All language subtitles for Once.Upon.a.Time.1944.1080p

Taxi. Taxi.

Get your morning paper.

I don't mind the show being
bad, but why so long?

Flynn gave me the tickets.
I had to show up.

The next time, bring your wife.

We should have believed
the critic.

I don't know about you, sugar,
but I loved it.

Six dollar pass and three
hours wasted.

So what?
Tomorrow I'm a busboy.

Yeah, but where else does
a poor guy get into a uniform?

Curtain.

Namward.

It's a good thing we have
equity to guarantee
our salaries.

Vivienne De Beer.

Ten performances! He said it'd
run two years.

Eddie Park.

Three flops in a row and
what flops.

Anne Freeman.

Hurry up, Moke, before Flynn
comes to alibi this turkey.

I wish Flynn was a heel,
then I wouldn't feel so bad.

What makes you think he isn't?

Well, he's been very nice to me!

What do you expect from the
Moke? Somebody oughta paste
him!

Well, everyone's been paid off
and that, my friend, is that.

Story of my life, Moke.

Short story...

Flynn wins public,

Flynn loses public.

Look at those notices we got
in 1934. Three smash hits

five road companies.

And I kept on winning right
through '35 and '36.

That was the year I built this
theater.

The Flynn Theater.

My personal monument.

May I bring you up to date?

How soon are we moving out
of this personal monument?

Before somebody asks us out?

I accept your resignation.

Who resigned?

If you didn't, then you're
fired.

Who needs the money?

Oh, look, Jerry, you're taking
this all too serious.

Where is it a crime for a guy
not to hit the jackpot every
time?

So, you're only a part-time
genius.

So, you're resting between
miracles.

Okay, comes the dawn...

you're a genius again.

Even a champ gets knocked out
sometimes.

Not that you're not that,
you understand.

Ah, you're right, Moke.

The critics were right.
I should have had my head
examined.

A rank amateur would have
known better than to put on
a show like that.

Hello, Flynn.

I just caught your show.

Pretty bad, wasn't it?

Since when have bankers been
critics?

I hope you won't mind,

I took the liberty of showing
some people through your
theater today.

They were crazy about your
office.

Very much impressed with your
taste.

They're thinking of buying it.

I'm not thinking of selling.

Your note for 100,000 dollars
comes due at the end of the
week.

There's a rumor around town
that you won't meet it.

I didn't spend my life
building this monument

so that someone like you could
come and tell me when to
get out.

I built it, I'm gonna keep it.
You're gonna give me an
extension of time.

No extension. One week.

What? You mean to stand there
and tell me that

you're gonna deprive the
public of a chance to see
Jerry Flynn shows?

Like the one I just saw?

McKenzie.

I've won more Pulitzer Prizes
and critics' awards than any
other man in show business.

Stop living in the past.

You've had three flops in a row.

You asked for an extension
after the first one and the
second one

and now you're asking again.

Come on now, Flynn. You've
been fooling this
town long enough.

There isn't another banker
in the city would lend you
a quarter.

You're through, Flynn.

Do you hear that, Moke?
He says I'm through.

Tell him the ideas I had.
Tell him the show I'm
putting on.

Tell him how it's going to
make theatrical history.
Go on, tell him.

Well, you see,
in this production...

Never mind, I'll tell him
myself. Look, McKenzie...

What does the public need
in times like these?

Escape.

And escape through beauty.

Ah, beauty.

I'm the man that can give
it to them.

When the curtain goes up,
where are we? We're in Egypt!

Pyramids mirrored in the lake.

And off in the distance,
the Sphynx. The riddle
of the ages!

- Can't you see it, McKenzie?
- Sphynx?

Yes! One great panorama.
The mysticism of the East.

And through it all, the story
of man's soul struggling up
through the turmoil.

- Yeah! Pyramids!
- That's right!

We'll break out the first
four rows of seats.

- That'll cost money.
- It'll give the stage greater
depth.

We'll break down part of the
proscenium arch if necessary.

Make a note of that,
I'll do that tomorrow.

McKenzie...

I'll give them beauty such as
they've never seen.

Beauty that'll make them
escape from this crazy,
upside-down world.

And they'll hear music!

200 voices...

blending in celestial harmony!

- Beautiful.
- Yes. A song of triumph!

Yes, yes.

Yes! Yeah...

No.

No, that's the way you sold
me the last time.

You're not gonna do that
to me again.

McKenzie, wait! You haven't
heard about the
transformation.

Man regaining the paradise
that was lost!

One week.

One week...

Say...

That Sphynx. That was great.

- Hmm?
- What Sphynx?

Why, the one with the pyramids.

Oh, but Jerry.

Man's soul struggling up
through the turmoil.

When are we going to rehearsal?

What, with this?

I know, but the mysticism
of the East!

- Bah...
- So what did you give McKenzie
all of that for?

Well, you know me.
I get lonely when I can't hear
myself talk.

I'll put out the lights
and meet you outside.

Good night, pop.

Good night, Mr. Flynn.

Hey, Pinky. Look what I found.

Maybe it belongs to that
man over there.

What man?

You oughta give him a look
for his nickel

if it's his.

Hey mister, did you
lose something?

Just a theater.

Come on, Pinky. The nickel
ain't his.

Wait a minute.

Did you lose a nickel?

I didn't lose it, son.

I threw it over my shoulder
for luck.

See, I told you it's his.

So he's got a right to look.

Go on, fatso. Hold up the box.

He's the only customer we
ever got.

Please, mister. Take a look
so we can go home.

Alright, go on. Play.

- What is that?
- We want you to look.

Look at what?

A trained caterpillar.

- A trained caterpillar?
- Sure.

He dances.

Bend down real close and watch.

That's enough. He's got his
nickel's worth.

Take it easy.

Now he stopped dancing.

He stopped when you did.

Sure. That's the way Pinky
trained him.

Beat it, Pinky! The cops!

Was they bothering you,
Mr. Flynn?

Hmm? Oh, no, no.

No, they just had a dancing
caterpillar.

Oh... They had a what?

Caterpillar.

Most remarkable thing
I've ever seen.

Stood right up and danced.

Mr. Flynn...

I've known you for years.

So maybe you've had a few
flops, but you'll get over it.

And before you know it you'll...

The kid had it

in a box, I mean...

- A box...
- Yeah, yeah. I know.

But if you was to go away
to a nice quiet place

with mountains and trees
and streams...

He danced!

Who danced?

The caterpillar.

Yeah, I know.

I know a little place upstate.

Me brother-in-law went to it.

I'm telling you he danced!

Yeah, yeah. I know.

But the green trees...

The streams, Mr. Flynn.

A dancing caterpillar. Doesn't
that mean anything to you?

It means you've gotta go
upstate for arrest.

Well, what do you say?
Let's go and eat.

He danced!

Come on out, fellas.
I wanna talk to you.

- Cop gone?
- Sure. Don't be afraid.
I told him we were friends.

Look...

Do you mind if I have another
look?

I wanna be sure I've seen what
I've seen.

Got another nickel?

Oh, let him have another look
at Curly for free.

Thanks.

What are we giving, a benefit?

Hey.

Does Curly dance to any other
kind of music?

Nope. Only Yes, Sir That's
My Baby.

Have you tried any other tunes?

Oh yes, but he only likes
this one.

Hey we'd better go home.
It must be getting late.

- Good night.
- Good night.

Hey, fellas.

Look, do you wanna sell Curly?

- How much?
- Wait a minute, fatso.

I own Curly and I don't
wanna sell him.

Well...

Well, why not?

Well, because I...

Well...

Just because.

On account of he's stuck on him.

Shut up, fatso.

I just don't wanna sell him,
that's all.

Not even for a dollar.

Not even for two dollars.

He's my pet.

I trained him from a pup.

Look, Pinky.

I know exactly how you feel.

Now, let's sit down here
and talk it over, man to man.

Pinky...

This caterpillar may be quite
valuable.

By the time I get through with
it, I think we could sell it
for a fortune.

Oh, I could never sell Curly.

He'd die without me.

He'd die without you?

I'll never sell Curly.

Well... That isn't what
I meant.

Now, look.

What do you say you and I
become partners?

Partners?

Does that mean Curly stays
with me?

Sure. Curly will come with us

and then Curly will be
our client.

What do you mean, client?

Well, that's something you
wouldn't understand.

I'd have to explain that
to your parents.

He ain't got no parents.
He's an orphan.

I got a sister.

All right, well then we'll
explain it to her.

Say, would you mind playing
the harmonica again?

I just wanna have another look.

Boy, what a story this will
make for the newspapers.

You mean Curly's gonna get
his name in the papers?

- Maybe.
- He'd be the happiest
caterpillar in the world

- if he knew it.
- I'll tell him.

He understands everything I say.

I'm always talking to him.

You mean...
he understands you?

Sure he does.

You talked to him?

Only when we're alone.

Hey, play it once more,
will you?

Go on, play it.

Well?

What are you doing
with my brother?

- Brother?
- That's me.

Hello, Flynn.

Flynn?

That's me.

- Jerry Flynn.
- Looks like you're suspected
of kidnapping.

Did... Did you say...

Jerry Flynn?

- Yes, you've heard of me?
- Well, yes I have. You see...

I'm in show business too.

Chorus.

Mr. Flynn, it's pretty
upsetting

to come home tired out,
after you've done four shows
and...

and find your brother's missing.

I hope you understand.

I understand.

But in a way, I'm glad
it happened.

You see...

I'm interested in your
brother's caterpillar.

You see, we're going places.

With the caterpillar?

Yes.

Well, I'm sorry, Mr. Flynn.

Good night.

Wait a minute, wait a minute.

You can't take him away.
That caterpillar's too
important.

Well, Mr. Flynn, I'll be
very happy not to have it...

Hey! Jeannie!

You can't take Curly
away from me!

See, Jeannie?

I mean Miss...

Thompson.

See, Mrs. Thompson?
That's why I want him
to become my partner.

The partner of
a 9-year-old boy?

Yes. I could build that
caterpillar up into something
big

if you'd just leave the boy
in my hands. After all, you
know who I am.

Well, yes I know who you are
but...

Well, I don't want my brother
mixed up in any fantastic idea
about...

about caterpillars.

Good night, Mr. Flynn.

He's gonna get it.

What am I talking about?
I'm gonna get it.

Hey, wait, fatso.
Look.

Tell Pinky to come over to
the Hotel Esquire first thing
in the morning

and tell him to bring Curly.

- Okay, Mr. Flynn.
- Hey, wait.

- Don't let his sister know.
- I won't.

Mr. Flynn, are you sure
you're all right?

Certainly. That caterpillar
really dances!

Good night, Mr. Flynn.
We gotta see a man about
a singing dog.

Well... What can I do for you,
sonny?

I'm Pinky Thompson.
Mr. Flynn wants to see me.

Oh, yes. Mr. Flynn said for
you to go right up.

- 1824. There's the elevator.
- Thank you.

What do you want to see
Mr. Flynn for?

Something.

What's in the box?

- Nothing.
- Tell me, little guy.

Kind of young to be a
producer, aint ya?

But we've been carrying
your bill for six months,
Mr. Flynn.

Ordinarily, we wouldn't bring
this up.

It wouldn't be necessary
to pay the whole thing.
Just a token payment.

Anything.

Pinky!

Oh, I'm glad you're here, fella.

- How are you?
- Fine.

That's all, gentlemen.

Get out quicker.
Please, quicker.

Oh, am I glad you're here.

You two know each other?

Pinky, the Moke.

Moke, this is Pinky.

- Hi.
- Hi.

My partner.

- Your what?
- Partner.

Hey, how's Curly this morning?

He's fine.

Good, good. 'Cause he's gonna
be a busy little fella.

Say...

- He doesn't get sick, does he?
- Oh, no.

He's as strong as a full back.

Good. That's all I wanted
to hear.

We've got to keep him
in tip-top shape.

- Have you had
your breakfast yet?
- No.

We had to sneak out of the
house before my sister got up.

I'll order some right away.

Hey, wait a minute.

What goes on here?

A miracle.

I'm holding on to my theater.

Room service, please.

You got a hold of the hundred
grand? How'd you do it?

This is Flynn.

I want some orange juice,
buttered toast, scrambled eggs
and coffee.

How about the same
for you, Pinky?

Could I have a hotdog with
mustard and ice cream
and sauerkraut?

Do you always have that
for breakfast?

No, that's why I wanna have
it now.

Okay.

I want a frankfurter.
Give it the works.

With some ice cream.

Just a minute. What about you,
Moke? What do you want?

I wanna see that money.

You'll see it, but I haven't
got it in cash.

Mr. Flynn

Curly would like some
cabbage leaves.

Raw.

Expecting company?

No.

One order of cabbage leaves.

No dressing.

Who are the cabbage leaves for?

Curly.

Oh, for Curly.

Look.

If you haven't got any cash,
you're sure the
cheque is good?

No check.

No cash, no check.
You're sure you got it?

I got it.

It's right here in this box.

Oh, it's jewels, huh?

You got the kid handing
out jewels?

No jewels.

No cash, no check, no jewels.
I give up.

What shape's it in?

A caterpillar.

Caterpillar?

Oh, one out of a museum?

I saw a diamond with
a curse on it there.

No, a live caterpillar.

A fuzzy, little, brown
caterpillar and he dances.

Soft shoe or buck and wing?

Or maybe he does taps too, huh?

Pinky, show him.

Look right in there.

- I'm gonna see
a caterpillar dance?
- That's right.

You sure your partner ain't
got you on the bubblegum?

Now, what do you see?

A worm, wiggling.

Now what do you see?

A worm stopped wiggling.

Now do you get it?

Do you see what I mean?

All I could see was a worm.

Yes... A worm.

And a worm that dances.

Now, look, Moke...

That little worm...

A little worm...

was crawling around
in the dirt...

and a little boy came up to it

and picked it up.

And then he played the harmonica

and the caterpillar heard
the music.

And inside his fuzzy little
body, something clicked.

It raised its head and danced.

You don't say.

Why, that's something out of
old books and fairy-tales.

Something about magic lamps
and charms.

Wait a minute, Jerry.
You got me dizzy.
What with...

fairytales and lamps
and charms...

Look, so the bug walks,
so he wiggles

so he crawls, so he dances.

Even if he stood on his head,
do you think that would save
your theater?

Nah, nah. Miracle or
no miracle, Jerry.

You don't think you could sell
that bug for 100,000 dollars,
do you?

You're not gonna sell Curly,
are you, Mr. Flynn?

Why, of course not, Pinky.
Who ever heard of
such a thing?

What are you talking about,
Moke?

We'd never sell Curly, would we?

No... Hey...

The waiter will be here in
a few minutes. Start eating
right away.

Don't wait for me.

I've got a few things I wanna
talk over with the Moke.

- I'll be right back.
- Okay.

Hey, Pinky!

- Show these pictures to Curly.
- Okay, thanks!

Look, don't ever mention
anything about selling.

He thinks Curly would die
without him. That boy's
an idealist.

What's all the rush?
Where are we going?

You're going. You're gonna
do something for me.

You bet I am. I'm gonna
get you a doctor.

I'm not crazy, Moke.

Caterpillars come and go
but that one has talent.

And by the time I get through
telling the public what
he means...

What does he mean?

- I don't know yet.
- Just what I thought.
-I'll think of something.

I'll give it significance,
importance, greatness.

They'll believe anything
I want them to believe.

Moke...

I'm a showman.

And in that box, I know I've
got the greatest show
of all time.

I'll build Curly up into
a dancing goldmine.

I still say, "So the
caterpillar dances, so what?"

I want you to go to all the
newspapers. Get a hold of
their best feature writers.

Feature roll? Jerry, not that.

Just that. Tell them Jerry
Flynn's got a great story,

something sensational,
and try to get them here
this afternoon.

Oh, look. I can't tell them
about no caterpillar
that can dance.

Not if there's a horse
that can run.

Your job is to get them here.
I'll do the talking.

- Oh, come on, Jerry.
- Come on.

And that, gentlemen, is
the story of how I found
fantasy...

on the sidewalk

outside my theater.

I had to look into that box
three times before I could
believe my eyes.

Because I was just
as skeptical as you
must be now.

Well, I'd...

I'd rather not say anymore
about it. I'd just like you
to look for yourselves.

Oh, and I want you to meet the
little boy in that fantasy,

Pinky Thompson.
Stand up, Pinky.

And there in that box

is Curly,

a caterpillar that responds
to music.

And believe it or not,
he dances.

Play, Pinky.

Here, Brandt.

Gaze upon the wonder
of the ages.

Flynn,

I listened as patiently
as I could to that dribble.

Somehow I've been able
to control my temper.

I can't speak for the others
but I can tell you what
I think of you.

You have the unmitigated gall

to send your stooge down
to my newspaper office

and drag me here to peek
into a shoebox.

There's a war going on!

Or haven't you heard?

- Where's my hat?
- I'm sorry you feel that way
about it, Brandt. Hey, Stacy.

Take a look in here and tell
Brandt how wrong he is.
Play, Pinky.

Flynn, you're not going to
exploit that caterpillar
through my column.

That's only a cheap attempt
to grab publicity for that
theater you're losing.

I keep faith in my readers.

Hey, Joe.

Joe, you've always had belief
in me. Come on, look, fella,
will you? Go on, Pinky!

And have him tell all the
other caterpillars? Uh-uh.

What I wanna see is a plate
of ham and eggs.

Imagine missing lunch
to interview a caterpillar!

But, Harry! I couldn't believe
it either until I saw it with
my own eyes!

Oh, give me a break, Jerry.

I won't print a word of it.

Boys, don't pass up this story!

What story?

He means the obituary
of a showman.

Not me!
Pinky and the caterpillar!

Let me know when Curly
puts on a uniform and bombs
Tokyo.

That's a story I can use.

Well, Jerry, I guess I'll blow.

I got a hot poker game on
tonight. I better go home and
mark some cards.

One of us has got to
make a living.

So long.

Don't feel bad, Mr. Flynn.

I don't care what they said
about Curly.

Well, nothing personal,
I assure you, Pinky. But you
saw what happened.

We just didn't make a go
of it, that's all.

You mean we're not gonna
be partners anymore?

Well, maybe Curly needs
a little more experience, huh?

You mean you don't believe
in Curly anymore.

Maybe we rushed him before
he was ready.

Sawyer? Brandt.

Just a waste of time.

Jerry Flynn, the former big
Broadway producer's
gone balmy.

He had us all up here
to see a dancing caterpillar.

How do I know how
a caterpillar would dance?

I'll be back in five minutes.

I know, Mr. Flynn.

You're quitting.

It's okay with me, only...

Only Curly...

Curly ain't gonna understand.

He's gonna feel bad
when I tell him.

Mmm... He'll get over it.

Well...

So long.

So long, Pinky.

Mr. Flynn...

- Yeah?
- Did you ever do
anything wrong?

Well, I guess I have.

Well, this is the
wrongest thing you've ever
done in your life.

Well, maybe it is, Pinky.

- Hello?
- I just overheard a newspaper
man say that you had a...

a dancing caterpillar.

I had a dancing caterpillar
but nobody seemed to think
much about it.

- Who is it?
- This is Gabriel Heatter.

- Gabriel Heater?
- Now, if it really dances...

I'm interested.

You are?

Well, hold on!

Don't go away!

Pinky!

Pinky!

You are right. I was doing
the wrongest thing I ever did.

Stay there, Pinky.

Hello, Mr. Heater?

Sorry to keep you waiting.
You can come right up
and see him now.

I can't see him now.
I have my evening broadcast
to prepare.

I could see you later tonight.

Or if you prefer, come up
to my office this afternoon.

We'll be right over.

Pinky, come on.
Smile, boy, smile.

Curly's gonna get another
chance. Somebody wants
to see him!

Somebody who speaks
to millions of people
on the radio everyday.

Come along, partner.

So goes the news for today.

And now, my friends,
I would like to tell you
a story

which probably should begin

with "once upon a time,"

because it's a fairytale

and I witnessed it
this afternoon.

Not long ago, a little boy,
Pinky Thompson

walked along the streets
of this city, carrying a
battered, old mouth-organ.

And as he ambled along,
he played on his harmonica

a brash, jolly tune,
Yes, Sir That's My Baby.

That day he chanced to see
something very strange
to a city street.

There at his feet was
a caterpillar.

A fuzzy, fat, velvety, brown
caterpillar

crawling slowly across
the hard pavement.

For a moment, he watched it
in fascination.

Then fearful lest it be
trampled by the feet
of the hurrying crowd

he stooped over and carefully
picked it up and

held it tenderly in his hand.

To assure the caterpillar
of his friendliness,

Pinky put his harmonica to his
lips and played a tune to it.

He played his favorite,
Yes, Sir That's My Baby.

Now the caterpillar must have
heard this music.

Because as the boy played on,
this tiny creature

this refugee out of time
and space

began to dance.

Yes, friends, this lowly
caterpillar

looked down upon,
not only by men,

but by birds and bees
and the whole animal kingdom

suddenly stood up and
asserted himself.

Until this time,
no caterpillar known to man

had possessed the skill
or the will to dance.

And yet, when Pinky played
Yes, Sir That's My Baby,

low and behold, Curly...
that's the caterpillar's
name... danced.

And with a human sense
of rhythm.

Pinky took Curly home
and gave him the shelter
of a cardboard box.

As far as they were concerned
it was simply the meeting
of two friends.

Little did they know,
that when they met

a phenomenon had been born.

One of the greatest of all time.

And yet strangely enough

when Pinky tried to interest
other people in watching
his friend perform

some were disinterested.

All the others didn't bother
look because they didn't
believe it was possible.

But something, call it
chance, fate...

coincidence...

brought Pinky to the doors
of Flynn Theater.

Jerry Flynn, the famous
theatrical producer,

who happened to be there
at the moment

and who happens to be a man
of great imagination

did bother to look.

And from that moment on

Jerry Flynn was no longer
interested in his theater
or theatrical productions.

For he knew that he had seen
a fairytale come to life.

Well, ladies and gentlemen

I have seen Curly dance.

Now, perhaps some of you
may think of it as a charming
fantasy

others as a phenomenon.

Perhaps some of you may see
a profound meaning in
the story of Pinky and Curly

but I like to think...

as Curly looks up to
Pinky and dances,

he may be telling us that
we all have someone
to look up to.

That we should all stop
going around with our
eyes in the ground.

That despite all of this grief
and turmoil, there are still
beautiful things in the world.

Perhaps Curly might
be telling us

that if we feel we're crawling
around, lost in the dark
as he was

we should look up.

Look up.

Look up...

- That's all I can tell you.
- No the caterpillar's not
on exhibition.

The caterpillar's name is Curly.

You can write for a copy
of the broadcast.

- Contact Mr. Flynn.
- Write Mr. Heater.

- Mr. Heater did not say
it came from Oz.
- Jerry Flynn...

-can tell you more about it.
- If Mr. Heatter says he
dances, he dances.

Well, I said to my sister,
Jeannie

"Jeannie, can I have a nickel
for some candy?"

She says, "Yes."

So, on my way to the store

I see a caterpillar crossing
the street.

So, I stop to watch it, see?

Well, how'd you get him
to dance?

Well, I started playing
my harmonica.

I played the Beer Barrel Polka
and...

My Country Tis of Thee and...

Jingle Bells and...

and lots more.

But Curly didn't like
any of them.

Then I played
Yes, Sir That's My Baby.

Caterpillar!

He dances!

Jerry.

I just heard the broadcast.
I could hardly believe
my ears.

Just think. Our Curly.

He not only dances,

but he has got a message.

You see? You're not so good
at picking winners anymore.

You mean to say that Curly
has likes and dislikes

just like we have?

Oh, yes.

He has music appreciation
like a real human being.

Well, it's the eighth wonder
of the world.

What is that?
Who ordered that?

Compliment of the manager.

And cabbage leaf

for Curly.

Gentlemen, help yourselves.

Flynn, I recognize you from
your picture.

- Uh-huh.
- Quite a broadcast Heater
made tonight.

Yes, well, Curly's quite
a caterpillar.

Moke?

See that this gentleman
gets a chance to watch
Curly perform.

- Sure.
- I represent Walt Disney.
My name is Dunhill.

- Oh...
- Mickey Mouse Disney?
-Yes.

Mr. Disney heard
the broadcast too.

If this caterpillar is all
Gabriel Heater claims
he is

Mr. Disney might be interested
in buying him.

- For money?
- Naturally.

You mean...

Mr. Disney wants to buy
the rights to use Curly's
name.

Oh, not just the rights,
the caterpillar itself.

He's thinking of making
a picture, using a live
caterpillar

with an animated background.

Well, in that case...

You'd need...

complete possession
of the caterpillar?

Well, of course he's prepared
to pay a reasonable sum.

How reasonable?

Come with me, please.

- Thank you, John.
- Gentlemen of the press,
this is Mr. Dunhill.

How do you do?

Mr. Dunhill represents
Walt Disney.

It seems that Hollywood
wants to buy Curly.

Say, I'd like to get a picture
of him signing his contract.

Well, he's certainly quick at
grabbing up new personalities.

What are you selling him for,
Flynn?

Mr. Flynn...

Mr. Flynn...

You're not selling Curly,
are you?

- Not my half.
- Not my half.

Well, I'm afraid my partner
turned you down, Mr. Dunhill.

Partner?

Oh, caterpillar man...

Oh, hello Brandt.
Come on in, have a drink.

- Caterpillar's sensational.
- Missed a great story, Brandt.

- You better come in.
- No thanks.

I'd like to see you for
a minute, Flynn.

Sure... Mix me a scotch
and soda, will you?

Don't tell me you came back
to peek into a shoebox.

No. I'm not very good at
looking in shoeboxes.

But would you mind if
I brought a couple of fellas
up to your office

tomorrow to have a look?

They're always peeking
into things and they're
very good at it.

Well, bring them along.
Glad to have them.

Thanks.

Brandt...

You don't believe in this
thing, do you?

I can't believe anything
you're connected with.

So you won't stay?

See you tomorrow.

I don't like that guy.
He means trouble.

Go on, what can he do?

Mr. Jerry Flynn, please.

Who should I say is calling?

Don't bother. We'll announce
ourselves.

We were wrong this afternoon,
Jerry.

But we'll make it up to you.

Thanks, Joe. I know you will.

I'm afraid to tell my wife
I saw a dancing caterpillar.

Take Fred along with you
as a witness.

Amazing.

A genius, Mr. Dunhill.
A 20th century Aladdin.

It's all Gabriel Heater says.

Quite a show, isn't it?

Mr. Flynn, I realize you and
your partner want to bring
beauty into the world, but...

Cabbage leaves for Curly.

Gee, Mr. Flynn. We haven't
fed Curly yet.

But they're all dirty now.
They should be washed first.

- I'll take care of it, sir.
- No, you take the tables out.
Hey, Moke.

- Take care of Pinky.
- Oh, sure.

You wash them off and make
them nice and appetizing
for Curly.

- I'm sorry.
- Hurry it up, will you?

I told Mr. Disney you were
nobody's fool

but let's be practical.
That caterpillar has a price,
hasn't it?

- Yes.
- Good.

- It has a price.
- Shall we say four figures?
A thousand?

Let us say 100 times
four figures.

A hundred thousand dollars?
That's preposterous.

That's the price Mr. Disney
would have to meet...

and within a week.

A deal like that can't
be arranged within a week

even if Disney were interested.

One hundred thousand dollars.
No more, no less.

And within the week
because after that, I'm not
interested.

But that's exorbitant!

Yes... What's the market
value of a fairytale?

Supposing Mr. Disney brought
somebody a live Mickey Mouse.

Oh, he sure is hungry.

He's eating like mad.

Look, Moke.

Jeannie!

Uh-oh.

Mr. Flynn...

Jeannie is here...

isn't she?

Isn't she?

Gee...

All the things that
are happening.

Curly's...

on the radio.

Did you...

hear it?

Jeannie! Jeannie, what
are you doing?

You can't take Pinky away!

Take it easy, friend. You're
gonna get into trouble.

- Come back here!
- On the level, she can swear
on a warrant for your arrest.

Now be a good boy
and don't start anything.

What are you doing?

Looks like a gremlin got
in the fairytale. Maybe I
oughta talk business to her.

I've got that caterpillar
under personal contract.

You wanna talk business,
talk to me.

A hundred thousand,
a fantastic price.

Paying to see is Mr. Disney's
business.

I can't answer that, but if
Disney is interested,
I'll be back.

Well there goes our Curly,
message and all.

What are you worried about,
Moke?

Go home. Get yourself
a good night's sleep.

Oh, I couldn't sleep.

I'm sensitive that way.

I'll go and play some
more cards.

Good night, Jerry.

Moke... We've known each other
for years, haven't we?

You've seen me handle these
situations before.

But not like this, Jerry.

But you're forgetting about
tomorrow morning's
newspapers.

When she reads those
headlines, she'll be pleading
to bring that boy back to me.

Pleading.

All I have to do is sit back
and wait.

Wait.

I don't say he dances
and I don't say he don't

but this is something
I gotta see with my own eyes.

Maybe it's reincarnation
or something.

Yeah...

Maybe a thousand years
ago it was Salome.

A dancing caterpillar?

Poo...

Well, why not?

He can't be worse than some of
the worms that's dragged me
around a dance floor.

And in time with the music!

My kid says no caterpillar
for her.

She'll sing along
with Frank Sinatra.

Just have him sign this.
Don't...

Curly quilts. Make bed
the place you wanna go.

I'm sorry, you'll have to
wait for the rest...

I have a contract and all
I wanna make is Curly cookies.

- They melt in your mouth.
- I'm sorry, but...

- What color eyes has he got?
- Mr. Flynn?
-No, Curly.

How much longer do I have to
worry while you wait for
a girl to read the newspapers,

whose phone number is
Bryant 74143?

She sleeps late.

I'd like to get a bet down
before this race.

Let her ring.

Let her ring.

Now?

Now.

Tell her I'm busy. Tell her
I'm taking a sun bath.

Tell her I'll call her back
in a few minutes.

Hello?

Oh yes, he's here.

Well, he's taking a sunbath
right now, Mr. Dunhill.

You'll have to call...

Hello! Good morning,
Mr. Dunhill.

Yes.

Yes. They're wonderful,
aren't they?

Why certainly everything's
straightened out with
the boy's sister,

the moment she read
the morning headlines.

Well, of course you can go
ahead and contact Disney.

Well, let me hear from you soon.

I've got an office filled with
people, all waiting
to see Curly.

Thank you.

What do we do now?
Go back to waiting?

What is that little girl
trying to do? Ruin my life?

- Take the...
- Take the bread and butter
outta my mouth.

Here, I've got a chance to
sell that worm and save
my theater.

Hello?

Just a minute, please.

Miss Thompson.

About time she called.

Hello, Miss Thompson.
Good morning, this is
Jerry Flynn.

Have you read the morning
newspapers?

Yes, sensational, aren't they?
Now, Miss Thompson...

Miss Thompson!

Miss Thompson?

She hung up on you.

Now... Now she's done it.

No chorus girl is gonna shove
Jerry Flynn around.

Find out where she works.
Get the name of that foul
ball theater.

I'll have her fired! When she
snatched that kid away from
me, she was asking for trouble

and that's what she's gonna get!

Find out what Big Mike is doing.

I know what he's doing.
20 years.

Then I'll do the job alone.
I'll get the boy and I'll
get the caterpillar.

If she gives me any trouble
I'll stick her in a
barrel of lime

and throw her in the East River.

That'll give her something
to go to the police about.

Fine. I'll tell Big Mike
you're joining him.

Next time you see me,
that boy will be with me.

Meantime, I'll dig up some
ideas of me own.

Arthur, for the last time,
will you please get up?

How can I get up if I'm sick?

I gotta fever, I have.

You have no fever.
The thermometer says
you're perfectly normal.

Does the thermometer know
I gotta pain right here?

A minute ago, the pain
was in your back.

Can I help it if it moves
around?

Arthur, stop pretending.
Now, get out of that bed.

- Please.
- If I can't go see Mr. Flynn,

I'm gonna stay in bed forever.

- Till I die.
- Oh...

Lunch will be ready
in a few minutes

and it's not being
served in bed.

Curly...

Are you up?

Good.

You listen very carefully,
Curly.

We're gonna run away
to Mr. Flynn

and that's where we belong.

And the whole world
is gonna know about you.

Just like Mr. Flynn said.

You wait and see.

Here. Catch Curly.

You think Curly's all right?

Sure. He's okay, Mr. Flynn.

Come here.

Hey, you know, we make
a good team.

You came around just when
I was gonna run away to you.

Running away's no good.

Your sister will only have
the cops after me again.

She'll be looking for me
any minute.

We better duck in the clubhouse.

Right this way, Mr. Flynn.
Come on, hide.

Well, here it is.

- What?
- The clubhouse.

Come on. Go on in.

I've come to the conclusion
that sister of yours

- is a difficult personality.
- Yeah.

She's a character.
But don't worry, Mr. Flynn.

We're geniuses. Let's think of
something.

Look, bring me up to day.
What's happened so far
this morning?

Ah, she wouldn't let me out.
I tried all my old tricks.

I cried, and I wouldn't eat.
I said I had a fever.

She had the thermometer.

Mr. Flynn, she just wouldn't
give in.

Well how's that gonna do you
any good. If you had a fever,
she wouldn't let you out of

-the house, would she?
- That's right, I don't think
that fast.

- I'm no good without you.
- Eh, it's not easy out there.

This is no time for
kid tricks, Pinky.

- This calls for desperate
measures.
- You mean like Superman?

- Pinky, come here.
- Yeah?

- Which is your window?
- The one with the skylight.

Mhm...

I think I know a way to make
your sister give in.

- You do? Good!
- Yeah, come on back in here.

Arthur, lunch is ready.

You better come out because,
I'm coming in to get you.

Oh, Mr. Snapps,
have you made my new key?

With this house tipsy topsy,
a janitor hasn't got time
for social calls.

Remember, Pinky, when I say,
"All fairytales don't have a
happy ending..."

And I say,
"I wish I was dead."

That's it. And you know what
to do when I say Superman?

Yeah, I know.
Desperate measures.

That's it.
Come on.

Arthur?

Oh, there you are.
And there you are!

Please, Ms. Thompson,
no violence!

I expected something like
this. That's why I came around
here.

- You don't think I... Arthur,
you come in here this minute.
- I'm gonna stay with him.

- Arthur!
- No, no, Pinky.

- Good little boys obey their
sisters.
- I won't go in without you.

Alright, Mr. Flynn.
You come in too.

We might as well settle this
once and for all.

Mr. Flynn, you may be an
important producer,

but I'm not allowing you to
take my 9-year-old brother and
make him your partner.

You've got him believing
that he's a genius!

And to prove it, you've got
his picture plastered all over
the newspaper.

But Jeannie,
you never showed it to me.

Quiet, Svengali.
All this publicity and
bally hoo.

I don't know why you're doing
it, or what you hope to get
out of it, but

but this I do know, Mr. Flynn.
You've upset that boy's life,
and mine.

Running away down fire escapes.

He hasn't eaten all day.
And why?

All because of a silly, little
caterpillar.

I gave you the wrong key.

Get out!

Mr. Flynn,
put yourself in my shoes.

I'm Arthur's only guardian,
his sister. Do you understand?
His sister!

He's my responsibility,
and I'm going to take care
of it!

I came around here to tell you
practically the same thing.

Because if you can't
understand what that
caterpillar has begun to mean

to the world,

or what it could mean to your
brother's future

then we might just as well
forget the whole thing.

Well thank you, Mr. Flynn.

And now, Arthur,
you heard what he said.

- You won't have any more
trouble with me.
- And I assure you, you'll have

- no more trouble with him.
- Oh, yes you will!

- Now, Arthur!
- I won't!

Now, Pinky, you've got to
forget everything that
happened.

The partnership is
hereby dissolved.

- Do you understand?
- No I don't, Mr. Flynn.

He means, dear, that you're
not partners anymore.

And what am I supposed to
say now?

What else is there to say,
Pinky, except goodbye?

You heard what he said,
now say goodbye.

Mr. Flynn, I'm getting
everything mixed up.

Now look, son.
I'm afraid we have to say
goodbye.

And remember this, every
fairytale can't have a happy
ending.

Oh.
I wish I was dead.

Nobody loves me,
I wish I was dead!

Arthur, stop talking like that!

I'm gonna talk like that
because I don't want to live
anymore.

I don't wanna live anymore!

I can't stay here and see that
poor little boy suffer.

- It's too upsetting.
- You're upset?

Look at the condition that
you've left that boy in.

- And now you're walking out.
- Isn't that what you wanted
me to do?

- Yes! I mean... no.
- Mr. Flynn

you'll never see me again.
You'll see, you'll be sorry.

I'm sorry to hear you talk
that way, son. I thought we'd
part good friends.

But I can't deal with you
sister.
I'm no Superman.

Then I must take...
desperate measures.

You come here, Ms. Thompson,
I want to talk to you. Come
outside a moment.

Now you listen to me,
Ms. Thompson.

- You're to blame for that
little boy's condition.
- Who, me?

Yes, you!
I was only doing what
I thought was right.

And I still think I'm right.

But if you can't see the
beauty that the whole world
can see in Curly

that even a 9-year-old boy
can see in him

then I suppose you haven't
even looked at Curly.

I have looked at Curly.
And I can see the beauty
in him.

But it's not to be cheapened
by a lot of bally hoo.

It belongs to that little
boy's world.

Good bye, Mr. Flynn.

Did you call?

Perfect!

Agh!
Come in here!
Don't overdo it!

Isn't it pretty?
I got it out of my mother's
victory garden.

Yeah, it's very pretty,
but it ain't the type.
I'm sorry.

Let's see yours, will ya?

Where's the 50 cents you
promised me?

Well, I gotta audition
them first, don't I?

No talent, no talent.

- You can wait in here,
Ms. Thompson.
- Thank you.

Oh, hello.

Oh, well... excuse me.
Come on, as I told you
before

Mr. Flynn don't want
any caterpillars.

- Right this way,
step lively, please.
- But you said you would...

I said that we don't want
any caterpillars today. Now
take them back to their momma.

You oughtta be ashamed
of yourselves.

The mayor wants a picture
taken of Curly around his
little finger at 4:00.

I'm gonna write a poem
about him.
It starts like this:

Caterpillars mostly squirm,
but Curly is a dancing worm.

Oh Jerry, Ms. Thompson is
here.

I told her we're not in the
caterpillar business anymore.

But we are.

- Hello, been waiting long?
- Just a few minutes.

Pinky

Presenting Jerry Flynn and
Pinky Thompson, partners in
Curly Enterprises.

Look, Jeannie,
my first pair of longies.

Aren't they super duper?

I made Jerry get me everything
like he has.

- Didn't I?
- Yes, you did.

He's got a mind of his
own. You should have seen
him in the shop.

Tie, suit, and hat...

Even the same garters, look!

You certainly have grown
up very fast, Arthur.

Well, Pinky's getting to be
quite a man now.

Moke, you got daughters
like these?

- I've been robbed.
- Arthur!

Pinky, what's the matter with
your sister.
Doesn't she ever smile?

Come here, Pinky.

- Let's stand for inspection,
huh?
- Sure.

Alright, hands first.
Over.
Now ears, right one first.

Now behind the ears.

- This one's gotta go back to
the cleaners.
- Huh? Must be a shadow.

Teeth.

Show us your teeth.
Come one,
let's see your teeth.

Look at that, she's smiling,
Pinky! Hey Moke,
she's smiling!

Mr. Flynn,
I can't stand it any longer.

They're going crazy out there,
all those people waiving
checks in front of my face

and clamoring to get in.
Mr. Flynn, I'm a nervous
woman.

I've been taking metabolism
tests. Mr. Flynn, you've got
to see them at once.

Yes, yes, there.
Now take it easy.

Tell them Curly will be ready
to receive them in a few
moments.

I think I'm going to hate that
caterpillar before I'm
through.

Come on, Sarah, come on.

Pinky, we're about to open
our doors for business!

Moke, will you please seat
my partner behind my desk?

- Gee, Jerry, can I?
- Certainly.

Come on, partner.

Well, Mr. Flynn, I better get
going.
I have a matinee to do.

Aren't you glad you came?
You can see for yourself,
he's in good hands.

Yes, I suppose it is better
than having him dangling
out of windows.

- Yes, isn't it?
- Well goodbye, Arthur.

Come and see me, any time.

It's amazing how that
caterpillar has changed our
lives.

- Yes, isn't it?
- One bench.

One piano.
Two vases.

- One bowl of...
- Taking inventory.

We've finished in the theater.

My banker, he attends to all
my business. If it weren't for
him, I wouldn't have a cent.

You're so right.

You see, we're going to be
quite busy, so I'll keep Pinky
over at the hotel with me

tonight.

- But Mr. Flynn, I never agreed
to that!
- Don't worry,

I'll see that he gets a good
dinner and gets to bed early.

Hello, Flynn,
mind if we come in?

Gentlemen, just a minute!

Well, Brandt, are these your
friends that are so good at
peeking into things?

- Professor Van Down and
Professor Draper.
- How do you do?

Two distinguished
lepidopterists.

- Huh?
- From the etymological
division of the

American Museum of Science.

- Huh?
- Specialists in insects.

- Oh, special friends of yours.
- We believe that Mr. Brandt
is right.

We can't allow you to
perpetrate this hoax upon
the public.

Hoax?

Gentlemen, in fairness to
my reputation,
you own me an apology.

Our reputation in the field
of science can't be
challenged.

- It can't?
- No.

Oh, it can't, huh?
Pinky? Come over here,
and bring Curly with you.

Perhaps you'd care to watch
a performance, Professor?
Play, Pinky.

Look in there, Professor Draper.

We don't want to look in the
box, Mr. Flynn.

There isn't a single iota of
scientific evidence to show
that a caterpillar has ever

danced.

Now, wait. Curly's been seen
by all his colleagues.

Men who have been trained to
observe carefully.

- Now, look Professor!
- Their opinions can hardly
be considered reliable.

- Am I right, Doctor Van Dorn?
- Always, Professor.

Only a scientific examination
is accurate.

And that we should do in our
own laboratory.

- Jerry.
- What?

- Phone. Important.
- Oh, excuse me.

- Who is it?
- Dunhill.

Oh, keep them occupied.
Hello?

Ah yes, well I'm sorry,
I'm not interested.

The price I quoted still goes,
no more, no less.

Really, Mr. Flynn,
you're still being
unreasonable.

I admit this fad's had a lot
of publicity in 48 hours, but

there's no reason why
Mr. Disney should increase
his offer.

This might be a dead issue
next week.

I happen to know a way to
keep it alive.

Thanks for calling, goodbye.

Now, my dear Professor.

As I understand it, you wish
to make a guinea pig out of
this caterpillar.

Well, Mr. Flynn, we would like
to spend a few intimate hours
with it if you don't mind.

I think that can be arranged.
But let's not be to intimate
about it, Professor.

If I'm going to be exposed
to the public, I want to be
exposed in a big way.

Oh, I'll see to that. I'll
bring along all the newspaper
boys who fell for you hoax.

You will.
And the photographers too.

Anything to help you out.

Fine, then shall we say 10:00
in the morning, Professor?

In the morning, at the museum.

Good, well it's been a great
pleasure to meet you learned
gentlemen.

I hope our meeting tomorrow
proves beneficial to all of
us.

- Thank you.
- Very kind of you.
-Good bye.

I'll meet you in the insect
room, Brandt.

Wear a red carnation,
so I'll know you.

Now if you'll all be
quiet, gentlemen.

We're ready to start the
examination.
Caterpillar, please.

My scalpel...

Forceps...

Oh, please be careful.

- Magnifier.
- Looks kinda pale,
don't he?

- He's got more color than I
have.
- Ready, Doctor Van Dorn?

- Ready.
- The first five pairs of
abdominal feet

are remarkably elongated.
Mandibles normal.

Unusually conspicuous first
maxillary.

Eyes on either side of head.

Head extremely well chitinized.

Extraordinary chitinization!

- What does that mean?
- It means extraordinary
chitinization.

Notice a remarkable
elongation of the abdominal
feet.

And now, gentlemen,
I'm inclined to say, despite
a few rather unusual features

this is just an ordinary
caterpillar.

And now we shall determine
whether this caterpillar
reacts to sound vibrations

as we've been told.
Ms. Flemming?

The oscillator, please.

Set it at 1000 cycles.

Not a movement.

3000 cycles.

What are you trying to do,
bust his eardrum?
Curly and me.

No movement at all.

Advance it to 5000 cycles.

You're just wasting your time,
Professor.
Curly's asleep.

You may be right.
5000 cycles and still
no movement.

Turn it off, please.

Quiet, please.

Young man, will you please
cease playing?

It's up!

He's on his tail!

Faster, please.

- See what I mean?
- He stopped when the music
stopped.

Amazing, it stopped
right with him.

- Play again, please.
- No, no, that's enough.

Pinky, pick up Curly.

Gentlemen, you've had your
experiment.
Now I want a statement.

- Well, Mr. Flynn, you see...
- Are you convinced now that
this is not a hoax?

Well, but the point is...

The point is, do you admit
that he's the greatest thing
ever known to science?

One thing, he is not a hoax.

- I already know that, yes?
- And he's no ordinary
caterpillar.

Right. Now the most important
thing:
Does he or does he not dance?

Well, he uh...

He dances.

He's dancing.
There's your story,
gentlemen!

Brandt, you won't forget to
tell your readers about the
findings of these learned

-lepidopterists, will you?
- You'll find my apologies
in the morning paper.

- Page one!
- It's too bad that such a
wonderful thing has to

belong to a guy like you.

Oh, glad you got here.

- You think Mr. Disney would be
a little more interested now?
- I'll write him tonight.

- We haven't that much time.
Phone him.
- Very well.

- Young man, you mustn't take
that caterpillar away.
- Why not?

We intend to keep him here
for further study.

Well, I'm sorry, Professor,
but I'm afraid that's
impossible.

We insist that he stay in our
possession because we may
eventually have to

- dissect him.
- Dissect him?

You mean cut him open into
little pieces?

Jerry!
Cut up Curly?

- You're not gonna touch him.
- Well I should say
they're not!

Come on, let's get out of here.

Wait, Mr. Flynn, wait!

This worm must remain here
for the advancement of
science.

A phenomenon like this
occurs once in a million
years.

Then sit down and wait
for the next one.

- But this caterpillar belongs
to posterity!
- So do you!

Mr. Flynn,
I'm warning you.

Unless you give us possession
of this caterpillar,

we will bring this issue to
the attention of the public.

Very well, gentlemen.
If it's a fight you want,
that's what you'll get!

That caterpillar belongs to
this boy and me!

You can't take our personal
property away, not even in the
name of science.

You can't do it,
it's against the bill of
rights!

This isn't just taking away
something that belongs
to one kid,

it's liable to happen to your
kid, my kid, and
everybody's kid.

You're right. You know, I was
in London, Chung King, and
Malta.

I saw kids dodging bombs
just to rescue a mangy dog
they loved.

Well, Captain,
there's your Curly.

- Very good job, Conway.
- Thanks, Captain.

I'll say it again,
Flynn has got his nerve!

- No say that.
- What is this country coming
to when a guy from Broadway

tells science what to do?

Please, I'm on bended knee,
I beg of you,
no talk like that.

- I'll say as I please!
- Look, Mister

the customer is always right,
and you're right

but you're wrong like anything!

Read the constitution!
Life, liberty!

If Flynn wants to hold
on to the caterpillar,

- then he's got a right!
- I know!

Oh you!
You don't agree, huh?

- What it's your opinion now?
- At a time like this,
who has an opinion?

That's fine.

The whole course of
civilization has been charted
by science.

Now, it's a question of
whether a civilization of
self-interest

of non-sacrifice,
is fit to survive.

A caterpillar in itself
is only a small thing,
but...

...on the other hand, Flynn
feels that an attempt is being
made to subject him

to regimentation.

Well when I first told you
the story of Curly

I didn't think it would raise
this storm of controversy.

Because what I saw in Curly is
even more significant than
what

both sides are fighting for.

Oh, cheer up, Jerry.
You gotta admit Curly's got
the whole world excited.

Yeah, and you gotta admit,
it hasn't done me any good.

That's right. One more day,
and it's goodbye to the
Front Theater.

Jerry, Moke, look at the new
home I fixed up for Curly.

- Isn't it super?
- It's super duper, Pinky.

- Don't you think it's about
time you went to bed?
- Ah, I hate to do it

- but if you say so, alright.
- Sure.

Put on your pajamas, then
come out and say goodnight
to us.

Okay, Jerry.

Hello?
Los Angeles?

Put them on.

- Hello, Flynn?
This is Walt Disney.
- Yes, Mr. Disney, yes.

Well, Curly is an
internationally famous figure
now.

He really doesn't belong to you.

He belongs to the world,
just like Mickey Mouse does.

- And we're paying you
your price.
- Okay, it's a deal.

He'll be there tomorrow.
Good bye, Mr. Disney.

It's done!

Moke, you may not know it,
but you're gonna be in
California tomorrow afternoon.

- Oh yeah...
- Yes.

You're flying with a $100,000
caterpillar on the midnight
plane.

And as soon as you get that
dough from Disney, wire
it back here to Mackenzie.

What's come over you?

Oh, nothing.

You shouldn't of done it,
Jerry.
You shouldn't have sold Curly.

- What about the kid?
- I can't worry about a kid.

I had to save my theater.

Look, Jerry, I dropped into
your life, and if you say so,
I'll drop out just as quick.

But you're wrong about this.
You just can't do this to the
kid.

Shut up!

Are you gonna take Curly
to the coast,
or must I do it myself?

- Oh, come on!
- Oh, I'll go.

I'mma go home and
pack a few things.

- I can't be around here when
you tell Pinky.
- Don't be so dramatic.

I'm gonna have dinner with
the kid's sister.
I'll tell her then.

She'll understand. Then she
can break the news to the kid
first thing in the morning.

What am I supposed to do, wait
until the kid falls asleep and
then put the snatch on Curly?

Do it any way you like.

McGillicuddy,
you're a weak character.

Ah, stolen, huh?

You shouldn't have done it,
Jerry.

You're going to Hollywood,
Curly.

We're gonna go on a plane.

He sold you down the river,
Curly.
You belong to Disney now.

No more harmonica.
Would you like to say goodbye
to your old chum?

- Okay.
- You can't take Curly away
from me!

Hey, what are you doing awake?

You oughtta be ashamed
of yourself.

That's right, Pinky.
The Moke is just a weak
character.

Curly is mine. He promised
he'd never sell him.
Curly belongs to me!

You shouldn't have done this,
Jerry.

You just can't go around
hurting people...

You... you just can't do it.

I gotta get a plane...

Gotta get a plane...

Good night,
I'm sorry I wasn't better
company.

Jerry, you've had something
on your mind all evening. I
wish you'd tell me.

What is it?

Ah well, it'll keep until
tomorrow.
Good night again.

- Curly's here!
- I brought him.

What are you doing here?

Curly and I ran away from you.
We came back home.

You wanted to steal Curly, but
you were scared, and you made
The Moke do it.

But you're not gonna do it,
Mr. Flynn.

You're never gonna take
Curly away from me.

He's mine,
and he'll always be mine.

Pinky, I've got to have Curly
right now.

You're never gonna take him
away from me, Mr. Flynn.

That's what I've been trying
tell you all evening.

But Arthur's told me many
times that you would never
sell Curly.

But I have sold him.
Pinky will get over it.

He doesn't know what that
money will do.
It will save my theater.

- And we'll still be partners.
- You think he wants
that now?

That caterpillar has to
be on a plane tonight.

- Will you please go and
get Curly?
- No, I can't.

That's between you and Arthur.
If you want that caterpillar,
I'm afraid you'll have to go

in and get it yourself.

Pinky, where's Curly?

I hid him away from you.
You'll never find him again.

Listen, son,
someday you'll know what this
is going to mean to us.

- I promise you.
- You promised me before,
Mr. Flynn.

- Where is he, Pinky?
- Curly stays here with me.

- Tell me where he is.
- Not never.

Son, someday you'll understand.

I don't never want to see
you any more.

Alright, Pinky,
but Curly is going with me.

You can't take him away from
me, Mr. Flynn.
I'm not gonna let you

-take Curly away from me.
No, no, no!
- Give me that box, Pinky.

- Now come on, Pinky,
give it to me!
- Please don't take Mr. Curly!

- Please, Pinky!
- No, I'm not gonna give Curly
to you, please!

- Please, Mr. Flynn, please,
please!
- Let go of my arm.

No, I'm not going to let go
of your arm, I'm not going to,

you promise-breaker!
You liar!
You li...

It didn't hurt, Mr. Flynn.

It didn't hurt at all.

It's just that we feel awful
bad because we were wrong
about you.

Here, Mr. Flynn.

Maybe Curly will die when
you send him away.

But if you need him so bad

you can have him.

You know something?

I once thought I wanted
to be like you.

But now I never wanna be
like you.

Because you're a mean man,
Mr. Flynn.

You're a mean man,
Mr. Flynn.

Jeanie, Jeanie, Jeanie!

- What is it, dear?
- Curly's gone!

Look, he's not in his box!
There's a hole in it.

Please help me find him!

Curly! Come back, Curly!
Don't leave us, Curly!

- Jeannie, where could he be?
- Don't worry dear,
we'll find him.

Quick, look under the bed,
Jeannie. Everywhere.
All around the room.

But be careful where you walk!

Calling all cars, calling all
cars, Curly the dancing
caterpillar is missing.

Last seen in precinct 427.
If you see a caterpillar,
sing uh...

Yes, sir, that's my baby...

If it's Curly, he will dance.
That is all.

I didn't know Callahan was
a tenor.

Yes, sir, that's my baby.
No, sir, I don't mean maybe.

Yes, sir, that's my...

Find Curly the caterpillar.

When you hear the tone,
the time will be 12 midnight.

But Pinky, you gotta talk
to Mr. Flynn sometime.

- No, not never.
- What'll it be, boys?

- Coffee.
- Same.

Make mine black.

Alright, girls,
get ready for your next
number. Come on, let's go.

- Jeannie, I hate to keep
bothering you like this.
- I don't mind, Jerry.

You know I'm on your side. But
look, I've tried everything.
As long as Curly's lost...

You see, he still thinks it's
because of you.
Jerry

-why don't you try talking
to him?
- I couldn't do that, Jeannie.

I wouldn't know how
to begin.
But thanks just the same.

In our laboratories,
Curly would have had
adequate protection.

Humanity would have gained.
No doubt by now, this miracle
has been stepped upon.

Squish squashed.

Jerry?

Oh snap out of it,
will ya please?

You've been moping around
here for days.

I'm talking to you, you know?

Hello?
Yeah.
It's Mackenzie.

Sorry Mr. Mackenzie,
he doesn't want to talk
to you.

Mhm, I'll tell him.

He still wants you to come
over to the theater. He says
it's something important.

Maybe we're both music-lovers,
but there's a limit to how
long

we can both listen to that song.

Instead of sittin' here, why
don't you go over and see the
kid and try to square things?

- You promised me yesterday
you'd go.
- Yeah.

I promised you so that
you'd shut up.

- So you shut me up, but I'm
not gonna stop because I...
- Oh, quiet, Moke.

If I thought Pinky would see
me, I would crawl over there
on my hands and knees.

After what I did to the kid.

Selling Curly was bad enough,
but I hit him, Moke.

It's useless.
I know it's useless.

Here, come on.
Go on over to the theater
and see Mackenzie.

The fresh air might do you
some good.

- Alright,
if it'll make you happy.
- I'll meet you over there.

- Where are you going?
- I got a couple of things
to attend to.

Flynn, well, it's about time.

I was going to get a team of
horses and have you dragged
over here.

Flynn, I've got a surprise
for you. A big surprise,
big surprise!

Flynn, I'm gonna make this one
of the happiest days of your
life. Come on, sit down there.

Sit down, I can hardly keep
this...
Look here, look at that.

Isn't that a wonderful surprise?

What's so surprising about the
blueprints of my theater...

-your theater?
- You're not concentrating,
Flynn.

Can't you see that I've torn
out the first four rows of
seats. The proscenium arch

- It's been enlarged!
- What for?

After what you did with
that caterpillar, nobody else
belongs in that place.

It's your theater.
Don't you understand? I'm
giving you back your monument.

It's a fine time to tell me.

- Well gang, meeting's over.
- Wait a minute, men.

I wanna have a little talk
with you. Take your seats
again, will ya?

- Now come on, what gives?
- Pinky just quit being present
'cause Curly's gone.

- Yeah, so I heard, so why
didn't you stop him?
- We tried to but we couldn't.

I guess Pinky ain't very happy.

- We ain't none of us very
happy.
- No, me neither.

It ain't only Curly that
bothers Pinky.

He misses Mr. Flynn something
awful, and Mr. Flynn misses
him something awful.

- So why don't they get
together?
- That's just the point, Fatso.

Pinky won't go to see Jerry,
and Jerry won't go to see
Pinky.

And then nobody will go to
see nobody.
What are you gonna do?

I tried to figure out some
ways to get them together
to talk it over.

- I thought maybe you men
might have some ideas?
- I get it, come on, pals,

into a huddle!

Moke, I don't get it.

It seems like a dream. I was
just begging him to keep his
theater

and he walked out on me!
I don't get it.

It's very simple, Mack. The
Jerry that wanted to hold onto
this theater ain't the Jerry

you see crossin' the street.

Well, uh...
thanks a lot, fellas.

- Hello, Jerry.
- Hello, Jeannie.

Well come on in,
just don't stand there.

- I see you got here.
- Uh, yeah.

- Well, uh...
- I hear all the Curly Clubs in
the neighborhood have been

after you today.

You must have looked pretty
silly being chased around town
by those kids.

- No wonder I wasn't arrested.
- I wouldn't be a bit surprised
if the cops were in on it too.

Cops?

Oh yeah, first time I saw you,
you were with cops.

Well, uh, Pinky didn't have
to send such a large escort
for me.

- Oh, he didn't send them.
- He didn't?

No.

What, you mean he doesn't
know about it?

The boys figured it out
by themselves.

You know, kids have their
own ways of handling things.

Oh, well that's kind of
different, isn't it?

In that case, I don't want to
embarrass Pinky or me.
I'd better leave.

Oh, Jerry, don't start
this all over again.

Because I warn you, this time,
you're going to have all the
Curly Clubs

of New York on your trail.
Cause those kids are
determined that you and Pinky

are going to see each other.

And you might as well just
relax and sit down here.

And I'll get you a nice glass
of milk.

- Milk?
- Yes, milk.

Oh, and I've been dying to do
this since I've met you.

There. You know, you're as big
a kid as Arthur is.

I'll be glad when both
of you grow up.

You know, I'm getting a little
sick of seeing you two moping
around all day.

After all, it's about time
someone considered my
feelings in the matter.

You coming around backstage
all the time, Pinky sitting
in the club house, miserable.

Not that I minded seeing you
so often.

Well, uh...

Well, now if Pinky wanted to
see me, he'd be here by now,
wouldn't he?

Don't be impatient. The boys
have probably gone to get him.
He'll be here in a minute.

I don't like this.

Curly?

Jeannie?
Jeannie, quick!
It's Curly!

- He's here!
- Where?

- There, look!
- Curly!

He's been here all the time.
He didn't run away.

Oh, if only Pinky were here
to see him.

Oh, that must be him now!

Arthur, Curly's here!

- Curly... here?
- Yes!

- Where, where?
- Jeannie, where is Curly?

Pinky, listen to me, son,
listen to me.

- Curly didn't run away, he was
in the piano the whole time.
- But where is he?

There.
There he is.

Why, it's a butterfly.

Yes, Pinky, it's a butterfly.

That's one of the miracles of
life, son.

Our caterpillar went into
a cocoon for a while.

He came out as a butterfly.
Look, Pinky.

He's more beautiful than ever.

- How do you know it's Curly?
- You just play for him.

Hello, Curly.

Gee, Jerry,
Curly's with us again.

We missed you so, Curly.

Why didn't you tell me you
had to go away and be
a butterfly?

Jerry, we're never gonna let
Curly leave us again...

- Are we?
- Well I'm afraid we have to, son.

We've got to let him go.
We can't keep him in a box
anymore.

But he belongs to us, Jerry.

No, he's got to go out
where the flowers are.

Because now he belongs to the
world.

But will he be happy without us?

Yes, dear, because he knows
we'll always remember him.

Better be careful, Curly,
because we won't be able to
take care of you now.

Good bye, Curly.
Thanks for everything!