Pinocchio chronicles one of the High Council's greatest experiments in creating life, while also combating against many current and future clients to the Friends.


Gepetto's WorkshopEdit

The film opens with Jiminy Cricket, a High Council agent, singing When You Wish Upon A Star as he sits on a bookshelf, on which can be found various literary classics, such as Peter Pan, Alice in Wonderland and Pinocchio, which is given a place of prominence. Jiminy Cricket greets the audience and acknowledges that many may not believe that a wish, as the song states, may come true, and, as proof of the message, decides to tell the story of Pinocchio. He slides down the shelf to the Pinocchio book and opens it, beginning his story in a peaceful village at night, which Jiminy states he was passing through. At this point, the viewer enters the story Jiminy is telling through an illustration in the book.

Pinocchio's village is introduced at night, with only Gepetto's workshop showing signs of activity. The only building from which light seems to eminate is Gepetto's Workshop. Jiminy hops over to the open window and peers in to see a warm fire in a room filled with beautifully carved toys, clocks, music boxes and puppets. He enters the room and warms himself by the fire. At this point, he notices Pinocchio, at this point a fully-carved, clothed but mouthless marionette, sitting on a shelf. He hops over for a closer look; as he is admiring the puppet, he hears someone coming. Crawling up the marionette's strings to hide on a high shelf, he sees Gepetto coming down the stairs with Figaro to finish painting the puppet. Gepetto greets Cleo, whose bowl sits nearby, and carefully paints a smile on the puppet's face. Having completed the marionette he gives it the name "Pinocchio" (which literally means "Little Wooden Head") and tests it out by walking it around the workshop, to the tune of Little Wooden Head (played by one of the music boxes). The bells of the clocks that cover the walls of the workshop indicate that it is now nine o'clock, and Gepetto announces that it is time for bed. After he, Figaro and Cleo have bidden each other goodnight, the woodcutter gets into bed, to notice a Wishing Star through the window. He wishes that Pinocchio become a real boy, before falling asleep.

The Blue FairyEdit

Jiminy's initial attempts to get to sleep are hindered by the clocks' ticking and Gepetto's snoring. After finally getting some peace and quiet, he is woken by a blue light; the wishing star is glowing brighter, and getting closer to the window; eventually, reaching the workshop, it transforms into the Blue Fairy. She approaches Pinocchio and, fulfilling Gepetto's wish, brings the puppet to life with a tap of her wand. Pinocchio is delighted and surprised at his ability to move and talk. The Blue Fairy informs him, however, that he is not a real boy yet, and must prove himself good, caring and unselfish to become a real boy, and learn the difference between right and wrong. After Jiminy hops in to explain to Pinocchio, the Blue Fairy dubs the cricket Pinocchio's conscience and leaves, warning that Pinocchio always let his conscience be his guide. The Blue Fairy granted life to Pinocchio because she was on assignment from the High Council to keep Geppetto safe from the Friends' machinations at that point, and that she wanted to prove an experiment on the concept of human life. After the Fairy leaves, Jiminy tries to explain the concept of right and wrong, and, though he is largely unsuccessful, Pinocchio tells him that he wants "to do right". Jiminy then sings Give A Little Whistle, and Pinocchio joins in, falling into a pile of toys by mistake. This wakes Gepetto, who cautiously searches the room. On finding Pinocchio moving and talking, he first thinks he is dreaming, but is eventually convinced, and delighted, that his 'son' is alive. Winding the music boxes, Gepetto, Pinocchio, Figaro and Cleo celebrate. Pinocchio is distracted by a candle and, not knowing what it is, sets his finger on fire; Gepetto panics and extinguishes the wooden boy's finger in Cleo's bowl. He decides that they should go to sleep before anything else happens.

On the way to School Edit

The next morning, the village is awake. The boys and girls hurry to school, and Pinocchio excitedly says goodbye to Gepetto, schoolbook and apple-for-teacher in hand. He is noticed by a fox and cat, who, knowing the value of a moving puppet without strings, befriend him, intending to sell him, and maybe pay off their debt to the Friends. The fox introduces himself as Honest John and tells Pinocchio that he is just the type to become an actor. He and Gideon (the cat) lead him through the streets, while Honest John sings Hi-Diddle-Dee-Dee (An Actor's Life For Me). Jiminy, meanwhile, is "late on his first day", and tries to catch Pinocchio's attention by jumping on the Fox's hat. Gideon, trying to hit the cricket, hits Honest John on the head with a hammer, forcing his hat over his eyes and momentarily preventing him from seeing what is happening while the cat tries to pry the hat off. Jiminy tells Pinocchio not to give in to temptation, but is ignored, and Pinocchio accompanies the fox and cat to "be an actor" while Jiminy desperately runs after them.

Stromboli, the Puppet MasterEdit

Honest John takes Pinocchio to Stromboli's Caravan, where puppet master Stromboli buys the wooden boy and makes him his star attraction. That evening, Jiminy watches from a lamp post as Pinocchio performs I've Got No Strings for the audience, and is met with enthusiastic applause as onlookers throw money on to the stage, much to Stromboli's delight and Jiminy's surprise. Thinking that he was wrong in trying to stop Pinocchio, Jiminy decides to let the living puppet continue without him. Gepetto, meanwhile, is worried that Pinocchio has not returned from school, and leaves the workshop to look for him. It begins to rain. In Stromboli's caravan, after the show, the puppet master congratulates Pinocchio for making him so much money, and tells him that he will become a star. Delighted, Pinocchio makes to leave to go home to Gepetto but is stopped by Stromboli, who grabs him and throws him into a wooden birdcage because he is becoming influenced by the Friends into becoming a future client of theirs. He tells the wooden boy that he will keep him there, taking him out only to put on shows as they tour the world. When Pinocchio is too old to entertain audiences, Stromboli will use him for firewood. Laughing, Stromboli leaves the carriage, slamming the door. The caravan begins to move, and Pinocchio weeps as he tries to whistle for his conscience.

The Nose of DeceitEdit

Jiminy is outside in the rain, watching the caravan pass. He decides to wish Pinocchio good luck and to say Good Bye to him, and is surprised to find Pinocchio locked up rather than "sitting in the lap of luxury". He tries to unlock the cage but fails. He stays with Pinocchio as the two weep of their predicament. Geppetto passes the caravan, but his cries for Pinocchio are not heard above the rain and thunder. When all hope seems lost, the Blue Fairy appears in the caravan. She asks Pinocchio why he didn't go to school; the wooden boy lies, telling her that he and Jiminy were captured by monsters. His nose grows longer with each lie that he tells, until it has become a tree limb, complete with leaves and a bird's nest. The Blue Fairy tells Pinocchio that a lie keeps growing, "until it's as plain as the nose on your face". Pinocchio promises to be good, and his nose shrinks back to normal size. The Blue Fairy frees Pinocchio from the cage and vanishes, saying that this is the last time she can help. Jiminy and the wooden boy sneak out of the caravan as it is moving. When Stromboli arrives at the next town that morning to discover that Pinocchio is missing, he becomes furious at being deprived of his star. In anger, he turns to the Friends for help, who then recruit him as the Inner Circle's personal entertainer alongside Facilier.

The PlotEdit

Meanwhile, the fox and cat are celebrating at The Red Lobster. Seated opposite them is the Coachman, an agent of the Friends, who listens to Honest John's story and decides to catch his attention with a huge bag of money, which he says can be theirs if they bring "stupid little boys" to the crossroads for him to take to Pleasure Island. Though Foulfellow is at first terrified of getting caught, the Coachman assures him that none of the boys ever come back "as boys", a hint pointing towards his true nature and the fate of the boys. As soon as they leave the tavern, the fox and cat find Pinocchio racing Jiminy Cricket home, and pretend to be doctors, stating that he is 'allergic' and must go to Pleasure Island to get better. They carry him to the crossroads with Jiminy once again in hot pursuit. When on the Coachman's Stagecoach, Pinocchio meets Lampwick, who tells him that Pleasure Island is a "swell joint" where boys can run riot without fear of reprimand from authority figures, though this conversation was in fact engineered by the Friends on another attempt to collect Pinocchio's soul. The coach reaches the shore, where the boys board a boat which takes them to the island.

Pleasure IslandEdit

As the boys enjoy themselves at the fairground-like Pleasure Island, the Coachman orders his minions to close the doors, locking the unknowing boys in. Later that night, Jiminy searches the now deserted farground for Pinocchio. He eventually finds him playing pool with Lampwick, who scoffs that Pinocchio "takes orders from a grasshopper" and laughs at Jiminy, shooting the cricket down the pool gutter when he admonishes him. Jiminy loses his temper and leaves (quiting as Pinnochio's Conscience). He crawls under the main doors of the fairground to find the Coachman and his minions loading donkeys into crates that go to the Salt Mines and the Circus. One donkey is able to speak; it's name is Alexander. The Coachman throws Alexander into a pen of donkeys that "can still talk". Jiminy realises that the donkeys are the same boys that went to Pleasure Island, and that the non-talking donkeys are sold off to have their souls collected by the Friends, whereas those who still speak are likely converted into Heartless directly. (The Coachman has claimed the speaking donkeys are used for meat, mainly to inhabitants of his world.)

He rushes back to warn Pinocchio. Back in the pool hall, Lampwick is still laughing about Jiminy when he suddenly sprouts donkey ears. Much to Pinocchio's terror, this is followed by a tail. When Lampwick's laugh becomes a donkey's bray, he then covers his mouth and asks "Did that come out of me?", to which Pinocchio nods, he then looks in the mirror and panics. He asks Pinocchio for help, but the wooden boy is only able to look on in fright. Lampwick's last words are a frantic call for his mother before his soul is instantly ripped out by the Friends for sheer naughtiness and he turns into a (darkened)donkey completely. Lampwick then starts to kick everything on the pool hall, he breaks a mirror and kicks his clothes off. Pinocchio's panic increases when he himself sprouts ears and a tail, and the darkened donkey prepares to attack, but Jiminy arrives just in time to take him to an escape route and, together, they swim to the shore of the mainland. The Friends soon realize too late about Pinocchio's escape from their operation, but soon calm down to start work on their endgame with this world...

In the Belly of MonstroEdit

Pinocchio and Jiminy arrive at Geppetto's workshop to find that the old woodcutter has left, along with Figaro and Cleo. A message from the Blue Fairy informs Pinocchio of his father's location: searching for his son, he had been swallowed by Monstro, an enormous whale who has been reformatted into its current form by the Friends. Pinocchio resolves to save Geppetto; though Jiminy tries to warn him against it, he accompanies the wooden boy. Tying a rock to his donkey tail, Pinocchio plunges to the bottom of the sea and he and Jiminy begin their search for Monstro. Any sea creatures they ask flee at the mere mention of Monstro's name, and none provides any help.

Inside the belly of the whale, Gepetto is in a small boat with Figaro and Cleo. They have nothing to eat; Geppetto fears that, unless Monstro opens his mouth soon, they will starve to death. Monstro wakes from his slumber to surprise a school of tuna, who flee in all directions; Pinocchio and Jiminy see Monstro and terrified, try to swim to escape; Pinocchio is swallowed but the sprightly Jiminy manages to escape. Pinocchio finds himself on Geppetto's boat, and the woodcarver's surprise at his son's donkey ears and tail is outweighed by his relief at seeing his son at last. Geppetto laments that they cannot get out of the whale, who only opens his mouth to eat. However, Pinocchio has a plan; gathering wood together, he starts a fire, which causes Monstro to sneeze the boat out. Jiminy jumps on as they fly past. Furious, Monstro chases the boat and smashes it to pieces with his tail. Pinocchio takes hold of his father and paddles for a hole in the cliffs beyond: a means of escape. Monstro, enraged as ever, continues to chase after them. Pinocchio and Gepetto succeed in getting through the hole in the cliff just as Monstro crashes into it, which causes the whale fatal head trauma, thus ensuring the end of Monstro, and thereby having the whale's heart be collected by the Friends for its failure. Gepetto, Jiminy, Figaro and Cleo wash up on shore alive, but Pinocchio is seen floating face down in a deep puddle, apparently having died trying to save his father.


In Gepetto's workshop, Jiminy, Gepetto and the pets mourn Pinocchio's death. However, in saving his father, Pinocchio has proved himself; the Blue Fairy, from afar, grants him life, and he becomes a real boy. While the other characters celebrate, Jiminy, standing on the window ledge, gazes at the Wishing Star and thanks the Blue Fairy. As a reward, a gold medal declaring him an 'Official Conscience' appears on his front. It is here that the High Council decides to recuit Jiminy as an agent to help prevent people from falling to darkness due to their lack of judgement. Meanwhile, the Coachman continues to enact his Pleasure Island operation, until the Friends approach him for a new job...

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