FT: I'd say that was mainly [Wilfred] Jackson and me. We didn't know enough about dancing to make up a dance, but we wanted to find some movie that had a simple little dance or a vaudeville comedian who had some fancy little step. We found one in somebody's version of Gilbert & Sullivan's "Mikado." It had the kick with one foot, and the other foot just coming along each time he kicked, so that looked funny.

I felt pretty strongly that it ought to be very amateurish. I was talking to Milt one day and said, "He's never rehearsed this, he doesn't know what he's going to do, he's making it up as he goes along. I'm going to have him be late on his sync on some of the words." Milt looked me and said, "Are you crazy?!? God! That's the lousiest idea I've ever heard anywhere!" I was looking at it just the other day, and when Pinocchio says, "I've got no strings, to hold me down," the gesture comes after he says, "Down." That was just what I wanted it to do, and no one has objected, although I can still hear Milt scream, "Oh for Christ's sake!"

CS: In both of those sequences you had to deal with something that's very difficult to bring off in animation: something happening to the character that he's not expecting--he trips or his nose starts to grow. There's no anticipation: the character has to be as surprised as the audience. I've seen a lot of animation where that kind of thing doesn't work, but it does in Pinocchio.

FT: We had to be aware that you couldn't anticipate a stumble, anything that happens to him. At the end of the scene, when the audience applauds him, he claps, too--this is what we do, I guess. I was looking for anything that showed he was only born last night; he had no experience to draw on. He had to be very wide-eyed and innocent-looking. When the girls in the dance start coming in, he didn't know what to make of them. That was kind of fun because the only way to make the girls different from him was to keep them staring wherever the eye was painted on. It couldn't be in the gestures, because they all were puppets together.

That was a tough battle for me, to get it to feel like he was still a puppet and the girls were puppets, and get a balance there. We also had to get his concern about them, and get them to look like they enjoyed him or were having a good time or whatever. [To Ollie] I guess you and Eric came along with the French girls. By that time we had the thing going.

CS: Another thing that strikes me about Pinocchio is that the film doesn't pull its punches. Where it's scary--Lampwick's transformation and Monstro--it's really scary. I think a lot of recent films have tended to pull back from that kind of power.

OJ: Well the whole thing on Pleasure Island where the guy sends the donkey back, "You can still talk." Geez, this is powerful stuff.

FT: I think it could have been stronger. It's Walt's way of thinking, "Oh that's as mean as he needs to be." When he did Snow White, I think he was surprised that he was criticized for making the Witch so fearsome.

OJ: He didn't think she was going to be that believable.

FT: I think he was worried the other way, that people would hiss and boo at her, like the villain in The Drunkard.

OJ: I don't think he felt that picture was going to grab people the way it did. I don't see how he could have imagined it.

FT: On Pinocchio , he hadn't changed his mind about the Witch yet, so he was still able to get some of the strength. That's where the story was. It had gotten so believable in a strange fantasy land, with so many fantasy situations. You don't see Lampwick again--you don't have any scenes of him saying, "Don't leave me alone." There are a lot of things you could have done to dress it up. Shortly after that we were doing Bambi. The story guys wanted Bambi's mother to be seen when she was shot, falling to the ground, blood on the snow. But Walt said, "You guys don't need that."

OJ: Then they wanted to kill Thumper in the second half.