Beneath the Depths is a 2013 American Fantasy Action romance film written by Ted Elliot & Terry Rossio and directed by Alexandra Aja starring Kate Winslet, Elena Satine, Dave Franco, Anthony Hopkins, Emma Stone, Julianne Moore, Richard Jenkins, Patton Oswalt, Shirley Maclaine and Nicholas Simmons.

The film is an adaption of the classic Hans Christian Anderson 1836 fable and live-action re-imagining of the Walt Disney 1989 animated classic.

The film is also distributed by Walt Disney and was released in Digital 3D in select theatres as well as basic 2D.

It was released on January 24th, 2013 theatrically to a wide box office opening and has received mixed reviews, mostly positive praising the performances of leads: Winslet, Satine, Stone, Hopkins and Franco.


The film begins with a young Ursula working in the palace of Atlantica at the time of King Triton's father King Horton's rule.

Ursula works and resides in the palace as the Seer and her mother Franera resides in the palace working as the palace healer, along with them is Franera's two other daughters Florina and Marina (Ursula's two other sisters) who yet to come into their powers.

Franera plans to seize the palace as her own and tells her daughter Ursula of how she and her sisters will rule the seven seas together with the power of the almighty trident.

Franera's plan to kill King Horton is discovered and King Horton curses Franera and banishes her into exile.

Left behind are her three daughters who King Horton plans to raise as his own.

However Ursula following her mother's story kills King Trident with stab to the heart by an auga shell.

His life force is drained and his at the time young Trident then seizes his trident and brings it down upon Ursula he curses her and her sisters and banishes them from the palace to join their wicked mother as his father turns to stone and collapses into nothing.

Franera was cursed with going from a mermaid to a shell headed fiend, Ursula from a mermaid to a large octopus woman, Florina into a siren which upon becoming close with someone exposes a hideous visage and Florina into a thorn covered mermaid that excretes a deadly poison.

They exiled to the different dark corners of the ocean and to be kept forever seperate.

Ursula however finds she has advanced to the power of being able to make magical deals like her mother and finds two young weary fisherman: both blind in one eye from a tragic accident they were in and both of wish want their sight back.

Ursula tricks them into a deal and the two unnamed fisherman become two horrific eel monsters with their blind eye becoming that of an all seeing seer's one.

She names her newly found minions Flotsam and Jetsam and plans to use them to infilftrate Atlantica and exact vengeance upon the now King Triton and reclaim the trident.

The years pass as he ages and eventually comes to bear seven daughters.

Ursula sees a way in with the youngest daughter, the beautiful headstrong Ariel who dreams of life on the surface and spends most of her time in the company of her fish companion Flounder and being trailed by Triton's right hand crustaceon Sebastian.

Above the surface a handsome, young bartender Eric is taken out for his birthday by some of his buddies on his yacht the Seering Soar where they attempt to set up with their local coastal town's beauties.

He refutes their advances and the yacht is damaged during a storm in which all are able to evacuate apart from Eric.

The fireworks and wreckage of the boat draws Ariel to the scene who in turn saves Eric's life and brings him to the pier.

He awakens to her voice humming to him and as he reaches to kiss her she withdraws.

Later her father discovers from Sebastian of Eric and out of fear of the humans being in allegiance with Franera, Ursula and the others he destroys her collection of human items and leaves her broken.

She is then tended to by Flotsam and Jetsam who lure her to Ursula aong with Flounder and Sebastian.

They strike a deal that will be a human for three days in which she must acquire true love's kiss from the man Eric she saved or be destroyed by her monsters of the deep and have her soul belong to her.

In collegiance the deal also dictates the release of her mother and sisters from their corners so they may reunite as only one of the royal blood can break that bond and addition her advisors Flotsam and Jetsam shall join her in human form above the surface and keep an eye on her.

Ariel agrees on the condition that also her companions Flounder and Sebastian be made human to watch over her.

The deal is struck and the five become human and surface to the Coastal town of Kingdom, Florida.

Ariel comes into the care of Maude Adams a local florist who lost her 16 year old daughter in a car accident which also claimed her husband's life.

Flounder is now a slightly overweight man and assumes the identity of Franklin Serenade working as a deckhand on Eric's ship and Sebastian takes up as a garden trimmer.

Ariel comes to Eric and the two fall for each other and after a date on his repaired boat are about to share a passionate kiss which is interrupted by Flotsam and Jetsam who attack and despite their human forms possess power over electricity.

A battle breaks out and they are stopped.

Ursula then rallies with her mother and sisters and dispatches her sisters to the surface to deal with them.

Their attempts fail and Florina comes to develop an interest in Eric herself turning against Ursula, her mother and other sister.

Ursula takes to the surface after her mother is destroyed by King Triton and on the third day is able to hypnotize Eric into sailing away from Ariel as the sun goes down.

By the time she is able to reach his boat she reverts back to a mermaid and Ursula's monsters of the deep emerge.

Flounder and Sebastian revert as does Ursula much to Eric's horror and Florina attempts to siren song drown Eric realizing she'll never be able to have him as he attempts to go after Ariel.

He however stops her by stabbing her in the heart and she turns to stone and collapses.

Eric descends into the water and fights against an original Flotsam and Jetsam as King Triton trades himself in for Ariel and has his soul claimed by the monsters of the deep who then vanish back to the chasm of the sea.

Ariel and Eric head back into town and along with Eric's parents and friends rally at Maude's house which Ursula comes to attack.

Ursula makes herself gigantic and strikes down Ariel who will die unless Eric slays Ursula before her last breath.

Eric then takes back to his boat and steers towards Ursula in a maelstrom.

He directs a sharpened pole into her side and she bleeds out as she reverts back to normal size, and even transforms back from a hideous overweight octopus woman to a beautiful mermaid to which she is tearfully joyus about before dying.

Florina emerges to strike down Eric but vanishes in surrender and Ariel is saved as Eric returns to her and resusitates her with true love's kiss.

King Triton is then brought back from the chasm and with the power of the trident makes her a human permanently and Flounder and Sebastian the people they were to watch over her.

Ariel takes a job as a waitress working at Eric's bar and the two come to purchase their own house and have a backyard shore wedding at Maude's home.


  • Kate Winslet as Ursula
  • Elena Satine as Ariel
  • Dave Franco as Eric Barthemeir
  • Anthony Hopkins as King Triton
  • Emma Stone as Florina
  • Julianne Moore as Marina
  • Richard Jenkins as Graham Barthemeir
  • Patton Oswalt as Flounder/ Franklin Serenade
  • Nicholas Simmons as Sebastian
  • Shirley Maclaine as Franera
  • Barbara Hershey as Maude Adams
  • Bonnie Hunt as Jessica Barthemeir
  • Byung-hun Lee as Flotsam
  • Evan Parke as Jetsam
  • Emilia Clarke as Attina
  • Joss Stone as Aquata
  • Alessandra Torresani as Andrina
  • Dree Hemingway as Arista
  • Tuppence Middleton as Adella
  • Rachele Brooke Smith as Alana
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