The first one that leaps to mind is The Phantom Menace. World-class score, Duel Of The Fates alone is utterly epic. Casting is almost perfect, probably don’t ruin that poor child’s life. Get a teenager to play Anakin. Set and costume design are great, the plot is ridiculous. The boys at RedLetterMedia articulated it better than I ever will, but, you could fix it with a script rewrite or two.

Popeye also jumps to mind. The 1980 live-action movie starring Robin Williams and Shelley Duvall. Paramount lost the bid to make Annie, the studio had their hearts set on making a broadway musical adaptation of a depression-era IP, and the first thing that occurred to anyone was they had the rights to Popeye. Of all things. Annie is a broadway musical, so songs complete with dance numbers were already built in. Popeye is a cartoon wedged somewhere between Betty Boop and Bugs Bunny. They decided to make a Popeye musical. And commenced principal photography before writing any songs. They ADR’d songs over top of scenes they shot before the songs were written. Which is why it’s…not really remembered as a musical. Directed by Robert “I directed MASH” Altman very much in his style, much of the film consists of characters blathering over each other incessantly. The collision of the cartoon physics and character proportions with the very grounded Altman style is uniquely jarring. AND YET. The set design, cinematography and costume design are excellent. It’s a badly conceived stupid idea executed by consummate professionals.