In 1981, Walt Disney Productions faced a major issue: with the exception of The Rescuers, all of its recent films, including the live action, family friendly films, had been underperforming for years. Walt Disney’s son-in-law, Ron Miller, who had worked as a producer on multiple live action films prior to becoming the president of Walt Disney Productions in 1978, believed he had a solution: Disney needed to start producing films aimed at an adult audience. The eventual result of this was Touchstone Pictures, Ron Miller’s major positive legacy to Disney. (His less positive legacies, less spoken of, included attempted corporate takeovers and his eventual ousting.) Meanwhile, Miller let people know that he was deliberately searching for “different” stuff, which is reportedly one reason why the galley proofs from Who Censored Roger Rabbit? ended up on his desk. Not to mention that the book name drops multiple Disney characters, and a small part of the plot references Disney’s Alice in Wonderland.

Ron Miller liked the concept, thinking it would fit into other Disney films that had combined live action film with animation. He optioned the book over the objections of his then boss Card Walker, and put the film into pre-production. At that point, things started going wrong.

The early test footage, shown to those lucky enough to be among the initial subscribers to the Disney Channel back in 1983, went over well with Miller, but not with the various directors and producers who saw the clips. Once Miller was ousted from Disney, the test footage was pulled from the Disney Channel and sent to the vault. There it languished, until Jeffrey Katzenberg and Eisner “found” it, along with other dropped projects. Katzenberg and Eisner felt dubious, but decided to get Steven Spielberg’s opinion. Spielberg liked it, and brought Robert Zemeckis, then best known for Back to the Future, on board as director. The film would, everyone agreed, after some negotiations, be a rarity: a partnership between Spielberg’s Amblin Entertainment and Disney’s Touchstone pictures.

This partnership had two immediate results. One, it freed up a lot more money for the film. Disney had originally planned to spend maybe $12 million—ok, maybe, possibly, if it turned out to be necessary, $25 million. The final budget ended up being around $70 million, something only possible thanks to Amblin. Two, Amblin’s involvement allowed Spielberg and Zemeckis to lobby for the rights to use various characters from other studios, something that that finally allowed Disney to cut through those tedious negotiations – and get Bugs Bunny on board.

It didn’t end these negotiations. Warner Bros fought over virtually every appearance of Bugs Bunny, which is why in the Bugs Bunny/Mickey Mouse scenes, Bugs Bunny speaks last—Disney finally gave up in exhaustion. Warner Bros also had strong opinions about the closing credits, which ended up being an uneasy compromise between Disney and Warner Bros: Porky Pig does his famous “That’s All, Folks!” and Tinker Bell voicelessly bangs her wand, allowing Warner Bros to have the last word and Disney to have the last image. And the studios were not able to obtain the rights to every character they had hopes for, meaning that Tom and Jerry and Rocky and Bullwinkle could not appear in this film.

In the end, however, they were able to bring in about 45 non Disney characters for various cameos. They also brought in Mel Blanc, who agreed to voice all but one of his Warner Bros characters (Yosemite Sam, a character the aging Blanc had always found physically difficult to voice) and Mae Questel, who had last voiced Betty Boop in 1939. They were also able to set up confrontations that animation fans had wanted for years—between Donald Duck and Daffy Duck, Mickey Mouse and Bugs Bunny, and Droopy Dog and any human coming within that character’s orbit. (And, I suppose, Porky Pig and Tinker Bell, although I’m not sure that counts as a confrontation, let alone a confrontation that fans were clamoring for.)

The rights issues more or less settled, the filmmakers had to tackle the next problems, both technical and story. Who Censored Roger Rabbit? had ended on a note that could kindly be called “depressing.” Although the original film treatment had stuck to a similar tone, Eisner, Spielberg and Zemeckis all wanted a more cheerful ending—especially since the film would eventually be released under a Disney label. The pornography in the original novel also had to go—replaced by what turned out to be a rather good gag involving Jessica Rabbit and a moment of “pattycake.”

Other changes included focusing on characters from animated cartoons instead of newspaper strips, which also allowed the film to drop the conceit used in the book of having Toons speak in word bubbles, instead of normally. The film also gave Eddie Valiant a reason to hate working with Toons—”A Toon killed his brother,” simultaneously giving Eddie a good reason to be an alcoholic (in a nice message for the kiddies, he does stop drinking midway through the film), letting audiences know that yes, Toons can be dangerous, and giving the film another great line.

The real mess involved combining live action with animation. Much of this involved the basics of forcing Bob Hoskins, playing human Eddie Valiant, to act against empty air, but other bits included the tricky effects shots that would involve cartoons interacting with real objects, like bicycles, cars, glasses, plates and heavy machines. In some cases—a shot of Jessica Rabbit in a car, for instance—this proved simple enough. But a three second shot of the pelican from Dumbo delivering mail via bicycle turned out to be mildly nightmarish: effects artists could not keep the bicycle upright, even with different forms of wirework, and eventually just allowed the bicycle to fall over, with the pelican, in the final film.

The process involved shooting live action first, and then producing still photographs from the film, which animators traced over into order to create the final cels. For the first time in Disney production since Sleeping Beauty, all of the cels were once again handpainted and colored, since the xerographic system, still in use, could not be adjusted for this film. That in turn meant that principal photography was completed long before the film was—meaning that nothing could be reshot, forcing animators to get creative with certain scenes where Bob Hoskins or other actors had been looking at the wrong place. In one scene, for instance, the animators had Roger Rabbit stand on his toes; in another sequence, Jessica Rabbit bent both her knees.

The results proved worth the effort—Who Framed Roger Rabbit? does have missed shots here and there, but for the most part, the only shot that looks really bad is the obvious greenscreen shot of Eddie getting tossed from the club, where the lighting and compositing don’t quite work—a problem more with the greenscreen shot than with the animated gorilla behind Eddie, and a problem films and TV still continue to struggle with today.

Otherwise, the film holds up remarkably well even today, with all of the advances in CGI, thanks largely to the performances of Bob Hoskins and Christopher Lloyd—the latter clearly having the time of his life. And also the gags—the Donald Duck and Daffy Duck bit is not just a technical masterpiece, but genuinely hilarious, as are many of the Toontown episodes and bits from the final confrontation sequence—including the moment when Eddie attempts to whip out a cartoon sword, only to hear the sword crooning with a rather unexpected voice.

I do find myself cringing a bit at the Lena Hyena bits—a takeoff on some 1930s and 1940s cartoons featuring ugly cartoon women chasing terrified men, and at the way Baby Herman ends up slapping a number of women’s butts. But to – somewhat – counter that, in another scene, Betty Boop delivers one of my favorite bits of the film: after Eddie expresses incredulity that someone like Jessica Rabbit could possibly be interested in someone like Roger Rabbit, Betty swiftly responds, that yeah, Jessica’s a lucky girl.

It’s hardly the first or the last time that a Disney film emphasized the importance of character over appearance. Indeed, in a few years Disney would build an entire film around that message, however strange it might sound coming from an industry nearly obsessed with appearances. And yes, the line—and the entire relationship between Roger and Jessica Rabbit—is a bit of wish fulfillment fantasy of the geeky, strange guy getting the hot girl. But it’s still a nice bit in a film that is otherwise very much about appearances and judging people (usually negatively) on these appearances, not to mention a film very much aware of the rampant sexism in 1940s Hollywood and Los Angeles, and a film where almost every woman, even those in bit parts and cameos, end up objectified in one way or another—by both live action and cartoon characters.

Interestingly enough, the only two women to comment on/protest this objectification are the two women explicitly drawn to be objectified sex symbols: Betty Boop and Jessica Rabbit. Betty, of course, is having a few issues since she’s a black and white cartoon in an age of Technicolor, making her extremely aware of the issues. Jessica argues that “I’m not bad. I’m just drawn that way.” Her body, of course, has been deliberately drawn to be a sex symbol, something she uses in her job as a cartoon night singer. It’s also something used against her—character after character dismisses her as “bad,” with nearly every character (including two women) immediately assuming that of course a woman who looks like that would be cheating on her husband. The only person not to believe this, or to see Jessica Rabbit as pure sex symbol: that husband. When shown the pattycake pictures, he’s devastated—but then concludes, correctly, that it’s a setup. No one—cops, weasels, Eddie, his boss—believes him.

Because, well, look at Jessica.

And yet, as the movie makes clear, Jessica’s far more than that—indeed, she’s arguably the most complex character in the film. She doesn’t so much grow as a character as reveal different layers: first as a nightclub singer using her blatant sexuality as part of her act; then that same nightclub singer harassed by the club owner into playing patty cake. And it is harassment—Jessica specifically says that she doesn’t want to, only giving in after Marvin Acme continues to insist. Later, Roger Rabbit reveals still more layers: a woman giving into blackmail to keep her husband employed, a woman who, as she tells Eddie, would do anything for her husband; then an investigator; then a woman more than capable with a gun who is also willing to fight to save her husband and Toontown; a woman with a gift for rhyme; and finally, a woman desperately in love with a rabbit. She turns out not to be the hinted at golddigger, interested in manipulating men for money, but a woman who chooses a rabbit because the rabbit makes her laugh. She’s not ashamed of her sexuality, or afraid to use it, but she turns out to be far, far more than what she was drawn to be.

Betty Boop, meanwhile, uses the sexuality she was drawn with to remain employed—and make comments on certain assumptions. The end result is a film surprisingly explicit about the negative effects of these assumptions and of sexual harassment: it’s very clear that had Marvin Acme, who claimed to love Toons so much, backed off the second Jessica Rabbit told him to, that none of the problems the Toons end up facing, which includes, not mildly, their complete destruction, would have happened. And he’d be alive.

Against this, I have to admit that the four human women with speaking parts don’t come out nearly as well—three of them are assistants of one kind or another, and one is stuck in the thankless role of the on and off girlfriend, with little to do. Then again, this is a film focused more on the cartoons than the people.

Which is to say, you can also just ignore all of this and laugh cruelly as Tweety Bird undoes every single one of Eddie’s fingers and lets him drop to the ground while Mickey Mouse and Bugs Bunny casually watch, or think that maybe—just maybe—Eddie would have been better off bringing a real, not cartoon gun, into Toontown. Jessica Rabbit does, after all, and that decision serves her well.

The comedy helped make Who Framed Roger Rabbit an unquestioned box office smash, earning back over four times its budget in domestic receipts alone in its initial release. Reports that the VHS and laserdisc release contained unmistakable proof that Jessica Rabbit was going commando in several shots (not visible at regular speed) helped propel high sales of both. The film also earned four Academy Awards, unprecedented for a combined live-action/film. Disney also used the film as an inspiration for Mickey’s Toontown, added to Disneyland (in 1993) and Tokyo Disneyland (in 1996), and temporarily to the Magic Kingdom (in 1996, now just part of Fantasyland), and naturally, merchandise ranging from T-shirts to plush animals to jewelry and more. Sales eventually declined, so Disney took most of this off the market in the last few years, but you can still find various Roger and Jessica Rabbit Christmas ornaments and art objects in the theme parks if you look.

Arguably, however, the film ended up having an even greater effect on other studios, including Spielberg and Amblin Entertainment. The success of the film helped reignite Spielberg’s never quite dead interest in the old Warner Bros cartoons, which in turn led Spielberg to back the joint Amblin/Warner Bros productions Tiny Toon Adventures, Animaniacs, Freakazoid! and Pinky and the Brain, which formed a critical part of the overall animated renaissance of the 1990s. That in turn spurred Disney to greater effort and helped Pixar persuade skeptical executives that really, yes, there might just be an audience for a computer animated film featuring talking toys.

Meanwhile, the success of Who Framed Roger Rabbit energized the Disney studio, convincing them—and studio executives—that yes, a large audience—even a large adult audience—still existed for animation. It also freed up some last minute funds to do some additional work on a film that animators were feeling increasingly good about—a little cheerful thing about a mermaid.

First, however, the studio had another film to release—about some singing dogs and cats. Oliver Twist and Oliver and Company, coming up next.

Mari Ness lives in central Florida.