All language subtitles for Once.Upon.a.Time.1944

- 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.

- Next time, bring your wife.
- We should've believed the critic.

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

Six-hour pass,
and three hours wasted.

So what?
Tomorrow, I'm a busboy again.

But where else does a 4-F
get into a uniform?

Curtains!

- Sam Ward.
- Right.

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

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

Three flops in a row,
and what flops!

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 ought to paste him!

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

Story of my life, Moke.

A short story.
"Flynn wins public.

Flynn loses public."

Look at those notices we got in 1 934.

Three smash hits!
Five road companies!

And I kept on winning
right through '3 5 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?

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.

Boy, even a champ
gets knocked out sometimes.

No, not that you're knocked out,
you understand.

You're right, Moke.

The critics were right.
I should've 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 tastes.
They're thinking of buying it.

I'm not thinking of selling.

Your note for $1 00,000
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 in
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 seeJerry 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.

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

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

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

- 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.

And 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 Sphinx--
the riddle of the ages!

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

One great panorama.
The mysticism of the East.

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

- Oh, beautiful.
- Yes! A song of triumph!

Yes, yes, yes!

No!

That's the way you sold me 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 Sphinx--
that was great.

What Sphinx?

Why, the one with the pyramids.

But,Jerry, man's soul
struggling up through the turmoil--

- When do we go into rehearsal?
- What with? This?

I know,
but the mysticism of the East!

So what did you give McKenzie
all of that for?

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 there.
- What man?

We ought to 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.

All right, go on.
Play.

- What is it?
- 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 got his nickel's worth.

Kid, take it easy.

Now he's 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?

Oh, 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.
A box.

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.
My 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 a rest.

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

He danced!

Come on out.
I want to talk to you.

- Cop gone?
- Don't be afraid.

I told him we were friends.

Look, do you mind
if I have another look?

I want to be sure
I've seen what I've seen.

Got another nickel?

Let him have another look
at Curly for free.

Thanks.

What are we givin', 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.
- Oh, yeah.

Hey, we gotta go home.
It must be gettin' late.

- Good night.
- Good night.

Hey, fellas?
Hey.

Look. 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 tamed 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.

Now, Pinky...

this caterpillar
may be quite valuable.

By the time I get through with it,
I think we can 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'll come with us,
and then Curly'll be our client.

What do you mean, " client" ?

Well, 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, 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'll 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 talkin' to him.

You mean, he understands you?

Sure he does.

You talk 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 you sayJerry 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 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.

- What, the caterpillar?
- Yes.

Well, I'm sorry, Mr. Flynn.

- Good night.
- Hey, 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 to let you have it.

Hey,Jeannie, you can't
take Curly away from me!

There, you see,Jeannie?
I mean, Miss--

- Thompson.
- You see, Miss Thompson?

That's why I want him
to become my partner.

The partner of a nine-year-old boy?

I can build that caterpillar
up into something big...

if you'll leave the boy
in my hands.

After all, you know who I am.

Why, yes, I know who you are.

But I don't want my brother
mixed up in any fantastic idea...

about caterpillars.

Good night, Mr. Flynn.

He's gonna get it.

What am I talkin' about?
I'm gonna get it!

Hey, wait, Fatso.
Look.

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

- Tell him to bring Curly.
- Okay, Mr. Flynn.

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.

- 1 82 4. There's the elevator.
- Thank you.

- What do you want to see Mr. Flynn for?
- Somethin'

- What's in the box?
- Nothin'

Gabby little guy. Kind of young
to be a process server, ain't you?

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!

I'm glad you're here, fella.
How are ya?

- Fine.
- That's all, gentlemen.

- Quicker, please, quicker.
- Oh, yes, yes.

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. 'Cause he's gonna be
a busy little feller.

Say...

he doesn't get sick, does he?

Oh, no.
He's as strong as a fullback.

Good.
That's all I wanted to hear.

We've got to keep him in tiptop 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 mean 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 hot dog...

with mustard and ice cream
and sauerkraut?

Do you always
have that for breakfast?

No. That's why I wanna have it now.

Okay. And one 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 it in cash,
you sure the check is good?

- No check.
- No cash, no check.

- You're sure you've got it?
- I got it.

It's right here in this box.

Oh.Jewels, huh?

You got the kid
handlin' hot jewels?

- No jewels.
- No cash, no check no jewels.

I give up.
What shape's it in?

- A caterpillar.
- Caterpillar?

Oh, I know.
Out of a museum.

Solid diamond with a curse on it.

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're sure your partner
ain't got you on the bubble gum?

- Now, what do you see?
- A worm wigglin'

- Now what do you see?
- A worm stopped wigglin'

Now do you get it?
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 its 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, will you?
You got me dizzy...

what with fairy tales
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, you think
that would save your theater for you?

No, no.
Miracle or no miracle,Jerry.

You don't think you could sell
that bug for $1 00,000, do you?

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

Why, of course not, Pinky.

Whoever 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, will you?
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.
- Here.

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 going to 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?
- Well, I don't know yet.

-Just what I thought.
- But 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 I know that in that box I've got
the greatest show of all time.

I'll build Curly up
into a dancing gold mine.

I still say so,
the caterpillar dances.

So what?

I want you to go to the newspapers, get
a hold of their best feature writers.

Feature--
Oh,Jerry, not that.

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

something sensational, and try
and get 'em here this afternoon.

Look, I can't tout 'em on
no caterpillar that can dance.

- Now, if it was a horse that can run--
- Your job is to get them here.

I'll do the talking.
Now, come on.

And that, gentlemen,
is the story...

And that, gentlemen,
is the story...

of how I found fantasy
on a 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...

but 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've listened as patiently
as I could to that drivel.

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 shoe box!

There's a war going on!
Or haven't you heard? Where's my hat?

Well, 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.

You're not going to exploit that
caterpillar through my column.

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

- I keep faith with my readers.
- Hey,Joe.

Joe, you've always had belief in me.
Look, fellow, will you? Go on, Pinky!

And have him tell all
the other caterpillars?

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!

I'll give you 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'd better go home and mark some cards.

One of us has gotta 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, has 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 quittin'

It's okay with me, only--

only Curly--
Curly ain't gonna understand.

He's gonna feel bad when I tell him.

Oh, he'll get over it.

Well, so long.

So long, Pinky.

- Mr. Flynn?
- Yeah?

Did you ever do anything wrong?

Oh, 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 dancing caterpillar.

I just overheard a newspaper man say
that you had a dancing caterpillar.

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

- Who is it?
- This is Gabriel Heatter.

Gabriel Heatter?

Now, if it really dances,
I'm interested.

You are?
Well, hold on.

Don't go away!

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

Stay there, Pinky.

Mr. Heatter? Sorry to keep you waiting.
You can come up and see him now.

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

I can 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 every day.

Come along, partner.

So goes the news for today.

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 fairy tale
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 refuge
out of time and space...

began to dance.

Yes, friends,
this lowly caterpillar...

looked down upon
not only by men...

but by birds and beasts
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.

So far as they were concerned,
it was simply a meeting of two friends.

Little did they know
that when they met...

a phenomenon had been born,
one of the greatest of all times.

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 to look...

because they didn't believe
it was possible.

But something--
call it chance, fate, coincidence--

brought Pinky to the doors
of the Flynn Theater.

Jerry Flynn, the famous theatrical
producer who happened to be there...

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 fairy tale 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 stop going around
with our eyes on 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, sir.
- The caterpillar is not on exhibition.

- The caterpillar's name is Curly.
- Write for a copy of the broadcast.

- Why don't you contact Mr. Flynn.
- He did not say it came from Mars.

Well, I said
to my sisterJeannie...

Well, I said
to my sisterJeannie...

"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 stopped to watch it, see?

Well, how did you get him to dance?

Well, I started playing my harmonica.

I played " The Beer Barrel Polka"
and " My Country 'T is ofThee" ...

and "Jingle Bells" and lots more,
but Curly didn't like any of'em.

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 too 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 it?
- Compliments of the manager.

And cabbage leaf for Curly.

Gentlemen, help yourselves.

Mr. Flynn,
I recognize you from your picture.

Quite a broadcast
Gabriel Heatter 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.

- Mickey Mouse Disney?
- Yes.

Mr. Disney heard the broadcast too.

If this caterpillar is all
Gabriel Heatter 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, hmm?

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

A reasonable--
Come with me, please.

- Thank you,John.
- Gentlemen, 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.

Hollywood'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.
- And not my half.

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

Your partner?

Oh, caterpillar man?

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

- That caterpillar's sensational.
- You missed a great story. Come in.

No, thanks. I'd like
to see you for a minute, Flynn.

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

You bet.

Don't tell me you came back
to peek into a shoe box?

No, I'm not very good
at looking in shoe boxes.

Would you mind if I brought a couple
of fellas tomorrow to have a look?

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

Well, bring 'em along.
Glad to have 'em.

Thanks.

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

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

- Sure 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.
- Whom shall 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.
- So long, Flynn.

- Amazing!
- A genius, Mr. Dunhill.

- A 20th century Aladdin.
- It's all Gabriel Heatter says it is.

- Quite a show, isn't it?
- I realize you and your partner...

want to bring beauty
into the world, but--

- Cabbage leaves for Curly.
- Oh, gee. We haven't fed Curly yet.

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

- I'll take care of it, sir.
- You take the tables out.

- Hey, Moke, take care of Pinky.
- Oh, sure.

You wash 'em off, make 'em
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.
The caterpillar has a price, hasn't it?

- Yes.
- Good.

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

Let us say 1 00 times four figures.

A hundred thousand dollars?
That's preposterous!

Well, that's the price Mr. Disney
would have to meet, and within a week.

A deal like that can't be arranged in
a week even if Disney were interested.

One hundred thousand dollars,
no more, no less...

and within a week because
after that I'm not interested.

- But that's exorbitant!
- Yes.

What's the market value
of a fairy tale?

Supposing somebody brought
Mr. Disney a live Mickey Mouse?

Boy, he sure was hungry.

He's eatin' like mad.
Look, Moke.

Mr. Flynn,Jeannie is here,
isn't she?

Isn't she?

Gee.

All the things that are happening.

Curly was on the radio.

Did you hear it?

-Jeannie, what are you doin'
- Wait a minute!

- You can't take Pinky away!
- Take it easy, Flynn.

- You're gonna get into trouble.
- Come back here!

She can swear out a warrant
for your arrest. Don't start anything.

Jeannie, what are you doin'

Looks like a gremlin
got in the fairy tale.

Maybe I ought to
talk business to her.

I've got that caterpillar
under personal contract.

You wanna talk business?
Talk to me!

A hundred thousand's
a fantastic price.

Fantasy is Mr. Disney's business.

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

Well, there goes our Curly,
message and all.

What are you worried about? 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.

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

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

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?
Pooh!

Well, why not? He can't be any 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 string along
with Frank Sinatra.

Just have him sign this.

" Curly quilts make bed
the place you want to go."

I'm sorry. You'll have to wait
with the rest of them.

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

They'll melt in your mouth.

- What color eyes has he got?
- Mr. Flynn?

How much longer do I have to worry
while you wait...

for a girl to read the newspapers...

whose phone number is
Bryant-7-41 43?

She sleeps late.

I'd like to get a bet down
on the first 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 sun bath
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.

But 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 bread and--
- Bread and butter out of 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 she's done it!

No chorus girl is gonna
shoveJerry 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.

- Twenty years.
- Then I'll do the job alone.

I'll get the boy and the caterpillar.
She gives me any trouble...

I'll stick her in a barrel of lime,
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'll be with me.

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

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 got a fever, I have.

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

Does the thermometer know
I got a 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 to see Mr. Flynn,
I'm gonna stay in bed forever...

till I die.

Lunch will be ready in a few minutes,
and it's not being served in bed.

Curly, are you up?

Good.

Now, you listen very carefully, Curly.

We're gonna run away to Mr. Flynn...

'cause 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.

- Say, do 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'd better duck in the clubhouse.

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

- Well, here it is.
- What?

The clubhouse.
Come on. Come 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 somethin'

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

Well, 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 fast.

- I'm no good without you.
- Use your head.

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.

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

- You do? Good.
- Come on back in here.

Arthur, lunch is ready.

You'd 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, when I say...

" All fairy tales
don't have a happy ending--"

- Then 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.
- We're set. Come on.

Oh, there you are!
And there you are!

Please, Miss Thompson,
no violence!

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

You don't think I'd -- Arthur,
you come in here right this minute.

I'm gonna stay with him.

Now, now, Pinky.
Good little boys obey their sisters.

I won't go in without you.

All right, 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 nine-year-old brother
and make him your partner.

Why, you've got him believing
that he's a genius!

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

-Jeannie, you never showed it to me!
- Quiet, Svengalli.

All this publicity and ballyhoo.
I don't know why you're doing it...

or what you hope to get out of it,
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 gonna 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, 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--

No, 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.

What am I supposed to say now?

Well, what else is there to say,
Pinky, except good-bye.

Well, you heard what he said.
Now, say good-bye.

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

Now, look, son.
I'm afraid we have to say good-bye.

And remember this: Every fairy tale
can't have a happy ending.

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 wanna live anymore.

I don't wanna live anymore!

I can't stay here and see that poor
little boy suffer. It's too upsetting.

- I wish I was dead!
- 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 like that.
I thought we'd part good friends.

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

Then I must take...
desperate measures.

Come here. I wanna talk to you.
Come outside a moment.

Now, you listen to me,
Miss 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 nine-year-old boy
can see in him--

But 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 ballyhoo.

It belongs to that little boy's world.
Good-bye, Mr. Flynn.

Did you call?

Perfect!

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 you?

- Where's the 50 cents you promised me?
- I gotta audition him first, don't I?

No talent.
No talent.

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

Oh, hello.
Excuse me.

Well, come on.
As I told you before...

Mr. Flynn don't want
any caterpillars.

- Right this way. Step lively, please.
- But you said you were gonna--

I said that we don't want
any caterpillars today.

Now, take 'em back to their mamas.
You ought to 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.
Miss Thompson is here.

Oh,Jerry.
Miss 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.

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

Look,Jeannie.
My first pair of longies.

Aren't they super-duper?

I madeJerry get me everything
like he has, didn't I?

Yes, you did.
He's got a mind of his own.

- You should've seen him in the shop.
- Tie and a suit and hat.

Even the same garters.
Look!

You've certainly grown up
very fast, Arthur.

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

- Moke, you got garters like these?
- Sure.

I've been robbed.

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

Come here, Pinky.

- Let's stand for inspection.
- Sure.

All right, hands first. Over.
Now ears. Right one first.

Now behind the ears.

There, hmm?

This one's gotta go back
to the cleaners.

What? Oh.
It must be a shadow.

Teeth.

Show us your teeth.
Come on. Let's see your teeth.

Look at that. She's smiling, Pinky.
Moke, look, she's smiling.

Mr. Flynn, I can't stand it any longer.
They're going crazy out there...

all those people waving checks in front
of my face and clamoring to get in.

Mr. Flynn, I'm a nervous woman.
I've been taking metabolism tests.

- You've got to see them at once.
- Now, take it easy.

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

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 be going.
I have a matinee to do.

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

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

Yes, isn't it?

Well, good-bye, Arthur.

Come and see me... anytime.

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

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

one piano, two vases,
one bowl of artificial flowers.

Taking inventory.
We've finished in the theatre.

My banker.
He attends to all my business.

- If not for him I wouldn't have a cent.
- You are so right.

You can see we're busy, so I'll keep
Pinky at the hotel with me tonight.

- But I never agreed to that.
- Don't worry.

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

Hello, Flynn.
You mind if we come in?

Just a minute, gentlemen.
Just a minute.

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

Professor Van Dorn
and Professor Drapor.

- How do you do?
- Two distinguished lepidopterists.

Huh?

From the entomological 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 owe me an apology.

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

- It can't ?
- No.

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 Drapor.

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

There isn't a single iota
of scientific evidence...

to show that the caterpillar
has ever danced.

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

men who've been trained
to observe carefully.

Now look, Professor.

Their opinions can hardly
be considered reliable.

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

Only a scientific examination
is accurate...

and that we should do
in our own laboratory.

- What?
- Phone. Important.

Oh. Excuse me.

- Who is it?
- Dunhill.

Oh. Keep 'em occupied.

Hello.

Oh, he is. 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.
Good-bye.

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 too intimate about it.

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

I'll see to it. I'll bring along all the
newspaper boys who fell for your hoax.

- You will, and the photographers too.
- Anything to help you out.

Oh. Fine. Then shall we say 1 0:00
in the morning, Professor?

- In the morning at the museum.
- Good.

It's been a great pleasure
to meet you learned gentlemen.

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

- So kind of you.
- I'll meet you in the insect room.

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.
- Shh.

Magnifier.

- Looks kind of pale, don't he?
- He's got more color than I have.

- Ready, Dr. Van Dorn?
- Ready.

The first five pairs of abdominal feet
remarkably elongated.

Mandibles, normal.

Unusually conspicuous first maxillae.

Eyes on either side of head.

Head extremely well chitinized.

Extraordinary chitinization!

What does that mean?

It means extraordinary chitinization.

Notice the 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.

Miss Fleming,
the oscillator, please.

Set it at 1 ,000 cycles.

Not a movement.

Three thousand cycles.

What are they trying to do,
bust his eardrum? Curly, I mean.

No movement at all.

Advance it to 5,000 cycles.

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

You may be right.

Five thousand cycles and still
no movement. Turn it off, please.

Quiet, please.

Young man,
will you please cease playing?

He's up.

He's on his tail.

Faster, please.

See what I mean?

He stopped when the music stopped.

Amazing!
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--

Aren't you convinced now
that this is not a hoax?

But the point is--

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

- One thing.
- Yes?

- He is not a hoax.
- I already know that.

- And...
- Yes?

- he's no ordinary caterpillar.
- Right.

Now, the most important thing--
does he or does he not dance?

Well, he--

he dances.

You hear that? He dances.

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.

Do 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 for more study.

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

We insist that he stay in our possession
because we may have to dissect him.

Dissect him?

You mean cut him up
into little pieces?

Jerry, cut up Curly?
You're not gonna touch him.

Well, I should say they're not.
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.

- This caterpillar belongs to posterity.
- So do you.

Mr. Flynn?
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,
Chungking and Malta...

and 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's 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. I--
- Oh, you-- Oh, you don't agree, huh?

What is your opinion now?

I-- At a time like this,
who has an opinion?

That's -a fine.

The whole course of civilization
has been charted by science.

Now it's a question whether
the 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.

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.

Cheer up,Jerry. You've 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 good-bye to the Flynn Theatre.

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

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

Don't you think
it's about time you went to bed?

I hate to do it,
but if you say so, all right.

Sure. Put on your pajamas,
then come out and say good night to us.

Okay,Jerry.

Hello?

Los Angeles?
Put them on.

Hello, Flynn.
This is Walt Disney.

Yes, Mr. Disney.

Well, Curly is an internationally
famous figure now.

He 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 going to be
in California tomorrow afternoon.

- Oh, I am?
- Yes.

You're flying with a $1 00,000
caterpillar on the midnight plane.

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

What's come over you?

Oh, nothin'

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

What about the kid?

I can't worry about a kid.

I have to save my theatre.

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?

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

I'll 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 to do, wait till the kid's
asleep and then put the snatch on Curly?

Do it any way you like.

Moke McGillicuddy,
you're a weak character.

Oh, stalling, huh?

You shouldn't have done it,Jerry.

You're going to Hollywood, Curly.

You'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 good-bye
to your little chum?

Okay, Curly.

- You can't take Curly away from me.
- What are you doing awake?

You ought to be ashamed
of yourself.

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

Curly's 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-- 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?

Oh, 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
to tell you all evening.

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

But I have sold him.

Pinky will get over it.
He doesn't know what that money will do.

It'll save my theatre.
And we'll still be partners.

Do 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.

- Now tell me where he is.
- Not never.

Son, someday you'll understand.

I don't never wanna see you anymore.

All right, Pinky.
But Curly's going with me.

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

- Give me that box, Pinky.
- No, no, no, no, no!

- Come on, Pinky. Give it to me!
- Please, don't take Curly away from me!

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

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

I'm not gonna let go of your arm,
you promise breaker! You liar!

You liar! You--

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 somethin'

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.

- 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.
Please, Curly.

Jeannie, where could he be?

- Now don't worry. We'll find him.
- Quick, look under the bed.

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--

Yes, sir, that's my baby
No

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 1 2:00 midnight.

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

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

- Coffee.
- The same.

Make mine black.

All right, 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.

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, squash.

Oh, snap out of it,
will you, please?

You've been moping
around here for days.

I'm talking to you, you know.

Hello? Yeah.

It's McKenzie.

Sorry, Mr. McKenzie.
He doesn't wanna talk to you.

Uh-huh. I'll tell him.

He wants you to go over to the theatre.
Says there's something important.

We're both music lovers,
but there's a limit...

to how long
we can listen to that song.

Instead of sitting here, why not go see
the kid and square things with him?

You promised me yesterday you'd go.

Sure, I promised you
so that you'd shut up.

So you shut me up, but I'm not
gonna stop because I still think--

Oh, quiet, Moke.

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

But 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 theatre and see McKenzie.

The fresh air might
do you some good.

Oh, all right.
If it'll make you happy.

Fine. 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.

Flynn!
Well, it's about time.

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

Flynn, I 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 now.

Sit down there. Sit down. I can hardly
keep this another-- Look here.

Look at that.
Isn't that a wonderful surprise?

What's so surprising about
the blueprints of my-- of your theatre?

You're not concentrating. I've torn out
the first four rows of seats.

- The proscenium, it's been enlarged.
- What for?

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

It's your theatre.
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.

Sit down.
Take your seats again, will you?

What gives?

Pinky just quit being president
'cause Curly's gone.

- I heard. Why didn't you stop him?
- We tried, 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.

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

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

When nobody will go to see nobody,
what are you gonna do?

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

- I thought you men may have some ideas.
- I get it.

Come on, fellas.
Into a huddle.

Moke, I don't get it.
It seems like a dream.

I was begging Flynn to keep this theatre
and he walked out. I don't get it.

It's very simple. The Flynn that wanted
to hold onto this theatre...

ain't the Flynn
you see crossing the street.

Well, thanks a lot, fellas.

Hello,Jerry.

Hello,Jeannie.

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

- I see you got here.
- Yeah. Well--

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.

It's a wonder I wasn't arrested.

I wouldn't be surprised
if the cops weren't in on it too.

Cops?

Oh, yeah.
First time I saw you...

you were with cops.

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

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

You mean he doesn't know about it?

The boys figured it out. Kids have
their own way of handling things.

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

Well, in that case, I don't wanna
embarrass Pinky or me. I'd better leave.

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

'Cause I'm warning you,
this time you're going to have...

all the Curly Clubs
in New York on your trail.

Those kids are determined that you
and Pinky are going to see each other.

You might as well just relax
and sit down here...

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

- Milk?
- Yes, milk.

And I've been dying
to do this since I 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 somebody
considered my feelings in the matter.

You coming around
backstage all the time...

and Pinky sitting in
the clubhouse all day miserable.

Not that I minded
seeing you so often.

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

Oh, don't get 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.

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

Oh, if only Pinky
were here to see him.

That'll 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 all the 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...

and 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?

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.

You'd better be careful, Curly...

'cause we won't be able
to take care of you now.

Good-bye, Curly.
Thanks for everything.