Walt Disney Feature Animation has released 55 animated films, with incredible films and classics throughout the list, since Snow White and the Seven Dwarfs was released in 1937.  But only one film is universally regarded by animation scholars and historians as Walt’s true masterpiece.  Released in 1940, it’s a film that continues to stand the test of time due to its unforgettable combination of sight and sound, unprecedented leaps forward in the art of animation, some of the greatest character animation by the true masters of the art form ever put into a film, and songs that continue to resonate and stir the imagination today.  That film is Walt Disney’s second animated film, a milestone in filmmaking that shows Walt and his studio firing on all cylinders, at the height of their creative genius–a film about a little wooden puppet who wants to be a real boy.

Pinocchioposter#1. PINOCCHIO (1940).  “When You Wish Upon a Star” has become such an indelible part of the Disney mythos that it’s hard to believe the song hasn’t always existed, springing up in perfect form the minute Walt was born in that small house on Tripp Avenue in Chicago.  The idea of wishing and hoping for dreams to come true is part of the Disney legend, but it took hard work and incredible dedication to make his studio thrive and grow.  It took Walt and his team throwing themselves wholeheartedly into an adaptation of Pinocchio, a story that began as a series of morality tales for Italian children, for this, his greatest film, to come to life.

The full story of the making of this masterpiece is best told in Pinocchio: The Making of the Disney Epic, by J.B. Kaufman.  It’s an incredible historical document, due to the extensive notes taken during meetings and story sessions, but it’s also a deep dive into the amount of creativity was unleashed by Walt Disney and the rest of the studio at the height of their creative powers.  Flush from the worldwide success of Snow White, the studio was growing (and moving to the current location in Burbank), and it seemed like the sky was the limit.  Walt encouraged his artists and animators to try anything, to go for broke, and to push their art beyond what they had already achieved with the story of the princess.

pinoke-2The film didn’t have an easy start.  Early versions of the title character were modeled closely on Carlo Collodi’s character in the book, who is rude, obnoxious, and extremely selfish.  The original style of the character kept to the wooden puppet look of the book, and as animation progressed, Walt grew more to dislike the wooden boy.  If he didn’t like him, then neither would audiences.  Young animator Milt Kahl solved the dilemma by designing a new version, which basically removed the woodenness, giving Pinocchio the appearance of a little boy–which then resolved the character issue.  Instead of a worldly-wise jerk, Pinocchio is instead a naïve innocent, and the events that come about happen to him because of his lack of understanding of the ways of the world–not because he is deliberately rotten.

pinjcms326Of course, this meant that Pinocchio would need a guide to help him along the journey, and Collodi’s novel gave inspiration in the form of a nameless cricket who scolds the puppet for his bad choices.  In the book, this makes Pinocchio so angry that he kills the cricket–who later haunts the puppet.  Wisely ignoring that aspect of the story, Disney and the story team created Jiminy Cricket, brilliantly designed and animated by Ward Kimball.  Jiminy is one of the greatest Disney creations, and he nearly steals the movie from the main character.  Perfectly voiced by vaudevillian and early film star Cliff Edwards, Jiminy Cricket acts as the audience’s guide through the film as well, narrating the story and commenting on the action as it progresses.  Wisely, Walt encouraged Kimball to remove most of what made the cricket actually look like a cricket, making the character less bug-like.  This change in characterization helps Jiminy become a symbol of friendship, trust, and warmth (and explains his nearly second-billing status to Mickey Mouse as corporate spokesman).  He also sets the standard for future Disney “sidekicks,” although he is much more than that to Pinocchio.  Without Jiminy, there would be no mice in Cinderella, no Timon and Pumbaa in The Lion King, and no Olaf in Frozen.

Pinocchio‘s story is easily one of Disney’s darkest, with a quartet of bad guys out to keep Pinocchio not only from the straight and narrow, but from freedom.  The Fox and the Cat may seem fun and silly at first, but they have no qualms about selling Pinocchio to Stromboli for a life of servitude, and hesitate at nothing to do it again when the Coachmen enlists their help to get boys to go to Pleasure Island.  Stromboli is a pretty strong caricature of an Italian gypsy, and he even seems benevolent at first.  Animated to perfection by Bill Tytla, it’s clear that the showman has a very strong angry current running beneath his bluster, and his threat to chop Pinocchio into firewood when he is no longer useful is clearly not just a threat.  The Coachman, though, is truly a dark and twisted character who lures boys into “making a jackass” out of themselves, literally.  His thrill for what he does (witness his transformation when he says, “They don’t come back–as boys!“) as well as his lack of concern (his interaction with poor Alexander, who can still talk) is truly evil.  Whereas Stromboli is clearly cruel, the Coachman is sadistic.  And, unlike any other Disney film, the bad guys get away.  Nobody makes them pay for their crimes.  And while we feel glad that Pinocchio escaped, what about the hundreds of other boys at Pleasure Island who did not escape, and were sent to the salt mines?  That’s darker than even the darkest moment in The Hunchback of Notre Dame.

pinocchio02gThe design of the film itself is a fantastic representation of the attention to excellence, with every part of Geppetto’s woodcarving shop, Stromboli’s wagon, and even the city streets of Pinocchio’s village filled with rich details.  Much of this is due to the influence of artist Gustaf Teneggren, a Swiss-born illustrator who had joined the studio during the making of Snow White.  Although he only contributed a few elements to that film, his highly detailed style of illustration, full of rich woodwork and cobblestone streets, is felt throughout Pinocchio, giving it a very distinct flavor unlike any other Disney animated film.  Only Sleeping Beauty would see the art direction control so much of the look of the film, but unlike that movie, Pinocchio would not be overwhelmed by Tennegren’s style.  Instead, it’s a perfect combination of style and story.  The camera moves slowly enough through the spaces to hint at the richly detailed world, fully lived in, and the audience is left wanting more time to explore the nooks and crannies of this world and its unique inhabitants.

2strwag1Walt left nothing to chance and had studio model makers build working models of the cuckoo clocks in Geppetto’s workshop for the animators to study.  In addition, the studio moved beyond creating just drawn “character models” for the animators to refer to as they worked.  In a practice that is still used today on both tradition and computer-animated films, maquettes were created to give artists a 3D model to look at and study as they drew the characters.  To create lifelike motion for Stromboli’s gypsy wagon and the Coachman’s carriage, models were also built for study–but due to the difficulty of animating a realistic moving vehicle, the artists went to even greater lengths.  The vehicles were filmed on miniature set using stop motion animation first, then each frame was transferred onto a traditional cel using an early Xerox photocopy process.  The cels were then painted on the back and overlaid on top of background images with the cels of the characters.  The shot was then completed using a special type of camera.  All this work for merely a few seconds of screen time, but Walt wanted nothing to get in the way of the “illusion of life.”

Taken for granted by audiences today, but one of the key standouts of this groundbreaking film, is the effects animation–the “stuff” that brings the film to true life.  Flickering candles and flames, incredible rain and lightning, the twinkling wand of the Blue Fairy–every scene comes to life due to the incredible efforts of Disney’s effects animators who stopped at nothing to help the film come to life.  A favorite example is Geppetto’s kitten, Figaro, whose whiskers and shading was done with white chalk on top of already painted cels.  But nowhere is the amazing skill of effects artists evident than in the water effects during the climactic escape from Monstro.


For sheer scope, there’s nothing in the film that beats the water effects in Pinocchio.  Today, no company would spend the amount of time and man hours to create an overwhelmingly beautiful–and terrifying–set of effects, but Sandy Strother did nothing but water effects for an entire year of his career.  It’s incredible because it is detailed where it needs to be, impressionistic when it needs to be.  Every drop of water explodes or move as it would in real life, but not replicating the exact way it does in the real world.  Like the animated characters, the animated water helps tell the story, giving emotional depth to the chase.  It’s not “lifelike” water, but it fulfills the illusion of life.  As Genevieve Koski put it, “This is the power of animation, to mold and morph reality to function as something familiar, yet fantastical.”

In two more areas, Pinocchio represented the best of what Disney and his team could do.  The first is in the film’s unmatchable cinematography, which moved beyond what had even been attempted in Snow White, taking the film into the style and look of a live-action epic.  The incredible “multiplane camera” that Ub Iwerks developed in the early 1930’s enabled Disney’s animation to do something animation, by it’s very nature, could not do: move in three dimensional space.  In Pinocchio, this camera is used in nearly every shot.  As Walt explained it on the Disneyland television show, the camera allowed every shot to be broken into several different levels (or “planes”), enabling the filmmakers complete control over how each level worked together.

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There are many examples throughout the film, but the greatest, and truly one of the greatest sequences ever animated, is a 45 second shot that begins the morning after Pinocchio comes to life.  67 feet of animated brilliance, with the camera swooping and panning above and around and even through buildings as the village comes to life.  As the Walt Disney Family museum tweeted during the launch of its new Art of Pinocchio exhibit: 🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞🎞.  That’s how many frames of film this impressive sequence takes–taking months to film, at great cost–just to help the film feel more “alive.”

Finally, Pinocchio contains some of the greatest music–and songs–ever to come out of the Walt Disney Studio.  Beyond the justifiably famous “When You Wish Upon a Star,” which never sounds better than when sung by the lonely cricket, the songs move the story along, give individual characters a chance to shine, and highlight the film’s bleak undertone once Pinocchio leaves the safety of Geppetto’s home.  “Hi-Diddle-Dee-Dee,” ostensibly a celebration of the actor’s life, but used to lure the puppet from his intended purpose and into slavery; “I’ve Got No Strings,” which Pinocchio sings onstage surrounded by puppets not as fortunate or lucky as him; “Little Woodenhead,” sung by Geppetto to introduce his “son” to the other inhabitants of the house, shows just how sad the old toymaker is.  “Give a Little Whistle” has the worst intro of any song in any Disney film (Jiminy literally says, “Let’s sing it!” right before they do just that), yet it’s infectious, very showbiz, and gives the audience the assurance that whatever Pinocchio faces, he will have at least one friend by his side.  Leigh Harline and Ned Washington won Disney’s first “competitive” Oscars for the score and “When You Wish Upon a Star,” and they couldn’t have been more deserving.

Pinocchio was a gamble on every level, because it wasn’t another princess film.  It didn’t have the cute dwarfs going for it to add humor.  It wasn’t as familiar a tale to American audiences as the fairy tale.  Yet none of this held Walt and his team back.  They embraced it and decided to shoot for the moon.  Pinocchio was a box office failure on its first release, but in the nearly 80 years since, it’s been heralded for being more than just a great film of Walt’s golden age, but his studio’ greatest masterpiece: a stunning achievement in an untested art form that combined all the tricks and skills at his command.