Pinocchio and the Emperor of the Night

A sinister sail-and-steamship arrives and wakes Lieutenant Grumblebee. Puppetino notes this is the ideal spot for the carnival. Ropes and stakes fly from the ship as a circus tent forms, and Grumblebee hastily leaves the area.

One year after being made human, Pinocchio celebrates his first birthday with Geppetto. The Good Fairy appears, teaching that love is his most powerful gift. She brings to life Pinocchio's carving, a glow-bug named Willikers, to act as his conscience.

Pinocchio offers to deliver a jewel box to the mayor for Geppetto. Scalawag and Igor trick him into trading it for the fake Pharaoh's Ruby. Geppetto grows furious when the box is lost, and Pinocchio runs away in shame, leaving Willikers behind.

Pinocchio seeks work at the carnival and is drawn to Twinkle, a blonde marionette. Puppetino recognizes him and uses Twinkle to lure him into the carnival. Puppetino's organ grinder makes Pinocchio dance uncontrollably as strings are attached, completing his transformation back into a puppet. The Good Fairy awakens him, reminds him of the importance of choice, and restores him to human form.

Pinocchio decides to retrieve the jewel box to make things right for Geppetto. Willikers objects to the plan, so Pinocchio leaves him behind and travels alone. This marks Pinocchio's renewed independence, even as he struggles with his own choices.

Willikers heads to Bugzburg, where Grumblebee takes him to his home. The two begin to form a bond as the glow-bug learns about the wider world. Willikers finds new purpose in the journey.

Pinocchio encounters Scalawag and Igor again, who tell him the jewel box is at the carnival aboard the Empire of the Night ship. They initially plan to hand him over for reward, but Pinocchio's rescue of them from a giant barracuda earns their reluctant trust.

The carnival ship arrives and captures Pinocchio's boat, and Willikers is carried to the river, latching onto Pinocchio's pocket as they drift toward the ship.

A boatman offers Pinocchio a ride to the jewel box but guides him toward the Neon Cabaret's brighter path. A doorman promises that Pinocchio can perform inside if he signs a contract.

Inside the Neon Cabaret, Pinocchio is drawn onto a glittering stage as the boatman morphs into the doorman and then the ringmaster. The Emperor of the Night reveals the audience is puppets and demands Pinocchio sign a contract to become a puppet again, threatening the Good Fairy's death. Pinocchio refuses and is imprisoned with Scalawag and Igor.

The Emperor betrays Pinocchio, insisting that signing away his freedom will allow Geppetto to be freed. Pinocchio signs the contract, losing his free will and becoming a living puppet once more.

Pinocchio escapes with Scalawag and Igor as the Emperor shoots Puppetino in the back for cowardice. Puppetino becomes a lifeless puppet and burns.

The Good Fairy's blue aura surrounds Pinocchio as the ship catches fire. The Emperor's flaming figure is destroyed as Pinocchio merges with the blue light and plunges into him, ending the threat.

On shore, Geppetto has returned to his original size and Scalawag and Igor find Pinocchio, now a real boy. The Good Fairy reappears, presents the jewel box to Geppetto, and Twinkle awakens nearby before fading away at sunrise as everyone celebrates.