Oliver & Company “Why Should I Worry?” (1988)

Over the years Disney has adapted many classic stories to be told in their animated films. In 1988, the studio released their interpretation of Charles Dickens’ Oliver Twist as Oliver & Company. Set in New York City, this loose adaptation features some familiar characters with an animal twist:

-Oliver (Joey Lawrence) is an orange tabby kitten forced to wander the streets when nobody adopts him.

-Dodger (Billy Joel) is a street-smart canine who eventually takes Oliver under his wing.

Oliver & Company was the last Disney animated film to be released before the launch of the Disney Renaissance with The Little Mermaid the following year. It was originally conceived as a direct sequel to The Rescuers (1977) but when that idea fell through Penny became “Jenny” and any other similarities were dropped.

Oliver meets Dodger when they initially form a partnership to steal some hot dogs. However, once the wisecracking dog has what he wants, he summarily takes off, even though he promised half of the food to Oliver. This is the set up for “Why Should I Worry?” which explains Dodger’s views on life in the big city. To date this is the only time Billy Joel has ever played a character in a film, and during the song Dodger takes on aspects of his voice actor (like donning a pair of sunglasses and playing on a piano):

One minute, I’m in Central Park
Then I’m down on Delancey Street
From the Bowery to St. Marks
There’s a syncopated beat
Whoo, whoo, whoo, whoo, whoo
I’m streetwise
I can improvise

Whoo, whoo, whoo, whoo, whoo


I’m street-smart
I’ve got New York City heart

Why should I worry?
Why should I care?
I may not have a dime
But I got street savoir-faire

Why should I worry?
Why should I care?
It’s just be-bopulation
And I got street savoir-faire

The rhythm of the city
Boy, once you get it down
Then you can own this town
You can wear the crown

Why should I worry?
Tell me, why should I care?
Say, I may not have a dime
But, oh, I got street savoir-faire


Why should I worry?
Why should I care?
It’s just doo-wopulation
And I got street savoir-faire

Ev’rything goes
Ev’rything fits

They love me at the Chelsea
They adore me at the Ritz

Why should I worry?
Why should I care?
And even when I crossed that line
I got street savoir-faire

Whoo, whoo, whoo, whoo, whoo

In similar fashion to “The Bare Necessities,” while Dodger easily navigates the city streets, showing off how cool he is, Oliver is barely able to follow along, almost getting into serious trouble multiple times. Dodger is clearly popular and well-known, since everywhere he goes he attracts hordes of dogs to sing along with him. If you look carefully, you’ll also see cameos from Pongo, Jock, Trusty, and Peg (all from 101 Dalmatians) during the song (they’re very short “blink and you’ll miss them” cameos).

“Why Should I Worry?” is a fun song, Billy Joel has you bopping along in no time. Let me know what you think about “Why Should I Worry?” in the comments below and have a great day!

See also:

Oliver & Company “Good Company” (1988)

Disney/Dreamworks/Pixar/etc. Soundtracks A-Z

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1 thought on “Oliver & Company “Why Should I Worry?” (1988)

  1. Pingback: Oliver & Company “Good Company” (1988) | Film Music Central

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