CS: What do you think interested him in that story to begin with? In the book, he says that Walt haunted the nearby library's children's department and that's where he found it.

OJ: I'm not so sure that's correct. He probably read some of it but I don't think he read all these books.

FT: Not all the way through.

CS: I wonder what attracted Walt to the story in the first place, since the original Pinocchio is such a nasty little puppet.

FT: It has a fantasy to it that stimulated his thinking. He could always split off something that annoyed him, if he also found elements that looked good to him.

OJ: Frank and I started on a couple of scenes that never got shown. The drawing of the little puppet looked more like Freddy Moore's sketches at that time. But then they put the thing back into story (development). In the mean time, Milt came up with the more boyish puppet, who was softer and more appealing. Fred came in and said, "My god, that Milt Kahl can draw, Jesus!"

CS: What about the story of Ray Disney and the cigar?

FT: Ray didn't even seem to be part of the same family as Roy and Walt. So it was okay for him to sell his insurance. There was this big meeting in Sweatbox Four, which was this nice room with soft chairs. We were all sitting and trying to look intelligent, talking about what the Fox should be. Nobody was getting anywhere, when suddenly the door opened and there was this kid with this cigar. He didn't say anything you could understand, he just went on and on. When he closed the door, we all looked stunned. And Walt said, "There's your fox!"

CS: One of the sequences Pierre writes about is yours, Ollie: Pinocchio telling the lie and his nose growing, which is one of the key moments in the film. What do you remember about those scenes?

OJ: Well, I know I was pleased to get it. Frank did the long nose sequence at the end. I did the stuff where it was starting out to grow and he was worried about his father. When the Blue Fairy appears, he's hiding, on the floor, all the time with his hat off. Frank helped me with the drawing there.

FT: Pinocchio was constructed wrong for something like that. His head was far too big; his arms weren't short but they were right next to his legs. So usually you'd turn the head like this to get the hat within reach [he tilts his head to one side]. You'd have him touch a little bit of the brim and take it off.

OJ: I knew the scenes where his nose would start to grow was real big stuff to do. I felt like I was living a charmed life at that time, having stuff that good. Frank took over on the long stuff, and I did the last scene.

Frank Thomas and Ollie Johnston. Photo by Karen Quincy Loberg, courtesy of and © 1995 the Walt Disney Company. All Rights Reserved.

FT: It was after Ollie started on the thing that someone said, "Why don't we have some leaves come out of the nose?" That led to anothe idea, then I went up there one day, and here's a whole new chunk of the storyboard, with the bird's nest, the two eggs and the birds that popped out and flew away. I said, "Wait a minute! This can't be!" I didn't do the leaves or the birds, but I had to do Pinocchio way down here at the end of this vaulting pole, trying to balance it. If he said anything, there would be this six foot pole whipping back and forth. Different guys did the nest, the leaves and the birds--on the drafts, we had about eight names.

CS: What about "I've Got No Strings," Frank?