The Discount Spinner Rack: SON OF THE MASK (2005)

Over the last few decades, comic book movies have reached heights of storytelling and spectacle that readers could never have DREAMED of. But for every triumphant high—The Dark Knight, The Avengers—there have always been a good number of stinkers… some bad enough to become punchlines or talking points, but most mediocre and ultimately forgotten…

Until they end up here.

The Discount Spinner Rack is where you’ll find the worst, the weirdest, and the most puzzling of comic book movie misfires. We’ll take a look at the things that actually work and the parts that absolutely don’t, and decide whether it’s worth your time and your dime. In the end, movies will be marked down on a scale from $1.00 (a surprise gem) to $0.05 (better used for kindling). For this spin of the Rack, we gaze into the abyss of failed comedy and ruined careers as we take a look at New Line Cinema’s decade-later sequel to the Jim Carrey vehicle, Son of the Mask!


Did you know that 1994’s The Mask was originally intended to be a horror movie?

Now, this might sound kind of strange to you at first—but only if you’re not familiar with the original comic book that it’s based on. See, the Mask—as created by writer John Arcudi and artists Chris Warner and Doug Mahnke1 for Dark Horse Comics—was a far more violent, edgy character on the page than what ended up on the big screen.

He was still a pretty snazzy dresser, though.

Described by Arcudi as “a cross between Tex Avery and the Terminator”, the whole gimmick of The Mask was that whoever put the titular face-covering on could survive any injuries and perform cartoonishly over-the-top acts of violence at a whim… but the CONSEQUENCES of the violence would all still be real. So if the Mask2 were to smash someone over the head with a comically-oversized mallet, the guy would just be dead—and probably splattered all over the floor for good measure. It was a glorious excuse for Mahnke to render absurd levels of blood-soaked mayhem across the page—but it was also a fertile framework for Arcudi to tell tales of corruption and addiction as the mask, like the One Ring, ground down and often destroyed a succession of wearers with the overwhelming allure of ultimate power and invincibility. It got pretty dark.

Screenshot (509)
And pretty messy…

So in the early nineties, New Line Cinema was looking for a new horror icon to replace Freddy Krueger (whose franchise was coming to a close3 with Freddy’s Dead: The Final Nightmare) as the studio’s flagship money-maker. Before long, they stumbled onto the Mask—a witty, ghoulish shape-changer and trickster much like Krueger—and hired filmmaker Chuck Russell (director of A Nightmare on Elm Street 3: The Dream Warriors) to write and direct a new franchise-starter for the green-headed anti-hero!

After penning a few drafts, however, Russell felt he couldn’t make the concept work as a horror film… but he DID think that he could re-work the premise into a fantastical romantic-comedy. So he developed a version of the script that re-framed the story as a goofy, family-friendly empowerment fantasy: the tale of a hapless, introverted schlub named Stanley Ipkiss whose wild, cartoonish id is unleashed by a magical mask—allowing him to win over a beautiful woman, take down some gangsters, and find the self-confidence he needs to better his life.

It also gives him a cleaner, whiter smile with no brushing or flossing!

The Mask would ultimately be released on July 29th, 1994, to MASSIVE box-office success—earning $351 million worldwide on a budget of only $23 mil4! The film was groundbreaking at the time of release for its use of C.G.I.—then a nascent and cutting-edge technology—to create seemingly realistic, textured “cartoon” effects to realize the Mask’s zany powers (the, uh, the effects aren’t QUITE so impressive today). But even more key to The Mask’s success was the absolute spot-on casting of young, rubber-faced comedian Jim Carrey in the title role. Carrey (fresh from the huge success of Ace Ventura: Pet Detective just a few months prior) brings exactly the right manic, almost obnoxious physical energy to the role of the Mask, while his Stanley Ipkiss is a relatively restrained and relatable everyman; he gleefully walks away with almost the entire movie (except for the scenes with Milo, Stanley’s adorably precocious Jack Russell terrier, who even gets to wear the mask himself for a scene and is, indeed, a very good boy)!

YouTube didn’t exist yet, so we had to find our adorable animals wherever we could!

With the kind of money the film pulled in, a sequel was inevitable—after all, the whole POINT of licensing the character was to start a franchise, right? Chuck Russell expressed interest in doing a follow-up in 1996, and New Line offered Carrey $10 million to come back for a second film… but amazingly, Carrey refused. According to the actor, his experiences filming Ace Ventura: When Nature Calls (the sequel to Pet Detective) convinced him that reprising a role he’d already played offered him no meaningful acting challenges. So Carrey passed, and as a result, the entire concept had to be scrapped, and the project went into development hell.

Years passed.

Then, finally, in 2005… we got… this.


Written by Lance Khazei (a staff writer on Politically Incorrect with Bill Maher and The Chevy Chase Show5) and directed by Lawrence Guterman (best known for directing Cats and Dogs), Son of the Mask is a standalone sequel to the 1994 film with brand new characters and a totally different story. To fill the shoes of Jim Carrey, this film opts to go with… Jamie Kennedy6, then still seemingly an up-and-comer, fresh from his star vehicle Malibu’s Most Wanted and doing four seasons of The Jamie Kennedy Experiment on the WB (which is ONE way to pay the bills, I guess).

But picking up the slack a bit is, of all people, Alan Cumming—who shows up in the role of LOKI (yes, THAT Loki), the Nordic god of mischief whose powers fuel the enchanted mask. And hey, Bob Hoskins is in this thing as friggin’ Odin! That sounds kind of cool, right?

Well, it wasn’t cool.

Thor didn’t even get a post-credits cameo.

The film was a SPECTACULAR flop with critics and audiences—earning just $59.9 million at the box office (on a $100 million budget). It sits at a truly sobering six percent freshness rating on Rotten Tomatoes. It killed at least one career: director Lawrence Guterman would never lens another feature film after this (though he did manage to direct a couple of episodes of television in the late 2000s). And while one could debate whether this was the turning point for Kennedy being seen as a “bankable” star by Hollywood, the experience certainly seemed to have left a scar on him; the critical drubbing he received was so intense that it would inspire him to co-produce a documentary associating professional criticism with audience heckling called… well, Hecklers.

This film wasn’t just bad; it was a BLIGHT upon everyone who was associated with it—but at least it finally taught Hollywood that half-assed, decades-later sequels to successful comedies were a bad idea, and that they just shouldn’t bother with them.

HA! HAHAHA! Ehhhh…. Yeah, that was a good one.

But surely… SURELY… there is something of value to salvage from this flaming bag of studio excrement. Movies are such complex and intricate constructions, assembled by an army of (presumably) talented people who each bring their own skill and perspective to the work… I mean, it can’t ALL be bad.

(*watches movie*)

… Crap.

OH-kay, everyone: pull on your rubber gloves, strap on some goggles, and try not to breathe through your nose… we’re in full-on autopsy mode. Time to get a first-hand look at how you turn the sequel to a beloved comedy into a cautionary tale in the span of just ninety minutes.

Screenshot (508)
We’re on an express elevator to Hell—GOING DOWN!!!

IN THIS ISSUE: The most horrifying thing of all: A KIDS’ MOVIE.

By which I mean, both a movie FOR kids and a movie prominently FEATURING a kid, neither of which is a good sign.

Historically, the Kids’ Movie has proven to be the most fetid, wretched genre of film to be churned out of the Hollywood system, because of a single, cynical assumption: kids are STUPID, so you don’t need to put any real effort into entertaining them7. As a result, you get movies with lots of exaggerated camera work, cheap C.G.I., actors mugging to the camera, talking animals, potty humor, fishbowl lenses… any sort of loud noise and brainless spectacle the director can come up with to distract the drooling tykes for yet another moment. And damn it to hell, this movie has ALL of those things in it, and more. We may as well be watching the filmmakers jingle a set of keys in front of our faces for ninety minutes.

Even worse is the fact that, for a good chunk of its runtime, the movie is so lazy that it repurposes the plots of several classic Looney Tunes and Tom and Jerry skits to serve as its plotline. Except instead of doing these bits with cartoon cats and dogs, we get to see them with a green-faced C.G. dog monster and an uncanny-valley nightmare baby.

Screenshot (466)

So I suppose I should buckle down and tell you what this thing is about, huh? Okay: Jamie Kennedy plays Tim Avery8, an aspiring cartoonist living in Fringe City (a suburb of Edge City9) and looking for his big break. Tim is married… somehow… and his wife, Tonya (Traylor Howard, from the TV series Monk), is eager to have a baby; unfortunately, Tim is an emotionally-stunted man-child who is TERRIFIED of babies10, and would much rather lavish all of his emotional attention onto… OTIS, his adorable Jack Russell terrier. (Because why bother bringing any of the human leads back for the sequel when you can just throw another cute dog into the middle of the movie?)11 Tim also somehow lives in a two-floor house in the middle of suburbia despite working as a cartoon mascot performer; Tonya, meanwhile, is “the managing director of Apt Apparel” who goes on business trips and I’m guessing pays all the bills and why did she marry this loser again?

So anyway, the dog drags the enchanted mask from the first film out of a nearby stream12 and brings it inside the Avery homestead—where Tim ends up putting it on one night and (after a certain party that we’ll discuss at the end) ends up, er… impregnating Tonya. WITH THE MASK STILL ON.

Yes. We are supposed to believe that a woman had sex with THIS thing, and didn’t seem remotely bothered by it:

I hate to think about the kind of damage those teeth could do…

She doesn’t even bring it up the next day.

Meanwhile, in a COMPLETELY different (yet still decidedly terrible) movie, the Norse god Loki (presented here as more an immature slacker than any kind of serious threat) is trawling the mortal world in search of his mask. Seems his perennially-disappointed adopted father Odin is sick of his mischievous bullsh*t, and has demanded that he remove the mask from the reach of mankind, or he won’t be allowed to return to Asgard. So Loki hops from antique shops to museums (in which we meet the sole returning character from the original film: Ben Stein as Dr. Arthur Neuman, a character who USED to be a psychologist but now gives guided museum tours and lectures on ancient mythology for some reason), sifting through fakes and using his magical, cartoony powers to zap anyone who gets in his way13. And soon enough, he discovers from his father that the mask has produced an offspring—so he starts searching for the baby as a means to find the mask. Dun-dun-DUN!!!

The titular baby is born, and he’s named Alvey (which honestly seems like a form of child abuse to me). And wouldn’t you know it, because he was conceived when Tim was wearing the mask14, he’s born with all the powers and abilities of the Mask. He sings. He dances. He inflates his head like a balloon. He bugs out his eyes and bounces around the room like a rubber ball. And every time he does it, he transforms from an actual baby into a blank-eyed C.G. golem.

Screenshot (456)
Kennedy’s reaction was shared by most audiences at the sight of this thing.

And it’s probably a good thing he’s basically indestructible, too—because it turns out that Tim is, predictably, a monstrously negligent parent (like, “almost jamming a broken lamp into his son’s mouth because he mistook it for a bottle” negligent). So when Tonya leaves town for a couple of weeks on a business trip, little Alvey hatches a plan to get back at his daddy (which he cribs DIRECTLY from the Michigan J. Frog cartoon “One Froggy Evening”, which we actually SEE him watching IN the film): he’s going to use his powers to gaslight Tim and drive him completely insane, shattering his sense of reality and pushing him to a psychological breakdown.

You know—for kids!

Screenshot (486)
I like to imagine this is what happened after he read the reviews to the film.

But at the same TIME, poor little Otis (now forced to live in an outdoor dog house and no longer receiving any attention from Tim) manages to get the mask on himself, and the new Otis-Mask concocts his OWN plans. See, Otis is convinced that, if he could just get baby Alvey out of the way, then Tim would go back to lavishing all of his attention on the little pupper… so, by playing out a series of Tom & Jerry sketches, the Otis-Mask spends all of act two actively trying to murder Tim’s infant son.

Yes: the dog is trying to kill the baby, and the baby is trying to drive his father to madness. And this is, like, HALF the movie.

This is FAR more disturbing than anything the comics ever came up with…

Finally, after thirty minutes of derivative shtick that’s just a hair’s breadth away from being legally actionable, the PLOT kicks back in and starts hitting the predictable beats: Tim and Alvey start to bond after Tim loses his job (because being a workaholic was, apparently, the ONLY thing that made him a terrible parent); Loki shows up and kidnaps Alvey, forcing Tim to go after him as the Mask; and finally Alvey chooses his dad over Loki, and Tim helps Loki to patch things up with his dad Odin—giving him the mask so that he can go back up to Asgard. The whole movie’s theme is revealed to be about fathers and sons, and how they don’t always get along or understand each other, but they have to be willing to forgive and accept. Awwwwwwwwwwww.

But see… I have to stop and back up a bit, because I suddenly realize that I’m making this movie sound far more coherent and competent than it actually is.

And again: this is a movie that resolves its main conflict with a heart-to-heart between a failed cartoonist and a Norse god.

It’s REALLY hard to explain what, specifically, is so bad about Son of the Mask, because the answer is basically every single little thing about the execution of it. The bones of the story actually do form a workable, elementary three-act structure… but the layers and layers of creative and stylistic choices piled on TOP of that skeleton have turned it into a shambling, malformed abomination.

Just for example: none of the characters react to the crazy magical shenanigans like a normal human being would. A bouncer outside a company Halloween party sees the Mask pull a full-sized I.V. drip rack out of his front pocket (when he’s asked for his “I.D.”, HAR HAR HAR15), but the guy never breaks his flat affect and doesn’t react even a little—ultimately just letting him in when he produces an I.D. card16. It’s even worse in the opening scene in the museum, when Loki metamorphosizes into his God-form and fills a whole showroom with storm clouds and lightning… but Ben Stein just ambles up to him and mutters, in his typical monotone, “apparently you don’t agree with my theories”. He doesn’t even show any discernable emotion when Loki magically removes his face and floats it over to a display case. And I feel like there is a FUNDAMENTAL misunderstanding of comedy going on here.

No, adding Ben Stein to a scene does NOT automatically make it funny.

… See, basically in comedy when you’re doing wacky characters like the Mask, you’ll want to format scenes like these so you have an A-character (your designated clown) and a B-character (the “straight man”, a relatively normal person who can react to the clown)17. The B-character is there to give us in the audience a sense of the social boundaries being transgressed by the clown, which is where the majority of the humor comes from (OH MY GOD, I CAN’T BELIEVE THIS MOVIE HAS ME EXPLAINING HOW JOKES WORK). But “deadpan non-reaction” ITSELF is a silly, humorous response—a different kind of clownish behavior. So instead of these scenes featuring a clown bouncing off a straight man, you have two clowns pushing the scene in opposite directions, and you really don’t know what to laugh at because you can’t get a fix on what’s at stake in the scene or who has the upper hand.

I should not have to put this much thought into explaining the failings of a movie where a man gets doused by a fountain of urine while changing a diaper.

… They spent 100 million dollars on this thing.

But if you want to get down to the absolute worst, most rotten choice the movie makes… the gold star has to go to the decision to make the comedic lead of the majority of the goddamn film a computer-animated BABY.

For most of the movie, Jamie Kennedy is not the story’s clown; he only actually puts on the mask for two scenes (and his version of the Mask is, for some reason, a flat-affected lothario with sculpted-on plastic hair18). Instead, Kennedy is the straight man—the hapless, put-upon schmoe who reacts in confusion and horror as he discovers that his baby is a vaudeville-singing, eyeball-popping, super-strong, rubber-faced terror toddler.

So all of the actual COMEDY—all of the crazy stuff that Jamie Kennedy reacts to, which is the foundation of the entire movie—has been left in the hands of overworked, underpaid C.G. animators trying desperately to create a photorealistic infant using 2005-era technology. And you can just tell that the effects artists were more worried about making the kid’s eyes less glassy and doll-like than they were about the comic timing of any given scene.

Baby Blows Dog
And on top of that, they had to figure out the physics of blowing a dog up like a balloon.

But of course, the overall effect doesn’t work. It CAN’T work. Because even if the digital animation were pixel-perfect, and the C.G. baby were an exact, photorealistic duplicate of the tykes playing Alvey19… the second they go back to shooting with a real baby, the effect is ruined. Because as soon as we see those kids’ real, questioning eyes… the minute you notice the baby’s clear lack of muscle coordination and floppy obliviousness to most everything going on around him in the scene… the “character” disappears and the suspension of disbelief is just shattered. You can see the clear seam between the reality and the corporate cartoon—hell, you can practically see the hands of the animators puppeteering the digital kid around like a marionette.

… And it’s such a shame that so much of the movie is about the baby, because I actually DO think they picked the right guy to play the Mask himself.


See, I don’t think Jamie Kennedy is actually that bad of a performer. He was one of the most likeable characters in the Scream films—so much so that they brought him back for a cameo in the third one, despite killing him off in the second20. And back when I was in high school, I actually did enjoy The Jamie Kennedy Experiment! (I was fourteen, gimme a break.) He was good at impersonations, and smirking arrogance, and he had a lot of energy. Those are all pretty perfect attributes to bring to a character like the Mask!

But Kennedy doesn’t get to PLAY the Mask here. He gets stuck in the role of Tim Avery: an immature, selfish, whiny turd who is terrified of the responsibilities that come with having kids (but apparently never bothered to talk to his WIFE about his misgivings before marrying her).

This is a thinly-written, borderline detestable character on the page… but the part could still have been salvaged by a low-key lead actor with charm to spare and a knack for playing a beleaguered everyman. Jamie Kennedy, alas, has none of that. He can’t make us care about this guy’s career ambitions or his emotional hang-ups. He can’t sell the terrified reactions to cartoon nonsense, nor can he convince us that he’s gone through genuine growth or change. Jamie Kennedy is a good clown—but he’s not an actor.

Screenshot (445)
And it’s especially difficult to relate to him when he starts screaming at babies.

… God, what else is there to even SAY about this thing? It’s like this movie was Frankensteined together from nothing but a pile of coked-out studio exec notes; NOTHING makes sense. Like, to play the intimidating boss character (the guy who runs the animation studio, and who Tim is DESPERATE to impress), the filmmakers cast Steven Wright. You know: the blue-collar ‘90s stand-up comic with the lethargic, deadpan line delivery and the quasi-philosophical comedic style? Yeah, he’s the boss in this. Why would you cast a man whose whole shtick is being mellow and dispassionate to play a judgmental authority figure?!?

And there’s just one more little thing that bugs me.21

See, even though Odin is angry to learn about the birth of Alvey, and even though he wants to keep the power of the mask out of the reach of the mortals… he doesn’t actually seem to care all that much about Alvey himself. And at the end of the film, the mask is taken back to Asgard with Loki and Odin… but Odin doesn’t, like, demand that Alvey join them, or somehow magically drain the baby of his powers (which we already KNOW are equal to those of the mask itself). He just LEAVES him there.

Odin leaves an INFANT… with the power of a GOD… to be raised by his two, mortal parents… who no longer have any means of restraining or stopping him with the mask now safely tucked away in Asgard.

… It looks like we DID get a horror movie, after all.

IS IT WORTH YOUR DIME?: Oh, HELL no. I saw this for free on HBO Max and I STILL felt ripped off. Read the comics, watch the original film, watch the long-forgotten animated series… Hell, go take a walk! Ride a bike! Smoke some crack! Get stuck in a well! Literally do ANYTHING ELSE with your time, and it’ll be a significant improvement!

Just please, try not to procreate if your husband looks like this.



  1. The Title: Seriously. Son of the Mask is a GREAT title, calling to mind the old Universal horror sequels like Son of Frankenstein and Son of Dracula, while also feeling just a little zany and theatrically silly—but in a good way! It’s also honest—in that this movie is much more about baby Alvey than it is about the Mask itself. And it also centers on the clear theme of fatherhood that drives the story! … Look, I gotta come up with FIVE things I supposedly like about this movie, so I’ll take what I can get, okay?
  2. For Asgard!: Okay, another aspect of the film that I like… at least, in theory… is the inclusion of Loki and Odin. In the first movie, Loki was only mentioned in passing—suggested off-handedly by Ben Stein’s character to be the god depicted by the mask itself. This film takes that idea and runs with it: giving us an antagonistic Loki with the Mask’s reality-warping powers and an occasionally green face—
    —whose contentious relationship with his father Odin serves as a clear mirror to Tim and Alvey’s rocky relationship and the parent/child themes of the film. That’s a sound dramatic parallel and a clever choice of antagonist! … In theory.
  3. The Mask vs. Loki: Hey—the film actually managed to do something fun! Yes, the climactic showdown of the movie is a battle between Tim (as the Mask) and Loki: two immortal, all-powerful tricksters (both played by HUMAN BEINGS that we can empathize with on some level) fighting each other to a standstill with dueling gags. On the one hand, it gives Kennedy a chance to actually be funny and the boxing-ring set-up is cute… but on the other hand, most of the scene’s best bits are stolen shamelessly from the Daffy Duck short Duck Amuck (where Daffy gets into a fight with the omnipotent animator), and it features a truly heinous fart joke. But trust me: it’s the best scene you’re getting outta THIS movie.
  4. Not Exactly the Batmobile: God only knows why, but someone working on this film apparently thought it would be cool if they gave the Mask his own, like, signature car—to be used in a single chase scene that only lasts for forty-five seconds and doesn’t even feature the car doing anything special. So, the production team bought a 2004 Holden Monaro (a mid-sized Australian coupé) and spent the time, money, and resources to fit it with a completely new fiberglass body, custom paint job, accessorized interior, and several flamethrower-equipped exhaust pipes. And the end result is like something you’d see mocked up to advertise extreme chewing gum:

    Stills photography on the set of Son of the Mask starring Jamie Kennedy, Bob Hoskins, Alan Cumming

  5. “This is the Part Where You Boogie!”: The nadir of the film. The crux of its all failures. Utterly captivating in its banality. The first time Tim puts on the mask, it’s because he’s attending a Halloween party being thrown by the animation studio he works for (as a mascot-suit performer). After the bouncer scene (already discussed at length), he ogles an attractive woman in a sexy costume, before flinging her into the arms of his friend Jorge (played by… wait, is that Kal Penn?22). She has no agency in this, and seems to be fine hanging off Jorge’s arm for the rest of the scene. Then the mediocre live band gets booed off the stage (LITERALLY, people in the audience scream “BOOO!” and throw trash at the lead singer), until the Mask hops up on the stage, transforms the instrumentalists into fly girl back-up dancers, and breaks into a genuinely cringe hip-hop cover of “Can’t Take My Eyes Off of You” by Frankie Valli and the 4 Seasons—which then transitions into a Neil Young pastiche, followed by a country parody, then a rap version, and finally a big chorus finale. One imagines that this scene is what the producers used to sell Kennedy on playing the Mask—hip-hop was, after all, a passion of his (he DID eventually make Kickin’ it Old Skool)—but… well… it’s a travesty that must be seen to be believed:

NEXT ISSUE: Okay, enough—I’m crawling out of the Lovecraftian nightmare tunnel of soulless corporate byproducts and moving on to something that’s… when, that’s borderline incomprehensible, but at least has some unique creative charm. Next time, I’ll take a look at the infamous 1984 flop, Supergirl!