Elements of the original Italian fairy tale, Pinocchio can still be found in this modern and loose adaptation which was filmed in Texas, Louisiana, and Tuscany. In a mythical, unnamed country, Brando is a tough old banking magnate who discovers upon his despised brother suicide that he has a son. Excited about the prospect of an heir. The son, known as "Pinocchio," works as an orderly at a nursing home. He was raised in this place, and though not intelligent, Pinocchio is a hard worker. Brando, excited at finally having an heir, removes his son from the home and takes him into his fast-paced, luxury filled world. Upon meeting the other aging bankers in Brando's world, Pinocchio has trouble adjusting. The company psychiatrist examines Pinocchio and determines that he will probably never adapt. This prompts Pinocchio to run away. While in flight, he meets hard-bitten, streetwise Lucy, who saw a murder and now is a suspect. They run together and encounter a variety of shady characters that parallel those in the original story.