Richard Fleischer, who was born into a family that produced Popeye and Betty Boop cartoons but chose to direct live-action films and made such hits as "20,000 Leagues Under the Sea," "The Boston Strangler," "Fantastic Voyage" and "Tora! Tora! Tora!", has died. He was 89.

Fleischer died early Saturday of natural causes at the Motion Picture and Television Hospital in Woodland Hills, said his son, Mark Fleischer.

Mark Fleischer remembered his father as a gentle man who always put family first.

"My parents made a great effort to insulate their children from the craziness of Hollywood," he said. "They made sure our lives were as normal as possible."

The director's father, Max Fleischer, and his uncles Dave and Louis, pioneered animated shorts in New York, starting in 1920 with the innovative "Out of the Inkwell" series. In the 1930s, they became rivals to Walt Disney with their popular Betty Boop and Popeye the Sailor comedy shorts.

A quiet-spoken but firm-minded director, Fleischer never achieved the recognition of his more flamboyant contemporaries, but his name was on a wide variety of well-known films including "Doctor Dolittle" (1967), "Che!" (1969), "The New Centurions" (1972), "Soylent Green" (1973), "Mr. Majestyk" (1974), "Mandingo" (1975), "Conan the Destroyer" (1984) and "Red Sonja" (1985).

Gov. Arnold Schwarzenegger, who starred in "Conan the Destroyer," praised Fleischer as "a true Hollywood legend."

"He was a man of great talent and an extraordinary director who leaves behind a legacy of amazing films," Schwarzenegger said in a statement. "Maria and my thoughts are with his family as they mourn his loss."

In Fleischer's 1993 autobiography, "Tell Me When to Cry," he spoke candidly of the stars he'd worked with, saying that during the filming of "Doctor Dolittle," he'd wanted to give Rex Harrison "a swift kick in the head."

Kirk Douglas, he reported, was "very, very difficult" on "The Vikings," perhaps because he was also the producer. Orson Welles, on the other hand, was easy to work with on "Compulsion" but the frightening thing was "that he knew more about directing than you did or anybody did."

Fleischer initially appeared to be headed on a different career path, earning a degree in psychology at Brown University after being advised by his father to "avoid anything to do with Hollywood."

But after graduation he enrolled in the Yale Drama School, where he founded a company that toured New England hotels.

A talent scout for RKO recommended him for a job, and he was hired to write scripts for RKO Pathe newsreels. Soon he had graduated to directing shorts, and after a wartime stint in the Army he returned to the studio to direct B movies.

His breakthrough came with 1952's "The Narrow Margin," hailed by film historian Leonard Maltin as one "one of the best B pictures ever made." A thriller, it was filmed almost entirely in a railroad car on a screen stage.

He followed it with "The Happy Time," a film starring Charles Boyer and Disney child star Bobby Driscoll that led to an offer from Walt Disney himself to direct "20,000 Leagues Under the Sea."

When he asked Disney why he'd been chosen to helm the big budget film version of the Jules Verne classic, he was told, "Anybody who can make an actor of Bobby Driscoll has to be a great director."

Before he could take the job, however, Fleischer told Disney he'd have to get his father's permission to work for the family's longtime rival. The elder Fleischer quickly gave his hearty consent.

Born in New York, Fleischer married his Yale classmate Mary Dickson, and the couple had two sons and a daughter.

He is survived by Mary, their three children, and five grandchildren. Funeral plans were pending.