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Pinocchio is a 1940 American animated film produced by Walt Disney and based on the story The Adventures of Pinocchio by Carlo Collodi. It is the second film in the Walt Disney Animated Classics, and it was made after the success of Snow White and the Seven Dwarfs and was released to theaters by RKO Radio Pictures on February 7, 1940.

The film begins when a small wayfarer named Jiminy Cricket watches the Evening Star, gets bored, and looks for a place to rest. He notices a light in the window of Geppetto, the old wood-carver's workshop and walks in to warm himself, and sits by the warm fireplace under the hearth. Geppetto works on a wooden marionette boy he names Pinocchio for his "wooden-head". Before falling asleep, Geppetto makes a wish on a falling star that Pinocchio could become a real boy. Long after Geppetto had fallen asleep, the Evening Star begins to glow, and comes through the window. Then, the gorgeous Blue Fairy appears to grant Geppetto's wish and brings Pinocchio to life, though he is still a puppet. The fairy tells Pinocchio that if he wants to become a real boy of flesh and blood he must prove himself to be brave, truthful and unselfish and able to tell right from wrong by listening to his conscience. Pinocchio does not understand what a conscience is, and Jiminy appears to explain it to him. The Blue Fairy asks if Jiminy would serve as Pinocchio's conscience, a task he accepts.

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