After singing the film's signature song "When You Wish upon a Star", Jiminy Cricket explains to the audience that he is going to tell a story of a wish coming true. In flashback, he moves into the workshop of the woodworker Geppetto to warm himself from the cold. Jiminy watches as Geppetto finishes work on a wooden marionette whom he names Pinocchio. Before falling asleep, Geppetto makes a wish on a star that Pinocchio could be a real boy. During the night, the star, in the form of a Blue Fairy, visits the workshop to grant Geppetto's wish. She makes Pinocchio come alive, while remaining still a puppet. The fairy tells Pinocchio that if he wants to become a real boy of flesh and blood he must prove himself to be brave, truthful and unselfish and able to tell right from wrong by listening to his conscience. Pinocchio does not understand what a conscience is, and Jiminy appears to explain it to him. The Blue Fairy asks if Jiminy would serve as Pinocchio's conscience, a task he accepts.

Geppetto discovers that his wish has come true, and is filled with joy. The next day, he sends Pinocchio on his first day of school. However, the naive Pinocchio is led astray by the conniving con artists Honest John and Gideon, who convince him to join Stromboli's puppet show instead. Pinocchio becomes Stromboli's star attraction as a magic string-less marionette, but when Pinocchio wants to go home for the night (though promising to come back in the morning), Stromboli locks Pinocchio in a birdcage to prevent him from leaving. During the night, the Blue Fairy comes to ask why Pinocchio disobeyed Geppetto. Despite Jiminy's urgings, Pinocchio tells an overblown story to hide his shame, but with each lie his nose grows and grows until it is like the branch of a tree. The Blue Fairy explains that "a lie will keep growing and growing, until it's as plain as the nose on your face." Pinocchio vows to do better from now on and the Blue Fairy changes his nose back to normal and sets him free, warning that this will be the last time she helps him.

Unfortunately, on his way back to Geppetto's house, Pinocchio is once again led astray by Honest John and Gideon, who convince him that he is sick, and the only cure is to go to Pleasure Island. On his way he befriends Lampwick, a misbehaved and destructive boy. Soon Pinocchio and the other boys begin to enjoy gambling, smoking, getting drunk and destroying Pleasure Island, much to Jiminy's dismay. Then Jiminy discovers the island harbours a terrible curse which turns boys who "make jackasses of themselves" into real donkeys, who are then sold to work in the salt mines and circuses as part of an evil racket run by The Coachman. Lampwick is soon transformed into a donkey, but Pinocchio manages to escape with only a donkey's ears and tail.

Upon returning home, they find the workshop empty and soon learn (from a letter by the Blue Fairy) that Geppetto, while venturing out to sea to rescue Pinocchio from Pleasure Island, had been swallowed, along with his cat, Figaro, and his fish, Cleo, by a giant whale named Monstro. Determined to rescue his father, Pinocchio jumps into the bottom of the ocean, with Jiminy accompanying him. However, Pinocchio is soon found and eaten by Monstro, where he is reunited with Geppetto and his pets inside the whale. Pinocchio devises an escape plan by burning wood in order to make Monstro sneeze. The plan works, but the enraged whale gives chase. Eventually, Pinocchio succeeds in getting Geppetto to safety in a cave under a cliff before Monstro rams into it. After Monstro's defeat, Jiminy discovers that Pinocchio is dead. At their home, the group mourn for Pinocchio, but from afar, the Blue Fairy decides Pinocchio has proven himself, and he is reborn as a real human boy, much to the joy of his family. When Jiminy steps outside to thank the Fairy, she decides he has done well, and gives him a gold badge that certifies him as an official conscience.

• Dickie Jones as Pinocchio, a happy wooden puppet carved by Geppetto and turned into a living puppet by the Blue Fairy. Jones also voices Alexander, one of the boys who transformed into a donkey on Pleasure Island. Alexander can still talk and is hurled into a special holding pen for suchlike donkeys. Pinocchio was animated by Milt Kahl, Frank Thomas and Ollie Johnston whilst Alexander was animated by Eric Larson.
• Cliff Edwards as Jiminy Cricket, a cheerful cricket who acts as Pinocchio's "conscience" and the partial narrator of the story. Jiminy Cricket was animated by Ward Kimball.
• Christian Rub as Mister Geppetto, a woodcarver who creates Pinocchio and wishes for him to become a real boy. He was animated by Art Babbitt.
• Figaro and Cleo, Geppetto's tuxedo cat and goldfish, respectively, who do not like each other very much until the end of the film when Pinocchio becomes a real boy. They were animated by Eric Larson.
• John Worthington Foulfellow (Walter Catlett), also known as Honest John, is a sly anthropomorphic red fox and known criminal who tricks Pinocchio twice in the film. He was Animated by Norm Furgeson.
• Gideon, Honest John's drunk and crafty anthropomorphic feline accomplice. He was originally intended to be voiced by Mel Blanc of Looney Tunes fame (in his only work for Disney until Who Framed Roger Rabbit), but the filmmakers deleted his dialogue in favor of a mute performance (e.g. Harpo Marx) just like Dopey of Snow White and the Seven Dwarfs. However, Gideon's hiccups were provided by Blanc. Gideon was animated by Norm Ferguson.
• Charles Judels as Stromboli, a large, sinister, bearded puppet maker who forces Pinocchio to perform onstage in order to make money. He speaks in an Italian accent, though he is identified as a gypsy. He is the only villain of the film to be part of the official Disney Villains line-up. Judels also voices the devious and sadistic Coachman, owner and operator of Pleasure Island, who enjoys turning unruly boys into donkeys. He speaks in a Cockney accent. Stromboli was animated by Bill Tytla whist the Coachman was animated by Charles August Nichols.
• Evelyn Venable as The Blue Fairy, who brings Pinocchio to life and turns him into a real boy at the end. She was animated by Jack Campbell.
• Frankie Darro as Lampwick, a naughty boy Pinocchio befriends on his way to Pleasure Island, who is turned into a donkey on Pleasure Island. He was animated by Fred Moore.
• Thurl Ravenscroft as Monstro, the sperm whale that swallows Geppetto, Figaro, and Cleo during their search for Pinocchio. Pinocchio is later swallowed when Monstro is eating and he and Geppetto reunite. Monstro's whale sounds were provided by Thurl Ravenscroft, and he was animated by Wolfgang Reitherman.

Development

In September 1937, during the production of Snow White and the Seven Dwarfs, animator Norman Ferguson brought a translated version of Carlo Collodi's 1883 Italian children's novel, The Adventures of Pinocchio to the attention of Walt Disney. After reading the book "Walt was busting his guts with enthusiasm" as Ferguson later recalled.Pinocchio was intended to be the studio's third film, after Bambi. However due to difficulties with Bambi (adapting the story and animating the animals realistically), it was put on hold and Pinocchio was moved ahead in production.

Writing

Unlike Snow White, which was a short story that the writers could expand and experiment with, Pinocchio was based on a novel with a very fixed story. Therefore the story went through very drastic changes before reaching its final incarnation. In the original novel, Pinocchio is a cold, rude, ungrateful, inhuman creature that often repels sympathy and only learns his leasons by means of brutal torture. The writers decided to modernize the character and depict him as a Charlie McCarthy-esque wise guy, but equally as rambunctious as the puppet in the book. Animation began in January 1938 while the story was still being developed. Early scenes animated by Frank Thomas and Ollie Johnston show that Pinocchio's design was exactly like that of a real wooden puppet with a long pointed nose, a peaked cap and bare wooden hands. Walt Disney, however, was not pleased with the work that was being done on the film. He felt that no one could really sympathize with such a character and called for an immediate halt in production.Fred Moore redesigned the character slightly to make him more appealing but the design still retained a wooden feel. Young and upcoming animator Milt Kahl felt that Thomas, Johnston and Moore were "rather obsessed with the idea of this boy being a wooden puppet" and felt that they should "forget that he was a puppet and get a cute little boy; you can always draw the wooden joints and make him a wooden puppet afterwards."Hamilton Luske suggested to Kahl that he should demonstrate his beliefs by animating a test sequence. Kahl showed Disney a test scene in which Pinocchio is underwater looking for his father. From this scene Kahl re-envisioned the character by making him look more like a real boy, with a child's Tyrolean hat and standard cartoon character four-fingered (or three and a thumb) hands with Mickey Mouse-type gloves on them. The only parts of Pinocchio that still looked more or less like a puppet were his arms, legs and his little button wooden nose. Disney embraced Kahl's scene and immediately urged the writers to evolve Pinocchio into a more innocent, naïve, somewhat coy personality that reflected Kahl's design.

However, Disney found that the new Pinocchio was too helpless and was far too often led astray by deceiving characters. Therefore, in the summer of 1938 Disney and his story team established the character of the cricket. Originally the cricket was only a minor character that Pinocchio killed by squashing him with a mallet and that later returned as a ghost. Disney dubbed the cricket Jiminy, and made him into a character that would try to guide Pinocchio into the right decisions. Once the character was expanded, he was depicted as a realistic cricket with toothed legs and waving antennae, but Disney wanted something more likable.Ward Kimball had spent several months animating a "Soup Eating Sequence" in Snow White, which was cut from the film due to pacing reasons. Kimball was about to quit until Disney rewarded him for his work by promoting him to the supervising animator of Jiminy Cricket. Kimball conjured up the design for Jiminy Cricket, whom he described as a little man with an egg head and no ears. "The only thing that makes him a cricket is because we call him one," Kimball later joked.

Casting

Due to the huge success of Snow White, Walt Disney wanted more famous voices for Pinocchio, which marked the first time an animated film had used celebrities as voice actors. He cast popular singer Cliff Edwards, also known as "Ukelele Ike," as Jiminy Cricket. Edwards was a popular entertainer who had made the first million-selling record. Disney rejected the idea of having an adult play Pinocchio and insisted that the character be voiced by a real child. He cast child actor Dickie Jones, who had previously been in Frank Capra's Mr. Smith Goes to Washington. He also cast Frankie Darro as Lampwick, Walter Catlett as Foulfellow the Fox, Evelyn Venable as the Blue Fairy, Charles Judels as both the villainous Stromboli and the Coachman, and Christian Rub as Geppetto, whose design was even a caricature of Rub.

Another voice actor recruited was Mel Blanc, most famous for voicing many of the characters in the Looney Tunes and Merrie Melodies cartoons from Warner Bros.. Blanc was hired to perform the voice of Gideon the Cat. However, it was eventually decided that Gideon would be mute, so all of Blanc's recorded dialogue was subsequently deleted except for a solitary hiccup, which was heard three times in the finished film.

Animation

Animation began in September 1938. During the production of the film, the character model department was headed by Joe Grant, whose department was responsible for the building of three-dimensional clay models of the characters in the film, known as maquettes. These models were then given to the staff to observe how a character should be drawn from any given angle desired by the artists. The model makers also built working models of Geppetto's cuckoo clocks, as well as Stromboli's gypsy wagon and the Coachman's carriage. However, owing to the difficulty animating a realistic moving vehicle, the artists filmed the carriage maquettes on a miniature set using stop motion animation. Then each frame of the animation was transferred onto animation cels using an early version on a Xerox. The cels were then painted on the back and overlaid on top of background images with the cels of the characters to create the completed shot on the rostrum camera.

Like Snow White, live-action footage for Pinocchio was shot with the actors playing the scenes in pantomime, supervised by Hamilton Luske. Rather than tracing, which would result in stiff unnatural movement, the animators used the footage as a guide for animation by studying human movement and then incorporating some poses into the animation (though slightly exaggerated). The animators referred to this as live-action reference rather than rotoscoping. However, some direct tracing was used in the animation of the Blue Fairy.

Pinocchio was a groundbreaking achievement in effects animation. In contrast to the character animators who concentrate on the acting of the characters, effects animators create everything that moves other than the characters. This includes vehicles, machinery and natural effects such as rain, lightning, snow, smoke, shadows and water, as well as the fantasy or science-fiction type effects like Fairy Dust. The influential abstract animator Oskar Fischinger, who mainly worked on Fantasia contributed to the effects animation of the Blue Fairy's wand. Effects animator Sandy Strother kept a diary about his year-long animation of the water effects, which included splashes, ripples, bubbles, waves and the illusion of being underwater. To help give depth to the ocean, the animators put more detail into the waves on the water surface in the foreground, and put in less detail as the surface moved further back. After the animation was traced onto cels, the animators would trace it once more with blue and black pencil leads to give the waves a sculptured look. To save time and money, the splashes were kept impressionistic. These techniques enabled Pinocchio to be one of the first animated films to have highly realistic effects animation. Ollie Johnston remarked "I think that's one of the finest things the studio's ever done, as Frank [Thomas] said, 'The water looks so real a person can drown in it, and they do.'"

Pinocchio went into release accompanied by generally positive reviews. Archer Winsten, who had criticized Snow White, wrote: "The faults that were in Snow White no longer exist. In writing of Pinocchio, you are limited only by your own power of expressing enthusiasm." Jiminy Cricket's song, "When You Wish upon a Star", became a major hit and is still identified with the film, and later as a fanfare for The Walt Disney Company itself. Pinocchio also won the Academy Award for Best Original Song and Best Original Score, making it the first Disney film to win not only either Oscar, but both at the same time. This did not occur again until Mary Poppins in 1964 and The Little Mermaid in 1989.

Financially however, Pinocchio was not initially a success. The box office returns from the film's initial release were both below Snow White's unprecedented success and below studio expectations. Of the film's $2.289 million negative cost - twice the cost of Snow White- Disney only recouped $1 million by late 1940, with studio reports of the film's final original box office take varying between $1.4 million and $1.9 million. This was primarily due to the fact that World War II and its aftermath had cut off the European and Asian markets overseas, and hindered the international success of Pinocchio and other Disney releases during the early and mid-1940s.Joe Grant recalled Walt Disney being "very, very depressed" about Pinocchio's initial returns at the box office. RKO recorded a loss of $94,000 for the film.

Despite its initial struggles at the box office, a series of reissues in the years after World War II proved more successful, and allowed the film to turn a profit. By 1973, the film had earned $13 million from the initial 1940 release and four reissues; further reissues in subsequent years have brought Pinocchio's lifetime gross to $84,254,167 at the box office.

In 1994, Pinocchio was added to the United States National Film Registry as being deemed "culturally, historically, or aesthetically significant." Filmmaker Terry Gilliam selected it as one of the ten best animated films of all time in a 2001 article written for The Guardian and in 2005, Time.com named it one of the 100 best films of the last 80 years. Many film historians consider this to be the film that most closely approaches technical perfection of all the Disney animated features. Film critic Leonard Maltin stated that "with Pinocchio, Disney reached not only the height of his powers, but the apex of what many critics consider to be the realm of the animated cartoon."

In June 2008, the American Film Institute revealed its "Ten top Ten"—the best ten films in ten "classic" American film genres—after polling over 1,500 people from the creative community. Pinocchio was acknowledged as the second best film in the animation genre, after Snow White. In June 2011, TIME named it the best animated movie of "The 25 All-TIME Best Animated Films".

On Rotten Tomatoes, a website which aggregates film reviews, the film has the website's highest rating of 100%, meaning every single one of the 39 reviews of the film, from contemporaneous reviews to modern re-appraisals, on the site are positive. The general consensus of the film on the site is "Ambitious, adventurous, and sometimes frightening, Pinocchio represents the pinnacle of Disney's collected works - it's beautifully crafted and emotionally resonant."

Awards and honors

American Film Institute recognition

• AFI's 100 Years... 100 Movies - Nominated
• AFI's 100 Years... 100 Thrills - Nominated
• AFI's 100 Years... 100 Heroes and Villains:
  • Stromboli - Nominated Villain
• AFI's 100 Years... 100 Songs:
  • "When You Wish Upon a Star" - #7
• AFI's 100 Years... 100 Movie Quotes:
  • "A lie keeps growing and growing until it's as plain as the nose on your face." - Nominated
• AFI's Greatest Movie Musicals - Nominated
• AFI's 100 Years... 100 Cheers - #38
• AFI's 100 Years... 100 Movies (10th Anniversary Edition) - Nominated
• AFI's 10 Top 10 - #2 Animated film

With the re-release of Snow White and the Seven Dwarfs in 1944 came the tradition of re-releasing Disney films every seven to ten years. Pinocchio has been theatrically re-released in 1945, 1954, 1962, 1971, 1978, 1984, and 1992. RKO handled the first two reissues in 1945 and 1954, while Disney itself reissued the film from 1962 on through its Buena Vista Distribution division. The 1992 re-issue was digitally restored by cleaning and removing scratches from the original negatives one frame at a time, eliminating soundtrack distortions, and revitalizing the color. The film also received five video releases, three DVD releases, and one Blu-ray release, the first video release on VHS and CED Videodisc was a hot-seller in 1985 (this print was re-mastered and re-issued in 1986).

The more comprehensive digital restoration that was done for the 1992 re-issue was released on VHS in 1993, followed by its fourth VHS release and first release on Disney DVD in 1999. The film did not make it into the Walt Disney Masterpiece Collection, although early printings of the 1999 VHS did use the Masterpiece Collection logo. The second Disney DVD release and final issue in the VHS format (the first in the Walt Disney Gold Classics Collection VHS/DVD line) premiered the following year in 2000. The third DVD release and first Blu-ray Disc release (the second Blu-ray in the Walt Disney Platinum Editions series) were released on March 10, 2009 (March 11, 2009 in Australia). Like the 2008 Sleeping Beauty Blu-ray release, the Pinocchio Blu-ray package featured a new restoration by Lowry Digital in a two-disc Blu-ray set, with a bonus DVD version of the film also included. This set returned to the Disney Vault on April 30, 2011.

Home media

• July 16, 1985 (VHS, Betamax, CED Videodisc, and Laserdisc, Classics edition)
• October 14, 1986 (VHS and Betamax, remastered Classics edition)
• March 26, 1993 (VHS and Laserdisc, restored Classics edition)
• July 1993 (VHS made in Brazil - Abril Vídeo/Walt Disney Home Video)
• April 16, 1995 (VHS made in the UK - Disney Videos, Classics edition, Spanish-dubbed Clásicos edition)
• October 26, 1999 (60th Anniversary Edition, as well as a Limited Issue DVD)
• March 7, 2000 (VHS and DVD, Gold Classic Edition)
• March 10, 2009 (70th Anniversary Platinum Edition DVD and Blu-ray)

The songs in Pinocchio were composed by Leigh Harline and Lyrics by Ned Washington. Leigh Harline and Paul J. Smith composed the incidental music score.

• "When You Wish upon a Star" - Jiminy Cricket, Chorus
• "Little Wooden Head" - Geppetto
• "Give a Little Whistle" - Jiminy Cricket, Pinocchio
• "Hi-Diddle-Dee-Dee (An Actor's Life for Me)" - J. Worthington Foulfellow
• "I've Got No Strings" - Pinocchio
• "Hi-Diddle-Dee-Dee (An Actor's Life for Me) (reprise)" - J. Worthington Foulfellow
• "When You Wish upon a Star (reprise)" - Jiminy Cricket, Chorus

The music CD sets Classic Disney: 60 Years of Musical Magic and Disney's Greatest Hits include "When You Wish upon a Star", "Give a Little Whistle", and "I've Got No Strings".

Songs written for film but not used

• "I'm a Happy-Go-Lucky Fellow" - Jiminy Cricket (this song eventually showed up in Fun and Fancy Free)
• "As I Was Saying to the Duchess" - J. Worthington Foulfellow (this line is spoken briefly by Foulfellow in the film, however)
• "Three Cheers for Anything" - Lampwick, Pinocchio, Alexander, Other Boys
• "Monstro the Whale" - Chorus
• "Honest John" (this song appears as a bonus feature on the 70th Anniversary Platinum Edition Blu-ray and DVD)
• "Turn On the Old Music Box" - Jiminy Cricket

Theme parks

• Many of Pinocchio's characters are meetable characters at Disney parks.
• Pinocchio's Daring Journey is a popular ride at Disneyland Park (Anaheim),Tokyo Disneyland, and Disneyland Park (Paris).
• Pinocchio Village Haus is a quick service restaurant at Walt Disney World that serves pizza and macaroni and cheese. There are also similar quick-service restaurants in Disneyland and Disneyland Paris, as well, with almost identical names.
• In It's a Small World at Hong Kong Disneyland and Disneyland, Pinocchio was a prop or puppet, while Jiminy Cricket was a toy (only at Disneyland).
• There is a hidden Pinocchio doll in Tokyo Disneyland's It's a Small World.

Other films

• Some of the characters (including Pinocchio, Jiminy Cricket, and Lampwick) make cameos in the 1988 film, Who Framed Roger Rabbit.
• In Aladdin, Genie's face (in one scene) turns into that of Pinocchio, when Aladdin says he will set the Genie free and the Genie thinks Aladdin is lying. Thus when the Genie turns into Pinocchio, his nose is really long.
• Pinocchio and the Blue Fairy make an appearance in Teacher's Pet.
• Pinocchio has a cameo in Tangled.

Cruise ships

• Pinocchio's Pizzeria is a quick service restaurant aboard both the Disney Magic and the Disney Wonder that serves multiple types of pizzas.
• The horn sound of the Disney Cruise Line ships is to the tune of a song in this film, "When You Wish Upon a Star". Also another one of the Disney Dream's horns is to the tune of another song in this film, "Hi-Diddle-Dee-Dee (An Actor's Life For Me)".

Ice show

Disney on Ice starring Pinocchio, toured internationally from 1987 to 1992. A shorter version of the story is also presented in the current Disney on Ice production "100 Years of Magic".

Video games

Aside from the Sega Mega Drive (Or Genesis in North America), Game Boy, and Super Nintendo games based on the animated film, Geppetto and Pinocchio also appear as characters in the game Kingdom Hearts. The inside of Monstro is also featured as one of the worlds. Jiminy Cricket appears as well, acting as a recorder, keeping a journal of the game's progress in Kingdom Hearts, Kingdom Hearts: Chain of Memories, and, Kingdom Hearts II. Pinocchio's home world was slated to appear in Kingdom Hearts 358/2 Days, but was omitted due to time restrictions, although talk-sprites of Pinocchio, Geppetto, Honest John and Gideon have been revealed. As compensation, this world appears in Kingdom Hearts 3D: Dream Drop Distance, under the name "Prankster's Paradise", with Dream world versions of Pinocchio, Jiminy Cricket, Geppetto, Cleo, Monstro and the Blue Fairy appearing.