Original subtitles

Taxi. Taxi.

Get your morning paper.

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

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

The next time, bring your wife.

We should have believed the critic.

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

Six dollar pass and three hours wasted.

So what? Tomorrow I'm a busboy.

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

Curtain.

Namward.

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

Vivienne De Beer.

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

Eddie Park.

Three flops in a row and what flops.

Anne Freeman.

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

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

What makes you think he isn't?

Well, he's been very nice to me!

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

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

Story of my life, Moke.

Short story...

Flynn wins public,

Flynn loses public.

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

five road companies.

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

That was the year I built this theater.

The Flynn Theater.

My personal monument.

May I bring you up to date?

How soon are we moving out of this personal monument?

Before somebody asks us out?

I accept your resignation.

Who resigned?

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

Who needs the money?

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

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

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

So, you're resting between miracles.

Okay, comes the dawn...

you're a genius again.

Even a champ gets knocked out sometimes.

Not that you're not that, you understand.

Ah, you're right, Moke.

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

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

Hello, Flynn.

I just caught your show.

Pretty bad, wasn't it?

Since when have bankers been critics?

I hope you won't mind,

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

They were crazy about your office.

Very much impressed with your taste.

They're thinking of buying it.

I'm not thinking of selling.

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

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

I didn't spend my life building this monument

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

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

No extension. One week.

What? You mean to stand there and tell me that

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

Like the one I just saw?

McKenzie.

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

Stop living in the past.

You've had three flops in a row.

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

and now you're asking again.

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

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

You're through, Flynn.

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

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

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

Well, you see, in this production...

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

What does the public need in times like these?

Escape.

And escape through beauty.

Ah, beauty.

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

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

Pyramids mirrored in the lake.

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

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

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

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

- Yeah! Pyramids! - That's right!

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

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

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

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

McKenzie...

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

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

And they'll hear music!

200 voices...

blending in celestial harmony!

- Beautiful. - Yes. A song of triumph!

Yes, yes.

Yes! Yeah...

No.

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

You're not gonna do that to me again.

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

Man regaining the paradise that was lost!

One week.

One week...

Say...

That Sphynx. That was great.

- Hmm? - What Sphynx?

Why, the one with the pyramids.

Oh, but Jerry.

Man's soul struggling up through the turmoil.

When are we going to rehearsal?

What, with this?

I know, but the mysticism of the East!

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

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

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

Good night, pop.

Good night, Mr. Flynn.

Hey, Pinky. Look what I found.

Maybe it belongs to that man over there.

What man?

You oughta give him a look for his nickel

if it's his.

Hey mister, did you lose something?

Just a theater.

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

Wait a minute.

Did you lose a nickel?

I didn't lose it, son.

I threw it over my shoulder for luck.

See, I told you it's his.

So he's got a right to look.

Go on, fatso. Hold up the box.

He's the only customer we ever got.

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

Alright, go on. Play.

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

Look at what?

A trained caterpillar.

- A trained caterpillar? - Sure.

He dances.

Bend down real close and watch.

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

Take it easy.

Now he stopped dancing.

He stopped when you did.

Sure. That's the way Pinky trained him.

Beat it, Pinky! The cops!

Was they bothering you, Mr. Flynn?

Hmm? Oh, no, no.

No, they just had a dancing caterpillar.

Oh... They had a what?

Caterpillar.

Most remarkable thing I've ever seen.

Stood right up and danced.

Mr. Flynn...

I've known you for years.

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

And before you know it you'll...

The kid had it

in a box, I mean...

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

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

with mountains and trees and streams...

He danced!

Who danced?

The caterpillar.

Yeah, I know.

I know a little place upstate.

Me brother-in-law went to it.

I'm telling you he danced!

Yeah, yeah. I know.

But the green trees...

The streams, Mr. Flynn.

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

It means you've gotta go upstate for arrest.

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

He danced!

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

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

Look...

Do you mind if I have another look?

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

Got another nickel?

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

Thanks.

What are we giving, a benefit?

Hey.

Does Curly dance to any other kind of music?

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

Have you tried any other tunes?

Oh yes, but he only likes this one.

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

- Good night. - Good night.

Hey, fellas.

Look, do you wanna sell Curly?

- How much? - Wait a minute, fatso.

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

Well...

Well, why not?

Well, because I...

Well...

Just because.

On account of he's stuck on him.

Shut up, fatso.

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

Not even for a dollar.

Not even for two dollars.

He's my pet.

I trained him from a pup.

Look, Pinky.

I know exactly how you feel.

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

Pinky...

This caterpillar may be quite valuable.

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

Oh, I could never sell Curly.

He'd die without me.

He'd die without you?

I'll never sell Curly.

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

Now, look.

What do you say you and I become partners?

Partners?

Does that mean Curly stays with me?

Sure. Curly will come with us

and then Curly will be our client.

What do you mean, client?

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

I'd have to explain that to your parents.

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

I got a sister.

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

Say, would you mind playing the harmonica again?

I just wanna have another look.

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

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

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

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

He understands everything I say.

I'm always talking to him.

You mean... he understands you?

Sure he does.

You talked to him?

Only when we're alone.

Hey, play it once more, will you?

Go on, play it.

Well?

What are you doing with my brother?

- Brother? - That's me.

Hello, Flynn.

Flynn?

That's me.

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

Did... Did you say...

Jerry Flynn?

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

I'm in show business too.

Chorus.

Mr. Flynn, it's pretty upsetting

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

and find your brother's missing.

I hope you understand.

I understand.

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

You see...

I'm interested in your brother's caterpillar.

You see, we're going places.

With the caterpillar?

Yes.

Well, I'm sorry, Mr. Flynn.

Good night.

Wait a minute, wait a minute.

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

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

Hey! Jeannie!

You can't take Curly away from me!

See, Jeannie?

I mean Miss...

Thompson.

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

The partner of a 9-year-old boy?

Yes. I could build that caterpillar up into something big

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

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

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

about caterpillars.

Good night, Mr. Flynn.

He's gonna get it.

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

Hey, wait, fatso. Look.

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

and tell him to bring Curly.

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

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

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

Certainly. That caterpillar really dances!

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

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

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

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

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

What do you want to see Mr. Flynn for?

Something.

What's in the box?

- Nothing. - Tell me, little guy.

Kind of young to be a producer, aint ya?

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

Ordinarily, we wouldn't bring this up.

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

Anything.

Pinky!

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

- How are you? - Fine.

That's all, gentlemen.

Get out quicker. Please, quicker.

Oh, am I glad you're here.

You two know each other?

Pinky, the Moke.

Moke, this is Pinky.

- Hi. - Hi.

My partner.

- Your what? - Partner.

Hey, how's Curly this morning?

He's fine.

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

Say...

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

He's as strong as a full back.

Good. That's all I wanted to hear.

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

- Have you had your breakfast yet? - No.

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

I'll order some right away.

Hey, wait a minute.

What goes on here?

A miracle.

I'm holding on to my theater.

Room service, please.

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

This is Flynn.

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

How about the same for you, Pinky?

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

Do you always have that for breakfast?

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

Okay.

I want a frankfurter. Give it the works.

With some ice cream.

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

I wanna see that money.

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

Mr. Flynn

Curly would like some cabbage leaves.

Raw.

Expecting company?

No.

One order of cabbage leaves.

No dressing.

Who are the cabbage leaves for?

Curly.

Oh, for Curly.

Look.

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

No check.

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

I got it.

It's right here in this box.

Oh, it's jewels, huh?

You got the kid handing out jewels?

No jewels.

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

What shape's it in?

A caterpillar.

Caterpillar?

Oh, one out of a museum?

I saw a diamond with a curse on it there.

No, a live caterpillar.

A fuzzy, little, brown caterpillar and he dances.

Soft shoe or buck and wing?

Or maybe he does taps too, huh?

Pinky, show him.

Look right in there.

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

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

Now, what do you see?

A worm, wiggling.

Now what do you see?

A worm stopped wiggling.

Now do you get it?

Do you see what I mean?

All I could see was a worm.

Yes... A worm.

And a worm that dances.

Now, look, Moke...

That little worm...

A little worm...

was crawling around in the dirt...

and a little boy came up to it

and picked it up.

And then he played the harmonica

and the caterpillar heard the music.

And inside his fuzzy little body, something clicked.

It raised its head and danced.

You don't say.

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

Something about magic lamps and charms.

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

fairytales and lamps and charms...

Look, so the bug walks, so he wiggles

so he crawls, so he dances.

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

Nah, nah. Miracle or no miracle, Jerry.

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

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

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

What are you talking about, Moke?

We'd never sell Curly, would we?

No... Hey...

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

Don't wait for me.

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

- I'll be right back. - Okay.

Hey, Pinky!

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

Look, don't ever mention anything about selling.

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

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

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

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

I'm not crazy, Moke.

Caterpillars come and go but that one has talent.

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

What does he mean?

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

I'll give it significance, importance, greatness.

They'll believe anything I want them to believe.

Moke...

I'm a showman.

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

I'll build Curly up into a dancing goldmine.

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

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

Feature roll? Jerry, not that.

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

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

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

Not if there's a horse that can run.

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

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

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

on the sidewalk

outside my theater.

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

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

Well, I'd...

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

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

Pinky Thompson. Stand up, Pinky.

And there in that box

is Curly,

a caterpillar that responds to music.

And believe it or not, he dances.

Play, Pinky.

Here, Brandt.

Gaze upon the wonder of the ages.

Flynn,

I listened as patiently as I could to that dribble.

Somehow I've been able to control my temper.

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

You have the unmitigated gall

to send your stooge down to my newspaper office

and drag me here to peek into a shoebox.

There's a war going on!

Or haven't you heard?

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

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

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

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

I keep faith in my readers.

Hey, Joe.

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

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

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

Imagine missing lunch to interview a caterpillar!

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

Oh, give me a break, Jerry.

I won't print a word of it.

Boys, don't pass up this story!

What story?

He means the obituary of a showman.

Not me! Pinky and the caterpillar!

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

That's a story I can use.

Well, Jerry, I guess I'll blow.

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

One of us has got to make a living.

So long.

Don't feel bad, Mr. Flynn.

I don't care what they said about Curly.

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

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

You mean we're not gonna be partners anymore?

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

You mean you don't believe in Curly anymore.

Maybe we rushed him before he was ready.

Sawyer? Brandt.

Just a waste of time.

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

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

How do I know how a caterpillar would dance?

I'll be back in five minutes.

I know, Mr. Flynn.

You're quitting.

It's okay with me, only...

Only Curly...

Curly ain't gonna understand.

He's gonna feel bad when I tell him.

Mmm... He'll get over it.

Well...

So long.

So long, Pinky.

Mr. Flynn...

- Yeah? - Did you ever do anything wrong?

Well, I guess I have.

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

Well, maybe it is, Pinky.

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

a dancing caterpillar.

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

- Who is it? - This is Gabriel Heatter.

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

I'm interested.

You are?

Well, hold on!

Don't go away!

Pinky!

Pinky!

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

Stay there, Pinky.

Hello, Mr. Heater?

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

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

I could see you later tonight.

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

We'll be right over.

Pinky, come on. Smile, boy, smile.

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

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

Come along, partner.

So goes the news for today.

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

which probably should begin

with "once upon a time,"

because it's a fairytale

and I witnessed it this afternoon.

Not long ago, a little boy, Pinky Thompson

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

And as he ambled along, he played on his harmonica

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

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

There at his feet was a caterpillar.

A fuzzy, fat, velvety, brown caterpillar

crawling slowly across the hard pavement.

For a moment, he watched it in fascination.

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

he stooped over and carefully picked it up and

held it tenderly in his hand.

To assure the caterpillar of his friendliness,

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

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

Now the caterpillar must have heard this music.

Because as the boy played on, this tiny creature

this refugee out of time and space

began to dance.

Yes, friends, this lowly caterpillar

looked down upon, not only by men,

but by birds and bees and the whole animal kingdom

suddenly stood up and asserted himself.

Until this time, no caterpillar known to man

had possessed the skill or the will to dance.

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

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

And with a human sense of rhythm.

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

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

Little did they know, that when they met

a phenomenon had been born.

One of the greatest of all time.

And yet strangely enough

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

some were disinterested.

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

But something, call it chance, fate...

coincidence...

brought Pinky to the doors of Flynn Theater.

Jerry Flynn, the famous theatrical producer,

who happened to be there at the moment

and who happens to be a man of great imagination

did bother to look.

And from that moment on

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

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

Well, ladies and gentlemen

I have seen Curly dance.

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

others as a phenomenon.

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

but I like to think...

as Curly looks up to Pinky and dances,

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

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

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

Perhaps Curly might be telling us

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

we should look up.

Look up.

Look up...

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

The caterpillar's name is Curly.

You can write for a copy of the broadcast.

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

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

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

Well, I said to my sister, Jeannie

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

She says, "Yes."

So, on my way to the store

I see a caterpillar crossing the street.

So, I stop to watch it, see?

Well, how'd you get him to dance?

Well, I started playing my harmonica.

I played the Beer Barrel Polka and...

My Country Tis of Thee and...

Jingle Bells and...

and lots more.

But Curly didn't like any of them.

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

Caterpillar!

He dances!

Jerry.

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

Just think. Our Curly.

He not only dances,

but he has got a message.

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

You mean to say that Curly has likes and dislikes

just like we have?

Oh, yes.

He has music appreciation like a real human being.

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

What is that? Who ordered that?

Compliment of the manager.

And cabbage leaf

for Curly.

Gentlemen, help yourselves.

Flynn, I recognize you from your picture.

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

Yes, well, Curly's quite a caterpillar.

Moke?

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

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

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

Mr. Disney heard the broadcast too.

If this caterpillar is all Gabriel Heater claims he is

Mr. Disney might be interested in buying him.

- For money? - Naturally.

You mean...

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

Oh, not just the rights, the caterpillar itself.

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

with an animated background.

Well, in that case...

You'd need...

complete possession of the caterpillar?

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

How reasonable?

Come with me, please.

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

How do you do?

Mr. Dunhill represents Walt Disney.

It seems that Hollywood wants to buy Curly.

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

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

What are you selling him for, Flynn?

Mr. Flynn...

Mr. Flynn...

You're not selling Curly, are you?

- Not my half. - Not my half.

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

Partner?

Oh, caterpillar man...

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

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

- You better come in. - No thanks.

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

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

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

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

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

tomorrow to have a look?

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

Well, bring them along. Glad to have them.

Thanks.

Brandt...

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

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

So you won't stay?

See you tomorrow.

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

Go on, what can he do?

Mr. Jerry Flynn, please.

Who should I say is calling?

Don't bother. We'll announce ourselves.

We were wrong this afternoon, Jerry.

But we'll make it up to you.

Thanks, Joe. I know you will.

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

Take Fred along with you as a witness.

Amazing.

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

It's all Gabriel Heater says.

Quite a show, isn't it?

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

Cabbage leaves for Curly.

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

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

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

- Take care of Pinky. - Oh, sure.

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

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

I told Mr. Disney you were nobody's fool

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

- Yes. - Good.

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

Let us say 100 times four figures.

A hundred thousand dollars? That's preposterous.

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

and within a week.

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

even if Disney were interested.

One hundred thousand dollars. No more, no less.

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

But that's exorbitant!

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

Supposing Mr. Disney brought somebody a live Mickey Mouse.

Oh, he sure is hungry.

He's eating like mad.

Look, Moke.

Jeannie!

Uh-oh.

Mr. Flynn...

Jeannie is here...

isn't she?

Isn't she?

Gee...

All the things that are happening.

Curly's...

on the radio.

Did you...

hear it?

Jeannie! Jeannie, what are you doing?

You can't take Pinky away!

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

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

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

What are you doing?

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

I've got that caterpillar under personal contract.

You wanna talk business, talk to me.

A hundred thousand, a fantastic price.

Paying to see is Mr. Disney's business.

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

Well there goes our Curly, message and all.

What are you worried about, Moke?

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

Oh, I couldn't sleep.

I'm sensitive that way.

I'll go and play some more cards.

Good night, Jerry.

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

You've seen me handle these situations before.

But not like this, Jerry.

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

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

Pleading.

All I have to do is sit back and wait.

Wait.

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

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

Maybe it's reincarnation or something.

Yeah...

Maybe a thousand years ago it was Salome.

A dancing caterpillar?

Poo...

Well, why not?

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

And in time with the music!

My kid says no caterpillar for her.

She'll sing along with Frank Sinatra.

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

Curly quilts. Make bed the place you wanna go.

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

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

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

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

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

whose phone number is Bryant 74143?

She sleeps late.

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

Let her ring.

Let her ring.

Now?

Now.

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

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

Hello?

Oh yes, he's here.

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

You'll have to call...

Hello! Good morning, Mr. Dunhill.

Yes.

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

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

the moment she read the morning headlines.

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

Well, let me hear from you soon.

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

Thank you.

What do we do now? Go back to waiting?

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

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

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

Hello?

Just a minute, please.

Miss Thompson.

About time she called.

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

Have you read the morning newspapers?

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

Miss Thompson!

Miss Thompson?

She hung up on you.

Now... Now she's done it.

No chorus girl is gonna shove Jerry Flynn around.

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

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

and that's what she's gonna get!

Find out what Big Mike is doing.

I know what he's doing. 20 years.

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

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

and throw her in the East River.

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

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

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

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

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

How can I get up if I'm sick?

I gotta fever, I have.

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

Does the thermometer know I gotta pain right here?

A minute ago, the pain was in your back.

Can I help it if it moves around?

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

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

I'm gonna stay in bed forever.

- Till I die. - Oh...

Lunch will be ready in a few minutes

and it's not being served in bed.

Curly...

Are you up?

Good.

You listen very carefully, Curly.

We're gonna run away to Mr. Flynn

and that's where we belong.

And the whole world is gonna know about you.

Just like Mr. Flynn said.

You wait and see.

Here. Catch Curly.

You think Curly's all right?

Sure. He's okay, Mr. Flynn.

Come here.

Hey, you know, we make a good team.

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

Running away's no good.

Your sister will only have the cops after me again.

She'll be looking for me any minute.

We better duck in the clubhouse.

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

Well, here it is.

- What? - The clubhouse.

Come on. Go on in.

I've come to the conclusion that sister of yours

- is a difficult personality. - Yeah.

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

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

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

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

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

She had the thermometer.

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

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

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

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

This is no time for kid tricks, Pinky.

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

- Pinky, come here. - Yeah?

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

Mhm...

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

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

Arthur, lunch is ready.

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

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

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

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

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

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

Yeah, I know. Desperate measures.

That's it. Come on.

Arthur?

Oh, there you are. And there you are!

Please, Ms. Thompson, no violence!

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

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

- Arthur! - No, no, Pinky.

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

Alright, Mr. Flynn. You come in too.

We might as well settle this once and for all.

Mr. Flynn, you may be an important producer,

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

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

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

But Jeannie, you never showed it to me.

Quiet, Svengali. All this publicity and bally hoo.

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

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

Running away down fire escapes.

He hasn't eaten all day. And why?

All because of a silly, little caterpillar.

I gave you the wrong key.

Get out!

Mr. Flynn, put yourself in my shoes.

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

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

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

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

to the world,

or what it could mean to your brother's future

then we might just as well forget the whole thing.

Well thank you, Mr. Flynn.

And now, Arthur, you heard what he said.

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

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

- Now, Arthur! - I won't!

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

The partnership is hereby dissolved.

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

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

And what am I supposed to say now?

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

You heard what he said, now say goodbye.

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

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

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

Oh. I wish I was dead.

Nobody loves me, I wish I was dead!

Arthur, stop talking like that!

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

I don't wanna live anymore!

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

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

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

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

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

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

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

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

Then I must take... desperate measures.

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

Now you listen to me, Ms. Thompson.

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

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

And I still think I'm right.

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

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

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

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

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

It belongs to that little boy's world.

Good bye, Mr. Flynn.

Did you call?

Perfect!

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

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

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

Let's see yours, will ya?

Where's the 50 cents you promised me?

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

No talent, no talent.

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

Oh, hello.

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

Mr. Flynn don't want any caterpillars.

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

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

You oughtta be ashamed of yourselves.

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

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

Caterpillars mostly squirm, but Curly is a dancing worm.

Oh Jerry, Ms. Thompson is here.

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

But we are.

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

Pinky

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

Look, Jeannie, my first pair of longies.

Aren't they super duper?

I made Jerry get me everything like he has.

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

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

Tie, suit, and hat...

Even the same garters, look!

You certainly have grown up very fast, Arthur.

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

Moke, you got daughters like these?

- I've been robbed. - Arthur!

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

Come here, Pinky.

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

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

Now behind the ears.

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

Teeth.

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

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

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

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

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

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

Yes, yes, there. Now take it easy.

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

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

Come on, Sarah, come on.

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

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

- Gee, Jerry, can I? - Certainly.

Come on, partner.

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

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

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

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

Come and see me, any time.

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

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

One piano. Two vases.

- One bowl of... - Taking inventory.

We've finished in the theater.

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

You're so right.

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

tonight.

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

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

Hello, Flynn, mind if we come in?

Gentlemen, just a minute!

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

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

Two distinguished lepidopterists.

- Huh? - From the etymological division of the

American Museum of Science.

- Huh? - Specialists in insects.

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

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

Hoax?

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

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

- It can't? - No.

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

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

Look in there, Professor Draper.

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

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

danced.

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

Men who have been trained to observe carefully.

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

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

Only a scientific examination is accurate.

And that we should do in our own laboratory.

- Jerry. - What?

- Phone. Important. - Oh, excuse me.

- Who is it? - Dunhill.

Oh, keep them occupied. Hello?

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

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

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

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

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

This might be a dead issue next week.

I happen to know a way to keep it alive.

Thanks for calling, goodbye.

Now, my dear Professor.

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

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

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

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

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

You will. And the photographers too.

Anything to help you out.

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

In the morning, at the museum.

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

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

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

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

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

Now if you'll all be quiet, gentlemen.

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

My scalpel...

Forceps...

Oh, please be careful.

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

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

- Ready. - The first five pairs of abdominal feet

are remarkably elongated. Mandibles normal.

Unusually conspicuous first maxillary.

Eyes on either side of head.

Head extremely well chitinized.

Extraordinary chitinization!

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

Notice a remarkable elongation of the abdominal feet.

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

this is just an ordinary caterpillar.

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

as we've been told. Ms. Flemming?

The oscillator, please.

Set it at 1000 cycles.

Not a movement.

3000 cycles.

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

No movement at all.

Advance it to 5000 cycles.

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

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

Turn it off, please.

Quiet, please.

Young man, will you please cease playing?

It's up!

He's on his tail!

Faster, please.

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

Amazing, it stopped right with him.

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

Pinky, pick up Curly.

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

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

Well, but the point is...

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

One thing, he is not a hoax.

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

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

Well, he uh...

He dances.

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

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

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

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

belong to a guy like you.

Oh, glad you got here.

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

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

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

We intend to keep him here for further study.

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

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

- dissect him. - Dissect him?

You mean cut him open into little pieces?

Jerry! Cut up Curly?

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

Come on, let's get out of here.

Wait, Mr. Flynn, wait!

This worm must remain here for the advancement of science.

A phenomenon like this occurs once in a million years.

Then sit down and wait for the next one.

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

Mr. Flynn, I'm warning you.

Unless you give us possession of this caterpillar,

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

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

That caterpillar belongs to this boy and me!

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

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

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

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

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

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

Well, Captain, there's your Curly.

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

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

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

tells science what to do?

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

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

the customer is always right, and you're right

but you're wrong like anything!

Read the constitution! Life, liberty!

If Flynn wants to hold on to the caterpillar,

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

Oh you! You don't agree, huh?

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

That's fine.

The whole course of civilization has been charted by science.

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

of non-sacrifice, is fit to survive.

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

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

to regimentation.

Well when I first told you the story of Curly

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

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

both sides are fighting for.

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

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

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

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

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

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

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

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

Okay, Jerry.

Hello? Los Angeles?

Put them on.

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

Well, Curly is an internationally famous figure now.

He really doesn't belong to you.

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

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

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

It's done!

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

- Oh yeah... - Yes.

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

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

What's come over you?

Oh, nothing.

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

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

I had to save my theater.

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

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

Shut up!

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

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

I'mma go home and pack a few things.

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

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

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

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

Do it any way you like.

McGillicuddy, you're a weak character.

Ah, stolen, huh?

You shouldn't have done it, Jerry.

You're going to Hollywood, Curly.

We're gonna go on a plane.

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

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

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

Hey, what are you doing awake?

You oughtta be ashamed of yourself.

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

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

You shouldn't have done this, Jerry.

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

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

I gotta get a plane...

Gotta get a plane...

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

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

What is it?

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

- Curly's here! - I brought him.

What are you doing here?

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

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

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

You're never gonna take Curly away from me.

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

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

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

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

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

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

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

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

That caterpillar has to be on a plane tonight.

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

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

in and get it yourself.

Pinky, where's Curly?

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

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

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

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

- Tell me where he is. - Not never.

Son, someday you'll understand.

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

Alright, Pinky, but Curly is going with me.

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

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

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

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

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

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

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

It didn't hurt, Mr. Flynn.

It didn't hurt at all.

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

Here, Mr. Flynn.

Maybe Curly will die when you send him away.

But if you need him so bad

you can have him.

You know something?

I once thought I wanted to be like you.

But now I never wanna be like you.

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

You're a mean man, Mr. Flynn.

Jeanie, Jeanie, Jeanie!

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

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

Please help me find him!

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

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

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

But be careful where you walk!

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

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

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

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

I didn't know Callahan was a tenor.

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

Yes, sir, that's my...

Find Curly the caterpillar.

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

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

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

- Coffee. - Same.

Make mine black.

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

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

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

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

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

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

In our laboratories, Curly would have had adequate protection.

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

Squish squashed.

Jerry?

Oh snap out of it, will ya please?

You've been moping around here for days.

I'm talking to you, you know?

Hello? Yeah. It's Mackenzie.

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

Mhm, I'll tell him.

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

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

we can both listen to that song.

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

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

I promised you so that you'd shut up.

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

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

After what I did to the kid.

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

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

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

The fresh air might do you some good.

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

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

Flynn, well, it's about time.

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

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

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

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

Isn't that a wonderful surprise?

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

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

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

- It's been enlarged! - What for?

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

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

It's a fine time to tell me.

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

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

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

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

I guess Pinky ain't very happy.

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

It ain't only Curly that bothers Pinky.

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

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

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

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

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

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

into a huddle!

Moke, I don't get it.

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

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

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

you see crossin' the street.

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

- Hello, Jerry. - Hello, Jeannie.

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

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

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

after you today.

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

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

Cops?

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

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

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

No.

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

The boys figured it out by themselves.

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

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

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

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

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

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

are going to see each other.

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

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

- Milk? - Yes, milk.

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

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

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

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

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

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

Not that I minded seeing you so often.

Well, uh...

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

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

I don't like this.

Curly?

Jeannie? Jeannie, quick! It's Curly!

- He's here! - Where?

- There, look! - Curly!

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

Oh, if only Pinky were here to see him.

Oh, that must be him now!

Arthur, Curly's here!

- Curly... here? - Yes!

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

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

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

There. There he is.

Why, it's a butterfly.

Yes, Pinky, it's a butterfly.

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

Our caterpillar went into a cocoon for a while.

He came out as a butterfly. Look, Pinky.

He's more beautiful than ever.

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

Hello, Curly.

Gee, Jerry, Curly's with us again.

We missed you so, Curly.

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

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

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

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

But he belongs to us, Jerry.

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

Because now he belongs to the world.

But will he be happy without us?

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

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

Good bye, Curly. Thanks for everything!