The Blue Fairy

Suddenly, the room illuminates as a brightly-glowing, dazzling star in the sky moves toward the woodcarver's window, fills the frame with a white glow, and then transforms itself into a beautiful, golden-haired, glamorous fairy with wings and a wand, and wearing a sparkling whitish-blue dress. She speaks to the snoring Geppetto, assuring him that she will fulfill his wish for a real boy:

You have given so much happiness to others, you deserve to have your wish come true. (She approaches the puppet) Little puppet made of pine, wake. The gift of life is thine.

The soft touch of her magical wand causes a bright light to shimmer around the wooden puppet - who then stretches and moves, blinks, lifts his arms and rubs his eyes, and exclaims as he waves his hands: "I can move. I can talk! I can walk." Astounded, Pinocchio covers his mouth and stands up, but then topples backward with a thump. Pinocchio is told that he is not yet quite a real boy, and that he is being given the gift of free will:

The Blue Fairy: To make Geppetto's wish come true will be entirely up to you...Prove yourself brave, truthful and unselfish, and someday you will be a real boy...You must learn to choose between right and wrong.
Pinocchio: (looking at his two hands as alternatives, puzzling) Right - and wrong? But how will I know?
The Blue Fairy: Your conscience will tell you.
Pinocchio: (naively) What are conscience?

Jiminy Cricket provides an important aside about Pinocchio's challenging future: "That won't be easy." He then jumps, floating gently down with his opened umbrella, to give a definition of conscience: "A conscience is that still, small voice that people won't listen to. That's just the trouble with the world today." The Blue Fairy asks Jiminy if he would like to be appointed as the young puppet's 'conscience.' Flattered and dumbfounded by the offer, his face grows hot and red as he answers: "Uh-huh." After the diminutive Cricket politely gives his name, he is instructed to kneel, and the Blue Fairy touches him with the wand, and knights him within a shimmering light:

I dub you Pinocchio's conscience. Lord high keeper of the knowledge of right and wrong, counselor in moments of temptation, and guide along the straight and narrow path.

Newly appointed as Pinocchio's conscience, Jiminy's clothes are transformed - he now wears a swell-looking top hat, a new black jacket with vest, a collared shirt, shoes without holes, and a snazzy umbrella. He bubbles with pride, and then requests an official gold badge, but his desire is postponed: "We'll see." The Blue Fairy delivers a few final words of advice to Pinocchio before vanishing: "Now remember, Pinocchio, be a good boy. And always let your conscience be your guide." Sounding important, Jiminy turns to Pinocchio, his new charge, and suggests: "Maybe you and I had better have a little heart-to-heart talk." He then speaks to Pinocchio, getting confused himself about the concept of right and wrong:

Now you see, the world is full of temptations...They're the wrong things that seem right at the time, but, even though the right things may seem wrong sometimes, sometimes the wrong things may be right at the wrong time, or, uh vice-versa. Ahem. Understand?

Give a Little Whistle

Pinocchio doesn't understand, but is eager to "do right," especially when encouraged by the helpful Jiminy, who suggests "Give a Little Whistle." He teaches the boy how to pucker his lips and gently blow to summon him, with an airy song and dance. During the second part of the song, Jiminy does a high-wire tightrope act and slide (using his umbrella for balance) up and down the strings of a violin:

When you get in trouble and you don't know right from wrong
Give a little whistle, give a little whistle.
When you meet temptation and the urge is very strong
Give a little whistle, give a little whistle.
Not just a little squeak, pucker up and blow
And if your whistle's weak, yell

Take the straight and narrow path
And if you start to slide
Give a little whistle, give a little whistle
And always let your conscience be your guide.

During the dance, Pinocchio clumsily steps into a pot of paint and tumbled off the table. The loud crash noises awaken Geppetto, who inquires: "Who's there?" He is surprised to see his wooden puppet crying out excitedly: "It's me." The carver does a tremendous double-take, worrying that there's an intruder in his house. He reaches for his gun under his pillow, and stalks into the workroom area, where his gun accidentally fires (and the cuckoo clocks all respond wildly).

A Wish Come True

Geppetto is amazed to see his miraculously-transformed marionette puppet smiling up at him, and talking and moving too. He stammers in disbelief: "I'm dreaming in my sleep. Oh, wake me up," but after dousing himself with water, he realizes he is not just dreaming of a talking puppet. Pinocchio describes how the Blue Fairy came and gave him a conscience ("And someday, I'm gonna be a real boy"). With pure joy, Geppetto picks up his creation: "It's my wish, it's come true." He introduces Pinocchio to his two pets, Figaro and Cleo. Cleo gives both Pinocchio and Figaro a watery kiss.

Laughing out loud, Geppetto announces a "celebration" party - as he turns on a few of his music boxes and begins waltzing and singing with the live wooden puppet (without strings), before pulling out his concertina-accordion. Pinocchio is fascinated with the flames of a lit candle, and burns his left index finger, although when Geppetto douses the finger in water, it's his right hand! (Major goof-continuity error). Geppetto suggests everyone go to bed before any more calamities. Jiminy stretches out in a matchbox - he pulls up the cover up to his chin like it was a blanket. Pinocchio sleeps between his creator and Figaro, as Geppetto explains to the curious puppet why he must sleep - school beckons to teach him knowledge: "Tomorrow, you've got to go to school...to learn things and get smart."

Off to School

The next morning opens with the impressive multi-plane rendering of the village and its residents. As the town bell rings and white birds flutter away, the camera floats down to views of the town below, through trees and other rooftops. In an open square between village homes, people emerge for work, children cavort with their scampering white dog, and white geese are corralled by a young lady in a blue dress. Through another framed archway, mothers appear at their doorstep to urge their children to school. Many other young ones laugh and play at a fountain, just outside Geppetto's home, as they run along. Pinocchio is thrilled by the sight of his schoolmates ("Real boys?!"), as his 'father' adds a vest to Pinocchio's clothing, gives him a red "apple for the teacher" and one green book of his ABCs - before urging: "Run along now." Figaro is detained from following after the happy, skipping young boy: "School is not for you."

Honest John and Gideon

Along the way, the young lad passes two troublemaking villains with worn-out coats, top hats and canes, noticing the "innocent children wending their way to school":

• J. Worthington Foulfellow (aka "Honest John"), a sly red fox, smoking a cigar, a rapacious Dickensian character
• Gideon, his feline sidekick, stupid, mute, and the fox's accomplice, agreeable to everything suggested by Foulfellow, and often spoiling or messing up his plans

Foulfellow notes: "Thirsty little minds rushing to the fountain of knowledge. School - such a noble institution. What would this stupid world be without --." They pause in front of a colorful poster on a wall, advertising the marionette show of gypsy master Stromboli - in town:

Foulfellow exclaims: "So that old rascal's back in town, eh?", identifying Stromboli as a devious and cunning faker. He then recalls how the two once unsuccessfully tried to scam and fool the traveling circus show-master by attaching strings to Gideon, to pass him off as a puppet. When Pinocchio joyfully skips between them, proudly on his way to school, they do a double-take at the "wooden boy." Foulfellow realizes another get-rich-quick opportunity to make a small fortune by selling Pinocchio to famous puppeteer Stromboli:

It's amazing. A live puppet without strings. A thing like that ought to be worth a fortune to someone. Now let me see. That's it! Stromboli! Why that fat old faker would give his --- Listen! If we play our cards right, we'll be on easy street, or my name isn't Honest John.

The two stealthily follow Pinocchio and at a corner intersection, Foulfellow/Honest John trips the boy with his cane, then apologizes for his clumsiness. Honest John (while eating Pinocchio's apple) cheerily befriends the boy and tempts the gullible, naive, and innocent lad with the wonders of the stage - an "easy road to success":

You haven't heard of the easy road to success...I'm speaking, my boy, of the theatre...Bright lights, music, applause, fame!...Yes, and with that personality, that profile, that physique, why, he's a natural born actor, eh, Giddy?...Straight to the top. I can see your name in lights, lights six feet high..We're wasting precious time. Come. On to the theatre!.

Pinocchio is Led Astray (Hi-Diddle-Dee-Dee)

Pinocchio's misadventures begin when he is seduced to become a famous actor, and he joins them to march off happily - to the tune of "Hi Diddle Dee Dee (An Actor's Life for Me)" - the first Disney villain song, filmed from above!.

Hi-Diddle-Dee-Dee. An actor's life for me!
A high silk hat, and a silver cane. A watch of gold, with a diamond chain.
Hi-Diddle-Dee-Day, an actor's life is gay!
It's great to be a celebrity. An actor's life for me!..
Hi-Diddle-Dee-Dum. An actors life is fun!

Meanwhile, Jiminy Cricket (who overslept) is hurrying along the winding streets, blaming himself for being late: "Fine conscience I turned out to be. Late the first day." Suddenly, Jiminy is almost run over by the parade of the two villains with Pinocchio between them, singing loudly and clearly about show business:

An actor's life for me! Hi-Diddle-Dee-Dee, an actor's life for me!
A waxed moustache and a beaver coat. A pony cart and a billy goat.
Hi-Diddle-Dee-Dum, an actor's life is fun!
You wear your hair in a pompadour! You ride around in a coach at four!
You stop and buy out a candy store! An actor's life for me!
Hi-Diddle-Dee-Dee. An actor's life for me!
With clothes that come from the finest shop, And lots of peanuts and soda pop.
Hi-----

Unafraid, Jiminy catches up to them, jumps onto the red fox's furry tail, and scrambles up to the top of Honest John's tattered hat, before whistling to identify himself to a delighted Pinocchio and halt the trio. The fox is confused: "Jiminy, up where? Well, my boy, you must be seeing things," but Pinocchio blurts out: "Oh no, that's my conscience." Gideon aims a large mallet at Jiminy, and ends up smashing it down on Honest John's head - an example of cartoonish violence. With the hat covering the villain's head and preoccupying him as Gideon attempts to pry it off, Pinocchio is alerted to Jiminy in a bunch of flowers. He brags: "I'm gonna be an actor!" Jiminy attempts to remind the mischievous Pinocchio of how he must refuse seductive temptations by troublemakers: "Remember what I said about temptation?...Well, that's him." The cricket-conscience then counsels his young charge and proposes that Pinocchio politely refuse their invitation to the theatre, because of his obligation to go to school.

However, the admonition does not work. Honest John lures the stagestruck boy with a simple request - "On to the theatre" with Pinocchio in tow as he quickly bids goodbye to his conscience: "Goodbye, Jiminy, goodbye." The trio reprises the song's first verse, as Jiminy watches in a state of shock as Honest John and Gideon skip off arm-in-arm with Pinocchio. Jiminy decides to not tell Geppetto anything (he worries about being a tattle-tale "snitch"), and goes in pursuit of Pinocchio by himself.

I've Got No Strings

In the next scene set in the evening in the village square, the Italian gypsy master showman Stromboli (literally meaning "fire-eater") is introduced. He is portrayed with a black curly-mustache, shiny bald-head, black-beard and obesely-rotund stomach, with a wide red sash across his enormous belly. [Note: Some accused Disney of a subtextual portrayal of Stromboli as a Jewish gypsy with gross black facial features, and an inordinate love of wealth - two stereotypical attributes that could be construed as anti-Jewish. It seems remarkable - given the time frame of the film when Hitler's Third Reich Germany was spreading anti-Semitism across Europe.]

The showman announces from an outdoor caravan stage to his sell-out audience that the conclusion of his great puppet show will be the presentation of a special act -- "something you will absolutely refuse to believe." Jiminy Cricket has come to watch the show and is perched on a lamppost, circled by annoying moths, as he listens to the boasting manager advertise his amazing puppet without strings:

Introducing the only marionette-a who can a-sing and a-dance absolutely without the aids of a-strings...the one and only Pinocchio.

Trumpets blare (from uniformed band puppets) (Stromboli conducts an unseen band in front of the stage) and the curtain opens, with a spotlight on the central character on stage, standing at the top of a short set of steps. He struts down the steps, singing: "I Got No Strings" - his first (and only) performance for Stromboli.

I've got no strings To hold me down...

However, he barely sings two phrases before tripping over his own feet, flipping down the steps, and landing flat on his face and nose - which pokes through a wooden plank. The audience laughs as Jiminy Cricket spitefully calls out: "Go ahead, make a fool of yourself. Then maybe you'll listen to your conscience." The mean-spirited, cruel Stromboli is furious - he squeals in a high-pitched tone, and curses angry words in Italian. But then he pauses, realizing that the entertained crowd is even more pleased at the unsure, bumbling lad. He smiles widely, pats Pinocchio on his head, and congratulates him: "Cute kid."

Pinocchio continues his song and dance act - without strings manipulating him, and also performs with other dancing marionettes, including French can-can dancing girls and high-kicking Russian Cossacks with tall black furry hats. Jiminy Cricket oogles the French dancing puppets doing the can-can. In the final number, Pinocchio gets tangled up in the strings of the Cossacks:

I got no strings To hold me down To make me fret, or make me frown
I had strings But now I'm free There are no strings on me
Heigh-ho the merry-o That's the only way to be
I want the world to know Nothing ever worries me

I got no strings So I have fun I'm not tied up to anyone
They got strings But you can see There are no strings on me

Dutch Girl Puppet:
You have no strings Your arms is free To love me by the Zuider Zee
Ya, ya, ya If you would woo, I'd bust my strings for you
French Girl Puppet:
You've got no strings Comme ci comme ca Your savoir-faire is ooo-la-la!
I've got strings But entre nous, I'd cut my strings for you
Russian Girl Puppet:
Down where the Volga flows There's a Russian rendezvous
Where me and Ivan go But I'd rather go with you, hey!

There are no strings on me.

The whistling and cheering audience is thrilled by Pinocchio's performance, and throw gold coins onto the stage. Jiminy Cricket is astounded, and believes maybe the actor's life in show business is the life for Pinocchio. He second-guesses himself when Pinocchio becomes popular: "Huh? They like him. He's a success. Gosh, maybe I was wrong." Stromboli takes bows next to Pinocchio, throws kisses to the crowd, and pats Pinocchio on the head again. Jiminy Cricket sighs and wanders away from the scene, feeling unnecessary: "Well, I guess he won't need me anymore. What does an actor want with a conscience anyway?"

Later that rainy evening, Geppetto is worried sick about his little fellow: "What could have happened to him? Where could he be at this hour?" A chicken dinner table is set for the four members of the family. In front of Figaro is a complete fish with melting butter and a lemon wedge, while Cleo has a piece of chocolate-frosting cake dangling in front of her. Geppetto ventures out into the pouring rain to search for his son, cautioning his pets: "Nobody eats a bite until I find him."

Pinocchio Taken Prisoner

Meanwhile, Stromboli is in his traveling wagon, singing his version of the "I Got No Strings" song:

I got-a no strings, but I got-a the brain,
I buy a new suit, and I swing-a new cane
I eat-a the best, and I drink-a champagne
I got-a no strings on me.

Puppet master Stromboli is seated at his table, counting out the evening's substantial earnings, while spearing olives, slices of sausage, and bread at the end of a large knife. Pinocchio is on the table next to him, cheerily saying: "They liked me." The greedy and exploitative showman slides stacks of shiny gold coins from one side of the table to another, to amass his fortune. The gypsy commends his special puppet as he bites into a raw onion: "You are colossal." Pinocchio eagerly asks: "Does that mean I'm an actor?" Stromboli has plans: "I will push you in the public's eye. Your face, she will be on everybody's tongue." When he notices someone had thrown a worthless metal ring onto the stage, the hot-tempered obese man curses his dislike at being swindled, but then offers the fake coin to Pinocchio. Overjoyed, Pinocchio cries: "I'll run right home and tell my father." But one cost of Pinocchio's apparent success as an actor is that he cannot return home.

The thought of losing his prized puppet overnight is upsetting, so the puppet master picks up Pinocchio, staggers around the wagon, bumps into other hanging lifeless marionettes (who tremble and shake), and throws him in a hanging bird cage with a giant padlock. The frightening and cruel captor explains his plan to have Pinocchio travel from his real home, and tour the great capitals of the world with his show - to make the puppeteer a lot of money:

There, this will be your home, where I can find you always...Yes, yes, yes, To me, you are belonging. We will tour the world, Paris, London. Monte Carlo. Constantinopolee. (He turns and shakes his giant buttocks at Pinocchio)...Yes, we will start tonight. You will make lots of money for me, and when you are growing too old, you will make good firewood.

He gathers his gold coins into a bag, and with a wicked, sadistic laugh, he picks up a hatchet and tosses it into a pile of wood, striking a discarded, used-up, meekly-smiling marionette in the chest next to his fireplace - this is a vision of Pinocchio's future fate after being literally used up as a 'puppet' by his handler.

Pinocchio is horrified and screams his objections while frantically shaking the bars of the cage: "Let me out of here. I gotta get out. You can't keep me." The scared puppet, now a possessed caged animal, is threatened by the slave-driver: "Quiet! Shut up, before I knock-a you silly," and is left alone in the back of the carriage with other puppets: "Good night, my little wooden gold mine." With a sudden jolt of movement, Stromboli commands his horse to "giddy up." In vain, Pinocchio cries out and whistles for Jiminy. As lightning flashes, Pinocchio weeps and sees lifeless hanging puppets swaying around him. Jiminy Cricket watches from afar as the large rickety wagon moves past him, pulled by an old horse, believing that Pinocchio is having his life of fame and fortune, and then yearns to wish Pinocchio good luck:

Well, there he goes. Sitting in the lap of luxury, the world at his feet. Oh well, I can always say, 'I knew him when.' I'll just go out of his life quietly. I would like to wish him luck, though. Sure, why not?

He races across the cobblestones after the wagon, catches up, and hops into the back of the dimly lit carriage, inquiring: "It's me, your old friend, Jiminy. Remember?" Pinocchio is overjoyed: "Gee, I'm glad to see ya." He is astonished to see his friend locked in a big wooden bird-cage: "What's happened?" Pinocchio relates his misunderstanding of Stromboli's intentions: "He was mad. He said he was gonna push my face in everybody's eyes...And just cause I'm a gold-brick, he's gonna chop me into firewood." Jiminy promises to easily help him to escape, by entering the padlock's keyhole, and clanking around in its rusty interior of the old model lock to release the mechanism and crack the lock. But it "looks pretty hopeless" and depressing when he is unable to free him from his predicament: "It'll take a miracle to get us out of here."

At the same time, lantern-carrying Geppetto is searching the streets for Pinocchio - his cries of Pinocchio drowned out by thunderclaps. He stands in the rain as the carriage holding his boy lumbers by.

The Blue Fairy Comes to Pinocchio's Aid

Jiminy Cricket rests on the knee of a weeping Pinocchio inside the bird-cage, muttering that he accepts the blame: "Fine conscience I turned out to be...It was my fault. I shouldn't have walked out on you." Pinocchio sobs and worries he will never see his father again: "I shoulda listened to you...I guess I'll never see my father again." Jiminy is encouraging: "Oh, buck up, son. It could be worse. Be cheerful like me. Aw, take it easy, son." When it stops raining, a brightly-glittering star, the entrance of the Blue Fairy, appears in the clear sky, grows larger, and appears inside the wagon in a swirl of twinkling starlight. Pinocchio wonders frantically what to tell her, as his conscience suggests: "You might tell her the truth."

Pinocchio, at first embarrassed and hiding with his back turned is questioned about how he got into his current predicament. Flustered, he tells one shocking and far-fetched lie (and tall tale) after another, and his nose grows after each falsehood:

Blue Fairy: Why didn't you go to school?
Pinocchio: School? Well, I-...I was going to school 'til I met somebody.
Blue Fairy: Met somebody?
Pinocchio: Yeah, two big monsters - with big green eyes. (Pinocchio's nose grows) Why, I ---
Blue Fairy: Monsters? Weren't you afraid?
Pinocchio: No, ma'am. But they tied me in a big sack. (Pinocchio's nose grows longer)
Blue Fairy: You don't say. And where was Sir Jiminy?
Pinoccho: Huh? Oh, Jiminy?...They put him in a little sack. (Pinocchio's nose grows a third time into a sprouting branch, and Jiminy perches on the end of it, where flowering leaves are growing)
Blue Fairy: No!
Pinocchio: Yeah!
Blue Fairy: How did you escape?
Pinocchio: I didn't. They chopped me into firewood. (When Pinocchio's nose expands a fourth time, a bird has nested with two eggs at the end of the branch) Oh, oh look! My nose. What's happened?
Blue Fairy: Perhaps you haven't been telling the truth, Pinocchio.
Jiminy: Perhaps?
Pinocchio: Oh, but I have. Every single word. (The branch withers and the leaves fall off) Oh, please help me. I'm awful sorry.

The Blue Fairy rebukes the lying boy, and is able to teach Pinocchio a lesson about deception:

You see, Pinocchio, a lie keeps growing and growing until it's as plain as the nose on your face.

Jiminy suggests that Pinocchio "better come clean." The lying boy promises to reform and "never lie again," and the Blue Fairy offers him a second chance to redeem himself and now listen to his conscience more responsibly: "I'll forgive you this once, but remember, a boy who won't be good might just as well be made of wood." Together, the two in unison cry out: "We'll be good, won't we?" The Blue Fairy adds that this is the last time that she can help. She touches Pinocchio's elongated nose with her magic wand, and after a dazzling shower of light, Pinocchio's protuberance and the fairy vanish - and the cage is unlocked. Now freed, the two escape out the back of the wagon and proceed home.