Pinocchio's poor and solitary maker Geppetto complains to the Blue Fairy that his wish-come-true, Pinocchio, is nothing like he wished for - a son who would fill his "Empty Heart". With the help of a Time Machine and Automatons, the audience witnesses how Pinocchio misbehaves and develops a mind of its own.
A classic battle between parent and child unfolds as Pinocchio, finding himself a disappointment and about to be disowned, runs away and seeks refuge from Stromboli, the hideous puppeteer who sings the spectacular operatic song "Bravo Stromboli".
As Pinocchio joins the delinquents (runaways) on Pleasure Island where all forms of misbehaviors are encouraged by the Ringleader and Stromboli, he turns into a donkey which is being shipped off to a land of hard labor. Geppetto, who cares about Pinocchio after all, looks for his son and runs into a bunch of animals which were thrown out by their own parents for being who they are. In sympathy with them, Geppetto realizes his mistake and runs after Pinocchio in a rowboat. Just as a Whale swallows Pinocchio and Geppetto, they reconcile and work together as father and son to escape the peril.
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