How Did This Get Made? – "Cool World" (HDTGM Matinee)

Hosts: Paul Scheer, June Diane Raphael, Jason Mantzoukas
Episode Date: January 20, 2026
Film Discussed: Cool World (1992, dir. Ralph Bakshi)

Episode Overview

The hosts reunite to dissect Cool World, the wild 1992 animation-live-action hybrid from Ralph Bakshi, notorious for its incoherent plot, adult themes, and perplexing rules. Throughout the episode, Paul, June, and Jason wrestle with the movie’s logic, chaotic narrative structure, and baffling mythology, while exploring its differences from Who Framed Roger Rabbit and reflecting on its troubled production.

Main Themes and Purpose

• Celebrating failure: The trio revels in the gloriously confusing mess of Cool World, trying to make sense of its story and production chaos.
• Animated chaos vs. narrative sense: They debate the movie’s inability to establish clear rules or compelling stakes, contrasting it with other animation-live-action hybrids.
• Satire, sexuality, and noir: The team discusses Cool World's overt sexuality, film noir influences, and its subversive intentions (or lack thereof).
• Is it worth a watch? Each host ultimately weighs whether its madness provides enough entertainment to recommend.

Key Discussion Points and Insights

1. Initial Impressions & "What Did We Just Watch?" ([02:23]–[05:09])

• Paul sets the stage: “Cool World is a movie that really defies any rational explanation. Cartoons wanna get into the real world. Cartoons are called doodles, humans are called noids, and if you have sex with a cartoon, they become real. Anyway, it's a real big mess.” [02:23]
• Jason’s Confession: “I'll not lie, I got pretty horny for these cartoons.” [03:05]
• June’s Nostalgia Attack: “I was actually thinking about Who Framed Roger Rabbit… I felt like my fond memories of that movie were violated [by Cool World].” [04:41]

2. Comparing Against Who Framed Roger Rabbit and Animation for Adults ([05:16]–[06:26])

• Jason: “Ralph Bakshi…comes out of adult animation… He's made Fritz the Cat, Heavy Metal… This was not meant to be an animated kids movie.” [06:26]
• Cool World’s marketing misled audiences into expecting something more family-friendly.

3. Struggling to Make Sense of the Plot ([07:14]–[13:12])

• World and Character Logic
  • “I don't understand who means what to who. I don't understand who are the good guys and the bad guys. I don't understand the stakes of this movie. I don't understand the rules.” – Jason [07:21]
  • Why is Brad Pitt in Cool World? How does Cool World exist both before and after its supposed creation by Gabriel Byrne? [07:57–08:59]
  • Discrepancy in time and logic: Gabriel Byrne’s prison stint and the passage of time make no sense. [10:28–13:12]

4. Brad Pitt’s Character and Guilt Motif ([18:17]–[22:29])

• Stuck for 50 Years
  • “He could leave Cool World at any point. So why did he not leave Cool World?” – Paul [18:37]
  • “He doesn't want to go back to the real world because it means he has to face... killing his mother.” – Jason [18:47]
  • June: “You don't put anyone on a motorcycle without a helmet… Of course it was his fault. Anyone who gets on a motorcycle has a death wish.” [19:19]

5. Law, Order, and Lack Thereof in Cool World ([22:29]–[25:48])

• Why have law enforcement?
  • “What is a police officer doing there?” – Paul [22:06]
  • “Is he only making sure that noids don't have sex with Doodles? Because he's the only human there.” – June [22:42]

6. Kim Basinger’s Performance and Shifting Tones ([24:20]–[25:23])

• Paul notes: “In the middle of shooting, Kim Basinger decided she wanted to make this a children’s film that she could show kids in hospitals… she does feel like she’s in a different movie.”
  • June praises her: “She’s great.” [24:57]
  • Jason: “Kim Basinger’s amazing… There is. Yes, there is… you'll get no arguments from me.” [25:02]

7. The Film's Incoherent Internal Logic & Rulebooks ([25:24]–[28:37])

• Jason: “I write a rule book and someday I'll publish them all. Yep.” – discussing how you need to invent rules just to watch the film. [27:32]
• Paul: “This movie does require you to make a couple of decisions for yourself, because I wrote down a few times here, I don't even know what to write.” [27:44]

8. Animation Mechanics, References, and Dazzling Confusion ([30:25]–[35:36])

• Jason references Looney Tunes’ “animator hand” as a comparable concept.
• The hosts lament that Cool World lacks a consistent internal logic for the blending of animated and human worlds; rules are established and ignored at random.

9. Why Is Anyone Doing Anything? ([35:34]–[47:00])

• The infamous “spike” plot device that supposedly plugs the worlds together makes little sense (“I don't even really venture to go there” – Paul [36:56]).
• Hollywood’s motivations are murky at best—does she even want Gabriel Byrne, or just to be real? [46:51]
• “She’s manipulating him… To become real.” – June [46:54]
• “She wants to become a real girl.” – Jason [47:00]

10. The Rules of Doodle/Noid Sex ([42:53]–[47:17])

• “Sex makes it like a magic trick that you can then go to the real world, I guess. But I don't know.” – Jason [46:34]
• The group jokes about what Brad Pitt is and isn’t allowed to do with his doodle girlfriend.

11. Animation Style and Chaotic Tone ([54:29]–[56:43])

• Jason: “Cool World is like sexual depravity… like, it is like the world that existed in alternative comics of the 70s and 80s.”
• Paul: The “junk drawer of animation” and unstable tone is both the movie’s strength and weakness.

12. Production Chaos Behind the Scenes ([56:43]–[58:06])

• Paul gives a whirlwind history of the tumultuous production:
  • Versions switched from horror to comedy
  • Brad Pitt and Gabriel Byrne switched roles
  • Drew Barrymore dropped out; Kim Basinger rewrote her character
  • Director Bakshi punched the producer
  • "The backstory of this movie is insane and it's a mess." – Paul [58:06]

13. Interpretations & Is There A Deeper Meaning? ([65:52]–[68:26])

• Listener 5-star Amazon review: Cool World "is a complex film and it was written as a puzzle for people to figure out later on." [65:52]
• Jason: “This movie is as close to a Jacob's Ladder scenario as I've seen in a long time. Guy gets hit in the first scene... and as he's dying, this comic book or whatever, he just imagines.” [67:39]

14. Would You Recommend It? ([70:01]–[76:07])

• Jason: “I would recommend watching it for its… big swing. This is without question a failure. In no way is this a success. But there’s something about it…” [70:43, 72:02]
• June: “It's something to rest your eyeballs on, and that's kind of it… Nothing dazzled me in that world. I loved the transformation of Hollywood into a real person… but that's kind of it. It's a bunch of gobbledygook and doesn't add up to anything.” [72:26]
• Paul: “Very rarely on this show am I this confounded… it continues to turn a screw of confusion that I found to be a unique film…” [75:29]

15. Favorite Quotes & Memorable Lines

• “You really like that cigar chomping partner of Brad Pitt's? Nails.” “Oh, Nails. I'll fuck Nails.” – Jason and Paul, discussing cartoon sex appeal [03:28]
• “What is a police officer doing there? He's the only noid. So what is he protecting anyone from?” – Paul [22:06]
• “I wish we'd lived in Cool World, frankly. I wished we'd lived in and understood the rules of Cool World better.” – Jason [23:45]
• "I was just screaming uncontrollably… I never knew what was coming next. It was one of the most joyous experiences I've had in my life." – Paul on June's surprise watching experience [37:42]
• “This is a confounding jumble of nonsense… but within that, I think there is some incredible Ralph Bakshi art… really fun, weird side characters, side bits of physical comedy in the cartoon world that are fun and interesting to watch.” – Jason [72:24]

Notable Timestamps

• [02:23] Paul’s opening summary and initial bafflement
• [03:05] Jason’s “horny for these cartoons” remark
• [04:41] June on Who Framed Roger Rabbit nostalgia
• [07:21] Jason lists his comprehension failures with the plot
• [10:28] Dissection of Gabriel Byrne’s nonsensical prison arc
• [18:47] Jason summarizes Brad Pitt’s (lack of) motivation
• [22:06] Paul and June debate the point of law enforcement in Cool World
• [24:20] Kim Basinger’s performance and children’s hospital intentions
• [27:44] “This movie does require you to make a couple of decisions for yourself… I don't even know what to write.”
• [35:34] “Why would [Brad Pitt] want to even save Cool World? What is there, just a hiding spot for him?”
• [42:53] The convoluted rule against Noid-Doodle sex
• [54:29] Discussion of alternative comic world stylings and sexuality
• [56:43] The movie’s troubled backstory (“…the director punched the producer in the mouth…”)
• [65:52] Reading of Amazon 5-star reviews and the “complex film” defense
• [67:39] “As close to a Jacob’s Ladder scenario… as I’ve seen in a very long time”
• [70:43–76:07] Final recommendations and long-form reactions

Final Thoughts & Recommendations

Jason’s verdict:

“Yes, watch it, because I think there's a ton of... huge problems with it. Structurally, it really is a confounding jumble of nonsense. But there is some incredible Ralph Bakshi art… If your expectations are, this is going to be a mess, but there's interesting stuff in it, then I… think, watch it.” [70:43, 72:02]

June’s verdict:

“It's something to see. It's something to rest your eyeballs on, and that's kind of it… I loved the transformation of Hollywood into a real person… It's a bunch of gobbledygook and doesn't add up to anything. Watch the first 20 minutes and realize how little you understand.” [72:26, 73:46]

Paul’s verdict:

“I'm gonna put it down on my list of definitely watch it, because very rarely on this show am I this confounded or this kind of like, wait, what?” [75:29]

Episode’s Overall Take

Cool World is a fascinating disaster, as confusing as it is boldly artistic, with rules that defy logic and storytelling that baffles even expert bad-movie connoisseurs. The episode is a giddy, laughter-filled journey through failed noir archetypes, incomprehensible mythology, and the endless question: How Did This Get Made?

If you’ve never seen Cool World, the hosts assure you: you’re in for a stoned, confounding ride where the only rule is that nothing makes sense—and maybe that’s the fun.