time, filled with hip-hop and jazz influences and underlined with that distinctive eighties drumbeat. This song effortlessly captures the kind of cool ‘tude that the filmmakers were trying so hard to infuse the rest of the film with and I love it – you just have to dance to it when it comes on. That said, it’s a bit random and if I were to nit-pick, it doesn’t feel strictly necessary to the scene. Rita’s voice also changes dramatically when she sings, even taking on a new accent with a kind of southern twang!

Perfect Isn’t Easy was written by Barry Manilow (I was so surprised when I found that out), Jack Feldman and Bruce Sussman. It’s performed by Bette Midler with all the showbizzy glamour she can muster and is my favourite song from the film; like many Disney fans, I also love a good musical, and this one is about as “musical” as it gets. Georgette is the perfect character for a song like this – I mean, who else could launch into a big MGM-style production fresh out of bed? You can tell the filmmakers enjoyed working with this character because she really wasn’t significant enough to need an entire song to introduce her, but then, it’s Georgette – she’s beauty unleashed, of course she needs a whole song about how great she is. The vocals from Midler are both powerful and hilarious as she blends the narcissism of a true diva with the yapping of a poodle, topping it all off with an impressive twelve-second belt.

Georgette's big songGeorgette's big cushionGeorgette on stairs

Good Company was written by Ron Rocha and Robert Minkoff and is performed by Myhanh Tran, covering for Natalie Gregory. This is honestly one of the weaker songs, although the melody is used as a kind of motif throughout the rest of the score. The whole scene has a weird vibe to it, as though Jenny and Oliver are on some kind of date… I know she’s feeling lonely, but this sudden attachment to a kitten almost feels sad. The song itself is also kind of flat and bland and isn’t much fun to sing along to, but for all that, it’s harmless enough and I’ve certainly heard worse in earlier films.

Interestingly, there’s a brief reference by Tito to Heigh-Ho from Snow White, as if they’re saying “See, Disney’s hip, kids! Disney’s cool! We don’t make outdated stuff like that anymore. Ha, ha… ha…” All it really does is remind you that you’re not watching Snow White (thank goodness we’re nearly at The Little Mermaid), but I suppose it was just intended as a joke. I know I’m over-thinking it, but does this mean that Snow White – and by extension, Disney itself – exists within the universe of Oliver & Company? Hmm…

The general score is alright, but it’s nothing remarkable. There weren’t really any moments where I noticed it especially, which I suppose you could argue is the mark of a well-made score, but it’s a shame it didn’t get a moment to shine like some of the earlier Disney scores did. A lot of the song melodies are woven into it as character motifs, which help to anchor them into the setting of the overall film and keep them from feeling too out of place.

The writing is similarly serviceable, littered as it is with pop-culture references and bad puns mostly courtesy of Dodger and Tito (“Total cat-astrophe,” really?), but there are a few lines which stood out thanks to the excellent readings from the voice actors. When Fagin has been given his three-day deadline from Sykes, the poor guy’s standing there looking desperate and cries out, to nobody in particular, “I’m having a bad DAY!” It was a small but relatable moment that had me in stitches; we’ve all felt like just yelling that at times, especially if you work in retail! Sykes himself also gets a few good ones, such as when he’s on the phone to some fellow thugs and we hear him saying things like “What do you mean? You start with the knuckles!” and “No, you don’t kill him yet!” The casually sinister way that Loggia is saying this stuff makes the hairs stand up on the back of your neck, that’s for sure.

Final Verdict

In the run-up to the release, Katzenberg tried to keep the focus on the Dickens novel and the pop songs in the marketing, with promotional tie-ins from the likes of Sears which created products with themes inspired by the film, and McDonald’s which sold Christmas musical ornaments based on Oliver and Dodger, as well as finger puppets of the characters included in Happy Meals. (For the rerelease in 1996, the marketing campaign was done with Burger King).

In the UK, the film was apparently not distributed by the usual Buena Vista International, but instead by Warner Bros. I found that pretty surprising – who’d have thought two Hollywood giants like these could work together like that? Of course, Warner Bros. animation department hadn’t seriously challenged Disney for a long time by 1988, but with the rebirth of their own animation wing in 1980 it looked like that might be about to change. When Oliver & Company was brought out on home video, though, Buena Vista International took over distribution once again.

For the second time in a row, Disney was facing off directly with a Don Bluth feature, in this case The Land Before Time. As it turned out, the result this time was a reversal of the outcome on the previous occasion. Although it was the Disney film which made the more money, Bluth’s film received the more favourable reviews and has gone down in animation history as a classic, whereas Oliver is frequently derided these days for its shameless attempts to pander to an older and “edgier” demographic as well as for its weak plot. Oh sure, it still has its fans and the songs are still counted among Disney’s better ones, but it’s only a classic insofar as it’s included in the canon. Coincidentally, Oliver & Company also turned out to be quite similar to Bluth’s next project, All Dogs Go to Heaven, which came out the following year and also featured a rough-and-tough talking dog alongside a sweet little girl. Oliver was rereleased theatrically in 1996 in direct competition with that film’s sequel, All Dogs Go to Heaven 2, which Bluth hadn’t even been involved with.

Even during its original release, Oliver got mixed reviews. It seemed to achieve its goal of appealing to the teen crowd, at least, but some critics founds it to be lacking when compared to the earlier classics in the canon. The plot was widely criticised, not just for straying from the Dickens original but for being fragmented and episodic, while other critics picked apart the lacklustre animation. Even some of Disney’s own animators weren’t too pleased with the result, calling it “another talking dog-and-cat movie.” Roger Ebert and Peter Travers were among those who were kinder to it, describing it as “harmless, inoffensive” and a “tip-top frolic.” Frank Thomas described it as the “first out-and-out comedy among the Disney features,” which is debatable (had he not seen The Jungle Book?). Meanwhile, John Grant summarised it by saying “Dickens it ain’t.”

The VHS release was delayed until 1996-1997 despite the film’s financial success, with a DVD following in 2002, another in 2009 for the twentieth anniversary (a few months late) and a twenty-fifth anniversary Blu-ray in 2013. It remains one of the few animated films to feature front-and-centre shots of the Twin Towers, which made a minor point of controversy around the time of the DVD release. In the wake of the tragedy of 9/11, when shots of the towers were being removed from many other films to try and avoid upsetting people who had been affected by the event, Disney made the brave decision not to edit them out of Oliver & Company, although this was mainly due to the costly technical problems it would cause because of how heavily featured the towers are. Many New Yorkers apparently commended Disney for not altering the film because they felt it was a good portrayal of how New York City was before 9/11 and didn’t want it to be changed.

My opinion of this one is hard to articulate. I don’t hate the film by any means – I even enjoy watching it. If Lady and the Tramp is a gourmet meal, Oliver & Company is a KFC: it’s not particularly nutritious and there wasn’t a ton of effort put into it, but it’s enjoyable and harmless enough as long as you don’t eat/watch it too often. I do like the music and some of the characters are fun, but there are definitely much better Disney films in the Dark Age and this was a bit of a cheap note to end the era on. If you want to see one of those rare Disney films with a cat as the good guy, or if you’re particularly obsessed with New York City, this might be the film for you. For the general Disney or animation fan, however, I’d say you could save time by just looking up the songs on YouTube, as they’re the best thing about it. Then again, if you’re a purist like me and want to see it just to say you’ve seen them all, go ahead – it may not be the best Disney film, but it’s also far from being the worst.

My Rating – 3/5


I consulted my own books to research for this review, as well as some standard web sources:

The Art of Walt Disney (2011 ed.) by Christopher Finch

Encyclopedia of Walt Disney’s Animated Characters (1998 ed.) by John Grant

Disney’s Art of Animation: From Mickey Mouse to Hercules (1997 ed.) by Bob Thomas – credit for poster – wiki page – IMDB profile

20 Replies to “Film Review: Oliver & Company (1988)”

  1. Of all the post-JUNGLE BOOK and pre-LITTLE MERMAID Disney animated features, OLIVER & COMPANY happens to be my #1 favorite– has been since I was a little guy. Even though MERMAID gets all the glory, I like to think of this one as the real first entry in the Renaissance lineup. Tangentially, for the life of me, I can’t understand why it has gotten such a tepid reputation over the years…

    As much as I love the movie, though, I do have one complaint: Sheryl Lee Ralph, who voices Rita, has done her fair share of singing in the past (including her turn as Deena in the original cast of the Broadway musical DREAMGIRLS), so it really seems strange to me that they chose Ruth Pointer to sing “Streets of Gold” instead. Don’t get me wrong, Ruth’s performance is great, but I would have preferred to hear Sheryl sing it…

    Liked by 1 person

    1. I do like this one generally; my closing comment there might have sounded a bit harsh, but I’d just watched it three times in less than a week for this review so I was getting a bit sick of it. It does seem to have a surprisingly bad reputation, when really, it’s not bad – just a bit cheap at times.

      Hm… I think my favourite post-Jungle pre-Mermaid one would have to be The Many Adventures of Winnie the Pooh, it’s just so wholesome and innocent and puts me in a great mood. I love The Fox and the Hound too.

      Yeah, I found that an odd choice too. The two ladies don’t even sound that alike; when Sheryl takes over, Rita suddenly becomes a southern gal! “We gotta clean you up chil’, and give you some on the jaaab training!”


  2. I acknowledge that, compared to the films in the Disney Canon that came before and after, OLIVER & COMPANY is a bit rough around the edges, but, as I’ve said before, I feel that there are certain elements to it that make it worthy of inclusion in the Renaissance, not least for the reason that it helped pave the way for all the films to come. (For more reasons why, look no further than here:

    Liked by 1 person

    1. I’m always happy to hear the underdog films have fans, and I do like this one well enough. Personally, I’d say you could make an argument for the Renaissance beginning with Great Mouse Detective, too; that one, this one and Who Framed Roger Rabbit all played their part in preparing for what The Little Mermaid got started.


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