According to ARL Managing Director Mary Walsh, Pinocchio was in progress years before the film's 1940 release. "When you see the film, it looks like anything but a rush job," says Kaufman. And the animation process took hundreds of artists. "It was somewhere in the neighborhood of seven or eight hundred artists altogether at the studio at that time," he says.

In fact, deciding to make Jiminy the narrator later in the movie-making process majorly shifted the story around. "When that happened, they had so much more new material that they had to cut some things," says Kaufman. "They could’ve made three or four films with all of that story material."

According to Carney, Pleasure Island was once known as "Bogeyland," comparable to "Sillyland." He explains the original thought process, saying, "They were thinking, what would this place be like? A place all the kids could do things they weren’t allowed to do elsewhere." Carney also sheds light on some of the darker themes in Pleasure Island, like when the kids become donkeys. "For every action, there is a penalty. It’s very dark if you think about it... Walt didn’t really think animated films were for kids... [they're] really for everybody," he says. And there's more where that came from...

Carney explains how much the story's protagonist shifted from conceptualization. "In the original story, Pinocchio really isn’t a nice character, he’s bit of a brat and he doesn't listen to anybody," he says. "They started down that road and realized it wasn’t working. They even began production, it just wasn't working, this character was not appealing." Making Pinocchio more innocent and endearing allowed the audience to better engage and root for him, according to Carney.

When the children are traveling off to Pleasure Island, they originally sung "Three Cheers for Anything," which ended up being cut from the final film. Carney says it's "about all the rotten things they’re gonna do, 'swiping a pie or telling a lie.'" He says it ended up being cut because it just took too long to get to their destination. “Let’s get to Pleasure Island already," he says.

The scene above in Gepetto’s workshop features clocks which were actually built into working models in real life by some of the animators, according to Kaufman. "They did it partly because Walt would look at some of the designs and say, ‘Oh, that would never work.’ They would build a working model to prove to him that it would," he says. "It’s a mind-boggling assortment of artistic talent and wealth of ideas." That's commitment.

Kaufman explains how much simultaneously went into the last scene of the film when Pinocchio goes underwater. To animate the water, Kaufman says "black, the negative, was exposed to represent the light patterns you’d see on the floor of the ocean." Then, for the waves, "blue construction paper and shading was done individually for each frame," he explains. There's also a multiplane effect, "where the tone of the water would be different in the foreground than it was in the background." He guesses about six animators worked on that scene alone, which is on screen for just over four seconds.

When Gepetto and the cat Figaro are out on the water, they originally got so hungry, they considered eating their pet fish Cleo. "There was a whole extended piece of business about that... It got as far as animation," says Kaufman. Ultimately, Disney cut it. "In the finished film, you hear a bit of talk about them starving and immediately the other story elements come in. For a while there, Figaro was kind of stalking the fish bowl," says Kaufman. The saved animation ended up being used for the short Figaro and Cleo.

Kaufman says the scene during the morning after Pinocchio comes to life often gets "sided." He explains that when the camera moves over the roofs of the town, it's a "tour de force of technique" because the revolutionary (at the time) multiplane crane couldn't even handle the elaborateness. "They had to come up with a whole new system and it was shot horizontally... it took months and was very, very expensive," he says. In addition, there are birds flying and people walking in the town, which are layered in the scene Kaufman calls "groundbreaking."

According to Kaufman, the Blue Fairy's song got cut once Jiminy became such a huge part of the story. "At one point, she had this little rhyme, 'Easy goals don't be misled, your smartest choice is straight ahead,' with the idea that he should focus on his goals and not be distracted." Kaufman says Pinocchio took her words of wisdom literally. In an original scene, he was discouraged when getting picked on, and after hearing the fairy's song, he walked straight ahead and saw the school. "It even was used ironically, when the boys were headed to Pleasure Island, they were going to sing ‘Straight Ahead,'" he says.

In a cut scene, Kaufman says Gepetto "was going to tell Pinocchio the story of one of his arboreal ancestors, a pine tree, that was Pinocchio’s real ancestor." The story was elaborate. "[It] was about this mighty pine that sat against the storms, etc," Kaufman says. While hearing the story, audiences would see Pinocchio playing it out in his imagination. "There’d be birds flying around, and they were birds he’d be seeing in Gepetto’s workshop," Kaufman says.

"Pinocchio was the first Disney film to lose money — it’s done pretty well since," Kaufman says while laughing, "But at the time." Because it didn't initially amount to the success of Snow White, it affected Disney's next project, the economical Dumbo. "One is so lavish and one is deliberately made on a smaller scale, but they’re both great films. They both play to their strengths," he says. Who would've thought?

Carney explains how hands-on and involved Disney was in every single step, specifically when getting pitch sketches from artists. "What you didn’t want to have happen was him raise his eyebrow and tap his finger on the arm of the chair. Whatever you were pitching just wasn’t working," he says. Kaufman says he was probably a "pretty tough boss" as a result of being a perfectionist. "Nothing was ever good enough the first time. But it was so meticulous... He had an eye for that kind of detail," says Kaufman.

But of course, that's why his legacy is so strong and unlike any other. "People usually don’t consider how forward-thinking he was... Let’s add sounds, let’s add color, stereo, multiplane camera," says Carney. "He’s thinking ahead. Such a visionary." And that he was.