Holli Would

'''"Pencil Dick."

- Holli Would '''

Holli Would is the main villainess in Cool World.

She was voiced and played by Kim Basinger.

She first appears dancing in a club during Jack's first arrival and in a doodle sketch of Jack's drawings. She is then seen again drinking and smoking in Jack's face saying "You're too hungry for what I got". Jack also later tells Holli that if she has sex with him he will turn her into a human. Holli Would has a rather sordid history in Cool World, a world of surreal landscapes and madcap cartoon violence. She frequents night clubs sporting revealing outfits and is followed by her own little gang of cartoon punks. Holli has repeatedly come to blows with Cool World policeman Frank Harris, who is actually a "noid", a real person, due to her constant attempts at bringing other human men into Cool World. There is an unspoken rule in that "noids" and "doodles" are never supposed to have sex, and Frank is constantly dealing with Holli's insatiable lust. Despite appearances, Holli is a manipulative, amoral, and at times spoiled woman whose main goal is to become a real woman, and to find the legendary "Spike of Power", a device created in Cool World which opened up the boundaries between the two worlds. It was this device that originally brought Frank to Cool World in the first place. Holli is a fervent believer in the story of "Vegas Vinnie", a doodle who escaped Cool World and opened the Las Vegas Casino many years ago, the same casino where said Spike is supposed to be hidden. Holli has constantly brought other men into Cool World, yet none have ever consummated a relationship with her. In 1992, Holli began bringing Jack Deebs to Cool World, yet he would usually blip back to the real world. Deebs was an incarcerated cartoonist who believes that he invented both Holli and Cool World, having created a popular comic book series based on them while in prison. When Deebs is finally released from prison, he actually meets Holli for the first time, and despite warnings from Frank, has sex with Holli. This act turns Holli into a living, breathing human, and the two return to the real world in order to escape Frank after Holli kills his partner, Nails.

Although at the end of the film she is brought back from being human to a cartoon again and she sets off to finally find the Spike of Power, but along the way both Deebs and herself begin flickering between human and doodle states, the result of their relationship. Holli becomes bored with Deebs and sets out to find the Spike herself at the Las Vegas Casino. This leads to a standoff between herself and Frank, who has returned to the real world to stop her. Holli murders Frank and takes the Spike out of it's holding place in the casino's sign. This not only reverts her back to her animated form but allows the cartoon madness of Cool World and its denizens to begin spilling out into the real world. People in the real world also begin to transform into doodles, some instantly and others flickering between states. Deebs uses this opportunity to allow himself to turn into a superhero-type doodle in order to properly deal with the chaos Holli has created. Despite her best efforts, Holli is unable to prevent Deebs from getting the Spike out of her hands and back into it's proper holding place. With the Spike returned, Holli, Deebs, the deceased Frank and the revived Nails, and all the other denizens of Cool World are sucked back to their world as the humans of the real world permanently turn back to their proper states.

Frank actually receives a happy ending of sorts, as his death at Holli's hand occurred during one of the moments when she was flickering between cartoon and human state. As such, another rule of Cool World states that if a doodle kills a noid in the real world, the noid is reborn in Cool World in a doodle. This allows Frank to pursue a relationship with doodle Lonette. Meanwhile, Holli is now stuck Deebs, still in his state of being an annoyingly-uptight superhero.