DALLAS, TX.- Nearly 100 rare 1940 hand-painted production cels, original animation drawings, storyboards, background layouts, production backgrounds, model sheets and key master production cel setups from the 1940 Walt Disney masterpiece Pinocchio will be featured in Heritage Auctions' Animation Art auction June 16-17 in Dallas.

"Pinocchio is considered an absolute masterpiece of Disney animation," Heritage Auctions Animation Art Director Jim Lentz said. "It's almost like they learned what they were doing with Snow White, and then perfected it with Pinocchio, which inarguably became one of the greatest animation films ever made. This is one of the largest collections of orignal artwork from Pinocchio ever offered in one auction."

Of the 1,144 lots in the auction, 99 relate to the story by Italian writer Carlo Collodi in which a wooden puppet brought to life by a woodcarver named Geppetto dreams of becoming a real boy. One of the most well-known characters in all of children's literature, Pinocchio is notorious for repeatedly lying – a practice that makes his nose grow with each fib. This collection is one of the largest of one-of-a-kind Pinocchio artwork ever assembled for a single auction.

A hand-inked, hand-painted Pinocchio Geppetto, Pinocchio, and Figaro Production Cel Setup with Key Master Background (Walt Disney, 1940) (est. $25,000+) features Geppetto, Pinocchio and Geppetto's kitten, Figaro in a scene that appears on page 70 in Pierre Lambert's 1995 book, The Art of Pinocchio. The image shows Geppetto searching for a pail of water after Pinocchio's finger catches fire. On a Key Master hand-painted production background, the cels are hand-trimmed, Courvoisier-style and measures 14-3/4 inches wide by 10-1/2 inches high.

Pinocchio Geppetto's Bedroom Production Background (Walt Disney, 1940) (est. $10,000+) shows a preliminary production pan background of Geppetto's bedroom in which the woodcarver has opened the window for Figaro. Portions of this background can be seen at 16:41 of the movie, when the Blue Fairy enters, at 23:06 when Geppetto wakes and walks with candle and gun to check out the noise, and again when Geppetto goes to sleep with the newly-alive Pinocchio. Backgrounds for this film were painted by Claude Coats, Merle Cox, Ed Starr and Ray Huffine.

Pinocchio "I Got No Strings" Production Cel Setup with Master Painted Background (Walt Disney, 1940) (est. $10,000+) is an outstanding hand-inked and hand-painted production cel setup of Pinocchio with the Dutch Marionettes, from the "I've Got No Strings" song sequence. The three cels are trimmed to image and mounted on a Master hand-painted pre-production background, also from the "I've Got No Strings" song sequence. This matted, glass-framed image can be seen in the film's 40th minute.

The image of the title character stands 4 inches high in this Pinocchio Production Cel Courvoisier Setup with Key Master Production Background (Walt Disney, 1940) (est. $7,500+). The image includes hand-inked special effects bubbles, clams and bright sea flowers all over the reef. This extremely rare Courvoisier setup includes the cel on a hand-painted Key Master production background, and measures 14 inches high by 17-1/2 inches wide.

The Art of Pinocchio Painting by Don "Ducky" Williams (Walt Disney, 2000) (est. $7,500+) shows the work of one of the best-known and most beloved Walt Disney World artists who has worked for Walt Disney Studios for more than 30 years. This one-of-a-kind original painting shows Pinocchio and Figaro leaning on the rim of a fishbowl … from which Cleo leaps to plant a kiss on Figaro's feline face. Created for the 60th birthday celebration of Pinocchio at Walt Disney World, this image appears through a 20-by-15-inch opening in the mat inside a Plexiglas frame. The painting is signed by Williams in the lower right corner.

Other top lots include, but are not limited to:

· Pinocchio Figaro and Pinocchio Production Cell with Claude Coates Master Background (Walt Disney, 1940): est. $5,000+

· Pinocchio Portrait Production Cel (Walt Disney, 1940): est. $5,000+

· Pinocchio Pleasure Island Concept Drawing by Curt Perkins (Walt Disney, 1940): est. $5,000+

· Pinocchio Production Cel Courvoisier Setup (Walt Disney, 1940): est. $5,000+

· Pinocchio Reunion Scene Color Model/Publicity Cel Courvoisier Setup (Walt Disney, 1940): est. $5,000+

· Pinocchio Production Cel with Custom Painted Background (Walt Disney, 1940): est. $5,000+