EXCLUSIVE: Guillermo del Toro, The Jim Henson Company and Pathe are ready to go on Pinocchio, a 3D stop motion animated adaptation of the Carlo Collodi fairy tale that will be edgier than the 1940 animated Disney classic. Gris Grimly will co-direct with Mark Gustafson, and production will begin later this year. Grimly illustrated a 2002 book of Collodi’s tale that formed the basis for a project that is years in the making.

The storyline was hatched by Del Toro and Matthew Robbins, and the script was written by the latter, who has collaborated with del Toro on scripts for Mimic, the remake Don’t Be Afraid of the Dark, and del Toro’s next directing project At the Mountains of Madness. Del Toro will produce with Jim Henson Company’s Lisa Henson and Jason Lust, and Allison Abbate. Gary Ungar is exec producer along with Pathe’s Francois Ivernel and Cameron McCracken.

This version is aimed at an audience 10 years and up, and a bit scarier than the Disney film. Australian rock musician and film composer Nick Cave has signed on to be music consultant and the puppets and 3D elements will be developed with MacKinnon and Saunders, the UK-based facility that worked on The Fantastic Mr. Fox, Tim Burton’s Corpse Bride, and the upcoming Frankenweenie. Del Toro supplied the accompanying photos to convey the feel of a film that shares a core theme from the Disney film: the innocent whose inherent goodness, purity and love for his father saves him from a series of harrowing adventures and temptations in his quest to morph from wooden puppet to real boy.

“There has to be darkness in any fairy tale or children’s narrative work, something the Brothers Grimm, Hans Christian Anderson and Walt Disney understood,” del Toro said. “We tend to call something Disney-fied, but a lot of people forget how powerfully disturbing the best animated Disney movies are, including those kids being turned into donkeys in Pinocchio. What we’re trying to do is present a Pinocchio that is more faithful to the take that Collodi wrote. That is more surreal and slightly darker than what we’ve seen before.”

For instance: “the Blue Fairy is really a dead girl’s spirit,” del Toro said. “Pinocchio has strange moments of lucid dreaming bordering on hallucinations, with black rabbits. The sperm whale that swallows Pinocchio was actually a giant dogfish, which allows for more classical scale and design. The many mishaps Pinocchio goes through include several near-death close calls, a lot more harrowing moments. The key with this is not making any of it feel gratuitous, because the story is integrated with moments of comedy and beauty. He’s one of the great characters, whose purity and innocence allows him to survive in this bleak landscape of robbers and thugs, emerging from the darkness with his soul intact.”

The project comes along at a time when Del Toro and producer James Cameron are two weeks away from getting a green light decision from Universal Pictures on At the Mountains of Madness, the R-rated $125 million 3D live action adaptation of the HP Lovecraft tale about the discovery by scientists of horrific aliens thawing in Antarctica. The film has Tom Cruise attached, and del Toro told me that “we are doing very intense prep work, we’ve shown Universal tests, designs and they are very very happy. I hope to start this as soon as possible, by May. This long process has been a blessing, because we’ve had two years of full pre-production. I have gotten to be involved in every meeting and key decision, during part of The Hobbit process and post-Hobbit.”

Though he’s an accomplished multi-tasker, how does del Toro have time to get involved in an animated feature getting underway at the same time? He told me that when he and Robbins originally did the screenplay nearly four years ago, he intended to direct. Del Toro has long been a stop motion fan. “I’ve had a special effects house for a decade in Mexico, and we were one of the first stop motion animated houses where a lot of influential animators trained,” he said. ”I put that down to do Pan’s Labyrinth and when Matthew and I came back to it in 2008, we added some great ideas that made it funnier and livelier, and we enlisted the aid of Nick Cave. For me, it was most important to find that voice and a big part of that is the music of the movie. But I could not make the time to direct it myself.”

His choice was Grimly ( whose original book animation was the project’s catalyst) and Gustafson, who was animation director of The Fantastic Mr. Fox, the Wes Anderson-directed stop motion adaptation of the Roald Dahl tale.

“We’ve designed key frames and characters, we know the mood and the feel, we’ve created a bible,” del Toro said. “ Shooting stop motion animation takes a lot time, but we’ve got the right team and I will be there for daily or weekly updates on how it’s going,” the tireless del Toro said.