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VOICE OVER: Emily Brayton WRITTEN BY: Tal Fox
These animated movies were marketed to kids, but only adults will get these references. For this list, we'll be looking at the most notable jokes, motifs, and references that totally went over our young little heads but definitely got the grown-ups' attention. Our countdown includes "Zootopia," "Toy Story 2," "Aladdin," and more!

#10: Whatever Happened to Mama Bear? “Shrek” (2001)

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In one of “Shrek’s” earlier scenes, Lord Farquaad’s knights wrangle the fairytale creatures. The witch’s broom is broken, Pinocchio tries to convince them that he’s a real boy, and the three bears are caged. After they’re eventually unloaded on the ogre’s swamp, you can spot the daddy bear consoling his tearful child. “What’s got him so down?” you might ask, and where’s his mom? Well, sadly, the answer to those questions are likely interlinked. As the camera pans across Farquaad’s bedroom later on, you might not have noticed his bearskin rug featuring a pink bow we’re pretty sure we’ve seen before. We definitely didn’t spot that dark twist as children, and we’re heartbroken to see it now.

#9: “Breaking Bad” References “Zootopia” (2016)

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This cute anthropomorphic flick taught us many things, including that bunnies are, erm, math whizzes. We also learned that the directors are seemingly “Breaking Bad” fans based on these easter eggs. Jesse and Woolter, yes, you heard that correctly, are clear nods to Walter White and Jesse Pinkman. In one scene, a ram named Doug’s even wearing a recognizable yellow ensemble while preparing the blue substance that unleashes the animals’ feral sides. According to the co-directors, they often referred to the crime drama while planning this pivotal “Zootopia” moment, so they just decided to chuck the references in. Adults, especially fans of the show, can appreciate the gag, while younger audiences remain none the wiser.

#8: Linguini’s Little… Tiny… Chef “Ratatouille” (2007)

From “Ratatouille” to “Frozen,” the Disney company seems set on teaching children that size doesn’t matter. In the former, Linguini’s attempting to come clean about his secret to success but just can’t seem to find the words. As he clumsily explains himself, Colette briefly looks down in a blink-and-you-miss-it moment. If you caught it and were of a certain age, you probably understood what was going through her mind. This isn’t the only adult joke in “Ratatouille” either. In one scene, Remy runs past a nude painting in progress. In another, Skinner teaches us that one can be overly “familiar” with veggies – and no, we don’t think he’s talking about a big appetite for eggplants.

#7: Buzz Gets Excited “Toy Story 2” (1999)

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While becoming better acquainted with Buzz, Jessie realizes that Buster’s in distress and leaps into action. As she “falls with style” across the room, the Space Ranger watches her in awe, and then, let’s just say, he gets a little too excited. We’re not sure what we thought this meant as kids, but it’s pretty obvious now. The Potato Heads also get a PG-13 moment in the franchise’s third installment. When Lotso removes Mrs. Potato Head’s lips, her spouse fires back. To a kid, this can seem quite literal; he did just remove her mouth, after all. So why do the grown-ups always snicker? We can’t explain these jokes in detail though, because, you know, preschool toys might be present.

#6: Genie’s Impressions “Aladdin” (1992)

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One of the things that places Genie among Disney’s best-loved characters is his arsenal of voices and impressions. While some of these are indeed geared toward children, there are plenty that only older audiences would recognize. Did you know who Ed Sullivan was back then? How about William F. Buckley Jr. or Rodney Dangerfield? Yeah, we didn’t either. But that’s what you get when you give Robin Williams free reign to improvise, and we certainly appreciate it more now. The entire franchise is littered with adult-orientated jokes, from the infomercial spoof, to this racy moment. The third movie even left us fearful that we’d have an earthquake-inducing honeymoon one day.

#5: Alice’s Wonderland Trip “Alice in Wonderland” (1951)

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Some have interpreted this tale as a probe into the subconscious, and the idea that the true self can only be identified through dreams. Certain people, however, have taken a more psychedelic approach. Like Alice, our naïve minds didn’t think twice about how everything she eats or drinks changes her reality. But looking back, the protagonist sure seems to enjoy her fair share of treats, and what about that mushroom? Also, the caterpillar is literally smoking. Let’s not forget that the movie’s source material was penned when a certain substance found in poppies was all the rage. Whether or not it was intentional, there’s no denying that Alice’s adventures in Wonderland feel like one major mind-altering trip.

#4: Making a Baby “Robots” (2005)

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In this scene, an expectant father runs home in excitement only to learn he’s missed his baby’s delivery. Luckily, there’s still the fun of “making” the infant up ahead. Kids probably took this joke at face value, but it would’ve made older viewers giggle. We then watch the parents go through 12 hours of labor to… assemble the kid. At one stage, Lydia tells her husband that he’s got the wrong part, and he retorts that he doesn’t need directions, no doubt evoking smirks from the adults watching. When baby Rodney’s all built, his mom notices a spare piece lying on the ground, and well, let’s just say he’s definitely a boy.

#3: Gettin’ Busy “The Road to El Dorado” (2000)

DreamWorks struck gold with this underrated gem that is as heartwarming as it is hilarious. Miguel and Tulio befriend a local woman in El Dorado, Chel, who helps them navigate the city’s culture and customs. Well, we say befriend; if this scene is anything to go by, Tulio does a little more than that. We hear sounds coming from behind the sofa before the pair are interrupted. They pop up, and based on their positions and the blissful look on his face, Chel might’ve been exploring his jewels, if you catch our drift. What did we even think was happening here when we were younger? It certainly wasn’t what we think today.

#2: Representation of Disabilities “Finding Nemo” (2003) & “Finding Dory” (2016)

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This franchise has always held a special place in our hearts. And that’s even before we understood its deeper meaning. Both films normalize disability, from Nemo and Gill’s fins to Destiny’s near-sightedness, Dory’s short-term memory loss, and more. Their “challenges” are considered no different from anyone else’s, and they’re never pigeonholed as the “other.” These creatures grow, evolve, and have character-building epiphanies just like everyone else. The sequel doubles down on this message as Dory’s backstory is explored further, and we learn how she became the fish who “just keeps swimming.” Kids wouldn’t necessarily pick up on these nuances, but the representation has meant a great deal to so many people. Before we unveil our top pick, here are a few honorable mentions. The Snip, “The Rugrats Movie” (1998) Learning Anatomy with Tommy & Company The Name Tags, “Soul” (2020) How Many Famous Names Can You Spot? We’ll Start: Aretha Franklin, Stephen Hawking, Albert Einstein… Kronk’s Pitched Tent, “The Emperor's New Groove” (2000) There May Be One Pole Too Many Holding This Tent Up The Lehman Brothers, “Despicable Me” (2010) The Company at the Centre of the Subprime Mortgage Crisis Rebrands Oedipus Had It Rough, “Hercules” (1997) Kids Are Unlikely to Be Well-Versed in This Very Adult Greek Tragedy

#1: The Pied Presidents “Cloudy with a Chance of Meatballs” (2009)

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Remember this film where a failed inventor, Flint Lockwood, finds a solution to his town’s food problem? Things go horribly wrong, though, when the device spirals out of control, and Flint realizes he might’ve bitten off more than he can chew. During a pie attack, we see the machine fling the dessert at Mount Rushmore. Three of the four presidents get hit from the front, while Abe Lincoln’s hit in the back of the head. Anyone who knows their American history will instantly gasp at just how morbid that reference is. In this case, it might be better for kids to just enjoy the hilarity of the food storm and let this nod go straight over their heads.

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