This expressive hand-painted animation cel of a wide-eyed Madame Medusa was created in the Disney ink-and-paint department and photographed during the making of the animated feature based on the stories of Margery Sharp. Milt Kahl, one of Walt Disney's master animators known as his Nine Old Men, supervised the animation of this scene of Madame Medusa at her makeup table while she speaks to the off-screen Penny.

Medusa is at her most insidious as she calls Penny into her room to ask: "Do you know what would make Auntie Medusa very happy?" Penny knows that she wants "that diamond" and says so, but adds that she wants to be returned to Morningside Orphanage. In this next scene Madame Medusa wipes away half her lipstick, hears the girl's plaintive request and turns to ask, with insincere incredulity: "Penny, don't you like it here?"

Madame Medusa was the last Disney villain to be animated by one of Walt Disney Nine Old Men. Studio designation "31" is written at lower right to indicate this cel's place in the scene.

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