Plot
Lieutenant Grumblebee finds a large ship on a riverbank. He observes Puppetino—the chief henchman of the Emperor of the Night—remarking that the area is the perfect place to set up. Stakes and ropes fly from the ship, and a circus tent forms. Grumblebee leaves the area.
A year after being made human by the Good Fairy, Pinocchio celebrates his first birthday with Mister Geppetto. The Good Fairy appears and teaches Pinocchio that love is his most powerful gift. She brings to life one of Pinocchio's own carvings, a wooden glow worm, to act as Pinocchio's conscience. Pinocchio, surprised, accidentally names it Gee Willikers. After the party Pinocchio offers to deliver a jewel box to the mayor for Geppetto. He encounters Scalawag and Igor, who trick Pinocchio into trading the box for the "Pharaoh's Ruby". Returning home, Pinocchio is ashamed to discover the ruby is a fake. He runs away, leaving Gee Willikers behind.
Pinocchio looks for work at the carnival and is entranced by a blonde marionette named Twinkle. Puppetino uses Twinkle to lure Pinocchio into joining the carnival. Puppetino plays an organ grinder and Pinocchio begins dancing against his will as he is transformed back into a puppet. Puppetino attaches strings to Pinocchio's hands and feet and hangs him up with Twinkle. The Good Fairy appears and awakens Pinocchio, explaining that he lost his freedom because he took it for granted. She reminds him of the importance of choice before restoring him to human form.
Pinocchio decides to retrieve the jewel box. Willikers is upset so Pinocchio sets him aside and travels alone. He finds Scalawag and Igor, who inform him that the box is at the carnival, which has returned to the ship. They pursue it by boat, but the ship suddenly opens up, swallowing the boat. Willikers, carried to the river by Grumblebee, latches onto Pinocchio's pocket as they drift into the ship.
Scalawag recognizes the ship as the Empire of the Night. A boatman offers Pinocchio a ride to the jewel box, leaving Scalawag and Igor behind. The boatman says the box is in the opposite, darker end of a cavern. Pinocchio prefers the brighter path, and they row to the "Neon Cabaret". A doorman says that Pinocchio can play inside if he signs a contract. He impulsively agrees, running inside and drinking from a fountain of green liquid that causes him to hallucinate and black out. He awakens on a stage; a ringmaster tells him his fans are waiting and he begins dancing. Scalawag and Igor, who have followed Pinocchio, try to get his attention, but are drawn offstage while he is distracted by Twinkle. Pinocchio bows to thunderous applause.
Puppetino appears and Pinocchio turns to find the boatman, who transforms into the doorman and then the ringmaster. He tells Pinocchio that he has reached the "Land Where Dreams Come True" and then morphs into a floating being with four arms—the Emperor of the Night. He demands Pinocchio sign a contract that will make him a puppet again, a choice that will weaken the Good Fairy. Pinocchio refuses and is imprisoned with Scalawag and Igor. Scalawag laments that they have succumbed to their desires without considering the consequences. The Emperor reveals to Pinocchio that Geppetto has been shrunk to fit inside the jewel box. Pinocchio offers to sign the contract if the Emperor frees Geppetto and the others. Pinocchio signs away his freedom, transforming back into a living puppet.
The Emperor betrays Pinocchio, telling him that the freedom of choice gives him his power. Pinocchio turns on the Emperor and a blue aura—the light of the Good Fairy—surrounds him. The Emperor shoots bolts of flame at Pinocchio, but the blue light protects him as the ship catches fire. The Emperor promises to make Geppetto pay for Pinocchio's choices, and Pinocchio plunges into the Emperor's flaming figure, destroying him and his ship. On the shore, Geppetto has returned to his original size. Scalawag and Igor find Pinocchio, who is once again a real boy. The Good Fairy appears, proudly telling Pinocchio that he no longer needs her. She presents the jewel box to Geppetto. She reveals the now human Twinkle awakening nearby before fading away, leaving the group to celebrate.
Read more about this topic: Pinocchio And The Emperor Of The Night
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