How Guillermo del Toro Reimagined a Modernized 'Pinocchio' Story and Filled Tiny Puppets with Emotion

Guillermo del Toro vividly remembers his first exposure to the century-plus-old story of Pinocchio, the wooden puppet striving to become a real boy, when he was a boy.

Like generations of children, it came in the form of Walt Disney's classic 1940 animated film, which, like many of Disney's early efforts, contained equal parts wonder and terror.

"I was in love and I was scared of it, both," the Mexican-born writer-director, known for films like Pan's Labyrinth, Nightmare Alley and the Oscar-winning The Shape of Water, told PEOPLE at the AFI Fest premiere of his latest, Guillermo del Toro's Pinocchio.

And while fans of his work won't be surprised he wanted to infuse those two visceral feelings in his stop-motion animated film, they might be surprised at how del Toro has reimagined the tale for modern times.

"It was the one movie that captured how scary childhood seemed to me at the time — I thought 'Yeah, that's how it feels,' " says del Toro of the Disney interpretation, which itself was based on the 1883 children's novel by Italian author Carlo Collodi. "I didn't understand many other things, but I understood that."

That sensation was so formative for the filmmaker that he has spent many years trying to bring it to the screen.

"This movie consumed about half of my career, trying to get it made," del Toro says. "It's a very moving story about fathers and sons, many fathers and sons. And it's really personal. I would say it's like a heart: The movie's like a giant heart, beating."

But there was a key thematic change del Toro had in mind. "I always wanted to make it about disobedience rather than obedience, because disobedience is a virtue — you have to disobey," he explains, believing in healthy rebellion. "It's about not him changing, but him changing everyone."

Pinocchio's journey would be less about the goal of becoming human and more about discovering he's enough as he is, he says, while underneath the dazzling visuals were deeper themes "about telling the truth, about being yourself or losing yourself in the show business, and the political moment; about lying and destroying yourself through that."

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Because of the stop-motion aspect, del Toro teamed with co-director Mark Gustafson, a longtime specialist in the technique best known for his charming work on Wes Anderson's The Fantastic Mr. Fox.

Gustafson says that adding in deeper, darker elements addressing fascism and conformity (the film is largely set in WWII Italy under dictator Benito Mussolini) gave the film a greater relevancy and urgency for contemporary viewers.

"It seemed this notion of obedience and falling into line as it is embodied by fascism seemed to speak to modern [audiences], what we're going through right now," Gustafson tells PEOPLE. "And a puppet is actually the most independent character in the whole film, while everybody else is theoretically free, but they're toeing the line. It's a really interesting way to flip the story around."

Gustafson says they made an effort to strike a balance so the film would play to a wide range of audiences.

"It's not just in your face," he says of the more mature and socially minded aspects. "It's sort of the background of the film. It's sort of always happening. I think kids don't have to have an understanding of fascism or Mussolini in order to appreciate this, but I think adults will. They'll pick up on the subtext of what's going on."

To achieve the intimate effect the filmmakers were after, del Toro says the aim was to bring a previously unseen element of emotion to the stop-motion puppets.

"We were trying to push it forward from a performance point of view, in terms of the puppets and emotion and getting a different style of animation. Something that wasn't maybe as broad for the most part, but more realistic," says Gustafson.

"We went to the traditional techniques, but we went into a completely new territory with acting," he says. "Sometimes animation is too animated, and we rejected pantomime, or coolness, or hipness. We tried to make every moment poignant. A lot of quiet moments in which you got to listen, lean in, and check the micro gestures, the micro-moments, the characters."

"I kept saying, 'Don't [just] move the character, give it life, give it a soul,' " says the filmmaker. "Mark and I would say, 'What is the character thinking? What is the character feeling?' And we repeated a few shots because I said, 'I can see it move, but I don't know what he's feeling or she's feeling.' "

The Henson Company, the pioneering puppeteering enterprise founded by Muppets creator Jim Henson, labored mightily to deliver puppets capable of fulfilling the filmmakers emotional ambitions, according to Lisa Henson, Jim's daughter and the company's CEO.

"We've never done stop-motion, but of course, we have the family history with puppetry," Henson tells PEOPLE. "What it has in common is the incredible craftsmanship and the fact that the puppets live in our world and can be lit as if they're really there. It's not at all CG."

"We wanted to do a version of Pinocchio that was really not like the Disney movie, and that had the kind of the dark levels and the kind of early strangeness of the Collodi book," Henson adds. "Guillermo has loved the Pinocchio story for so long, and it was our finding this book of it by [illustrator] Gris Grimley that prompted us to think, 'Oh, there's a way to completely reinterpret Pinocchio.' "

"There are levels of passion and emotion, grief, love, etc. that you would never expect to find from a stop-motion puppet," Henson says. "They rarely have ever been asked to do what Guillermo asked of them. And, of course, it's all Guillermo's vision. He's an absolute genius and has made this film that maybe people would know what to expect into something that's not at all what you would expect."

Guillermo del Toro's Pinocchio is on Netflix Dec. 9.