In 1990, an assemblage of music’s biggest artists joined with an acclaimed music-video director in the most unlikely of projects: a Disney Channel children’s film.

The origins of Mother Goose Rock ‘n’ Rhyme can be traced to its leading lady, Shelley Duvall. After becoming a Hollywood star with films like The Shining, Nashville and Annie Hall, the actress turned her attention to children’s programming. From 1982-87 she created, produced and hosted Faerie Tale Theatre on Showtime, a live-action fantasy program that featured A-list cameos both in front of and behind the camera (Francis Ford Coppola and Tim Burton were among the episode directors).

At the turn of the decade, Disney jumped at the chance to house Duvall’s newest project, a film loosely connecting classic nursery rhymes’ most recognizable characters. The actress and producer knew she wanted a modern, MTV sheen to the project, so she enlisted director Jeff Stein.

Stein, best known for helming the Who’s 1979 documentary The Kids Are Alright, had made a successful transition to music videos. The filmmaker directed some of the most iconic clips of MTV’s early years, including Billy Idol’s “Rebel Yell,” the Cars “You Might Think” and Tom Petty’s “Don’t Come Around Here No More.”

With the director on board, Duvall and her team set about creating their vision. The structure of the plot was simple: Rhymeland is a colorful world where all of the residents are famous nursery rhyme characters. When Mother Goose - the woman charged with creating all nursery rhymes and thus the matriarch of Rhymeland - goes missing, her stick-in-the-mud son Gordon and ditzy friend Little Bo Peep join forces to find her. Along their journey, Gordon and Bo Peep would encounter many of Rhymeland’s legendary characters.

Watch a Promo for 'Mother Goose Rock 'n' Rhyme'

The story was constructed in such a way that almost every scene could be compartmentalized unto itself. Aside from Gordon and Bo Peep, most characters would appear in only short segments throughout the film. This structure was designed to allow for a parade of guest stars, something the filmmakers took full advantage of.

“There were cameos, and every day it would be a new cameo player,” costume designer Patricia Field recalled in a conversation with the Television Academy. “Little Richard, Woody Harrelson, Debbie Harry, Cyndi Lauper. It was insane.” Field was tasked with creating strange and vibrant outfits for the wild assortment of Rhymeland characters. Her costumes were a major part of Mother Goose Rock ‘n’ Rhyme's outlandish aesthetic. The production design was colorful and strange, like a trippier version of Pee-wee’s Playhouse. Windows were stained glass, sofas had faces and the entire world seemed like a cartoon come to life.

Adding to the surreal feeling of the film, sharp angels and fish-eye lenses, a calling card of Stein’s music video work, were employed.

While Duvall took the part of Bo Peep, Dan Gilroy played the other starring role, Gordon Goose. Gilroy was the lead singer of the Breakfast Club, a band arguably best remembered for briefly employing Madonna as its drummer. The group’s lone hit was 1987’s “Right on Track,” and its music video was directed by Stein. Gordon is seemingly the only “normal” person in Rhymeland, and his disdain for the “Rhymies” and their colorful world is obvious from the get-go.

Debbie Harry was the movie’s first musical cameo, playing the Old Woman Who Lived in a Shoe. The Blondie frontwoman - whom Stein directed in the 1986 music video for “French Kissin’ (In the USA)” - is seen lounging in her bathing suit during an early scene, her interpretation of the character being much more Mrs. Robinson than traditional storybook fodder.

Watch 'Mother Goose Rock 'n' Rhyme' Opening Song 'Hop to It'

As Gordon heads to his place of business - a Goose-down comforter shop, of course - he runs into Little Bo Peep. The absent-minded, convertible-driving Peep has once again lost her sheep and she’s trying to get Mother Goose’s help to find them. When Gordon and Bo Peep realize Mother Goose has gone missing, their wild goose chase begins.

The characters and cameos come quickly as the search for Mother Goose commences. Itsy Bitsy Spider, played by Tony winner Ben Vereen, tries to tell Gordon and Bo Peep that Mother Goose has been kidnapped, but a rush of water washes the spider out before he can finish his story.

At one point, the three men in a tub - aka Billy Gibbons, Dusty Hill and Frank Beard of ZZ Top - try to point the duo in the right direction, even though Gordon refers to the men as looking like “dropouts from barber college.”

A visit to Mary and her little lamb quickly reveals that the once-close friends have fallen on tough times. Mary (Lauper) and her lamb Lou (Harrelson) live in a trailer and bicker like an old married couple. Mary even explains that she lost two husbands because of Lou’s insistence in following her everywhere.

Watch Cyndi Lauper and Woody Harrelson in 'Mother Goose Rock 'n' Rhyme'

Stops with Peter Piper (sitcom star Harry Anderson), Little Miss Muffett (Pia Zadora) and Jack and Jill (Garry Shandling and Teri Garr) all prove fruitless. Frustrated, Gordon and Bo Peep decide to visit the wise monarch Old King Cole. Played to outlandish perfection by Little Richard, Cole’s court is a place of music and merriment.

Everyone on the set was excited by the rock icon's involvement, especially Field. “He had such style,” the costume designer recalled. “He came for his one-day performance. He came with his entourage and his Cadillac. Parked his Cadillac outside his trailer, sat with his friends. He didn’t disappoint me one bit.”

"It's a joy to be Old King Cole," Richard admitted in behind-the-scenes footage from the set. "I've heard about this all of my life, and I'm living out a fantasy."

Watch Little Richard as Old King Cole in 'Mother Goose Rock 'n' Rhyme'

The King is outraged when Gordon and Peep interrupt his performance. As the “merriest of souls,” Cole is dismayed by Gordon’s attempt to discuss something as serious as Mother Goose’s disappearance.

He banishes Gordon to the dungeon, where the young man is welcomed by a mask-wearing metal band whose members included Ratt’s Warren DeMartini, future American Idol judge Randy Jackson and Dweezil Zappa. The group performs the original tune “Gordon Won’t You Come Out and Play,” a surprisingly heavy track considering its inclusion in a children’s movie.

Watch 'Mother Goose Rock 'n' Rhyme' Dungeon Scene

The benevolent King Cole eventually agrees to free Gordon, and he and Bo Peep are allowed to continue their journey. The cameos continue with every step. Humpty Dumpty is played by Howie Mandel, bartender Georgie Porgie is Art Garfunkle, Bobby Brown plays all three blind mice ... there’s even a performance by the Stray Cats, who are dressed like actual cats.

At one point, Gordon and Bo Peep pick up a hitchhiker, Simple Simon (Paul Simon). The wandering minstrel is friendly, but absent minded, often forgetting the point of his ramblings.

Watch Paul Simon in 'Mother Goose Rock 'n' Rhyme'

Just as it appears all hope is lost, Mother Goose appears in the moon, informing Gordon and Bo Peep that she is in the real world. The duo deduces the only way to rescue her will be to board the cow that jumps over the moon, who just happens to be appearing at a nearby fair.

Their plan works, and they’re able to bust out of Rhymeland and into the real world, where they discover Mother Goose is being held by a young boy named Michael. Once he’s told that his actions are eradicating Rhymies, Michael agrees to send Mother Goose and the others back home.

Rhymeland is saved, Gordon learns it's okay to be different and everyone learns a valuable lesson.

If all of this sounds incredibly disjointed, that’s because it was. For all its star power and whimsy, Mother Goose’s Rock ‘n’ Rhyme was short on substance. Still, that didn’t stop the film from garnering praise when it hit Disney Channel airwaves on May 19, 1990.

The Los Angeles Times called it “a wonderfully weird, fevered romp through the land of nursery rhymes,” while noting that the movie’s plot was “almost beside the point.” Similarly, The New York Times described Mother Goose’s Rock ‘n’ Rhyme as “a genially wacky romp,” singling out Little Richard as a “one-man whirlwind” in his Old King Cole role.

The film became a mainstay of Disney Channel in the early ‘90s, regularly being rerun at all hours of the day. A VHS release would follow (with a slightly different edit), yet Mother Goose’s Rock ‘n’ Rhyme never made its way to DVD or streaming services. Still, the movie managed to develop a cult following, with various online sites dedicated to its weird and wonderful existence.


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