For three decades, from the '60s through the '90s, there may have been no more popular form of kids' entertainment than the Saturday-morning cartoon. From the Hannah Barbara classics of the '60s, through the Japanese imports that began in to appear in the U.S. in the early '70s, to the form's high-classic period in the '80s, cartoons provided laughs, adventure and the occasional spooky story to children across America. And then, as the century rolled over, these stories broke out and went mainstream, with studios like Pixar and Disney turning cartoons into immensely profitable movies targeted at parents as well as children.

In our world today, obsessed as it is with nostalgia, it's not unusual so see any kind of intellectual property originally aimed at young audiences – from comic books to toys – turned into popular movies. But alongside that animated gold rush hit lies another fascinating genre: movies in which filmmakers have tried to capitalize on the success of cartoons by turning them into live-action films. There's something strange and charming in the attempt, filled as it is with actors trying to summon the goofy and heroic antics of animated characters, and it's a genre filled with strange hits, oddball misses and tons of weird ideas.

So, to celebrate one of the most loveably strange cinematic movements in Hollywood history, Ultimate Classic Rock presents a list of the ten most interesting cartoon-adaptation movies ever made.

'Popeye' (1980)
For kids of a certain age, the theme song to the Popeye cartoon – the King Features adaptation of a long-running comic strip which originally ran from 1960-1963, and then on syndication through the '90s ­– was instantly recognizable, as was the visual of Popeye squeezing a can of spinach and then inhaling the green stream that exploded out of it. So it seemed like there was kind of a good reason for famed '70s director Robert Altman to make a musical Popeye film in 1980, starring Robin Williams as the punchy sailor and Shelley Duvall as his girlfriend Olive Oyl. But the resulting film – which awkwardly combined Altman's experimental movie-making approach with a typically frenetic performance from Williams and several offbeat musical numbers – was a box-office disaster that essentially put a ten-year dent in the director's career. The movie holds up far better in retrospect – and even has its ardent supporters – and represents the first attempt by a serious director to tackle cartoon fare.


'Masters of the Universe' (1987)
Masters of the Universe presents one of the earliest attempts to turn a classic Saturday morning cartoon into a full-fledged action/adventure movie. The cartoon, He-Man and the Masters of the Universe, burst onto the scene in 1983 as an attempt to bring a popular Mattel series of action figures onto the television screen. Although the cartoon only lasted for two seasons, it was popular enough to inspire a live action movie four years later. Produced by schlock-legends Yoram Globus and by Menahem Golan, the film stars Dolph Lundgren – fresh off his breakout performance as Sly Stallone's nemesis Ivan Drago in Rocky IV – as He-Man, and legendary character actor Frank Langella as his arch-enemy Skeletor. It's a campy, cheesy wonder that critics (and audiences) initially turned their noses up at. In the intervening decades, however, the film has gone on to be seen as a cult classic, filled with the kind joyous excesses that made the '80s wonderful.


'Teenage Mutant Ninja Turtles' (1990)
The Teenage Mutant Ninja Turtles story starts off in 1984 with two comic book artists – Kevin Eastman and Peter Laird – in New Hampshire, self-publishing copies of a comic book about, yes, mutant turtles that are teenagers and experts in martial arts. By 1987 they had licensed the idea to a toy company and started a cartoon of the same name, which became one of the most beloved kids' shows of the late '80s and early '90s. In 1990, at the height of the show's popularity, the movie appeared. Not surprisingly, it was a huge success, and became the highest-grossing independent film ever made (a record that stood until 1999's The Blair Witch Project). Hearkening back to the noir-influenced feel of Eastman and Laird's original comic books – rather than the gentler and more comedic feel of the cartoon – the film features effects work by Jim Henson Productions. Telling the story of the titular turtles (Michelangelo, Raphael, Leonardo, and Donatello) fighting an evil warlord named Shredder with the help of an intrepid human reporter and a ninja-master rat named Splinter, it represents an entertaining synergy between the '80s indy comic book scene and the '90s indy film scene.


'The Flintstones' (1994)
There may be no more famous Hannah Barbara cartoon than The Flintstones. A winking knock-off of the TV show The Honeymooners, it ran from 1960 to 1966 and was originally shown in prime time, before retreating to weekend reruns for most of the rest of the century. In 1994, director Brian Levant brought it to the big screen, casting John Goodman, Rick Moranis, Elizabeth Perkins and Rosie O'Donnell as the famous Fred Flintstone, Barney Rubble, and their wives Wilma and Betty. The film is a weird mishmash of childish gags and puns about rocks on the one hand, and storylines that tackle adult-oriented themes like extra-marital affairs and office politics on the other. And, like so many films on this list, critics hated it. But audiences responded, and the film grossed over $350 million against a budget of $46 million. It spawned a sequel in 2000 called The Flintstones in Viva Rock Vegas, and proved that regardless of what the critics think, huge numbers of people will go see films that take them back to their Yabba Dabba…Youth.


'Inspector Gadget' (1999)
Inspector Gadget is one of the strangest and most lovable cartoon heroes of all time. He's a detective in the mode of Inspector Clouseau from The Pink Panther film series or Maxwell Smart from the Get Smart TV show, fighting against a James Bond-villain knock-off evil organization called M.A.D. (Mean and Dirty), led by one Dr. Claw. But Inspector Gadget has a big twist: he's a cyborg, with extendable arms and legs and all sorts of other capabilities. The animated series premiered in 1983, and ran for two seasons and 86 episodes. In 1999 it was finally brought to the big screen, and the result was supremely inconsequential but also fairly satisfying, riding the line nicely between kids' entertainment and clever cinematic and TV references aimed at adults. Matthew Broderick has a great time as Gadget, and Rupert Everett kills it as Dr. Claw. It's of the best of the films on this list at both staying true to its source material and updating it for older audiences.


'How The Grinch Stole Christmas' (2000)
By the turn of the century, the money-making power of nostalgia was fast becoming evident, and more big fish were attracted into the feeding frenzy. The best example of this is How The Grinch Stole Christmas, which was based on the beloved 1966 television special (narrated by none other than Boris Karloff, the original Frankenstein's monster), which had been based in turn on a children's book written in 1957 by Dr. Seuss. Ron Howard, at the height of his earning power, directed, and the film attracted an all-star cast, including Jim Carrey, Jeffrey Tambor, Christine Baranski, and Molly Shannon. It also featured musical contributions from artists like Busta Rhymes, Ben Folds and Faith Hill. Critics loved Carrey – who turned in a surprisingly dark performance – but mostly disliked the film. Once again, though, audiences ignored them, and the movie was a smash hit, spending four weeks at the top of the box office charts. Even more so than The Flintstones, The Grinch solidified a growing trend in which these films attempted to transform their rather gentle source material into narratives aimed squarely at adult audiences, with The Grinch here being turned into a slightly-menacing character worthy of Tim Burton in his prime.


'Scooby Doo' (2002)
The 1960s produced a lot of strange and wonderful art, and somewhere near the top of that list is the Scooby Doo cartoon, which features four teenagers and a dog traveling around in a green flower-power van solving crimes. Running from 1969 through 1976, the original series produced no shortage of memorable gags, from the titular dog and his love of Scooby Snacks, to the unmasked villain uttering the immortal line "And I would have gotten away with it too, if it weren't for you meddling kids!" The 2002 movie version is a hybrid live-action/computer animated tale in which the heroes journey to a sinister amusement park called Spooky Island, where visitors are seemingly being brainwashed. Featuring a bevy of big-at-the-time teen stars, including Freddie Prinze Jr., Sarah Michelle Gellar, and Matthew Lillard, the film aimed for a snarky, Gen-X feel, but mostly came off as rather saccharine kids' fare. But it did well enough to spawn four sequels, one on the big screen and the other three made for television, proving that even the most mediocre entries in this genre can be profitable.


'Aeon Flux' (2005)
In the '90s, the cartoon went meta, like so much else in entertainment. One of the best examples of this was the risk-taking, expressionistic sci-fi show Aeon Flux, which ran on MTV from 1991 to 1995. Telling the story of a pair of warring cities called Monica and Bregna, and the dominatrix/super-assassin named Æon Flux who fights for Monica, the cartoon pushed numerous boundaries and seemed like a perfect fit for the new feminist action-flick sensibilities of the early '00s. The movie had everything going for it: a great director (Karyn Kusama), an intensely-charismatic star (Charlize Theron), and inspiring source material. But Paramount got squeamish at the last minute and drastically re-edited the film, undercutting the both the original sensibilities of the material and Kusama's vision, turning its own picture into mish-mash flop. Mark this down as one of the great possibilities that never got a fair chance.


'Transformers' (2007)
The original Transformers were small, intricate action figures that could change from a car into a robot, made by a Japanese company called Takara. Almost immediately, the distribution rights to them were bought by the American Hasbro corporation, and they were turned into a sensation. Hasbro hired Marvel Comics to create backstories for the characters and launched a cartoon series in support of them, which ran from 1984-1987. Twenty years later, the kids who had grown up watching the show were grown up themselves, and the master of filmic disaster Michael Bay sensed an opportunity. His Transformers tells the story of how Earthlings get involved in an intergalactic battle between the noble Autobots and the evil Decepticons, and features a massive, over-the-top sampling of Bay's thrill-ride camera work and CGI shenanigans. It helped kick off the mega-franchise movement that has dominated Hollywood for the past twenty years, and five sequels and spin-offs later (with at least two more currently in the works), is certainly the most profitable cartoon-to-film adaptation ever made.


'Speed Racer' (2008)
Of all the films on this list, Speed Racer, made by the Wachowskis, may feature the greatest discrepancy between the way it was initially dismissed and its subsequent reassessment. Based on a Japanese animated series from the 1960s, it tells the story of a kid named Speed Racer, who loves to, well, race cars at high speeds. His beloved older brother Rex was apparently killed in a race several years ago, but when Speed enters the racing world himself, he discovers that everything in that world, and with his brother's death, may not be what it seems. Made in a style that features daring CGI work in a hyperactive style that directly references '60s Japanese animation, the movie bombed on release, to the extent that it was nominated for a Golden Raspberry Award for Worst Prequel, Remake, Rip-off or Sequel. And yet as the years have passed, the film has climbed higher and higher in the esteem of many critics and has developed a ferocious cult following. It's now more often seen as a daring experiment in narrative style and one of the most underrated adventure flicks of the new century than it is as a flop.

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