The Disney film "Pocahontas" appears to be an attempt to respond to growing cultural diversity, calls for multiculturalism, and strong female role models in the United States. This paper provides an analysis of the film, examining how Disney's claims to the creation of positive, pro-social representations of women and Native Americans in "Pocahontas" hold up or collapse when viewed from a critical feminist perspective. The paper first looks at the historical background of the film, at what historical information was used accurately and what was omitted or changed, noting the Eurocentric bias of written accounts from the early 1600's from what is now Virginia. A synopsis of the Disney film is then presented. Next, the paper provides a textual analysis of the film, focusing on the construction of the character and her relationships, on the premise that Pocahontas's character sends mixed messages to young viewers: her body is drawn as a mature and sexual woman--an exotic male fantasy--but she is independent and adventurous, a feminist role; she is sensual and in tune with nature, but her heightened spirituality is a stereotype of Native American spirituality; she rejects a dependable man, a hero of her tribe, later choosing the adventure of being with Captain Smith, a dangerous man and one she ultimately cannot have. In the end, she must pay dearly for her strong character traits, by remaining behind when Smith returns to England. The paper's concluding section notes that on the positive side, "Pocahontas" begins to fill a void in film offerings for children with strong female and ethnic role models, and its underlying theme of respect for nature or eco-consciousness is important and timely. On the negative side, however, the film manifests the limitations of a serious cultural critique attempted within a market context; the film also glorifies Native American religious beliefs, which are increasingly exploited for commercial purposes. (HTH)