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If we play our cards right, we'll be on easy street! Or my name isn't Honest John!
―Honest John to Gideon

J. Worthington Foulfellow (also known as Honest John) is one of the first two antagonists in Disney's 1940 animated feature film, Pinocchio. He is an anthropomorphic, con-artist fox who regularly swindles the residents of a small town with the aid of his bumbling partner and sidekick, Gideon. Though a seasoned crook, Honest John is soft-spoken and charismatic. His schemes are typically smaller scale, but he is apparently no stranger to darker actions, or at least he shows he'd be willing to do them if a lot of money is involved.



Honest John is based off the Fox character from the original collection of Pinocchio stories by Carlo Collodi. 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. The character was reworked in the Disney iteration to be a charming villain, though is not objectively a real threat. And if Jiminy Cricket represents conscience and moral, Honest John represents temptation and dishonesty.

Prior to "Hi-Diddle-Dee-Dee", Foulfellow once had a song simply titled "Honest John" that was sung mostly by a chorus, then used in the film's promotional campaign. The song detailed Foulfellow's reputation amongst the village by highlighting some of his petty crimes and shiftless behavior.

In the film, the fate of Honest John and Gideon was ultimately removed, as the two conmen would have been arrested while attempting to swindle Pinocchio for the third time and taken into custody for reasons not specified. This was all cut for unknown reasons, presumably due to time constraints and/or costs. It can be easily deduced by the viewers anyway.


Foulfellow is how many foxes are portrayed: sly and sneaky. He is also very smart and deceiving, despite his clear "academic" limitations. He has taken the "easy road" to success and is somewhat undereducated, in spite of his apparent appreciation for school as a "noble institution" (he may be not serious, of course). He is also not immune from 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. He is illiterate, he cannot even spell Pinocchio's name; he could only reach up to P-I-N. Plus, he shows to be unable to read, as he tries to read Pinocchio's book with upside-down letters. However, as revealed in his first scene in the film and in his faux diagnosis of Pinocchio, he does possess some expanded vocabulary (though, in the latter case, most of it invented by himself while improvising and exploiting Pinocchio's naivety and unfamiliarity).

Honest John is remarkably persuasive and can convince anybody (or at least anybody not particularly smart, clever, or intelligent and easy to manipulate) to do what he wants. His plans are reliable and clever, but are often inadvertently close to being spoiled by his impulsive and dimwit partner and sidekick, Gideon. He is also apparently easily tempted to kill in order to make much more money than usual, 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, or at least he's wary of the consequences. 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).

Physical appearance

Honest John is a tall and slender anthropomorphic red fox with a beige face and muzzle, dark gray circles, thick black eyebrows, black nose, buff tail tip, copper eyes, a pair of 2 whiskers, and sienna ear innards. He has light brown feet with light gray soles and gray prints. John typically dons a old and ruined greenish gray top hat with light gray band, green shirt with gold buttons and light gray patches on his elbows, both light gray high collar and cuffs with white cufflinks, cream gloves (with a hole on its right pinky), black cravat, teal stirrup pants with gold linings and both light gray patches on his knees, blue and red cape with gold brooch. He keeps a black cane on his person.



Honest John manipulating Pinocchio.

Honest John first appears with Gideon, 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. He then notices 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. As they resume their stroll, Honest John spots a little wooden boy, Pinocchio, passing between them on his way to school. Honest John and Gideon are astonished at the sight of a live puppet without strings. Honest John cooks up a new get-rich-quick scheme, namely selling Pinocchio to Stromboli. He and Gideon tail Pinocchio and stage an unexpected encounter by "accidentally" tripping him. After a faux apology, Honest John "befriends" Pinocchio, telling him that the life of an actor is more prosperous than one could attained from graduating school. While singing "Hi-Diddle-Dee-Dee", they head off to Stromboli's caravan. Along the way, Jiminy Cricket notices Pinocchio with Honest John and Gideon. The cricket hops aboard John's top hat and loudly whistles out to them. John fearfully looks around (probably fearing nearby police), and Pinocchio innocently points to Jiminy on Honest John's hat. Honest John is unable to see Jiminy, however, leading the fox to believe Pinocchio is "seeing things". Meanwhile, Gideon tries to crush Jiminy with a mallet, but inadvertently hits John instead. With the two crooks distracted, Jiminy advises Pinocchio to politely decline their offer and go to school. After regaining composure, Honest John finds Pinocchio and convince him again to come with them to Stromboli's caravan, where he succeeds in selling the boy to the puppet master.

Honest John conspiring with the Coachman.

Later on, Honest John and Gideon are seen at the Red Lobster Inn, where the crafty fox boasts about their latest (miserable) payout. He then negotiates with the Coachman, who listened to their story while he was there relaxing, over a new proposition, which involves collecting "stupid little boys" to take to Pleasure Island. Claiming to have an idea of what happens there (something terrible), Honest John fears the worst if the law catches them, but the Coachman reassures him that there's no risk as the victims will "never come back as boys". Though horrified by the Coachman with his scary and demonic face, Honest John agrees, though more out of fear, and is promised a handsome reward for his participation if he brings enough children. During their desperate search for little boys late in the evening and with no one around, Honest John and Gideon run into Pinocchio once again. Having escaped from Stromboli, Pinocchio declares to John that he no longer wants to be an actor, describing Stromboli's cruel treatment. Playing on the boy's sympathies, Honest John remarks that he "must be a nervous wreck" and acts as a doctor to dupe the puppet into believing he is "allergic". Honest John claims the only cure is a vacation to Pleasure Island and offers him a "ticket" (a simple playing card, an Ace of Spades). Despite Pinocchio's attempt to decline and return home, Foulfellow and Gideon almost forcefully—yet whimsically—take him to the Coachman's coach. After this, Honest John is not seen again for the remainder of the film, but he is later mentioned by Pinocchio when he befriends Lampwick. Along with Gideon, Foulfellow is presumably arrested off-screen due to Pinocchio's escape from Pleasure Island and/or due to Geppetto who came to learn of Pinocchio's presence on said island, or for some of his usual petty crimes, living in pure and more poverty and misery like in the original story or suffering no consequences for his actions and continuing to scam people. However, considering his bad reputation and constant problems with the law and the fact that he lives and operates in the same town also Pinocchio and Geppetto reside in, one of the former three is more probable (unless the two crooks fled the town in fear, of course). Anyway, Pinocchio will no longer be tempted and tricked by them again after learning the lesson from his experience and odyssey and becoming a real boy.

House of Mouse

Foulfellow, Lampwick, and Gideon in House of Mouse.

Honest John makes numerous cameo appearances in the animated series, typically seen sitting alongside Gideon. They mainly appear in crowd shots used for cheering on a cartoon or performance, including Mickey's House of Villains.

In "Jiminy Cricket", Honest John and Gideon were used as examples of temptations by Jiminy, seen sitting alongside Lampwick as his ears transform into that of a donkey's. During his speech, Jiminy states, "If a guy named Foulfellow invites you to a place called Pleasure Island, don't go! I mean, he's got the word 'foul' right in his name!"

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.

Other appearances

Honest John and Gideon were 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.

Honest John makes a cameo in the Bonkers series in the episode "Of Mice and Menace". He appears in a couple of mugshots on a computer, implying that he is a criminal in the series.

Honest John was planned to appear in an unproduced Mickey and the Three Musketeers film pre-dating Mickey, Donald, Goofy: The Three Musketeers. In this version, he would have featured in the role of Cardinal Richelieu and his henchman.

Honest John appears in a brief cameo in Pixar's Luca both during an imaginary sequence and as a drawing. His design in the movie was notably altered to closely resemble The Fox in the original book.

Live-action appearances

The Mouse Factory

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

Once Upon a Time

The con artist Martin serve the role of Honest John in Once Upon a Time.

In the ABC fantasy/drama, Honest John does not appear. However, he is represented by the character Martin (portrayed by Harry Groener). Here, he and Myrna (who represents Gideon) 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 J. Worthington Foulfellow.

Pinocchio (2022 film)

Honest John and Gideon in the live-action remake.

Honest John appears with Gideon in the upcoming live-action adaptation of the original 1940 film. Here, he will be voiced by Keegan-Michael Key.

Printed media


Honest John cons Pinocchio in a Disney comic.

In the Pinocchio series part of Walt Disney Comics & Stories, Honest John regularly visits Pinocchio and cons the wooden boy into aiding the former in a scam. Pinocchio, despite Jiminy's protests, falls for Honest John's lies each time and genuinely believes the fox to be his friend. The comics also reveal that Jiminy has known Honest John prior to Pinocchio, though it is unclear if it was personal or by reputation (as the film itself hints, most likely the latter).

In issue #576, Foulfellow ropes Pinocchio into becoming his new sidekick. When Jiminy tries to stop them, Foulfellow simply traps him in a vase. Together, Foulfellow and Pinocchio run off with a stolen coach and horse and sell a product called "Honest John's Magic Mixture". It supposedly cures all illnesses, but in reality, it is merely a vial of spring water. Foulfellow also uses Pinocchio as a means to distract villagers while the former steals their valuables. One night, an angry mob approaches Honest John and Pinocchio's wagon. The fox makes a quick escape, while Pinocchio learns the truth of his deeds and returns the stolen valuables.

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. 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 appears in the fifth installment of the popular book series. He and Gideon 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 appears as an enemy during the first stage, as Pinocchio makes his way for school. He pops up at entryways and sticks out his cane as a hazard. At the end of the level, he quickly meets up with Pinocchio, throws his schoolbook away, and convinces the puppet to become an actor for Stromboli; leading to the next stage.

Kinect: Disneyland Adventures

Honest John is mentioned by Pinocchio in this game during a dialogue exchange.[2]


Honest John (credited simply as "the Fox") appears in the musical as a recurring adversary in the story. Like the film, he first encounters Pinocchio while the latter is on his way to school. The Fox claims that the key to becoming a real boy is to become famous through the theatre. Later, the Fox attacks Jiminy and tells Pinocchio that she went ahead. The Fox then entices Pinocchio to run off to Pleasure Island, as the only way to become a real boy is through pleasure. During their final encounter, the Fox reveals his evil intentions; Pinocchio was carved out of a magical tree that the Fox was trying to destroy, explaining why he made so many attempts to have Pinocchio killed. The Fox offers to pay for Pinocchio's head, but Pinocchio declines. Instead, he cuts off the Fox's tail, stripping away his power.

Disney Parks

Honest John posing for a photo at one of the Disney parks.

Honest John has made numerous appearances in the Disney theme parks around the world as a meetable character. He most often appears with Gideon by his side, but can occasionally be found alone.

Disneyland Resort

An animatronic version of Honest John appears in Pleasure Island sequence of the Pinocchio's Daring Journey attraction. A mural depicting Honest John with Gideon and Pinocchio is also featured at the vehicle loading station.

Walt Disney World

In Florida, Honest John took part in Unleash the Villains at Disney's Hollywood Studios. He 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.

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 ahead of Pinocchio's float.

Tokyo Disney Resort

Honest John is a popular character in the Japanese parks. He is most most commonly found at the Mediterranean Harbor in Tokyo DisneySea, where he is available for meet and greets. He also appears in Fantasyland and is featured in a decent amount of merchandise relating to the Disney Villains franchise throughout the resort.


The Disney Wiki has a collection of images and media related to Honest John.


  • Despite being called "Honest John", ironically, his nature is actually deceptive rather than honest as he is in fact a conman and thief.
  • Honest John has the distinction of being the first Disney villain with a musical number with "Hi-Diddle-Dee-Dee".
  • His "theatrical" appearance and characterization based on a vaudeville artist could imply that he, along with Gideon, may be a failed actor or comedian.
  • As Honest John represents temptation and dishonesty, two themes which the story is particularly focused on, it's implied that he and Gideon represent also Pinocchio's possible fate if he refused to follow his conscience for the "easy road".
  • On original model sheets, the character is referred to simply as "Fox".
  • Honest John was originally set to appear in Kingdom Hearts 358/2 Days alongside Gideon due to their popularity in a Pinocchio-based world. The idea was dropped due to space restrictions, although profile sprites of them appeared in the game's data.
  • While he showed some willingness to murder for profit, it is debatable on whether or not he would actually go through with it.
  • It is possible that he and Gideon, for fear either for possible extreme legal consequences and the Coachman, decided to take just Pinocchio to the Coachman because of him not being a "real boy".
    • For this reason, although it's not seen on-screen, it is quite unlikely that the Coachman paid them so much, also because he is aware of their stupidity and cowardice.
    • While the first time Foulfellow swindled Pinocchio driven merely by a potential profit, the second time he did it mainly out of fear.
  • Honest John and Gideon are the only villains in the film to appear, disappear, and return in later scenes.
  • In the original novel, the Fox is a male, but in many adaptations of the story, he is sometimes depicted as a female, probably because the Italian word "Volpe" (Fox) is a feminine noun.


  1. "Cynthia Erivo to Play Blue Fairy in Robert Zemeckis’ ‘Pinocchio’ (Exclusive)". The Wrap. Retrieved on March 3, 2021.
  2. Pinocchio: "Mister Honest John took me to see Mister Stromboli. But he was real mean."

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See also
Darkwing DuckRaw ToonageGoof TroopWho Framed Roger RabbitThe Disney Afternoon

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