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A direct-to-video production directed by Brian Nissen and Richard Rich.

“In the time of the pilgrims,” a witch brings her scarecrow to life and teaches him to dance. He falls in love with a beautiful girl called Polly. Unfortunately, Polly is trapped in a workhouse, trying to save up enough to free herself and a trio of Heartwarming Orphans. Fortunately, the witch has a spell that will allow the scarecrow to look human and try to save them, and he'll have the help of a talking mouse and a magic broom along the way.

The story is Inspired by... Nathaniel Hawthorne’s short story "Feathertop" and its stage adaptation, The Scarecrow, by Percy MacKaye.


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This film contains examples of:

  • 2D Visuals, 3D Effects: It's especially noticeable when the bridge collapses in the climax.
  • Accidental Misnaming: While trying to endear himself to Polly, Grisham calls the orphans "Griffin, Scooper and Charlie", proving how little he really cares about them.
  • Almost Kiss: Polly and Feathertop are about to kiss after their Dance of Romance, but Grisham interrupts them.
  • An Aesop: Delivered by Miss Beebee: "Helping other people, giving your life for someone else... that's what it's all about."
  • Anachronism Stew: The movie takes place during Colonial American times, yet all the dancing is clearly from the 20th century.
  • And Now You Must Marry Me: Count Grisham attempts this with Polly, mainly by trying to get her to dance with him so he can use the dancing spell to make her fall in love with him.
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  • Animated Musical
  • Aristocrats Are Evil: Count Grisham.
  • Award-Bait Song: "In Your Arms", the song which plays while Feathertop teaches Polly to dance.
  • Beware the Nice Ones: When Cheswick tries to steal Polly's hidden stash from her hiding place, the normally friendly Scarecrow frightens him off to keep it safe. His line to Cheswick seals it.
    Scarecrow: (with a fierce edge in his voice) You don't want this jar, 'cause I am One! Bad! Scarecrow!
  • Big Eater: Cheswick even named his stomach Melvin since it seems to have a mind of it's own. Oddly enough, we never see him eat on screen.
  • Blithe Spirit: Feathertop.
  • Breaking the Fourth Wall: Miss Bee Bee does this at the beginning, complete with rewinding the video.
  • Butt-Monkey: Cheswick and his dog are constantly getting hurt.
  • Cassandra Truth: Cheswick tries to tell Grisham and his henchmen that there's a living scarecrow out there, but Grisham just laughs him off.
  • Crowd Song: "So The Count Can Dance/On Our Way".
  • Dance of Romance: Happens when Feathertop teaches Polly to dance.
  • Dancing Is Serious Business: How this whole movie treats dancing.
  • Dance Party Ending: This happens once Count Grisham is out of the picture and the town is renamed to Swing Town.
  • Disney Death: Feathertop appears to be dead once the bridge collapses on him, but he miraculously survives. It's implied that the spell that made Feathertop permanently human (for his Heroic Sacrifice) is what brought him back to life.
  • Disneyfication
  • Disney Villain Death: Count Grisham falls to his death while fighting with Feathertop on the collapsing bridge.
  • Dramatic Irony: In-Universe. In the past, young Polly had gathered just enough silver to get herself out of the Mill for good. She had her heart set on getting a home all her own. Meanwhile, Miss Bee Bee feels sorry for what lies ahead for the girl, revealing to the audience that new orphans came to the mill. This would push back Polly's plans to leave Grisham Heights by about six years, since she would choose to save up even more silver to buy all their freedom.
  • Earn Your Happy Ending: After years of working in the mill, Polly and the townsfolk are freed from Grisham and get to live their own lives.
  • The Eeyore: Farley is the most pessimistic of Polly's orphans, always announces his doubts that their dreams of freedom will come true.
  • Establishing Character Moment: Grisham's the kind of guy who, when his dancing instructor Miss Bee Bee compliments his dancing progress as "good", he'll be livid that she didn't say it was "great".
  • Everybody Has Standards: Grisham's butler Woody has loyally served him for years so long as he's paid well. But even he is mortified that his employer would ever imply that he'd rather kill Polly than let her leave.
  • Evil Is Hammy: Count Grisham, big time.
  • Fat Idiot: Cheswick. He thinks being called an ignoramos is a compliment, and when he saw Polly sneaking out through a reflection in a mirror, he looked behind the mirror in confusion.
  • Faux Affably Evil: The way Grisham acts around Polly. He bribes her with toys and food for the orphans as well as other things just to try and marry her. But it's rather transparent he's actually arrogant, selfish and bad-tempered.
  • Feathered Fiend: Razor, Grisham's pet falcon.
  • Flying Broomstick: Bristles is a sentient one.
  • Fourth Date Marriage: After Feathertop and Polly win the dance contest, they confess their love to each other and agree to get married in the morning.
  • Glamour Failure: Scarecrow may look as human as can be while he's Feathertop. But even with the magic feather in his cap, mirrors can easily reveal his true form. Played for Drama when he's exposed by Grisham's mirror room, and before Grisham of all people.
  • Gonk: Cheswick's appearance stands out with his short stature, disproportionately long arms, and protruding stomach.
  • Heartwarming Orphan: Gretchen, Cooper, and Farley. They all have dreams of what they want once Polly buys their freedom; Gretchen wants a dog, Cooper wants a garden, and Farley just wants new pairs of shoes.
  • Heroic Sacrifice: As Feathertop, Scarecrow risks his life keeping the bridge supported so Polly and the children can cross safely.
  • Hoist by His Own Petard: Count Grisham orders his henchman to dismantle the bridge that leads out of town so that when Polly drives over it in her attempt to escape, she will fall to her death. In the end, Grisham is the one who falls off the bridge and dies.
  • Hypocrite: On at least two occasions, Grisham will ask someone "How selfish are you!?"
  • I Can't Dance: Polly. Feathertop has to teach her.
  • I Want My Beloved to Be Happy: Twice over does Scarecrow sadly come to this conclusion. First time is when Max convinces him that Polly can never hope to live a normal life with "Feathertop" if her husband-to-be is actually a scarecrow. Later, after the climax, Feathertop breaks off his engagement with Polly (even though he still loves her) because he "can never be what [she] deserves".
  • If I Can't Have You...: Grisham has this attitude after Polly rejects him for the last time.
  • Indentured Servitude: Orphans like Polly and people who can't pay off their debt are forced to work in a workshop that creates dance clothes in Grisham Heights. The price of freedom is 13 pieces of silver.
  • It's All About Me: Count Grisham. Every fiber of his being believes the cosmos revolves around him. When Scarecrow protests to his machinations, Grisham calls him selfish, for not wanting to burned or see Grisham marry Polly in his stead.
  • Jerk with a Heart of Gold: Max may be grouchy and sarcastic at times, but at his core, he really does care about Scarecrow's well-being.
  • Karma Houdini: Feathertop never tells Polly the truth about being a scarecrow. And he never does, not after the spell to make him human becomes permanent.
  • Magical Accessory: The feather Miss Beebee gifts Scarecrow has the power to make him appear human. It also works when someone else wears it.
  • Magic Dance: Miss Beebee has a spell book of them. Count Grisham learns one to make others fall in love with him, and he repeatedly tries to use it on Polly.
  • Make a Wish: Scarecrow wishes to be human; thankfully, Miss Beebee left behind a prerecorded message that responds to his wish allowing it to come true.
  • Malicious Misnaming: Grisham is in the habit of constantly giving Feathertop nicknames like "Feather-Chump", "Feather-Neck", "Feather-Mouth" and "Feather-Head". Needless to say, he's not very fond of Feathertop for being 'competition'.
  • Mama Bear: The reason Polly didn't leave Grisham Heights years ago when she had the chance was because three younger orphans came to the mill. She acts like a mother to them and wants to buy all their freedom, even if it means working an additional six years.
  • Meaningful Echo: Earlier, Grisham threatens Feathertop "I suggest you leave town, unless you'd rather die..." in order to keep him away from Polly and tomorrow's dance. When Feathertop does arrive at the dance regardless, he announces "Sorry I'm late, but I'd rather die than miss this dance." Later, when Grisham asks Polly to marry him, she's inspired to respond "I'd rather die".
  • The Mirror Shows Your True Self: The feather in Scarecrow's hat only makes him appear human. Mirrors show his true identity.
  • Non-Human Sidekick: Max and Bristles for Scarecrow/Feathertop, Gummy for Cheswick, and Razor for Grisham.
  • No Smoking: The corncob pipe in the original story is Bowdlerised into a feather that the main character wears in his hat.
  • Not So Above It All:
    • Miss Bee Bee may be cheerful and optimistic, but even she's exasperated by Grisham's narcissism.
    • Also, despite being a witch, Miss Bee Bee is not immune to her own spells, as Grisham tests one to make someone fall in love on her.
  • Only Sane Man: Max the mouse. He even lampshades the absurdity that he's the only one with common sense in the story.
  • OOC Is Serious Business:
    • In the prologue, the usually playful and befuddled Miss Bee Bee expresses sadness at reliving the day she left Scarecrow.
    • One knows Grisham's love spell dance is effective when he can make his maid (who detests Grisham) to fall madly in love with him. What's more, it's also strong enough to make Polly, who couldn't care less about him, nearly decide to marry him.
  • Ominous Opera Cape: Grisham wears one, establishing him not only as a villain but a serious Drama Queen.
  • Pinocchio Syndrome: Scarecrow wants to be human in order to help earn Polly's money back, and he is granted his wish by wearing a magic feather Miss Beebee gifted him.
  • The Pollyanna: Fittingly, Polly. She always remains optimistic that she and the other orphans will buy their freedom someday.
  • Psychopathic Man Child: Count Grisham clearly acts like a large child, especially when he says this line:
    Grisham: I'm gonna do a bad, bad thing!
  • Right-Hand Attack Dog: Cheswick's dog, Gummy. He gets better at the end of the movie when Gretchen adopts him.
  • Spell Book: Miss Beebee has a spell book of different dancing spells, which Count Grisham finds. He learns the dance spell to make someone fall in love with you this way.
  • Suspiciously Similar Substitute: An entire cast of them!
  • Sweet and Sour Grapes: After the climax, Feathertop sadly breaks off his engagement to Polly so she can marry someone human and leaves her, broken-hearted. But before long, he realizes he's permanently become human, nullifying his reason to leave Polly and sending the two lovers back into each other's arms.
  • Talking Animal: Max the mouse is given the ability to talk by the same spell that brings the Scarecrow to life. No other animals talk.
  • Wham Line: "Feathertop... you forgot your feather."
  • What the Hell, Hero?: Miss Bee Bee brings her scarecrow to life so she can have a companion, yet when she feels unsafe and decides to leave town, she doesn't take Scarecrow with her. This seems unnecessarily cruel because Scarecrow can never interact with the townspeople or Polly unless he wants to be destroyed. Later on, she does offer him a way to appear human, although that begs the question why she didn't give him that offer in the first place.
  • Wholesome Crossdresser: Max the mouse temporarily dons a dress, wig and lipstick for a show.
  • Would Rather Suffer: When Grisham asks Polly to marry him for the last time, she fiercely declares "I'd rather die!"
  • Yiddish as a Second Language: Max drops in an “Oy gevalt."

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