Abstract: A hand-held puppet of the type configured to represent a living being, and having hand-controllable moving parts to simulate some form of animation, is provided with sound-generating apparatus operable in response to the hand-controlled animation simulation. The sound-generating apparatus includes a sensor that produces a signal in response to animation-producing movement of the hand-controllable parts, a circuit for producing a tone having a pseudo-randomly varying audio frequency, and a modulator that modulates the sensor-produced signal with the varying frequency tone to produce a sound signal that, when applied to a speaker mechanism, provides sound coordinated to hand-controlled animation of the puppet.