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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[src]

J. Worthington Foulfellow (also known as Honest John) is one of the first two antagonists to appear 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 cat stooge, 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 tasks.



Honest John is based off the Fox character from the original Pinocchio book 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 con men 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.


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). Foulfellow 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, as he cannot even spell Pinocchio's name; he could only reach up to P-I-N. Plus, he is shown to be unable to read, as he tries to read Pinocchio's book upside down. 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, in contrast to his partner and sidekick, Gideon, who relies on "crude" tactics by knocking out his victims with a mallet. 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. Foulfellow 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 two whiskers, and sienna ear innards. He has light brown feet with light gray soles and gray prints. John typically dons an 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 attain 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.

Pinocchio-disneyscreencaps com-6036

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. Honest John reels back in horror upon hearing the Coachman's idea of taking boys to Pleasure Island, suggesting that he has some idea of what happens there (something terrible) and/or at least is aware of its legality and legal consequences if caught; Honest John fears the worst if the law catches them or the boys report them, but the Coachman reassures him that there's no risk as the victims did, do, and 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 Ace of Spades playing card). Despite Pinocchio's attempt to decline and return home, Honest John 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.

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.

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[]

Martin OUAT

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)[]

Pinocchio 2022 (24)

Honest John in the live-action remake.

Honest John appears in the live-action adaptation of the original 1940 film. Here, he is voiced by Keegan-Michael Key, while his sidekick Gideon is mostly silent throughout.

He and Gideon's roles in the movie are almost identical to the original film, however there are a few key differences. While John's bombastic and flamboyant nature are retained, he is somewhat less sinister, as he has no relationship with the Coachman and does not play any role in Pinocchio going to Pleasure Island. After being subdued in their first encounter, he and Gideon trail Pinocchio to the local school. Pinocchio is thrown out of school due to not being a real boy and Honest John and Gideon use the opportunity to fully convince Pinocchio to go to Stromboli's. John even managed to keep Jiminy from interfering again by trapping him in a discarded glass jar. After charming the boy once again with his sharp speech and wit, he happily resumes his road to an actor's life and accompanies the puppet to be sold on. He and Gideon are not seen again for the rest of the movie.

Printed media[]


Pinocchio Honest JohnComic Panels

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 to 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.[1]


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 theater. 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 Character Central

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 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".
  • 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 he would actually go through with it.
  • Honest John and Gideon are the only villains in the film to appear, disappear, and return in later scenes.


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

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Alice in Wonderland: AliceMad HatterMarch HareDormouseWhite RabbitCheshire CatTweedle Dum and Tweedle DeeQueen of HeartsKing of HeartsCaterpillarDinahOysters
Peter Pan: Peter PanTinker BellWendy DarlingJohn DarlingMichael DarlingCaptain HookMr SmeeNanaTick TockTiger Lily
Lady and the Tramp: LadyTrampSi and AmJockTrustyPeg
Sleeping Beauty: AuroraPhillipMaleficentFloraFaunaMerryweatherDiabloSamsonKing StefanGoonOwlRabbit
Mary Poppins: Mary PoppinsBertPenguin Waiter • Carousel Horse
One Hundred and One Dalmatians: Cruella De VilLuckyPatchRolly
The Jungle Book: MowgliBalooBagheeraShere KhanKaaKing LouieHathi, Jr.Raksha
Pete's Dragon: Elliott
The Fox and the Hound: TodCopper
The Aristocats: MarieBerliozToulouseDuchessThomas O'Malley
The Rescuers: BernardBianca
Oliver & Company: OliverDodgerTitoRitaFrancisEinstein
The Little Mermaid: ArielFlounderSebastianEricUrsulaTritonMaxScuttle
Beauty and the Beast: BelleBeastLumiereCogsworthMrs. PottsChipMauricePhilippeGastonLeFou
Aladdin: AladdinAbuGenieJasmineJafarSultanIagoRajah
The Nightmare Before Christmas: Jack SkellingtonSallyZeroLock, Shock, and BarrelOogie BoogieDr. FinkelsteinMayor of Halloween TownSanta Claus
The Lion King: SimbaNalaTimonPumbaaZazuRafikiScarEd
Pocahontas: PocahontasJohn SmithMeekoFlitPercy
Hercules: HerculesMegaraHades
Mulan: MulanLi ShangMushuFa ZhouKhan
The Emperor's New Groove: KuzcoYzmaKronk
Mickey, Donald, Goofy: The Three Musketeers: Mickey MouseMinnie MouseDonald DuckGoofy
Chicken Little: Chicken Little
The Princess and the Frog: TianaDr. Facilier
Tangled: RapunzelFlynn RiderPascalMaximusMother GothelQueen AriannaKing FredericCassandra • Fidella • Pub Thug
Wreck-It Ralph: Wreck-It RalphFix-It Felix Jr.
Frozen: AnnaElsaOlafKristoffSvenHansSnowgiesBruni
Big Hero 6: HiroBaymaxFredWasabiHoney LemonGo Go TomagoTadashi HamadaYokaiMochi
Zootopia: Judy HoppsNick WildeMayor LionheartFlashYaxGazelleChief BogoClawhauserFinnickMr. BigBellwetherJerry Jumbeaux Jr.
Moana: MoanaMauiPuaHeiheiTamatoaKakamora
Chip 'n Dale Rescue Rangers: ChipDaleGadgetMonterey Jack
Phineas and Ferb: Perry
The Lion Guard: KionOnoBungaBeshteFuli
DuckTales (2017): Scrooge McDuckHuey, Dewey, and LouieWebby Vanderquack
Kingdom Hearts: SoraRikuKairiAquaXemnasAnsem, Seeker of DarknessVentusTerra • Chirithy • LeaYoung XehanortRoxas • Dark Riku • Naminé
Sofia the First: SofiaMinimusSkye
Elena of Avalor: Elena
Enchanted: Giselle
Disney Fairies: PeriwinkleRosettaSilvermist
The Sword in the Stone: WartMerlin
Oliver & Company: Oliver
Raya and the Last Dragon: RayaSisu
Twisted Wonderland: Grim
Encanto: MirabelIsabela

Toy Story: WoodyBuzz LightyearBo PeepHammAlienJessieRexBullseyeStinky PeteLotsoForkyDucky and Bunny

A Bug's Life: FlikDotHeimlich
Monsters, Inc.: SulleyMikeBooRandallCeliaRozFungusGeorge Sanderson
Cars: Lightning McQueenMaterSallyDoc HudsonJackson StormCruz RamirezMackMiss Fritter
Finding Nemo: NemoDoryMarlinCrushBruceDestinyBaileyHankSquirtNigelGillSheldonPearlDarlaCharlieJenny
Ratatouille: RemyLinguini
Up: Carl FredricksenDugKevinRussell
Brave: Merida
Inside Out: JoySadnessAngerDisgustFearBing Bong
The Good Dinosaur: Arlo
Coco (film): MiguelHéctorImelda
Onward: Ian LightfootBarley Lightfoot
Soul: Joe22
Luca: Luca
Turning Red: Mei
Lightyear: Sox
Luxo, Jr.: Luxo, Jr.

Disney Parks
MonorailWalter E. DisneyDumboMad Tea PartySplash MountainAstro OrbiterMatterhorn BobsledsThe Haunted MansionAlbertEnchanted Tiki RoomOrange BirdPirates of the CaribbeanJungle CruiseBig AlBonnie BearTower of Terror
The Avengers: Iron ManCaptain AmericaThorThe HulkBlack WidowHawkeyeFalconWar MachineWinter SoldierAnt-ManBlack PantherVisionSharon Carter

Ultimate Spider-Man: Spider-ManVenomGreen GoblinMiles MoralesLizardRhinoDoctor OctopusIron SpiderSpider-GwenKraven the HunterHobgoblin
Guardians of the Galaxy: Star-LordGamoraRocket RaccoonGrootDrax
Marvel's Women of Power: WaspElektraCaptain MarvelShe-HulkSpider-Woman
Marvel Icons: DaredevilDoctor StrangeGhost RiderMs. MarvelThanos

Star Wars
Luke SkywalkerHan SoloPrincess LeiaC-3POR2-D2Moff TarkinYodaChewbaccaStormtrooperSandtrooperAT-AT DriverRed GuardTusken RaiderJawaWicketJabba the HuttGreedoObi-Wan KenobiQui-Gon JinnQueen AmidalaClone TrooperJar Jar BinksDarth MaulJango FettGeneral GrievousAayla SecuraAnakin Skywalker/Darth VaderMace WinduCount DookuPlo KoonReyFinnBB-8Kylo RenPoe DameronCaptain PhasmaFirst Order StormtrooperMaz KanataThe MandalorianThe Child
The Muppets
KermitMiss PiggyFozzie BearRowlfGonzoAnimalThe Swedish Chef