It was Disney's second theatrical film based on an attraction at one of its theme parks and the third overall film based on an attraction following the television film Tower of Terror and the theatrically-released Mission to Mars. It was released July 26, 2002.
The Country Bears are an all-bear country rock band who have broken up in 1991 after years of popularity. Number one fan Beary Barrington (voiced by Haley Joel Osment), a young bear raised by a human family, feels left out for being different. His father (Stephen Tobolowsky) tells him that his family will love him no matter what, and that differences lead everyone to their purposes. But Beary's older brother Dex (Eli Marienthal) gives him the truth about his background.
Angry and embarrassed, Beary leaves home and sets out for Country Bear Hall, the former concert hall of the Country Bears. Beary learns from the property caretaker Big Al (voiced by James Gammon) and the band's manager Henry Dixen Taylor (voiced by Kevin Michael Richardson) that Country Bear Hall is threatened with destruction by greedy banker Reed Thimple (Christopher Walken). After many attempts to raise $20,000 to save Country Bear Hall, Beary suggests to Henry to hold a benefit concert and the two of them set out to reunite the group with the band's bus driver and drummer Roadie (M.C. Gainey). Meanwhile, the Barringtons have enlisted police officers named Officer Cheets (Diedrich Bader) and Officer Hamm (Daryl Mitchell) to find Beary.
First, they approach Fred Bedderhead (voiced by Brad Garrett), the harmonica and electric bass player. Fred is working as a security guard on the set of Krystal's latest music video and agrees to return for the concert. Henry needs promotion and Beary suggests the group's former promoter Rip Holland (Alex Rocco) whom Henry claimed had "stolen" the Country Bears from him. Henry calls up Rip who gladly agrees to promote the show. After the call, it is shown that Rip was in an office display of a store as he is told to leave. Fred brings up a talent show history where they defeated an armpit musician named Benny Boggswaggle (Michael Lawrence Morgan) in a talent competition which caused Benny to hit Zeb Zoober on the head with a chair. Meanwhile, Big Al is approached by Reed who learns about the Country Bears' plan and about Rip Holland promoting the show. When Big Al realizes that he is talking to Reed, he has Reed look in one direction. By the time Reed looks back, Big Al is on the steps of Country Bear Hall stating "I'm chubby, but I'm quick." Reed then moves on to his next plan.
Next, they approach the band's fiddler Zeb Zoober (voiced by Stephen Root), who has spent all his years drinking honey at the Swarming Hive Honey Bar restaurant and owes $500.00 to the owner named "Cha-Cha" (Queen Latifah). Zeb wants to return, but can't without paying his debt. Beary places a bet to get Zeb off the hook by beating the house band in a playoff. Zeb starts off rusty, but warms up and wins. Meanwhile, Officer Cheets and Officer Hamm approach Big Al for directions to where Beary went. Because Big Al does not mention that Beary is friends with them and has joined them, the officers think that the bears have kidnapped Beary.
Then, they approach Tennessee O'Neal (voiced by Toby Huss), the one-string guitar player, who is reluctant because he wants nothing more than to make up with his ex-girlfriend Trixie St. Claire, the band's keyboard player. At a restaurant, the Country Bears meet a waitress (Jennifer Paige) who is working to become a singer as she sings her upbeat version of "Kick It Into Gear." Afterwards, a news bulletin is seen on television as a TV reporter (Paul Rugg) does a story where the Country Bears and Roadie have "kidnapped" Beary. After being chased by Officers Cheets and Hamm through a car wash, the Country Bears stop at a motel where Beary learns that Trixie St. Claire (voiced by Candy Ford) is performing at the motel's bar. Beary tells Tennessee about it and he goes in to reunite with her where they sing "Can Love Stand the Test" together. She comes with the band to their reunion.
Finally, they head out to find Ted Bedderhead (voiced by Diedrich Bader), the group's lead singer and guitarist. Ted is supposedly very rich now when they find a mansion where they learn from a gardener (who Zeb claims to look like Elton John) that Ted is still at the local country club working at the wedding. After Ted has the other Country Bears members leave, Fred eventually finds out that he is nothing more than a wedding singer as he sings "It's Not Unusual." Ted is knocked out by Fred and forcefully dragged onto the bus. Meanwhile, Officers Cheets and Hamm return to the Barringtons and set up equipment to prepare for when the Country Bears call in their "demands."
The Country Bears learn that Ted had been doing weddings and birthday parties as he mentions that the "gardener" they met was actually Elton John and that he rented a room over Elton John's garage. Zeb claims Ted to be the reason for the breakup, but Ted claims he held them together and no one was grateful, as the other members were all busy drinking honey (a habit of Zeb), blubbering (a habit of Tennessee), and staring into space (a habit of Fred). Beary reminds them that they claimed each other to be family, but Ted claims it to be meaningless publicity. Beary realizes the real meaning of family and returns home.
After various petty arguments, the Country Bears read Beary's school essay about them and they realize that Beary was right and decide that they must do the concert. Reconciling with Beary, Ted assures him that they do the concert with him. But Reed Thimple kidnaps the rest of the Country Bears and steals the bus. Dex suggests that they use part of Beary's tracking device to find them. Reed Thimple reveals to the Bears that he is really Benny Boggswaggle and is wreaking his vengeance on the bears for stealing his one chance at fame. Beary, his family, and Ted track down and rescue the band and head to the concert together.
When they get to Country Bear Hall, they find out that Reed Thimple has paid Rip not to promote the show, so the concert appears to be headed for failure. Rip even explains his reasons involving business with him ending with the fact that some of it was Reed Thimple's idea. As the other Country Bears restrain Henry from attacking Rip, Big Al arrives and asks if the Country Bears are doing their show tonight. When Fred states that nobody showed up, Big Al reveals that everyone was just out in the back field and that he didn't want anyone parking out on the front lawn. Big Al then opens the doors and a surge of people rush in as Reed Thimple is flushed out vowing to the Country Bears that their feud isn't over. The money raised from the concert is revealed to be enough to save the hall and the Country Bears perform with Beary as member of the band. The group performs their song "Straight to the Heart of Love" as the rest of the Barringtons and the audience watch the concert.
During the credits, a documentary about the Country Bears is shown with interviews with the celebrity musicians, Officer Cheets, and Roadie.
In the post-credits, a scene following the car wash scene had Officer Cheets explaining to Officer Hamm about everyone at the police station wearing a fake mustache as they get to their police car and let the water out of it.Haley Joel Osment as Beary Barrington, an optimistic bear cub who idolizes The Country Bears.
Elizabeth Daily as Beary Barrington (singing voice)
Diedrich Bader as Ted Bedderhead, the lead vocals and guitar player of The Country Bears and Fred's older brother.
John Hiatt as Ted Bedderhead (singing voice)
Candy Ford as Trixie St. Claire, the keyboard player and Tennessee's girlfriend who broke up with him to date a wealthy panda. She later rekindled her relationship with Tennessee upon the Country Bears getting back together
Bonnie Raitt as Trixie St. Claire (singing voice)
Toby Huss as Tennessee O'Neal, the one-string guitar player in the band who's the most sensitive.
Don Henley as Tennessee O'Neal (singing voice)
James Gammon as Big Al, the sluggish and elderly property caretaker for The Country Bear Hall who is protective of the grass in front of The Country Bear Hall.
Brad Garrett as Fred Bedderhead, the harmonica & bass player of the band and Ted's younger brother.
Kevin Michael Richardson as Henry Dixon Taylor, the MC and manager of The Country Bears.
Stephen Root as Zeb Zoober, a fiddle player for The Country Bears. He is the most naive of the band.
Diedrich Bader as Officer Cheets, an inept police officer who wears a fake mustache.
Daryl Mitchell as Officer Hamm, an inept police officer
M.C. Gainey as Roadie, the bus driver for The Country Bears who also doubles as the band's drummer. He owns a pet chicken named Mr. Chicken.
Stephen Tobolowsky as Mr. Norbert Barrington, Beary's honorable and good-natured father.
Meagen Fay as Mrs. Barrington, Beary's excitable, yet easily worried mother.
Eli Marienthal as Dexter "Dex" Barrington, Beary's older brother.
Christopher Walken as Reed Thimple, a banker who plots to destroy Country Bear Hall. He is actually an armpit musician named Benny Bogswaggle who lost to the Country Bears in a talent competition.
Michael Lawrence Morgan as Young Benny Bogswaggle
Alex Rocco as Rip Holland, the former promoter of The Country Bears.
Jennifer Paige as Waitress
Jess Harnell as Long-Haired Dude, he is seen with Dex in the audience at the end of the film.
Paul Rugg as TV Reporter
Krystal as Herself
Don Henley as Himself
John Hiatt as Himself
Elton John as Himself, he is mistaken as Ted's gardener by the other Country Bears.
Queen Latifah as Herself
Queen Latifah also plays "Cha Cha," the manager of the Swarming Hive Honey Bar restaurant.
Willie Nelson as Himself
Bonnie Raitt as Herself
Brian Setzer as Himself
Don Was as Himself
Wyclef Jean as Himself
John Alexander as Big Al (suit performer)
Julianne Buescher as Tennessee O'Neal (puppeteer)
Alice Dinnean as Beary Barrington (puppeteer)
Tom Fisher as Henry Dixon Taylor (suit performer)
Terri Hardin as Trixie St. Claire (puppeteer), Big Al (puppeteer)
John Kennedy as Zeb Zoober (puppeteer)
Bruce Lanoil as Henry Dixon Taylor (puppeteer)
Jody St. Michael as Tennessee O'Neal (suit performer)
Denise Cheshire as Trixie St. Claire (suit performer)
Tony Sabin Prince as Zeb Zoober (suit performer)
Brian La Rosa as Ted Bedderhead (suit performer)
Misty Rosas as Beary Barrington (suit performer)
Kaepan Shaw as Fred Bedderhead (suit performer)
Michelan Sisti as Ted Bedderhead (puppeteer)
Allan Trautman as Fred Bedderhead (puppeteer)
Some of the puppeteers made cameos in the movie:Julianne Buescher, Jody St. Michael, and Terri Hardin were seen at the Swarming Hive Honey Bar where Julianne played a waitress and Jody seen as a patron with a tattoo of Tennessee O'Neal on his arm (which was painted on him by Julianne Buescher).
Brian La Rosa and his wife Bess were seen as patrons at the hotel bar where Trixie St. Claire was performing.
It was filmed in Franklin, Tennessee as well as various locations in California.
The animatronic bear suits used in the film were created by Jim Henson's Creature Shop.
The original music was composed by Christopher Young, and the songs were written by Brian Setzer, John Hiatt, Jimmy Tittle, Krystal Harris and Bela Fleck.
Budgeted at US$35 million, it grossed $16,990,825 in the US and an additional $1,021,272 overseas. The film was released on DVD and VHS in December 17, 2002. Though filmed in 1.85:1 widescreen, Region 1 DVDs present the film in full screen only though Region 2 and 4 present the film in widescreen.
Critically, the film earned negative reviews: On review aggregator Rotten Tomatoes, the film received a 30% positive rating, the consensus stating: "Despite all the celebrities on hand, this spin-off from a theme park attraction still feels tired and hokey." Film critic Roger Ebert said "the formidable technical skills in The Country Bears must not be allowed to distract from the film's terminal inanity." Critic Sean O'Connell said of the film, "Bears is bad. Not 'terrible filmmaking' bad, but more like, 'I once had a nightmare like this, and it's now coming true' bad."
Christopher Walken was nominated for a Razzie Award for Worst Supporting Actor for his performance in the film, but lost to Hayden Christensen for Star Wars: Episode II – Attack of the Clones.