All language subtitles for Cinderfella (1960) 720p web.en

And being of sound mind

and in full possession
of my faculties,

and in the presence
of the undersigned witnesses,

I write my last will
and testament.

I leave my estate
and all my worldly goods to...

my dear wife, Emily,

in the knowledge
that she will take loving care

of my son, Fella.

Fella!

Fella!

Fella!
Yes!

Fella! Are you awake?

I am now, Mother.

What?

I mean, Stepmother.

That's better.
Now, get to work.

Bring my breakfast.
Fried eggs.

Basted.

Rye toast, crisp.

Orange juice.
Plenty of orange juice.

And polish my car.

I'm lunching
in town today.

Fella!

Fella!

Oh, boys.

Rupert, dear.

Maximilian, love.

Boys, wake up.

Come, come.

Wake up.

Good morning,
Mother dear.

Good morning,
sweets.

Good morning, Rupert.

Good morning,
Mother dearest.

Come, son, it's time
for your breakfast.

I heard
some strange noises.

Did you children
hear anything?

No, Mother,
not a thing.

I went to bed early,
was sleeping very soundly.

Mother's good boys.

Come on, then.

It must have been that fool
in the kitchen.

If he's broken
any more dishes,

I'll take away
his bicycle privileges.

Paper. A paper.

Paper!

All right.

Fella, Fella.

All right!

Oh, dizzy.

Fella!

Fella!

¶ Da da da da ¶

¶ Da da da da ¶

¶ Da da da ¶

¶ Da da da ¶

¶ Da da dah da dah ¶

Uheee!

¶ Da da da ¶

¶ Da da da da da ¶

¶ Da da dah da ¶

¶ Wa da da da ¶

Fella! Fella!

Fella!
Yeah? Oh!

Fella!

Fella!

Yes, Stepmother.

Where's my car?

Oh, I'll...

I'll drive it right around
to the front door.

Well, be careful you don't
dirty my upholstery

with your filthy clothes.

Oh, no, I'll be careful
that I won't

dirty your nice upholstery
with my dirty, filthy clothes,

Stepmother.

Oh.

Didn't I tell you to be here
at half past 12?

Oh, I'm sorry,
Mother, I-I...

Stepmother, I thought
you said 12:30.

Can't you ever do anything
I ask you to do?

Well, I try, Stepmother,
I really try.

You don't seem to realize
that you haven't got a cent.

Your father left
everything to me.

And yet I give you a home,
room and board,

all out of the goodness
of my heart.

Yes, I know you do,
Stepmother... Well...

You ought to be a little more
reasonable, young man.

But then I don't suppose
one can expect anything

from somebody with ordinary
blood in their veins.

Well, I realize I don't have
the class that...

Oh.
...Maximilian and...

and Rupert have,
but, uh...

Well, I certainly appreciate
everything that you do for me.

Then try and show
your appreciation

by getting some work done
around here.

Yes, I will,
Stepmother.

We're going to have
a very important houseguest,

and I want everything
to be perfect.

You understand?
Oh, oh, oh,

Perfect.
Oh, yes, perfect.

It will be perfect.
Yes. Uh, uh...

Who's it going to be,
Stepmother?

You'll read all about it
in the newspapers.

Oh, in the newspapers.

Then it must be someone
very important. Who?

And clean the pool!

Uh, clean the pool.

Uh, yes, I will,
with a rag.

Enjoy your ride,
Stepmother.

I fixed the car perfectly,
mechanically, beautifully,

so that you enjoy driving.
Perfectly, m...

It's, uh, mechanically perfect.

It's perfectly m...
It's a...

It's at least good enough
to get you into town.

Hello there, Fella.

Hello.

How did
you know my n...?

Hello.

How did you know
my name was Fella?

Oh... Heh-heh-heh.

It had to be Fella.

Oh. You're a friend
of Mother's?

Your stepmother,
you mean.

No, I wouldn't say
we were friends.

Or will we ever be.

Well, she invited you
to go swimming.

That was
rather friendly.

No, I'm afraid
I invited myself.

But I'll leave
if I bother you, you know.

Oh, not at all.
You don't bother me.

On the contrary.

I like to see people
enjoy themselves.

Oh, well, thank you.

I like you, Fella.

We're... We're gonna
get along, you know.

Oh, well, thank you.
I like to get along.

I love persons
and people.

Persons and people.

There's a difference?

Oh, sure, there's
a big difference.

You see, persons...

Persons are people
who have made it,

who are rich and famous.

So that, of course,
makes them persons

and they're not
people anymore.

I see, yes.

But... But I...

I like persons
because I think...

Because I feel sorry
for them, you know?

Fella, you've got me worried,
you know.

Someday, you might be
a very important person.

Me?

Uh-uh.

Yeah?

¶ Let me be a people ¶

¶ I don't ask for much ¶

¶ Just a space ¶

¶ A happy place ¶

¶ That has the common touch ¶

¶ I'm aware ¶

¶ I'll never be great ¶

A head of state? A potentate?
Oh, no.

¶ I don't care
For elegant clothes ¶

¶ For goodness knows
My life is rosy ¶

¶ Let me be a people ¶

¶ I'm no V.I.P. ¶

Though you'll never go bragging
about your family tree.

¶ I don't wanna be ¶

¶ Anyone else
But plain old me ¶

¶ Apple pie ¶

¶ And the Fourth of July ¶

Can really pleasure you high.

¶ Simple things like
Community sings ¶

Can bring a tear to your eye.

¶ Rock and roll ¶

¶ Or an afternoon stroll ¶

Is all the funning you need.

¶ Orangeade ¶

¶ And a circus parade ¶

And you'll be hitting
your speed.

Oh, my.

¶ I keep stating it ¶

¶ No debating it ¶

¶ I'm a happy breed ¶

¶ So therefore ¶

¶ Let me be a people ¶

¶ Says I sincerely ¶

You're a fella
who wouldn't, uh,

care for royalty?

¶ I don't wanna be ¶

¶ Anyone else but ¶

¶ Plain ¶

¶ Old ¶

¶ Me ¶

Just plain. I don't really...
Well,

it's like I said,
Fella,

you know, someday,
maybe you'll be a person.

Why do you keep
saying that?

Well, uh,

all I can say
is that

you and I are going to
have a ball.

A great, big,
wonderful ball.

You've really done it,
Mother.

It'll be the affair
of the season.

Thank you, Rupert.

It always warms a mother's heart
when her sons are proud of her.

It'll cost a fortune.

And you always
screaming at me

about my spending.

It will be
expensive.

And as for
my screaming,

I never raise my voice...

except to that lunatic
we have to put up with.

The lunatic?

Another drink,
Mother?

Did you complete
all your chores today?

Uh, oh, yes, I did,
uh, Mother...

Uh, Stepmother,
dear.

Uh, everything except...

Oh, excuse me,
Maximilian.

Everything except pruning
the water lilies, Mother.

And, of course,
feeding the goldfish.

But I can do that after dinner.
Pssst.

And why didn't you
finish your chores?

Oh, why, Mother?

Well, you see, Stepmother,
a very odd thing happened.

Excuse me...
Oh, there's a cold glass.

The ice is cold,
Maximilian.

Excuse me,
please.

A very odd thing
happened, Mother.

There you are,
Rupert.

There was a strange man
in our pool.

In my pool.

Oh, uh...

yes,
dear Stepmother.

In your pool.

And, ahem, see,

we were just standing
there and talking

and all of a sudden,
he just disappeared.

What do you mean,
he disappeared?

Well, just like I say,
uh, Mother... Stepmother,

uh, we were
there talking

and he was
just gone.

Fwa-wa-zow!

And... And there
he wasn't and...

Uh... Ah.

Uh, how do we make
Corkhead here disappear?

If the princess
sees him,

she'll think there's
insanity in the family.

Oh, I beg your pardon,
Rupert,

but this is true.
I'm not making it up.

I was standing there
and talking to him.

As a matter of fact,
uh, Stepmother,

he told me all about
the ball we're having.

Here. Like in the paper here,
it said that...

And he said it to me
before the paper even came out.

You're cracking,
kid.

Just like those
dreams you have

about your
old man.

Oh, is that so,
Mr. Smart Aleck?

Well, I'll have you know
those dreams are true.

Fella's father's
always telling him

that he's rich.
Isn't he, Fella?

Yes,
Stepmother dear.

Yes. Except that I
always wake up too soon.

I don't think
you ever woke up.

You're a spook.
Beat it!

Yeah, but all I...

Okay. I'll set the table
for dinner.

Mother dear, this door...

is open.

And I'll leave
while I can.

Now...

about the fortune
I'm spending.

And now the big one.

Count Basie's
great recording of "Cute."

Those dreams he has
are true.

His father's ghost
is trying to tell him

where he hid
his fortune.

He'll be rich
if he finds the money.

And we'll be
paupers.

So you see
how important it is

for Rupert to marry
the princess.

I see how important
it is. However...

I haven't the confidence
in Rupert's charm

for the opposite sex
that you have, Mother.

I think we should
insure our chances

by starting
to be nice...

...to the little Fella.

Of course.

Be nice
to the little Fella.

Supper's ready.

Dinner's on.

We're gonna eat now.

It's gonna be...

Food.

Come on, we'll...

I'm hungry.

Fella.

Yes,
dear Stepmother?

You may serve
the wine now, Fella.

The wine.

Will there be anything else,
Stepmother?

That's all,
thank you.

Fella.

Yes, Mother dear.

Bring the sugar,
please.

Yes, Stepmother.

In my coffee,
Fella, please.

Will there be
anything else?

That's all.
Thank you, Fella.

You're welcome.

Fella.

Yes, Maximilian?

Light me.

Yeah, all right.

Maybe I should
light it

for you,
Maximilian.

Ohhh, oh.

Oh, there's a painful lip.

Could you just pull on the lip,
please, Max? Just easy.

The hurting lip.
Just...

It's a hole.

There's a hole in my lip
and it burns.

I'm tired and running
with a hole in my lip.

I can't eat my soup
with a hole...

in the lip.

I forgot to change.

Shall we retire?

Fella.

We'll have our brandy
in the library.

The brandy in the lib...
Yes.

And, Fella...

...the prime rib
was delicious.

The prime...
You loved it?

Prime rib?

You loved
the prime rib?

My ribs

was good?

I'm gonna faint.

Did you really love
the prime rib?

Really, did you...?
Did you...?

Was it...?
I...

Did you like it a lot?
Or just a little lot?

Oh, I'm glad...

Oh-ho,
I worked very...

To my bones,
fingers.

I'm glad you liked

my meat prime.

I... Oh, thank you,
oh, Mother,

for enjoying my prime
meat of ribs.

I'm so grateful
to you all.

Fella.
Yes?

Tomorrow, I may take you
to play polo with me.

Polo?

Me, polo?

The gentleman's game.

Oh, thank you,
Maxim...

Yes, and maybe
you'd like

to play some tennis
and golf with us.

Oh, what wonderful
brothers.

Two swell persons
to have as my own,

my brothers own.

And Mother and brothers
and all.

Uh, Fella, the brandy,
please.

Oh, yes,
Mother.

I'll...
Excuse me.

To love the prime
meat ribs. To...

It's a wonder...
I'm so glad that you...

I'll hope to always have
more of this.

Don't you think you're going
a little too far,

playing tennis
with him?

And golf? And polo?

I'll make him so tired
he won't be able to wake up.

Then he'll
finish his dream.

They loved
the prime ribs.

Oh, Father
was so right.

"Love, and thee shall be
loved in return."

Just like on the ring.

How wise Father was.

"Love thy neighbor.

"Love him hard and well.

"The love that you give

"will be returned
and manifested in itself

"to give back the warmth
and the care

"and the affection,

"as well as the hugs
and the loves

"of those who have loved.

"To live

"and not to love

"could be affectionate,

"but yet warmth

"would still
maintain itself

"in the love
that you give to them.

"Oh, others have loved
in the past

"and yet have found
that they couldn't be hate.

"So with love

"it is the beneficial part
of giving.

"Many children in the past
have loved

"and had yet found that they
couldn't possibly know

anyone with kissing and wisdom,
with hugging..."

¶ Everybody ¶

¶ Needs to care ¶

¶ For somebody ¶

¶ All your dreams were meant ¶

¶ To share ¶

¶ With somebody ¶

¶ Someone to have ¶

¶ A midnight cup of tea with ¶

¶ To have and hold ¶

¶ And sometimes ¶

¶ Disagree with ¶

¶ Oh, it's wonderful ¶

¶ To live for somebody ¶

¶ And the most you have
To give is ¶

¶ Your love ¶

¶ In a cabin or a castle ¶

¶ Even though you rise
Or fall ¶

¶ Without somebody ¶

¶ You're nobody ¶

¶ At all ¶

Where's our pigeon?

He's getting dressed.

He's wearing one
of my outfits.

Our pigeon?

Well, I hate
to say this, Max,

but I think your idea
will work.

He'll never wake up

after the exercise
I give him.

I hope that you make out as well
with the princess.

I'll try.

I'm brushing up
at Arthur Murray's.

Hey, Maxie,
I'm dressed.

Is that polo?

That's the gentle...

It's not a very gentle
gentleman's...

I thought it was that game

where you hit the ball
through that, uh, steel

and it just goes.

But that's a...
A high horse.

I don't wanna be
no gentle...

game.
I don't need that.

I don't want it.

Come on.
I don't want it.

I don't, no.
I thought it was another game.

No, I... Well, hold it.
All right, hold it, hold it.

I'll walk.
I'll walk.

I... I'm not ascared
and I'm not a coward,

if that's the game.

I'm a coward
and they're high-tall.

You better drag because I'll
never do it on my...

I'm frightened.

Has he come out
again?

Come out? He could hardly
drag himself in.

Ha-fa-fa-fa-fa.

Listen...

if we find out
where the money is,

we don't tell
the old lady.

We keep it
to ourselves, huh?

Right.

Here's the late news.

As you know,
the Princess Charming,

of the Grand Duchy
of Morovia,

is due to arrive
in our city on Saturday.

But what is interesting
is what is behind this visit.

There is speculation
in government circles

as to the reason
for the princess' visit.

The State Department states
it is merely a goodwill tour,

but those closer
to Her Royal Highness

claim she is here looking
for a suitable husband.

If this is true,

there's a very lucky
American somewhere.

This gal is a knockout,
fellas.

And now, back to
marvelous meditation music.

Oh, nice...

Oh...

Hello, Father.

Where have you been?

I was looking forward
to seeing you again.

Daddy. Pop.

You look very warm.

Your whole head
is all perspired.

Where were you?

Oh...

yes, it is very hot
down there,

isn't it?

I'm glad to see you again,
Father, Papa, Dad.

What?

Me? I am?

Rich?

With millions?

You mean, I'll be
a wealthy millionaire?

A rich wealthy.

Oh, a wealthy rich
millions.

Millions, and I have
millions and millions?

That's rich to be.

Millions and millions
rich is good.

And... And with
all of that money,

then I can buy

my lovely precious
stepmother

a warm sweater

with sequins
on it.

What?

Yes, Daddy.

You want to show me
where the money is hidden?

You want me
to go with you to see?

Oh, all right.

I want to see where

all of that

millions of rich
dollars are.

I'll... I'll go
with you, Father,

because I want
to see all...

All the wealthy money.

That's...

rich dollars.

To have
millions of...

What?

You want me to go...?

Oh, out the window.

Oh, is that...?

Is that where
all the moneys are, Father?

Oh.

Well, then, I'll just go
and look.

Oh, all right,

I will close...

Oooh!

What, Daddy?

Two?

Oh, all right.

This is Del Moore,
ladies and gentlemen,

with the NBC mobile unit

in the exclusive
Bel Air section,

here in Los Angeles.

And we're in front of
the famous Kingston estate,

awaiting the arrival

of the Princess Charming,
of the Grand Duchy of Morovia,

who is due to arrive
momentarily.

Now, the princess,
as you know

from the newsreels and
the newspaper photos,

is one of the most beautiful
members of European royalty.

And, of course,
she will be in our city

as the guest of
Mrs. Roland Kingston,

whose great-grandfather,
the Duke, uh, Val... Vladimir,

was related to the Archduke
Maximilian Rupert Lupin

of the Duchy of Morovia.

And she'll be here for a week

before starting her tour
here in the United States.

Here she comes,
with a complete entourage,

coming in from the airport
with the escort.

And for the ladies watching,
I might mention

that she's wearing
the national color

of periwinkle blue.

A blue-gray periwinkle,
actually,

which is
the national color...

Wowie.

Is she beautiful.

Indeed she is,
my boy.

Hello, Fella.

Hello, mister.

Did you see
the Princess Charming?

Yes.

And as you said,
she's beautiful.

Yeah, huh. Gee, I'd like
to see her up close.

But I can't.
They got me locked in here.

They don't want her to know
that I'm any part of the family.

Oh, you'll see her.

No, not a chance.

They hired
a whole staff of help

to do the work
that I do.

And they locked me in this...

They locked...

How did you get in here?

I'm a people.

I can get in anywhere.

Oh, really? Like magic,
you just pop on and pop off?

Just like
an electric light bulb.

I was talking to Thomas Edison
about that.

Really? Thomas Edison?

Oh.

Well, I... I'm very glad
to see you,

although I don't know
who you are.

Oh, yeah.

You're with the FBI,
and you're incognito

and you're just here to protect
the princess, right?

No.
No?

I can't lie
to you, Fella.

I'm not from the FBI.

I am your godfather.

Your fairy godfather.

Godfather?

Fairy godfather?
You... Like in a fairy tale?

No, you're from the FBI.

What are you guys doing,
playing games or something?

Oh, this is
no game, Fella.

I am exactly

like Cinderella's
fairy godmother.

As a matter of fact...

I personally handled
Cindy's case.

You... You handled
her case.

Why... Why don't you
just sit down?

I think you'll feel
much better.

Oh...

Perhaps you better
sit down, huh?

I should... I should?
Mm-hmm.

You mean, you would
rather have

me sit...

down?

I hope this doesn't sound
like braggadocio...

because really, I'm a...
A very modest fairy godfather.

Oh.

But it wasn't a godmother
that Cinderella had.

No?

It was me.

It was you.

It was me.

Yes.

You see, Fella,

the women reporters
of that period,

they wrote the story.

So naturally, they attributed
my magic to a woman.

Women are strange, Fella.

They're like the Russians.

They want credit for
inventing everything.

Uh... Well, I-I-I...

I like you,
uh, ahem.

I like you very much.

And, uh...

Except that,
I just, well...

I don't believe in fairy tales,
you see.

Like Cinderella and...

I just don't believe in them.

Oh, well, you have just voiced
a perfectly normal reaction.

But you have to believe,

or we won't be able
to work together.

Well, I, uh...

Work together?

Godfather, Cinderella.

What are you trying
to say?

Hate to be corny, boy...

but you force me.

Cindy!

Cindy!

Good day to you,
Godfather.

Now do you
believe me?

No. It's... It's...

It's a trick.

Like on TV.

With those magicians
that saw the women in half.

Oh, no, no,
she's real.

You can touch her.

She's real. Touch her?
I could walk right through her.

This is a trick.
She's a "marrage."

I can walk right through.
I've seen...

If I weren't
a married woman...

Ooh.
Ooh, she's real.

Yeah, I mean... Ho!

Oh, I'm sorry.

You're married to
the Prince Charming.

Mrs. Charming,
I'm glad to...

Cinderella, Mrs. Charming.
I mean...

Oh, huh-hooooo...

You believe now,
eh, Fella?

No, I don't. I know
the story of Cinderella.

She didn't wear shoes,
she wore glass slippers.

Oh, you're right.

But that was with
her ball gown.

Real glass?

Unbreakable, sire.

Early laminated
windshield glass.

I'd better go now,
Godfather.

The Prince is waiting.

It was so nice to see you again.

So nice to see you again,
Godfather.

Delighted to have
met you, sire.

Oh, also very good
to meet up you.

And you'll love
living in a castle.

Castles are so roomy.

So much more comfortable
than tract houses.

Yeah, that's true, some houses
are not the same as...

Miss Person? Lady?

Goodbye,
Cinderella.

I mean,
Mrs. Charming.

Goodbye.

Me, living
in a castle?

What did she mean,
I would live in a castle?

Fella, you do believe that
I'm your fairy godfather?

Oh, oh, yes, sire.
Yes, sir, I do.

Then you will believe
what I tell you now?

Oh, yes, without a doubt,
I will.

Good.

Fella...

you have been chosen
to rectify all the great wrongs

brought about by
the original Cinderella story.

Through the centuries,
the women of the world,

influenced by the legend
of Cinderella, have waited.

Waited for their
Prince Charmings

to come galloping out
of the wild blue yonder

on their white horses

to claim
their hands in marriage.

Yeah, I... I read
that once.

But there was only
one Prince Charming.

And when he didn't appear,

these women married
the closest available man.

And they were
forever after miserable,

because they always regretted,
and they felt that, uh...

Well, that they had
taken second best.

But what is worse,

they made their
poor husbands miserable

because the poor fellow
wasn't a prince.

Oh, the Cinderella legend

has brought nothing
but dissatisfaction

to the hearts of women

and their husbands
have taken the brunt of it.

It's... It's not fair.

I won't bother you with
actual statistics, Fella,

but the unhappy husbands
of the world

are crying for help.

They're crying
for a chance to get even.

It's time for a change.

And you have been chosen
to bring out that change.

Change? Out?
Chosen me?

I'm...?
Who chosen?

Oh, you have been
chosen by the head man.

The head man?

The head man.

The Chairman of the
Board of Directors

of All Fairy Godfathers.

And the Society
for the Prevention

of Distorting the Truth
in Fairy Tales,

and the Committee
for the Preservation

of Sanity to Married Men.

Chairman of the board?

You had a meeting?

A meeting?

Why, we argued
like a summit.

Of course, there were those
who were against you.

What did I
do to them?

Oh, they just thought
that the one chosen

should be tall
and handsome and clever.

But I fought for you.

I said you were perfect
for the task,

because you're
just ordinary.

You're not tall,
you're not handsome,

and you're anything
but clever.

Thank you, Godfather,
for taking my part.

Oh, ho, ho, that's all right,
that's all right.

I appreciate it.

Would you?
Oh, no, thank you.

The filters
make me cough.
Mm-hm.

So you are the one who is
going to settle the score

for all the downtrodden
married men.

And when we finish,

the married men of the world
will be able

to look their wives
in the face,

that is, if they have
their makeup on,

and put them
in their place.

I can hear
the husbands saying...

"Why wasn't I lucky
like Fella?"

"He's not handsome,
he's not tall, he's not clever,

"but he ended up married
to a beautiful princess,

instead of you."

You see, Fella,

the men will be able

to get even for centuries
of female abuse.

But best of all,

the best part of it is,
that men and women

will learn to be happy
with each other as they are.

I see,
I get it now.

Ordinary people
will accept one another.

Ordinary people will be
satisfied with one another.

Yeah.

Sure. They won't be looking
around for something better.

Now you've got the idea, Fella.
That's the idea.

Yeah. "Boy,
that Fella was lucky.

"He was an ordinary guy.

"He wasn't tall,
he wasn't handsome.

"He wasn't even clever.

"And yet...

he ended up marrying
a beautiful princess."

That'll teach
those nagging wives,

won't it,
Father Fairygod... sir?

It sure will, Fella.
It sure will.

Fella!

Jack and Jill!

Fetch a pail of water.

Now, go on,

quickly.
Quickly.

He must marry
the princess.

Oh, thank you
so much, children.

Thank you.

You said you wanted
to see her closer?

Well, there she is,
Fella.

Oh.
Oh, I'm sorry.

Yeah, but...

couldn't I see her
even a little closer?

After all, if she's gonna
be my wife...

Hey,

isn't he holding the future wife
just a little too close?

Oh, ho, stop worrying.

She's all yours,
every bit of her.

Yeah, but I'd like to have
the bits he's holding.

Yuuuuuuh.

Now, you wait
and watch.

I'll be back as soon
as I fix my magic schedule.

Okay.

Shh.
Shh.

But shouldn't I...?
Shh.

What would happen if...?

Shh.

Shh.

Still hugging her
too close.

She's gonna need to...

stop hugging.

He's moving in.

We'll be rich.

Maybe if I bite him.

No.

It's Mother screaming.

What is it?
What happened?

A terrible man, he...

He just...
He just ran away.

And remember,

keep dancing
with Her Highness.

Never let her
out of your arms.

Mother, she'll have
the same royal treatment

I gave
the downstairs maid.

That's my son.

And what
was that?

Well, you all look
very lovely this evening.

And what in the world
are you wearing?

Oh, uh... I got this
out of the cellar.

This was my father's.

You remember.
He wore this

the day he married you,
Stepmother.

Well, I was just going upstairs
to tuck it in here and there.

You'll still look like
a fugitive from Halloween.

Oh, no, it'll be all right,
Rupert.

I'll just cut one sleeve
on the bias here a little bit,

but it'll be fine.

And then where do you think
you're going?

To the ball.

Oh, is that so,
smart alecks?

Well, I was invited
to go to the ball.

I sent out
the invitations.

And you certainly
weren't on the list.

Oh, no, you didn't invite me,
Stepmother.

He invited me.

He? Who's he?

Well, my...

Oh, well,
I was just invited.

Maybe your old man
invited you.

You dreamed it again,
huh, spook?

Maybe your father wanted you
to take out that fat suit

and give it
an airing.

Why don't you wear one of
your mother's old dresses,

and I'll dance
with you.

Don't talk about
my mother.

Take that silly suit
back to the cellar.

And while you're there,
fire the furnace.

We have a small group
coming here after the ball.

Come, boys.
We'll be late.

But I was invited.

Ah, you're dreaming
again.

You're cracking up,
creep.

Well, Maximilian.

I guess Mother knew
what she was doing,

spending the rest of our money
on this little investment.

I'm still banking
on Fella's dream.

If this continues,
we won't need Fella's dream.

Where do I fit in this house?

Am I a man or a mouse?

¶ I've been a mouse
long enough, bub ¶

¶ I might even resign
from The Mickey Mouse Club ¶

¶ There are two kinds of people
In this world ¶

¶ The good guys ¶

¶ And the bad guys ¶

¶ The good guys
Live in sweetness and honey ¶

¶ The bad guys
Wind up having all the fun ¶

¶ And getting all the money ¶

I'm gonna be me in reverse.

I'm sure it couldn't be worse
than what I am now.

A nothing.

A nobody.

¶ You've gotta be sharp ¶

¶ You've gotta be wise ¶

¶ And leave all the dreaming ¶

¶ To those other guys ¶

¶ Only a fool ¶

¶ Bothers to follow
A losing cause ¶

¶ Like believing
In fairy godfathers ¶ ¶

¶ Or in Santa Claus ¶

¶ I'm taking off
I've had it ¶

¶ I'll never be nice anymore ¶

¶ Or walk old women
Across the street anymore ¶

¶ I'm gonna be mean
Hard as nails ¶

¶ Walk on snails ¶

¶ Tie tin can
To puppy dog tails ¶

¶ Who knows? ¶

¶ If I change my ways ¶

¶ I may turn into a person ¶

¶ One of these days ¶

¶ Let me be a person ¶

¶ A social V.I.P. ¶

¶ I'm all through
With going around ¶

¶ As plain old me ¶

¶ I wanna be
A member of Who's Who ¶

¶ If the shoe doesn't fit
I'll get another shoe ¶

¶ I'll see red
Till my blood turns blue ¶

¶ Look out ¶

¶ This Fella ¶

¶ Is finally ¶

¶ Coming ¶

¶ Out ¶

I heard everything you said.
Everything. I'm surprised.

No, I'm not surprised.

I'm appalled

by your lack of faith.

Well, well,
you see...

Actually, let me explain.
You see, the...

The... I... I...

Oh, I see. I...

That's why I changed
this attire.

If you can no longer believe
in your fairy godfather,

maybe it'll be
easier for you

to believe
in a fairy godmother.

I'm up on all this
Oedipus nonsense, you know.

Well, I'm awfully sorry,
Fairy Godmother...

Uh, Godfath... Godfath...

Well, uh,
I hope you forgive me.

I believe you.
Good.

That'll give me a chance
to get rid of this...

silly outfit
that I borrowed.

I borrowed this from

a Halloween witch
I used to date.

It's getting late.

We've got
lots to do.

Uh, excuse me.

Uh, our dance,
Your Highness?

With whom shall I
be dancing?

With one
who is truly...

...fond of you,
and who worships you very much.

Maximilian...

it doesn't
seem possible, but...

that is Corkhead.

Don't be silly,
Mother.

That's a much
older man.

Is it true,
uh, princess,

that you came here
to find a husband?

Let's talk about you.

Haven't we met before?

Uh, we? You and I?
Met before?

Oh, I doubt it.

I... I don't think so.

Yes, we have.

Uh...

Well, I can't lie to you,
princess.

We have met before,
but...

Well, I'm not a duke
or a duchy.

I mean, any of those things
like that.

As a matter of fact,
I'm a phony.

Uh, even the clothes
I'm wearing aren't mine.

I didn't even work
to get this gray hair.

And, uh...

...well, I don't
like a phony...

and I don't think you
should be stuck with one.

I don't understand,
but I'm sure we'll get along.

Well, I think that...

I think I'll have
to get along.

That's my cue.
What do you mean?

What do you mean,
your cue?

Well, what I'm trying
to say is that, uh...

the fish will turn
into the car,

the car that was
the chauffeur's,

the fish
that was my bike.

What?

Well, I can't explain,
but...

I wanna thank you
very much for the dance.

I'll never forget it,
and I'll never forget you.

Come back.

Oh, please,
come back.

¶ In a cabin or a castle ¶

¶ Even though you rise or fall ¶

¶ Without somebody ¶

¶ You're nobody at all ¶

¶ Without somebody ¶

¶ You're nobody at all ¶

We better get home before
the last stroke of midnight.

Otherwise my car
will turn back to a bike,

and you'll be a fish again,
and out of water

you won't be able to breathe,
and I'll have a fishy bike.

The change has started.

Wait a minute.

Watch it.
Watch it.

Don't waste the water.
You need all you can get.

It's happening!
Here, fish. Rest.

Don't you worry, fish.

What's the difference
what transportation we have,

as long as you drink?

Keep breathing.
Keep breathing, fish.

That's it. Breathe deep.

Where's your, uh...?

Your little red...
jacket?

What red jacket?
You know which one I mean.

Why don't you have
the little red coat, baby?

What are you talking
about, Maxie?

If you have
red coat,

it means that you have
a little bit of...

money, money.

Money?
Millions. Money.

What money?
What are you talking about?

Oh, come on, baby.
Let's have a little money.

Max, I don't know, that's all
you ever talk about is...

I don't know...
I don't know what

you're talking about,
money.

Look, baby, I'm gonna
give you three seconds

to tell me where the money is,
before I bop you on your bopper.

Max, that's real important
to you, money?

That's all you really
care about.

Well...
Mmm.

Well, I know
where the money is.

I always knew where
the money is, Max.

And if you really
want the money...

you're gonna get it,
Maxie.

You don't have
to leave the house.

You can stay now.

You can afford it.

But the money is yours.

Your father left it
for you.

Yes, but you've always
loved money, Stepmother.

Your boys have always
loved money.

And you've put up with me all
these years hoping to get it.

Well, here it is.

I hope you'll
all be very happy.

And now, you don't have
to put up with me any longer.

Fella.

I'm sorry.

Leave that alone.

It's Fella's.

Hello, Fella.

Hello...

How...? How'd you know
my name?

Have we
met before?

I think so.

But that's not important
at the moment.

You see, I...

I'm working my way
through college.

I'm selling shoes.

I have a sample
right here.

Would...? Would you be
interested in a shoe like this?

Please try it on.

I'm sure it would fit you
perfectly.

No. I think that would be
just a little too big for me.

Well,
good luck.

I have to be
getting along.

Fella...

...I love you.

You can't love me.

But I do.

Ple... Please listen
to me.

It's no good.

You're a person
and I'm a people.

I'm a girl.

You're a princess.

Well, is...?
Isn't a princess a girl?

Well, then I'm...
I'm just an ordinary fella.

Well, I...
I'm just...

an ordinary girl
princess.

Well, you certainly
don't look ordinary.

But I can.

It's just like
you said, Fella.

Don't... Don't let
the clothes fool you.

Oh, it's more
than that.

It... It's no good.
No, Fella.

It's just like you said.
It's just the clothes.

It's no good. I'm a people
and you're a person,

and it... It just won't...
Fella...

...m-m-mix, that's all.

Fella, please listen to me.
Fella.

Fella, please look at me.
Please.

Just, please.

Come back, Fella.
I love you.

¶ Someone to have ¶

¶ A midnight ¶

¶ Cup of tea with ¶

¶ To have and hold ¶

¶ Sometimes ¶

¶ Disagree with ¶

¶ Oh, it's wonderful to live ¶

¶ For somebody ¶

¶ And the most you have to give
¶

¶ Is your love ¶