Pinocchio is brought to life, and the Blue Fairy turns him into a real live boy (saying if he is bad he will turn back into a marionette.) The puppet runs away, which ends up getting his father put in jail.

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Geppetto returns and sends Pinocchio to school. Pinocchio gets distracted and goes to a Puppet Show, the Puppetmaster takes pity on Pinocchio and gives him six gold coins.

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Pinocchio meets the Fox and Cat, they first try to hang him but the Fairy saves Pinocchio, but when they tricked Pinocchio into burying his money they steal it.

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Pinocchio is put in jail for stupidity, and when released is made a guard dog. Pinocchio does something right as catches thieves as a guard dog and tries to save his father from drowning. He fails and befriends the lazy Lucignolo.

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Pinocchio meets the Fairy once more, and strikes up a deal, if he is good, he'll see his father once more. But Lucignolo convinces Pinocchio to go to The Land of Toys.

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Lucignolo and Pinocchio turn into donkeys. Pinocchio is turned back to a puppet finally when tossed into the water to drown, only to be swallowed by a Giant Whale. In the belly, he finds his Father and the two escape on the back of a Tuna.

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