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Disney's second animated feature, Pinocchio, is widely regarded as the best animated film ever made. It was also one of the most expensive. The use of the horizontal version of the multiplane camera, used extensively during the production of Pinocchio, contributed to the enormous cost of the film. This new camera could dolly into and out of a scene move successfully and had the advantage in that the backgrounds could be twice as large as with the vertical multiplane camera.

Walt's insistence that scenes be reworked until they were flawless was not only rough on the animators, but it was also hard on the accountants. One of the directing animators on the film, Bill (Vladimir) Tytla, recounted one of his encounters with this perfectionism of Walt's as he recalls, "I had to animate one sequence in Pinocchio and give it everything I had." When Walt saw the sequence, his response was, "That was a helluva scene, but? If anyone else had animated it, I would have passed it. But I expected something different from Bill!"

The character of Pinocchio was voiced by a boy named Dickie Jones, aged 12, who had been discovered by Hoot Gibson in a Dallas radio station strumming a ukulele under the billing of a "cowboy rambler." It has been claimed that the gurgling effect of a person speaking underwater, as Pinocchio does, had never been achieved in the movies before. Jones maintains that he almost drowned during his early attempts to produce the effect.

People were so astonished by the realism of Pinocchio's movements that even Popular Mechanics included an article in their January 1940 edition addressing how the animators had coped with their task of making Pinocchio move like a living puppet, rather than like a real boy. The article explained that the model department created the actual puppets for the animators who took lessons from a former puppeteer who showed them how to make Pinocchio perform a variety of antics. This training afforded the animators the ability to differentiate the bodily actions of a human child from the movements of a live, but wooden puppet.

Pinocchio was six months into development when Walt Disney scrapped all work on the project to that point. One of the key problems was the little puppet himself. The delinquent traits and physical characteristics of Collodi's' Pinocchio were both softened in the renewed work on the film.

Part of the initial problem in making Pinocchio sympathetic was the perspective of the artists working on him. Frank Thomas worked on redesigning Pinocchio's face to be more expressive and sympathetic.
Ollie Johnston was given the Disney Legend Award in 1989. The Disney Legend Award was created by Michael Eisner and Roy E. Disney to honor individuals whose body of work has made a significant impact on the Disney entertainment legacy.

Pinocchio (1940), Disney's second animated feature, was inspired by the 1881 Carlo Collodi tale. In the original story, the cricket was an unnamed, sermonizing bug who annoys Pinocchio, and is promptly squashed by the delinquent puppet.

In designing Jiminy, "I started with a real cricket with toothed legs and antennae," Kimball recalls, "But Walt didn't like it. I did 12 or 14 versions and gradually cut out all the insect appendages and ended up with a little man, really, wearing spats and a tailcoat that suggests folded wings. The only thing that makes him a cricket is that we say he is."