He wishes upon a star that Pinocchio would become a real boy, and his wish is granted by the Blue Fairy, who appears in the form of a hologram. She tells Pinocchio that he can become a real boy if he proves himself brave, truthful, and unselfish, and assigns Jiminy to be his conscience.
The next day, Geppetto sends Pinocchio to school, hoping that he will learn and make friends. However, on his way, Pinocchio is tricked by Honest John, a con artist fox, and his sidekick Gideon, a mute cat, who convince him to join Stromboli’s puppet show, where he becomes a star.
Pinocchio enjoys the fame and applause, but soon realizes that Stromboli is a cruel and greedy man who plans to keep him as a prisoner and sell him to the highest bidder. Pinocchio escapes with the help of the Blue Fairy, who warns him not to lie, as his nose will grow longer every time he does.
Pinocchio reunites with Geppetto, who is overjoyed to see him. However, the next day, Pinocchio is again lured by Honest John, who sells him to the Coachman, a sinister man who transports children to Pleasure Island, a place where they can do whatever they want without any rules or consequences.
Pinocchio befriends Lampwick, a rebellious boy who introduces him to the pleasures of smoking, drinking, gambling, and fighting. However, Pinocchio soon discovers that Pleasure Island is a trap, as the children who indulge in their vices are turned into donkeys and sold to work in the salt mines. Pinocchio manages to escape before he is fully transformed, but Lampwick is not so lucky.
Pinocchio returns home, only to find that Geppetto has gone missing. He learns from a letter that Geppetto went out to sea to look for him, but was swallowed by a giant whale named Monstro. Pinocchio decides to rescue him, and jumps into the ocean, followed by Jiminy.
They find Geppetto inside Monstro’s belly, along with Figaro and Cleo, who had stowed away on his boat. They devise a plan to make Monstro sneeze, and escape from his mouth. However, Monstro is enraged by their escape, and chases them to the shore. Pinocchio saves Geppetto from drowning, but is crushed by a falling mast.
