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Directed by:	Ben Sharpsteen Hamilton Luske Norman Ferguson T. Hee Wilfred Jackson Jack Kinney Bill Roberts
Produced by:	Walt Disney
Written by:	Aurelius Battaglia William Cottrell Otto Englander Erdman Penner Joseph Sabo Ted Sears Webb Smith
Music by:	Leigh Harline Paul J. Smith
Studio:	Walt Disney Productions
Distributed by:	RKO Radio Pictures Buena Vista Distribution
Release Date(s):	February 7, 1940
Running time:	88 minutes
Language:	English
Budget:	$2,600,000 USD (est.)
Gross Revenue:	$84,254,167 (inc. reissues)
Preceded by:	Snow White and the Seven Dwarfs
Followed by:	Fantasia

Pinocchio is the second film in the Disney animated features canon. It was produced by Buena Vista Distribution and was originally released to theatres by RKO Radio Pictures on February 7, 1940. The film was theatrically re-released in 1945, 1954, 1962, 1971, 1978, 1984, and 1992. Pinocchio was made in response to the enormous worldwide success of Snow White and the Seven Dwarfs. Based on the book Pinocchio by Carlo Collodi, the film stars a cricket who becomes the conscience of a wooden marionette - brought to life by a fairy - as they face the challenges and dangers of a dark and hostile world of crooks, villains and monsters.

Though Snow White and the Seven Dwarfs is generally considered to be Walt Disney's most significant contribution to cinema, Pinocchio is considered his greatest achievement and representative of the Disney studio at the peak of its golden age, as well as one of the greatest achievements in animation. Many people list it as their favorite Disney movie because they had many memories watching the movie. Many people consider Pinocchio to be one of the most critically acclaimed of all the Disney animated features and one of the greatest animated films of all time, Pinocchio has never been commercially successful, perhaps as a result of its dark atmosphere and several intense and frightening sequences. On its first release, Disney only recouped about half of its $2.6 million budget in 1940.

The plan for the original film was considerably different from what was released. Numerous characters and plot points, many of which came from the original novel, were used in early drafts. Walt Disney was displeased with the work that was being done and called a halt to the project midway into production so that the concept could be rethought and the characters redesigned. It was at this stage that the character of the cricket was expanded. Jiminy Cricket, voiced by Cliff Edwards, became central to the story.

The song "When You Wish Upon a Star," became a major hit and is still identified with the film, and later as a fanfare for Walt Disney Studios itself. Pinocchio also won the Academy Award for Best Song and the Academy Award for Best Scoring of a Musical Picture. The film has been deemed "culturally significant" by the Library of Congress and in 1994 was selected for preservation in the United States National Film Registry, and in the second slot, behind only Snow White and the Seven Dwarfs, in the American Film Institute’s Top ten Animated Feature Films of all time in 2008. The film is constantly considered the greatest film in the animation medium, despite the inital failure

Plot

Gepetto's Workshop

The film opens with Jiminy Cricket singing When You Wish Upon A Star as he sits on a bookshelf, on which can be found various literary classics, such as Peter Pan, Alice in Wonderland and Pinocchio, which is given a place of prominence. Jiminy Cricket greets the audience and acknowledges that many may not believe that a wish, as the song states, may come true, and, as proof of the message, decides to tell the story of Pinocchio. He slides down the shelf to the Pinocchio book and opens it, beginning his story in a peaceful village at night, which Jiminy states he was passing through. At this point, the viewer enters the story Jiminy is telling through an illustration in the book.

The only building from which light seems to eminate is Gepetto's Workshop. Jiminy hops over to the open window and peers in to see a warm fire in a room filled with beautifully carved toys, clocks, music boxes and puppets. He enters the room and warms himself by the fire. At this point, he notices Pinocchio , at this point a fully-carved, clothed but mouthless marionette, sitting on a shelf. He hops over for a closer look; as he is admiring the puppet, he hears someone coming. Crawling up the marionette's strings to hide on a high shelf, he sees Gepetto coming down the stairs with Figaro to finish painting the puppet. Gepetto greets Cleo, whose bowl sits nearby, and carefully paints a smile on the puppet's face. Having completed the marionette he gives it the name "Pinocchio" (which literally means "Little Wooden Head") and tests it out by walking it around the workshop, to the tune of Little Wooden Head which is played by one of the music boxes. The bells of the clocks that cover the walls of the workshop indicate that it is now nine o'clock, and Gepetto announces that it is time for bed. After he, Figaro and Cleo have bidden each other goodnight, the woodcutter gets into bed, to notice a Wishing Star through the window. He wishes that Pinocchio would become a real boy, before falling asleep.

The Blue Fairy

Jiminy's initial attempts to get to sleep are hindered by the clocks' ticking and Gepetto's snoring. After finally getting some peace and quiet, he is wakened by a blue light; the wishing star is glowing brighter, and getting closer to the window; eventually, reaching the workshop, it transforms into the Blue Fairy. She approaches Pinocchio and, fulfilling Gepetto's wish, brings the puppet to life with a tap of her wand. Pinocchio is delighted and surprised at his ability to move and talk. The Blue Fairy informs him, however, that he is not a real boy yet, and must prove himself good, caring and unselfish to become a real boy, and learn the difference between right and wrong. After Jiminy hops in to explain to Pinocchio, the Blue Fairy dubs the cricket Pinocchio's conscience and leaves, warning that Pinocchio always let his conscience be his guide.
Jiminy tries to explain the conept of right and wrong, and, though he is largely unsuccessful, Pinocchio tells him that he wants "to do right". Jiminy then sings Give A Little Whistle, and Pinocchio joins in, falling into a pile of toys by mistake. This wakes Gepetto, who cautiously searches the room. On finding Pinocchio moving and talking, he first thinks he is dreaming, but is eventually convinced, and delighted, that his 'son' is alive. Winding the music boxes, Gepetto, Pinocchio, Figaro and Cleo celebrate. Pinocchio is distracted by a candle and, not knowing what it is, sets his finger on fire; Gepetto panics and extinguishes the wooden boy's finger in Cleo's bowl. He decides that they should go to sleep before anything else happens.

On the way to School

The next morning, the village is awake. The boys and girls hurry to school, and Pinocchio excitedly says goodbye to Gepetto, schoolbook and an apple for teacher in hand. He is noticed by a fox and cat, who, knowing the value of a moving puppet without strings, befriend him, intending to sell him. The fox introduces himself as Honest John and tells Pinocchio that he is just the type to become an actor. He and Gideon (the cat) lead him through the streets, while Honest John sings "Hi-Diddle-Dee-Dee (An Actor's Life For Me)". Jiminy, meanwhile, is "late on his first day", and tries to catch Pinocchio's attention by jumping on the Fox's hat. Gideon, trying to hit the cricket, hits Honest John on the head with a hammer, forcing his hat over his eyes and momentarily preventing him from seeing what is happening while the cat tries to pry the hat off. Jiminy tells Pinocchio not to give in to temptation, but is ignored, and Pinocchio accompanies the fox and cat to "be an actor" while Jiminy desperately runs after them.

Stromboli, the Puppet Master

Honest John takes Pinocchio to Stromboli's Caravan, where puppet master Stromboli buys the wooden boy and makes him his star attraction. That evening, Jiminy watches from a lamp post as Pinocchio performs I've Got No Strings for the audience, and is met with enthusiastic applause as onlookers throw money on to the stage, much to Stromboli's delight and Jiminy's surprise. Thinking that he was wrong in trying to stop Pinocchio, Jiminy decides to let the living puppet continue without him. Gepetto, meanwhile, is worried that Pinocchio has not returned from school, and leaves the workshop to look for him. It begins to rain. In Stromboli's caravan, after the show, the puppet master congratulates Pinocchio for making him so much money, and tells him that he will become a star. Delighted, Pinocchio makes to leave to go home to Gepetto but is stopped by Stromboli, who grabs him and throws him into a wooden birdcage. He tells the wooden boy that he will keep him there, taking him out only to put on shows as they tour the world. When Pinocchio is too old to entertain audiences, Stromboli will use him for firewood. Laughing, Stromboli leaves the carriage, slamming the door. The caravan begins to move, and Pinocchio weeps as he tries to whistle for his conscience.

The Nose of Deceit

Jiminy is outside in the rain, watching the caravan pass. He decides to wish Pinocchio good luck and to say goodbye to him, and is surprised to find Pinocchio locked up rather than "sitting in the lap of luxury". He tries to unlock the cage but fails. He stays with Pinocchio as the two weep over their predicament. Geppetto passes the caravan, but his cries for Pinocchio are not heard above the rain and thunder. When all hope seems lost, the Blue Fairy appears in the caravan. She asks Pinocchio why he did not go to school; the wooden boy lies, telling her that he and Jiminy were captured by monsters. His nose grows longer with each lie that he tells, until it has become a tree limb, complete with leaves and a bird's nest. The Blue Fairy tells Pinocchio that a lie keeps growing, "until it's as plain as the nose on your face". Pinocchio promises to be good, and his nose shrinks back to normal size. The Blue Fairy frees Pinocchio from the cage and vanishes, saying that this is the last time she can help. Jiminy and the wooden boy sneak out of the caravan as it is moving.

The Plot

Meanwhile, the fox and cat are celebrating at The Red Lobster. Seated opposite them is the Coachman, who listens to Honest John's story and decides to catch his attention with a huge bag of money, which he says can be theirs if they bring "stupid little boys" to the crossroads for him to take to Pleasure Island. Though Foulfellow is at first terrified of getting caught, the Coachman assures him that none of the boys ever come back "as boys." As soon as they leave the tavern, the fox and cat find Pinocchio racing Jiminy Cricket home, and pretend to be doctors, stating that he is 'allergic' and must go to Pleasure Island to get better. They carry him to the crossroads with Jiminy once again in hot pursuit. When on the Coachman's Stagecoach, Pinocchio meets Lampwick, who tells him that Pleasure Island is a "swell joint" where boys can run riot without fear of reprimand from authority figures. The coach reaches the shore, where the boys board a boat which takes them to the island.

Pleasure Island

As the boys enjoy themselves at the fairground-like Pleasure Island, the Coachman orders his minions to close the doors, locking the unknowing boys in. Later that night, Jiminy searches the now-deserted farground for Pinocchio. He eventually finds him playing pool with Lampwick, who scoffs that Pinocchio "takes orders from a grasshopper" and laughs at Jiminy, shooting the cricket down the pool gutter when he admonishes him. Jiminy

loses his temper and leaves, quiting as Pinocchio's Conscience. He crawls under the main doors of the fairground to find the Coachman and his minions loading donkeys into crates that go to places such as the Salt Mines and the Circus. One donkey, named Alexander, is able to speak. The Coachman throws Alexander into a pen of donkeys that "can still talk". Jiminy realises that the donkeys are the same boys that went to Pleasure Island after seeing an unseen sign reminding "Jackasses of Themselves", meaning that the boys were somehow transformed into donkeys and are now being sold into slavery. He rushes back to warn Pinocchio. Back in the pool hall, Lampwick is still laughing about Jiminy when he suddenly sprouts donkey ears, causing Pinocchio to immediately stop drinking. Much to Pinocchio's terror, this is followed by a tail, so he stops smoking. As his face transforms, Lampwick asks if Jiminy thinks he looks like a jackass. Pinocchio says he does, only to bray when trying to laugh. When Lampwick's laugh becomes a donkey's bray as well, he then covers his mouth and asks "Did that come out of me?", to which Pinocchio nods, he then looks in the mirror and panics. He asks Pinocchio for help, but the wooden boy is only able to look on in fright. Lampwick's last words are a frantic call for his mother before he turns into a donkey completely. Lampwick still has his consciousness, though, and in his awful fright he then starts to kick everything on the pool hall, breaking a mirror and a table, and kicking his clothes off. A speechless Pinocchio hides behind a chair, and his panic increases when he himself sprouts ears and a tail, but Jiminy arrives just in time and reminds him that Pleasure Island is cursed and takes him to an escape route and, together, they swim to the shore of the mainland, leaving Lampwick and the others to die.

In the Belly of Monstro

Pinocchio and Jiminy arrive at Geppetto's workshop to find that the old woodcutter has left, along with Figaro and Cleo. A message from the Blue Fairy informs Pinocchio of his father's location: searching for his son, he had been swallowed by Monstro, an enormous whale. Pinocchio resolves to save Geppetto; though Jiminy tries to warn him against it, he accompanies the wooden boy. Tying a rock to his donkey tail, Pinocchio plunges to the bottom of the sea and he and Jiminy begin their search for Monstro. Any sea creatures they ask flee at the mere mention of Monstro's name, and none provide any help.

Inside the belly of the whale, Gepetto is in a small boat with Figaro and Cleo. They have nothing to eat; Geppetto fears that, unless Monstro opens his mouth soon, they will starve to death. Monstro wakes from his slumber to surprise a school of tuna, who flee in all directions; Pinocchio and Jiminy see Monstro and, terrified, try to swim to escape; Pinocchio is swallowed but the sprightly Jiminy manages to escape. Pinocchio finds himself on Geppetto's boat, and the woodcarver's surprise at his son's donkey ears and tail is outweighed by his relief at seeing his son again. Geppetto laments that they cannot get out of the whale, who only opens his mouth to eat. However, Pinocchio has a plan; gathering wood together, he starts a fire, which causes Monstro to sneeze the boat out. Jiminy jumps on as they fly past. Furious, Monstro chases the boat and smashes it to pieces with his tail. Pinocchio takes hold of his father and paddles for a hole in the cliffs beyond as a means of escape. Monstro, enraged as ever, continues to chase after them. Pinocchio and Gepetto succeed in getting through the hole in the cliff just as Monstro crashes into it, which causes the whale a fatal head trauma, thus ensuring the end of Monstro. Gepetto, Jiminy, Figaro and Cleo wash up on shore alive, but Pinocchio is seen floating face down in a deep puddle, apparently having died trying to save his father.

Epilogue

In Gepetto's workshop, Jiminy, Gepetto and the pets mourn Pinocchio's death. However, in saving his father, Pinocchio has proved himself; the Blue Fairy, from afar, grants him life, and he becomes a real boy. While the other characters celebrate, Jiminy, standing on the window ledge, gazes at the Wishing Star and thanks the Blue Fairy. As a reward, a gold medal declaring him an 'Official Conscience' appears on his front.

Cast

• 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. Mel Blanc offers a brief voice act for Figaro, during the scene where Figaro sneezes. 
• 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 mute 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.