Pinocchio is based on an 1881 Italian tale by Carlo Collodi, which had been written in serial form and rambled through an assortment of adventures in numerous locales. The Disney story team narrowed the plot's focus and refined the story but continued to have problems with the basic lack of sympathy in the tide character.

Six months into development, these problems led Walt Disney to scrap the entire project and start afresh. One of the obstacles was the little puppet himself. His delinquent traits and physical characteristics were softened. The animators had been thinking of Pinocchio as a moving puppet, instead of a real boy, which resulted in a cold, wooden feeling. Frank Thomas softened Pinocchio's facial design, and Fred Moore redesigned his body, so the character falls in the middle-he does many things a puppet can't and many things a real boy can't.

The critical and public reaction to Pinocchio was strong and positive, but at the time of its release, the European market was cut off by World War II, eliminating a vital source of income for this and other expensive films in the works at the Walt Disney Studio- Bambi (1942) and Fantasia (1940) among them.

Pinocchio was an enormously expensive venture, primarily due to Walt Disney's vision of the film as a sumptuous visual and atmospheric piece. This entailed meticulous and time-consuming character and setting development, and extensive use of the expensive Multiplane Camera technology, which had been further refined from its use in Snow White and the Seven Dwarfs.

These refinements enabled the animators to use a greatly increased depth of field of focus- a field twice the size of that used in Snow White. Under the direction of Charles Philippi, Hugh Hennesy, and Ken Anderson, animation layout reached an unprecedented level of inventiveness, sophistication, and beauty in Pinocchio. The opening pan over the rooftops of Geppetto's village is a masterpiece of animated camera movement.

Gustav Tenggren, whose illustration work had been so vital to Snow White, created the quaint European storybook feel of the Pinocchio settings. The rich backgrounds created for Pinocchio's adventures include Geppetto's warm and fanciful toyshop, a dingy waterfront pub, the belly of a whale, and a nightmarish amusement park. Albert Hurter, once described by Walt Disney as a "master creator of fantasy," designed the picture's intricate decoration, like Geppetto's clocks and music boxes.

In order to draw the audience's focus away from Pinocchio's delinquent actions, the story emphasis was shifted toward a companion for Pinocchio, Jiminy Cricket. In the book, the cricket was a sermonizing pest, whom Pinocchio promptly squashed. In refining the character as a point of access for the audience, animator Ward Kimball recalled, 'I started with a real cricket with toothed legs and antennae, but Walt didn't like it. I did 12 or 14 versions and...ended up with a little man, really. The only thing that makes him a cricket is that we say he is.'