Honest John (or known by his real name John Worthington Foulfellow) and Gideon are the tertiary antagonists in Disney's 1940 animated feature film Pinocchio. They are a pair of con men in the village Pinocchio and Geppetto reside in. They are best known for manipulating victims into their schemes in exchange for money, though they're no strangers to darker tasks.

Honest John was voiced by the late Walter Catlett, and Gideon was voiced by the late Mel Blanc.



The duo is based off the Fox and Cat characters from the original collection of Pinocchio stories by Carlo Collodi. Although their personalities remain more or less the same, their roles in the Disney film were greatly altered. In Carlo Collodi's story, Honest John is an unnamed sly fox that pretends to be lame but later gets his comeuppance by actually becoming lame and even losing his tail, having sold it for money. Gideon was originally a cat who pretended to be blind until ultimately gaining that disability as a comeuppance. They plead for Pinocchio to give them food, but Pinocchio will give them nothing, as he claims that they have earned their fates.

In the film, the fates of Honest John and Gideon were ultimately removed, as the two con men would have been arrested when they attempt to swindle Pinocchio for the third time, and the pair were taken into custody. This was all cut for unknown reasons.

Gideon was going to be voiced by the legendary voice actor Mel Blanc, but the company decided to delete all of his lines preferring a mute sidekick performance though he hiccups three times in the film, all voiced by Mel Blanc, for which he did receive payment (quipping afterwards that is it was the most expensive hiccup he ever recorded). He is said to be inspired by Harpo Marx, the silent member of the Marx Brothers.


Honest John

Honest John.

Honest John is how many foxes are portrayed: as sly and sneaky. He is also very smart and deceiving. He has taken the "easy road" to success and is somewhat under-educated, in spite of his appreciation for school as a "noble institution." He is also not immune to being swindled himself as Stromboli bought Pinocchio from him for far less than a living puppet would be worth, though he doesn't seem to mind the amount of money. While not exactly illiterate, he cannot seem to spell Pinocchio's name; he could only reach up to P-I-N. However, as revealed in his faux-diagnosis of Pinocchio, he does possess some expanded vocabulary.

Honest John is remarkably persuasive and can convince almost anybody to do what he wants. His plans are reliable and clever but are often inadvertently close to being spoiled by his sidekick, Gideon. He is also easily tempted to kill in order to make money, and is largely without conscience, fearing only extreme punishment from the law. He has, however, reacted with horror at the Coachman's plans of forcing children into slavery and going far beyond the boundaries of the law, revealing that his immorality does have some limit. He appears to sympathize with Pinocchio after hearing that Stromboli had locked the puppet in a birdcage, but only briefly (more likely to play on the boy's sympathies).



Unlike his buddy Honest John, Gideon is very dim-witted, punchdrunk, and daffy. Without his boss, Gideon would most likely be performing petty theft and pick-pocketing, maybe given a large number of arrests. Like Honest John, however, Gideon has followed the 'easy road', but with no education and thus cannot read or write.

Gideon also seems to be a tad bit more malicious than Honest John, as seen when he planned to knock Pinocchio unconscious with his mallet in order to kidnap him and sell him to Stromboli, only to be stopped by Honest John, who wanted to take a more humane approach. Moreover, the dopey cat takes it upon himself to resort to brute force if he feels that Honest John's plans don't seem to work via sly persuasiveness. This is evidenced when Pinocchio tried to decline the fox's offer to go to Pleasure Island, whereas Gideon, armed with his mallet, quickly blocked the boy's path with the intent of knocking him out until Honest John continued to coax the boy into finally going.

Gideon's wardrobe describes that he is dim-witted, compared to Honest John. Although the attire of both crooks is equally ragged and worn-out (patches on their pants and elbow sleeves, and tearings on their hats, gloves, and capes, etc.), Gideon wears long, baggy clothing while Honest John wears more proper and civilized clothing.

Despite this, Gideon is smart enough to think of a way to get Honest John unstuck from his hat (especially after he was the one who got him into it to begin with).



Honest John and Gideon are out taking a stroll in the village while observing a group of nearby children heading to school, with Honest John admirably commenting on their dedication to their studies. The two characters then notice a poster advertising an upcoming performance held by the famous puppeteer, Stromboli, prompting the fox to jokingly recall to Gideon a time when he attempted to pass the cat off as a puppet during a previous show, to which Gideon agrees with a bashful expression. As they resume their stroll, they notice a living puppet, Pinocchio, passing between them on his way to school. At first glance, they take no notice, but soon enough, they suddenly rush back to observe an oblivious Pinocchio from a distance, astonished at the sight of a puppet that walks without strings. This prompts Honest John to cook up a new get-rich-quick scheme, namely selling Pinocchio to Stromboli. They quickly tell the wooden boy, getting ahead of him to stage an unexpected encounter by "accidentally" tripping him. With the conversation now initiated by an "apology" for the action, Honest John and Gideon "befriend" Pinocchio, telling him that the life of an actor is more successful than school. Honest John's persuasive words of the "easy road" to success convince the puppet and they head off to Stromboli's caravan in a parade-like march, with the fox singing "Hi-Diddle-Dee-Dee" on the way.

Along the way, Jiminy Cricket, rushes through town to find Pinocchio (apparently having slept in) until he notices the boy with Honest John and Gideon. Realizing Pinocchio is heading in the wrong direction, Jiminy tries to catch up with them and call out to them, but the fox's singing drowns out his shouts. The cricket then hops aboard John's tail to the top of his hat and loudly whistles out to them, which immediately gets their attention. John looks around (possibly fearing nearby police), and Pinnochio innocently points to Jiminy on Honest John's hat. Honest John and Gideon however look up to see Jiminy, both having no idea who Jiminy is, leading the fox to believe the boy is "seeing things". Meanwhile, Gideon finally does discover Jiminy and, after being briefly tricked by the cricket into remaining quiet before realizing it, pulls out a mallet with intent to crush him. As Honest John tries to calm down an excited Pinocchio, Gideon stealthily sneaks onto the fox's back and raises his mallet, but his cast shadow on Jiminy gives him away, and Jiminy hops off John's hat at the last minute, causing the cat to inadvertently hit John instead, forcing the latter's head to get stuck inside his hat. Realizing the mistake and fearing the repercussions, Gideon hands Pinocchio the mallet and quickly flees. With the two crooks distracted, Jiminy is finally able to get Pinocchio's attention and advise him to politely decline their offer and go to school. Meanwhile as the fox tries free himself, he angrily yells at Gideon to help him, to which the cat responds by using John's cane to secure the hat to the ground and bashing John again with the mallet, the force finally freeing the fox from the hat but also sending him flying into a nearby puddle. After regaining composure, the two con men find Pinocchio and convince him again to come with them to Stromboli's caravan, where they succeed in selling the boy to the puppet master.

Later on, Honest John and Gideon are seen at the Red Lobster Inn speaking with the Coachman for a proposition. The crafty fox at first recalls the success of selling Pinocchio to Stromboli as his star attraction. He further emphasizes this success by flaunting off the proceeds he made out of it before finally asking the Coachman about his plan. The job is to collect "stupid little boys" and gather them up to the Coachman to take to Pleasure Island. Honest John, who seems to have a good idea of what happens there, fears the worst if the law catches them collecting these boys but the Coachman reassures him that no risk is involved because the boys collected "never come back... as... BOYS!!!!". At this instant, the Coachman reveals his true evil face, and Honest John and Gideon are both horrified and are reluctant but still agree to go along with their new boss's plan, as he has promised to pay them handsomely.

During their hunt for little boys, Honest John and Gideon run into Pinocchio once again. Pinocchio, who had just escaped from Stromboli, declares to the pair that he no longer wants to be an actor and describes them about the puppeteer's cruel treatment. Playing on the boy's sympathies, Honest John remarks that he "must be a nervous wreck", but this quickly sparks an idea for another scam. To trick the boy this time, the two act as doctors and dupe the puppet into believing he has an "allergy", using a fake diagnosis. Honest John claims the only cure is a vacation to Pleasure Island and offers him a ticket (a playing card, the ace of spades). Despite Pinocchio's desire to return home, he ends up letting them take him to the Coachman's coach by carrying him. Afterwards, they are not seen again for the remainder of the film, but only Foulfellow is later mentioned by Pinocchio when he befriends Lampwick, not Gideon. It is also implied in a deleted scene that Foulfellow and Gideon were finally arrested by the police for their dishonest actions.

House of Mouse]'

The two have made many cameos along with many other Disney characters, usually sitting together.

In "Jiminy Cricket", Honest John and Gideon were used as examples of temptations by Jiminy.

In "Pete's One-Man Show", a life-sized cutout of Honest John (along with several other Disney characters) was used to trick Pete into thinking the club had a full house.

In "Mickey vs. Shelby", Honest John and Gideon made a cameo with The Coachman.

Honest John and Gideon also made a cameo appearance in a crowd shot on Mickey's House of Villains, but for some reason, they did not take part in the takeover, as Stromboli was the only villain from Pinocchio to take part in the takeover during "It's Our House Now".

Other appearances

Honest John makes a cameo in the Bonkers series in a couple of mugshots on a computer, implying that he is a criminal in the series.

Honest John and Gideon make a cameo in the Darkwing Duck series and comic books.

Live-action appearances

The Mouse Factory

Honest John and Gideon made recurring appearances in the live-action wrap-around skits alongside the other costumed characters and celebrity guests.

Once Upon a Time

In the ABC fantasy/drama, Honest John and Gideon don't appear. However, they are represented by the characters Martin (portrayed by Harry Groener) and Myrna (portrayed by Carolyn Hennesy).

They are the parents of Jiminy (before he became a cricket) and were, like in the film, con artists. Their son, however, disapproved of their selfish crimes and was constantly forced to partake in their cruel agendas. One day, however, Jiminy obtains a potion from Rumplestiltskin, capable of putting an end to his parents' thefts.

Later that evening, Jiminy's parents begin another one of their schemes. After a young couple offers them hospitality for the evening, his parents warn about a false plague. Terrified, the poor couple forfeits most of their possessions to pay for the "cure" Jiminy's parents have. As they leave, Jiminy stands up to the crooks and throws Rumplestiltskin's potion onto them. Unfortunately, however, it has no effect. Jiminy soon realizes his parents switched the potion and gave it to the poor couple. Once he rushes back into their home to save them, he finds the couple magically transformed into puppets. Seeing this, Martin and Myrna laugh cruelly at the fate that befell the family, coming out victorious.

Characters Emma and Graham also stroll past a store called Worthington's Haberdashery, a probable reference to Honest John's other name, J. Worthington Foulfellow.

Printed Media

In comics (specifically internationally) Honest John and Gideon are occasional antagonists to various Disney characters including Donald Duck and Snow White, often trying to swindle them. They could also be seen with other Disney villains, as well, such as Captain Hook and the Big Bad Wolf.

Unlike the film, Gideon actually talks in the comic stories.

Danish comics follows the adventures of Pinocchio outside of the film, with Foulfellow and Gideon serving as antagonists.

Mickey's Christmas Carol

Honest John and Gideon would appear on the original Disney storybook and record of Mickey's Christmas Carol as the two charity collectors who try to solicit a donation from Scrooge (Uncle Scrooge) at the beginning (an inside gag being that Gideon for once gets to speak and the two acting out of character). When it was redone as a 1983 cartoon featurette, they would be replaced by Water Rat and Mole.

The Emperor's New Clothes

In the Disney adaption of the story, Honest John and Gideon swindle Prince John into buying "an invisible robe" fit for a king.

Kingdom Keepers

Honest John and Gideon appear in the fifth installment of the popular book series. They are featured as members of the Disney Villains legion known as the Overtakers and battle Finn in chapter six of Shell Game.

Video games


In the Pinocchio game, Honest John and Gideon appear as enemies during the first stage, as Pinocchio makes his way for school. Like the film, they manage to manipulate him into becoming an actor and sells him off the Stromboli; leading to the next stage.

Kinect Disneyland Adventures

Honest John is mentioned in this game.

Pinocchio: "Mr. Honest John took me to see Mr. Stromboli. But he was real mean."

Disney Parks]

Honest John and Gideon have made numerous appearances in the Disney theme parks around the world as meetable characters. They are usually seen individually or with each other.

Disneyland Resort

Audio-animatronic versions of them appear in the Pinocchio's Daring Journey attraction.

Walt Disney World

The duo also takes part in Unleash the Villains at Disney's Hollywood Studios. Honest John is also part of the featured Halloween season meet-and-greet session along with other Disney villains.

In Mickey's Boo-to-You Halloween Parade, during Mickey's Not So Scary Halloween Party, Honest John can be seen alongside a legion of Disney villains. Unlike other parades, he is seen alone without Gideon.

In the former Magic Kingdom parade, Celebrate A Dreams Come True Parade, Honest John and Gideon were seen alongside half boy/half donkey children strolling behind Mickey Mouse's float with Pinocchio/Snow White's following behind them.

Tokyo Disney Resort

Today, they're perhaps most commonly found at the Mediterranean Harbor in Tokyo DisneySea, where they're available for meet and greets.


  • Honest John and Gideon have the distinction of being the first Disney villains with a musical number with "Hi-Diddle-Dee-Dee".
  • Foulfellow and Gideon were sometimes considered to be the main and/or supporting antagonists, due to them tricking Pinocchio two times, though this may not be quite true as neither of them did not drive the plot of the film and are not adversaries to Pinocchio, like Stromboli did.
  • Collodi, the author of the original Italian story of "Pinocchio", was said to have based the Fox and the Cat on a notorious local con artist and thief named Gatto ("Cat" in Italian).
  • Honest John and Gideon were originally planned to appear in the Mickey and the Beanstalk sequence of Fun and Fancy Free as the con-artists who sell Mickey the magic beans.
  • The duo were originally set to appear in Kingdom Hearts 358/2 Days due to their popularity in a Pinocchio-based world. The idea was dropped due to space restrictions.
  • Honest John and Gideon are the only villains in the film to appear, disappear, and return in later scenes.