The Horse in the Gray Flannel Suit (1968)

The story of an audacious grift by a Benadryl-addicted Dean Jones.

One of my favorite movies to watch with my parents is an obscure Disney movie from 1968, a “light comedy” called The Horse in the Grey Flannel Suit.

It’s about a girl named Helen and her horse, plus a love story between Helen’s father (Dean Jones) and her riding instructor (Diane Baker, Silence of the Lambs). At no point is any aspect of equestrian sports accurately or faithfully represented. Kurt Russell is there as a love interest for Helen, and he pulls an entire horse trailer around with a sports car the size of a thimble. This was Russell’s third Disney movie, and he really has it down by this one. He puts his heart and soul into yelling “Gee” at Dean Jones. His name is Bobby, or Robby, possibly both or neither.

The three of us love this movie because my mom has competed in horse shows for her entire life, and is a 50’s baby who lived through the culture Horse is trying to portray, down to Helen’s father and aunt wandering around a venue in immaculate Sunday dress and having a full, stocked bar in their horse trailer.

Is that a fax machine on the top left?

She’s also taught riding for decades, so we’re obsessed with the bonkers character that is Helen’s riding instructor, S.J. Clemens. S.J. is the most ineffectual coach ever portrayed on film. She makes the guy from Air Bud look like he really had a handle on things.

S.J., IN PEARLS AND HEELS AND A CARDIGAN SET: I have to get back to my Saturday cross country class.

Horse first introduces you to Dean Jones as Fred, an adman on Madison Avenue. Despite being successful enough to own a giant landed home in Connecticut and commute to Manhattan for work, Fred’s life is a disaster. His daughter Helen has a horse habit he’s so allergic to that his secretary handing him a saddle nearly kills him, and somehow he’s in crushing debt from paying for her lessons, because financially Fred comes to us via 2009.

In real 1968, the economy was booming and the middle class were living like kings. In Fred’s 1968, he is being eaten alive by the subprime mortgage on his Kennedy-esque compound. How much was a horse lesson back then? Ten bucks? Doesn’t matter, because Fred cannot cope. At Sterling Cooper Draper Pryce, he’s trying to sell an off-brand Alka-Seltzer called Aspercel, and failing miserably. His boss is a human cigar, Tom Dugan, who hates the very sight of him. At home, his wife is dead, but this is barely established and never elaborated on, just business as usual for a Disney flick.


Fred gives a terrible pitch for Aspercel. His work husband Charlie (Buddy from The Dick Van Dyke Show) has, Dr. Frankenstein-like, built an animatronic mannequin torso with a see-through stomach so you can put a giant prop Aspercel in and then watch as it goes down and soothes the mannequin.

Dugan hates it. He puts a golf ball in the torso’s mouth, wisely murdering it before it can come to life and wreak havoc on New York.

Then, in a moment of criminal insanity, he says that he wants this indigestion medication to somehow specifically appeal to “jet-setters”. He gives Fred 24 hours to accomplish this.

Workday over, Fred slinks back to Connecticut and makes his way to S.J. Clemens’ farm, where Helen is receiving a terrible lesson. There are about seventeen girls in the ring and S.J. is giving them all the same two-word instructions, like, “Heels down.” These lessons clearly aren’t worth Helen’s time, much less sending her cash-poor father to debtor’s prison.

Once their worthless lesson is over, Helen’s friends crowd around S.J. to insist that she sign on with Helen bullying Fred into buying her a horse of her own. Every woman in this movie is a lobbyist for Big Horse.

Helen demurs but clearly agrees, because she doesn’t realize he is one happy hour away from Chapter 7 bankruptcy. The plot needs Helen to be mousy, but she comes across as a well-adjusted and well-liked fifteen-year-old.

Classic beaten-down protagonist

Fred arrives in a really good station wagon. Wood panels! He thinks the “S.J.” he’s been making checks out to is a man, because Helen always refers to her coach as Suzie, not her nom de guerre. He finds S.J. and asks who runs this pirate’s den, her father? In a win for feminism, S.J. reveals herself to be the pirate king who is robbing him blind. Helen literally flees the scene from secondhand embarrassment, but Fred turns up the charm, because Suzie’s cute.

S.J. basically tells Fred he’s a deadbeat for not coming to see Helen ride more often. She must not have heard about his addiction to antihistamines. Even though Fred was pretty polite after the mistaken identity, she clips him in the gut with a swinging gate, calls him a child and then flounces away. On their way out, Helen tries to use the technique her friends taught her, which is to flatter your dad, liquor him up, then ask for a horse, but she completely blows it. Fred is confused and at this point, just begging for alcohol. He is kind of a dark guy, as we’ll continue to see.

At home, Helen enlists her live-in great-aunt to come work for her as a consultant at Big Horse. Meanwhile, Fred is having a mental breakdown trying to make Pepto-Bismol sexy and classy. I can’t blame him, I couldn’t do that either.

Fred yells for Helen and Aunt Martha to quit lurking around outside his man cave, which is the size of three football fields and has a fireplace. They barrel in and pitch him the horse idea. Fred has a complete meltdown and starts taking antihistamines at the mere mention of a horse.

Do you have any idea how thin the financial ice around this 15,000 sq. foot mansion is?

Helen is distraught at her own selfishness (not at the fact that her father seems determined to live beyond his means and is a raging Benadryl addict) and runs out of the room crying. In her absence, rookie recruit Martha swings for the fences. “If she had her own horse, she could graduate to hunters!” she says. “Uh, they jump over fences and things, dear.” This is exactly how horse people who don’t do hunters talk about hunters. Aunt Martha is fast on her feet. Dugan should put her on the Aspercel account.

Fred doesn’t get why the horse thing is an issue. “If she had a boy problem, I could help her!” he says, marking the first and last time a dad in a Disney movie ever expressed that sentiment.

“She does have a boy problem!” Aunt Martha cries. “She’s terrified of boys, she thinks she’s homely!”

For some reason this whips Congressman Fred on board with Big Horse. Helen’s alleged lack of confidence can only be cured by horse, as diagnosed by every woman in her life. Fred agrees to help and sends Martha away: “This mess is what’s left of my career, so just go on to bed and let me pull the temple down around my own shoulders, all right?” She offers him a glass of warm milk. “Wouldn’t help!” he cries, then when she’s gone, murmurs to himself in despair, “Goodnight Fred Bolton.” This guy needs an emotional support horse way more than Helen does.

He mulls the horse thing over as he continues work on the Aspercel pitch, which leads to, in my opinion, the funniest line of the entire movie:

Fred draws a little horse with ASPER-CEL written on the side and then immediately discards it. Two seconds later, he shouts “A HORSE!” and runs after the drawing. This is truly how the creative process works.


In the morning, Fred returns to Sterling Cooper Dugan Price with his brilliant idea in tow. He has to give his entire pitch at the health club while Dugan smokes a cigar and works out. After what must be several hours in real time, Dugan says he approves, and then Fred gets hit in the side of the head with a squash ball and passes out. OSHA is nowhere to be found, because it won’t exist for two more years. It’s okay though, because Fred gets a massage, and those are known to cure traumatic brain injuries.

It’s settled: Fred will use company money to buy a fancy horse, give it the show name of Aspercel, then have his daughter compete her way up to the Washington International Horse Show, banking on the power of subliminal word association to increase sales among the uppercrust. He somehow gets promoted to VP for this scheme, which feels like something you would read about in a Paul Manafort charging document.

Some unspecified amount of time later, S.J. has come to the Bolton Estate to oversee the delivery of Aspercel, a beautiful dappled gray who she picked out personally for Helen. She’s nicer to Fred this time, who desperately tries to impress her by showing her the tricked-out trailer he bought. Still no word on whether or not that thing in the bar next to the TV is a fax machine or not.

Fred bonds with the horse in the only way he knows how: offering him a variety of mood-altering substances.

Helen asks S.J. if it’s actually okay for her horse to drink beer. “One palmful for medicinal purposes is okay,” S.J. says. Medicinal purposes? I think S.J. went to a for-profit horsemanship college. For the record, my mom has sometimes given her horses a palmful of beer after a show.

Fred leads Aspercel out of the trailer with a halter and no leadrope, which is like taking your dog for a walk by holding onto their collar. Aspercel is a fancy boy who quickly tires of the Boltons’ nonsense, escapes from Helen (who screams, “ASPIE!” not for the last time this movie) and nimbly jumps the fence into his paddock. Everyone is stunned but pleased. No one says, “Whoa, maybe we should make that fence higher.”

We then wipe, Star Wars-style, into Helen’s first show with ASPIE! This is our introduction to Kurt Russell, the king of inappropriate tow vehicles, accompanying his sister to the show.

What’s that guy showing him? His car manual and engine specs?

Helen’s already messing up her dad’s whole grift: her class gets rescheduled, and she’s not at all prepared, although she is fully dressed with her helmet on and wearing a bright red foxhunting jacket for some reason. Fred tries to help her get ready, but really has apparently never watched Helen ride in her life, because he immediately tries to put the saddle on backwards. Then he tries to send her off without a bridle.

Helen runs to go get her number from the secretary stand (some inside baseball for you) and Kurt Russell, who is bending over the probably destroyed engine of his sports car, spots Fred fumbling around and runs over to stop the atrocities he’s committing.

“These things are pretty tricky ’til you catch on,” he kindly says to Fred, though less tricky if you aren’t high out of your mind on antihistamines.

Helen comes running back screaming about how she got assigned unlucky #13, then stops dead when she sees Kurt Russell. I guess that means she thinks he’s cute? But when he offers her a leg up, she looks at him like he’s human termites. He grabs her and flings her up onto the horse anyway, like a true gentleman.

Fred and Martha settle into the audience like they’re at the Kentucky Derby. Fred gets out binoculars with which to see a ring that is about five feet away from his face. Kurt Russell joins them because, despite having a sister who is riding in the same show, he is Team Bolton now and only has eyes for Helen.

I think that guy behind them got lost on his way to a Wodehouse novel

Aspercel has a refusal at the very first fence and Helen rides like a confused idiot to every fence after. Fred screams, “BEAUTIFUL, BEAUTIFUL! SENSATIONAL!” The only thing in the world that makes this guy happy is his daughter riding, no matter how terribly, which makes me wonder why he’s never seen it before in his life.

“Isn’t she great?” Fred says to Kurt Russell, who drops the most vicious burn of his entire career: “The horse is very good, sir.” Ouch! I’m coming and hell’s coming with me!

Helen gets eliminated. “WHY?” Fred shouts. “Well,” Kurt Russell explains, “she just wasn’t good enough, sir.” This kid is an absolute maniac. He just met this guy fifteen minutes ago, and he’s clearly interested in dating Helen, why doesn’t he just keep his mouth shut? Then he calls her a push-button rider. He keeps adding ‘sir’ like it’s softening the blow or something.

Fred gallops over to confront S.J., who has been doing zero instructing of Helen today, to the point that she didn’t even see her ride. S.J. seems entirely indifferent to the concepts of winning or losing, which is exactly what you want in a professional coach.

No they don’t!

He demands to know what a push-button rider is. S.J. just chortles and says her ride wasn’t that bad (how do you know? You didn’t see it!) which leaves the non-horsey viewing audience to assume this is some unspeakable slur that should not even be expounded upon. Fred reminds S.J. that Aspercel cost $5,000, which in 1968 was equivalent to $36,000. That is shocking! This whole scheme makes Paul Manafort’s ostrich coat look like small potatoes. Someone tell Fred he works for an ad agency, not Deutsche Bank.

S.J. tells Fred to give his daughter a few months. He says he doesn’t have a few months, “Not if Helen is going to win three medals and qualify for Washington!” She looks at him like he’s lost his mind, calls him out for it, then delivers the best line in American film history: “Excuse me, I promised Barnaby I’d watch this go-round.” Barnaby! Is that a person or a horse? Can’t tell. Fred stalks her over to the ring and says, “What if you gave Helen a lesson every day?” She replies, “She might start winning.” God, I should hope so!

So S.J. starts teaching Helen daily, which gives Fred the chance to sit on the fence for hours at a time and stare at her. Fred apparently no longer has a day job, he’s just being paid a VP salary to be a talent agent for this horse, to whom he is violently allergic.

During one of the lessons, S.J. comes over to him, and he asks her in a roundabout way why she isn’t married. He wants to know this because he is clearly madly in love with her, a fact we the audience are privy to way before anyone else in the movie is. S.J. starts going on about her ex-fiance, and at random intervals remembers she’s being paid to coach a student and shouts out words like “BALANCE!” before going back to what she was saying.

S.J. admits she wanted a family, and Archer just wanted to ride horses eternally until his legs fell off, so she left him… and went right back to horses. I’m not sure I understand, but Fred seems happy with this humanization of the pirate king. No one explains why S.J. is wearing a headscarf instead of a riding helmet.

The daily lessons work: Helen starts winning and also stops wearing foxhunting jackets to jumper shows. Charlie, whose job title I can’t even begin to fathom, has stopped building evil torsos and is now coordinating press coverage for Aspercel. They get a massive above-the-fold story in the Lakeville News-Press, so I guess absolutely nothing else happened in Connecticut that day.

At the next show, Kurt Russell is back on the scene. He only shows up to provide come-to-Jesus moments for the protagonists, so we had to wait until the point in the story when Helen is fed up with the medal circuit until we could see him again. He tells her she’s “tensing up” and needs to chill out.

“I’m having a wonderful time Ronnie!” Helen barks at him, with her shoulders up around her ears, then offers him a “root beer”. Knowing Fred, I doubt that bar is stocked with anything but real beer.

Kurt kind of bullies her into agreeing to a date on Saturday, then we cut to Fred walking jauntily around with Aspercel and Aspercel’s groom, Hank. Dugan, who has been ominously missing in action for a while, rolls up in the back of a town car.

In an act of blatant class warfare, Fred introduces Dugan to the horse, but not the groom. Dugan demands a private chat, so Fred sends Hank off to go walk the horse elsewhere. “Come on, meatball,” Hank says to Aspercel. (For some reason this line imprinted on me so strongly as a child that when I have to lead a horse I still say to it, “Come on, meatball.”) Dugan stiffens, and Fred says, “Uh, Hank, his name is Aspercel.”

“I know,” Hank says, “How come you picked a stupid name like that? A lousy stomach pill.” Wow, it’s like Fred specifically hired this guy to ruin his life.

Fred hurries Dugan over to the trailer and assures him he’s been working on a “brochure” of their progress. Honestly, if I were Fred’s boss, I would also want to kick his ass. What has he even been doing all day since he pitched this Aspercel thing?

Dugan strafes Fred into oblivion before he’s even fully sat down. He tells him, “I think this whole campaign is something you cooked up just so your daughter could get a horse for nothing,” which should be the tagline of the movie. Because the Boltons’ trailer is more like a poolhouse, Helen is lounging around in the giant dressing room and can hear all of this as it goes down.

Dugan tells Fred that the kind of coverage he wanted was “Vogue, Harper’s Bazaar, Illustrated London News, TV cameras,” which is his bad for not doing even the slightest bit of research on how much the outside world actually cares about horse sports before he approved this pitch. (For instance, half of my friends who know my mom rides think she is a professional jockey.) He reads one clipping aloud to Fred, in which Aspercel is hilariously misidentified as ‘Aspirin’.

Essentially, Fred is going to have to get Aspercel to Washington if he wants to keep his job. He swears that he’s going to “flood the class media,” and if he doesn’t, Dugan is free to can him. Dugan says he has a lot of confidence, and Fred momentarily agrees, but not a millisecond later says, “No I haven’t.” Come on, Fred, you can’t give it up that easy.

Fred has a sadboy finsta where he says stuff like this

Helen is supposed to get one of her three Washington-qualifier medals at today’s show, and she does, but she could not look less happy about it. Fred looks miserable, too. Dugan gives him a downright malevolent look out the back of his town car as he drives away. S.J., having finally pinned down the difference between winning and losing, shouts to Fred, “We’ve won, we’ve won!” Fred stares Dugan down as he says, “We haven’t won yet, Suzie.” God there’s a grim undercurrent to this lighthearted Disney comedy. How close we all are to ruin! Life’s but a walking shadow!

Fred embarks on his “class media” press tour, which takes him all the way out to Chicago. I can’t imagine a journalist from Chicago hearing any part of the Aspercel story and not coming to the exact same conclusion that Dugan did.

He calls home to find Helen is in dire straits after losing at Rockford, where she should have picked up her third medal of the season. She heartbreakingly assures Fred she’ll get to Washington; Fred, who has no idea the jig is up, stutters, “Look, I just phoned to – to find out how everybody is!” Then he catches an early flight home, but Martha and Helen are out somewhere, and since it’s the 60’s his only option is to wait at home. His choice of hanging-around outfit only confirms to me that he’s secretly a millennial trapped in the past. Aspercel pokes his head in the window, and laugh-a-minute Fred calls him “the loser of the week” and makes this alarming anti-joke:

What does Fred think glue factories do to human beings?

Fred tells the horse, “Go jump a fence or something,” so because he is a Disney horse, Aspercel turns and runs away from Bolton Manor, jumping every fence he sees. Fred chases after him screaming about beer. I’m surprised he doesn’t offer him an antihistamine.

Somehow Fred manages to keep up with this elite horse for a good distance, despite being a bipedal human man. He chases him for literal miles; someone should talk to Fred about his Olympic prospects. Eventually the horse comes to a stop, and Fred gives him a talking-to, then climbs up onto his back and starts riding him.

Back at the manor, the brain trust that is Helen and Aunt Martha are home and have decided there’s been a horsenapping. This despite the fact that they both watched Aspie leap easily into his paddock the first day they brought him home. Fences work both ways! They call the police anyway.

I wouldn’t be surprised if Connecticut police had that department.

The police must have absolutely nothing going on that day: they promise to “search every back road in the county ’til we find him,” and almost immediately track Fred down. They roll up on him with sirens like he’s John Dillinger. This spooks Aspercel, of course, and he takes off, which causes one of the officers to unholster his gun and shoot into the air, the most irresponsible behavior depicted in this very irresponsible movie.

Fred, who has never ridden before in his life, somehow stays on despite being on a galloping horse who is jumping four foot fences. The squad car rides alongside him on the road while the trigger-happy cop screams “STOP” out the window. At one point he shakes his head and says, “Boy, I’d like to see that guy’s license,” which actually makes zero sense.

Aspercel jumps literally everything in his path until he finally dislodges Fred by making a six foot vertical jump and then crashing into a greenhouse. The crash is what throws Fred, not the jump. Again, Fred should be studied by science. He’s never ridden before in his life and he just rode the equivalent of an Advanced-level cross country course with no saddle or bridle, in boxers and slippers.

Cut to Fred in jail. Charlie is there, in his capacity as in-house mad scientist-cum-public information officer for the ad agency, and he refuses to identify Fred as the actual owner as Aspercel, I guess because it’s funnier not to? There is literally no reason to drag this out once they get the photo for the next day’s paper. Fred’s life is constant torment for no real reason.

Fred threatens to fire Charlie, which does not seem like something he has the power to do, then starts choking him.

It’s all very funny, the world’s abuse of Fred. The police don’t believe that he is who he says he is because he’s supposed to be in Chicago. Apparently in 1968, catching an earlier flight was absolutely unheard of. Never mind that Fred knows all of his own autobiographical details: he is simply the most studied horse thief of all time.


A strange and impressive aspect of Horse is that the climax takes place at the Washington International Horse Show, and contains wide-shot footage from the actual show of elite horses doing things that would be impossible to recreate on a stunt lot.


Which means that the creators must have reverse-engineered the plot based on one year’s horses and competitors, and cast accordingly. I’d love to learn more, but this movie came out fifty years ago and almost everyone who worked on it (besides Kurt Russell) is dead. So if you have a personal number for Kurt Russell, shoot me an email.

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