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in a far away village in italy a cricket named Jiminy enters a workshop of a wood carver Geppetto with his cat Figero and goldfish Cleo and Rocky and Bullwinkle meet Geppetto and Jiminy Cricket and becomes their friends and he makes a puppet named Pinocchio and finishes him at last one night he makes a wish for Pinocchio to be a real boy and the Blue Fairy arrives and brings Pinocchio to life and makes Jiminy his conceseince and Rocky and Bullwinkle his loyal guardains and to teach him right and wrong and to make him a real boy and she exits and Gepetto has a celebration and than they take a nap the next morning Pinocchio gets ready for school and a fox named Foulfellow and a cat named Gideon spot Pinocchio and decided to use him as a star attraction for Strombolis puppet show they convence him to join the show and Pinocchio cuts school and heads for the theatre and Jiminy Cricket Rocky and Bullwinkle follow they sell him to Stromboli who gives them some gold coins and later Pinocchio dances on stage and becomes a super star and Stromboli earns gold coins and blows kisses to the audience and Jiminy thinks that he is too famous for him and Rocky and Bullwinkle agree later that night Geppetto heads out to find Pinocchio at the caravan Stromboli talks with Pinocchio about the money they made and Pinocchio is excited to run home to tell Geppetto about his performance but Stromboli refuses to release Pinocchio instead he locks him a birdcage and snaps the lock pad shut and he plans to use Pinocchio as firewood when he grows too old for show business and leaves on the caravan and the storm comes and Jiminy Rocky and Bullwinkle enter the caravan and find Pinocchio locked up they try to free him but cant and the Blue Fairy comes and Pinocchio lies about skipping school and meeting monsters which makes his nose grow and he promises never to lie again and the Blue Fairy shrinks his nose back to normal and opens the cage and Pinocchio Jiminy Rocky and Bullwinkle exit the caravan unknown to Stromboli meanwhile at red lobster inn Foulfellow and Gideon tell the Coachman how they cheated Stromboli out of his money and the Coachman informs them of real money that he is collecting stupid little boys that play hookey from school to a dark place called Pleasure Island and tells them to meet him there with no double crossing while Pinocchio Jiminy Rocky and Bullwinkle are headed home Pinocchio is stopped by Foulfellow and Gideon again but this time they tell him of a vacation on pleasure island and he follows them and Jiminy Cricket Rocky and Bullwinkle follow they sell him to the Coachman and head on the stage coach where Pinocchio meets a bully named Lampwick and becomes his friend and Geppetto with Cleo and Figero follows but gets swallowed by a monsterous sperm whale named Monstro at pleasure island Pinocchio and Lampwick wreck houses and join the carnaval and the Coachman is smiley ordering his residents to lock up the donkeys pleasure island later seems empty Jiminy Cricket Rocky and Bullwinkle search for Pinocchio everywhere and Pinocchio is playing pool with Lampwick but Jiminy Cricket catches them and Rocky and Bullwinkle rush Pinocchio to go back home but Lampwick mocks them and when they leave they discover that the Coachman is using Pleasure Island to turn boys into braying donkeys and Jiminy Rocky and Bullwinkle run to warn Pinocchio but Lampwick changes into a donkey and is caught by the Coachman and Jiminy Rocky and Bullwinkle rescue Pinocchio who is only half a donkey and they jump into the sea and make it back home later they discover that Geppetto has been swallowed by a whale named Monstro and they go on their search for him into the sea communicating with fish and seahorses and crabs and clams and Monstro is asleep inside his belly Geppetto Figaro and Cleo are suffering and starving but when fish arrive Monstro chases them and swallows them whole and Pinocchio Rocky and Bullwinkle are also swallowed and Pinocchio starts a fire and smoke which makes Monstro sneeze and when he sneezes them out Monstro chases them trying to re gobble them up but Jiminy Geppetto Cleo Figaro Rocky and Bullwinkle are washed a shore and Monstro crashes into the cave and Pinocchio is dead Geppetto Figaro Cleo Jiminy Cricket and Rocky and Bullwinkle start crying and the Blue Fairy ressurects Pinocchio turning him into a real boy at last and a celebration goes on and Jiminy Cricket gets a badge that says offical conscience and Rocky and Bullwinkle say goodbye to Pinocchio Geppetto Jiminy Figaro and Cleo and head home the end

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