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VOICE OVER: Emily Brayton WRITTEN BY: Nick Spake
"Puss in Boots: The Last Wish" is just as much for the adults. For this list, we'll be looking at jokes, references, and themes that'll fly over the heads of this film's younger viewers, appealing more to the adults in the audience. Our countdown includes "Akira" inspiration, coins on eyes, the bell tolls 8 times, and more!

#20: Bedside Manner

For most kids, the worst news they’re inclined to receive from the doctor is that they need a shot. Adults, meanwhile, dread the day that the doctor tells them that they must take it easier or else they may die. Puss’ eighth brush with death results in an overdue checkup where the doctor informs him that his days are numbered. With Puss in denial, the doctor very bluntly tells him what will happen if he doesn’t retire. It’s hard for anybody to take news like this well. But Puss reacts by giving his doctor a suggestion as well, invoking a term that the kids will likely hear for the first time.

#19: Puss Needs Therapy

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During a daring escape from Jack Horner’s base of operations, Puss is reunited with Kitty, who’s also introduced to therapy dog Perrito. While this could be seen as a dig, Kitty speaks the truth given Puss’ fear of death and commitment. Although therapy can be an adult concept that not every child will understand, some children may identify with Puss’ anxiety, finding that they might benefit from therapy as well. Adults are sometimes reluctant to send their children to a therapist, but this film helps to dash the stigma surrounding therapy. At the very least, a therapy dog may help them through the hardships of growing up.

#18: Shrek References

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It’s been over a decade since the first “Puss in Boots” movie and the last “Shrek” film. For many kids in the audience, this may be their first exposure to the fairy tale franchise. The callbacks to past movies will likely resonate more with their parents, who were bizarrely youngsters when the original “Shrek” came out in 2001. The cameos from Gingy and Pinocchio aren’t hard to miss. The same goes for the ending teasing a return to Far Far Away. Sneakier cameos include a witch minion from “Shrek Forever After” and Puss’ surrogate mother Imelda. In another blink-and-you’ll-miss-it reference, Shrek, Donkey, and Puss recreate a moment from “The Lion King.” With Death on his trail, Puss can no longer live by, “Hakuna Matata.”

#17: A Bueller-Esque Post-Credits Scene

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The MCU has conditioned younger generations to stick around until after the credits for a sequel tease or surprise cameo. This film’s post-credits scene instead harkens back to “Ferris Bueller’s Day Off,” an 80s classic that the kids might not be acquainted with. In that John Hughes film, Ferris breaks the fourth wall, asking why the audience is still present. While Puss doesn’t show up in a bathrobe, we do hear him address the audience, surprised that they stuck around. This line is reminiscent of an earlier scene where Puss notices the crowd after the giant fight. As the credits finish, Puss gets the literal last laugh. It’s a pointless cherry on top that Hughes fans will appreciate.

#16: Goldi’s Geriatric Line

Some kids don’t know the meaning of the word “retirement.” As for adults getting up there, some welcome the idea of moving to a senior living community while others dread the notion of winding up in a retirement home. Puss is among the latter, falling into a depressing routine when he reluctantly goes to live with Mama Luna and her countless other cats. Puss’ life is devoid of excitement until Goldilocks and the Three Bears come a-knockin’. Mama Bear picks out Puss in Boots among the legion of cats, although Goldi has a hard time believing that the “geriatric” cat before her is the dashing feline on the poster. Kids might not be familiar with such an advanced word, but granny and grandpa are.

#15: The Good, the Boots and the Ugly

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“The Last Wish” draws heavily from the spaghetti western genre, finding a middle ground between Once Upon a Time and Once Upon a Time in the West. The Sergio Leone film that “The Last Wish” shares the most in common with is “The Good, the Bad and the Ugly.” Where that 1966 epic centers on three men racing to a grave of buried Confederate gold, this film sees three groups squaring off over a fallen Wishing Star. Puss’ gang is good and Jack Horner is bad while Goldilocks and the Three Bears aren’t afraid to get ugly. Clint Eastwood’s iconic character has been called Blondie and The Man with No Name. “The Last Wish” has a Blondie in Goldi and a Wolf with No Name.

#14: “Akira” Inspiration

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Chances are most kids have seen “Into the Spider-Verse,” one of the animated films that inspired the aesthetic of “The Last Wish.” Yet, only a handful of little kids will be familiar with the R-rated “Akira,” which also helped shape this film’s visuals. Joel Crawford, the director of “The Last Wish,” actually saw “Akira” as a young child. Rather than being traumatized by the graphic imagery, Crawford was blown away by the hand-drawn explosions, prompting him to draw dust clouds. Crawford’s love for “Akira” can be seen in this film’s integration of 2D set pieces and kinetic action. Both movies also climax with a grotesque antagonist who grows out of control before meeting an earth-shattering end. At least Jack Horner didn’t get to crush anybody.

#13: The Ethical Bug’s Familiar Voice

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Like Pinocchio’s Talking Cricket, the Ethical Bug serves as the angel on “Big” Jack Horner’s shoulder. This boy scout bug has his work cut out for him, though, finding that even the most dedicated conscious can’t redeem the horrible Horner. The Ethical Bug is voiced by Kevin McCann, a DreamWorks production supervisor. Although this is McCann’s first acting credit, adults may recognize the voice that he puts on. He sounds an awful lot like acting legend Jimmy Stewart, who was known for playing the ethical everyman. Somewhat similar to Jack’s dynamic with the Ethical Bug, Stewart’s George Bailey had a guardian angel in “It’s a Wonderful Life.” The Ethical Bug’s voice also calls to mind comedian Don Knotts, who defined childhood for many young Boomers.

#12: A Mature Voice Cast

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For a lot of kids, “The Last Wish” will be their introduction to certain actors who the adults are already acquainted with, including Oliva Coleman as Mama Bear and Ray Winstone as Papa bear. Andrew has issues on “Big Mouth,” but hopefully he turns out better than John Mulaney’s Jack Horner. As intimidating as Wagner Moura’s portrayal of Pablo Escobar in “Narcos” was, his Wolf might be even more terrifying. Kids may know Florence Pugh from the MCU, but definitely not “Midsommar.” Speaking of which, “Midsommar” is often compared to 1973’s “The Wicker Man,” which got an infinitely meme-able remake starring a bear-suited Nicolas Cage. When Baby Bear (Samson Kayo) is attacked by bees, “The Last Wish” filmmakers couldn’t resist referencing an infamous Cage line: “Not the bees!”

#11: The “Logan” of DreamWorks Sequels

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Along with the “Deadpool” films, “Logan” is one “X-Men” spinoff that you’re not going to let the kids watch for a few years. Adults who can get into R-rated movies without being carded have noticed a surprising parallel between “The Last Wish” and Wolverine’s (sort-of) last stand. Both center on legendary heroes with sharp weapons who’ve repeatedly cheated death. As they become older and grow out their beards, they set out on a road trip against a hazardous western backdrop with a couple of companions and several antagonists on their trail. It all builds to a gritty final battle where the aging hero faces a seemingly unbeatable foe, forcing him to accept his mortality. Thankfully, Puss’ brush with Death isn’t nearly as bloody as Logan’s.

#10: Heaviest Cream

We used to think that Puss had a catnip problem, but it’s the cream that he really needs to lay off of. As we see in a flashback, drinking too much cream resulted in the loss of one life. Well, that and a big fall. For some, that would be a wake-up call. After losing his eighth life, though, Puss heads straight for the bar. In addition to the alcohol reference, kids will probably overlook one of this scene’s sneakiest details. Puss has fished eight shots of cream, the same number of lives that he’s lost. He’s on his ninth glass when Death shows up, bringing a whole new meaning to the phrase, “Last call.”

#9: Coins on Eyes

As our heroes flee from Jack Horner, the Wolf continues his pursuit of Puss. Just when you thought his red eyes couldn’t be more menacing, he picks two gold coins off the ground. Placing them on his eyes, the Wolf lets Puss know that he’s watching him. While kids will surely be intimidated, they also might be confused by this gesture. As the legend goes, if you place coins on the eyes of the deceased, it’ll serve as payment for the ferryman to take them across the River Styx to the underworld. This tradition is often linked to Charo’s obol. According to that myth, though, a single coin was usually placed on the deceased’s mouth. Either way, it’s an ancient practice of a bygone era.

#8: “Big” Jack Horner’s Casual Murdering

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“The Last Wish” has a surprisingly high body count. We’re not just talking about Puss’ eight lost lives. Most of the casualties come courtesy of “Big” Jack Horner. In addition to turning one of his hired hands into gold, Jack is responsible for the Baker’s Dozen’s doom. Whether sending them into a valley of man-eating flowers, turning them into confetti with his bad aim, or letting them fall after using them to build a bridge, Jack possesses no regard for human (or animal) life. Kids can tell that Jack is a bad guy, but only adults can fathom just how messed up and psychotic his actions are. At least he’s given an appropriate demise in the spirit of “Terminator 2.” You know, another kid-friendly flick!

#7: Dingleberries

The sibling rivalry between Goldilocks and Baby Bear boils over as the two begin swapping insults. Goldilocks gets the better of her adoptive brother, calling him, among other things, a “dingleberry.” Kids won’t know this word’s meaning off-hand. To be fair, adults probably won’t either, but they can look it up. Merriam-Webster provides a couple of definitions, including “a foolish, stupid, or contemptible person.” There’s also the slang version, which means, “a piece of dried fecal matter clinging to the hair around the…” let’s say where the sun doesn’t shine. Based on the way Baby takes offense, we think the more graphic definition applies in this case. We also wouldn’t be surprised if “​​Dingleberry” is code for… well, something that Baby might be compensating for.

#6: The Bell Tolls 8 Times

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Even if kids rewatch “The Last Wish” over and over, they likely won’t be on the prowl for little details that they missed the first time. Adults rewatching will have their eyes peeled, however. Some of the most ingenious foreshadowing occurs during the opening fight against the giant. Not only does Puss slam into a sign for Jack Horner’s pie factory, but it’s cleverly established that Puss is almost out of spare lives. This is reflected through a bell that’s woven into Puss’ battle with the giant. Throughout the showdown, we hear the bell ring eight times. The eighth ring comes when the bell crashes on Puss, claiming his last extra life. Now Puss only has one life until the bell tolls again.

#5: Perrito’s Tragic & Messed-Up Backstory

A lot of cute puppies in movies have sad origins, but Perriot’s is next-level. Little kids might misinterpret the tragic nature of Perrito’s backstory, as he relays it in such a chipper way. In Perrito’s eyes, his family were prankers who loved to play hide and seek, although clearly they were trying to abandon him. They finally succeeded in getting rid of Perrito when they put him in a sock and sent him down the river. Perrito never saw his family again, but he fashioned the sock into a sweater. Apparently, his family didn’t care enough to give him a proper name, as Perrito simply translates to Puppy. The kids may be as oblivious as Perrito while the adults share Puss and Kitty’s shocked reactions.

#4: What the Hell Did He Say?

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As much as this movie uses the bleep button, it does allow a few genuine swear words to creep past the censors. The most notable instance occurs at Mama Luna’s house when Perrito shares his aspirations to be a therapy dog. Remember in the 90s when several animated characters almost said this word? Well, Puss just casually blurted it out. Granted, it’s not the first time that this word has come up in the “Shrek” franchise. In an era where most PG movies feel more like hard Gs, though, this film’s colorful language warrants parental guidance. Since the film doesn’t tiptoe around death, Hell was bound to come up.

#3: What Did Kitty Smell?

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In addition to “dingleberry,” “The Last Wish” will teach the kiddies words like “hell” and “crap,” earning that “P” in “PG.” Don’t worry, parents. The words you really don’t want your kids repeating at Sunday school and synagogue are mostly bleeped. Who knew that Harvey Guillén’s Perrito had such a vast vocabulary? The bleep button is almost needed again when Perrito encourages Puss and Kitty to stop and smell the roses. Kitty struggles to smell the roses, but she picks up on the scent of bull… and that’s where she gets cut off. The little ones will wonder how Kitty was going to finish that sentence and their parents aren’t cluing them in. We’d say the word, but YouTube is also pretty PG these days.

#2: The Portrayal of Anxiety

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Swearing and violence might contribute to the PG rating, but that’s not what makes “The Last Wish” such an “adult” film. It’s how the filmmakers explore mature themes like anxiety that make it just as much for grown-up viewers. You wouldn’t expect Puss in Boots of all characters to shine a spotlight on mental health. However, as the hairs raise on Puss’ arms and he clutches his racing heart, the film provides a surprisingly authentic depiction of panic attacks and PTSD. The film also touches upon how anxiety is linked to depression, preventing people from seizing the day. “The Last Wish” should be essential viewing for children developing signs of anxiety, helping them to understand these emotions and see that they aren’t alone.

#1: Meditations on Death

Most kids go about their days with little regard or understanding of death. Even adults can act as if they’re invincible, in denial that eventually their card will be punched. It might happen suddenly during an accident or shortly after the doctor shares some bad news. Either way, death comes for us all, including those with nine lives. “The Last Wish” tackles this inevitable truth with wisdom. It’s only natural to fear death as Puss does. Puss learns that you can’t beat death, but you can come to terms with it. He’s able to peacefully part with the Wolf, accepting that one day they’ll meet again. Although the film doesn’t sugarcoat this bleak concept, it ultimately encourages kids and adults to live their best life.

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Wow I'm in 6th grade when I saw this movie for the first time (I was a HUGE fan, by the way) I just noticed you guys were actually right! Don't worry, I noticed this too...
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