A retelling of the classic "Pinocchio" tale, as seen through the eyes of Geppetto, the Italian toymaker and father of Pinocchio, the wooden puppet who wants to be a real boy.<P>In the town of Villagio, around 1850, Geppetto wants a child to complete his life, and the Blue Fairy grants his wish for a son by bringing Pinocchio to life, But the wooden boy gets into all kinds of mischief and Geppetto exclaims that Pinocchio is a big disappointment. A crestfallen Pinocchio runs away to join the evil Stromboli's Marionette Circus where the stringless puppet performs and is kept locked in a wooden cage. Continuing his search for the boy, Geppetto encounters Professor Buonragazzo, who possesses a stupendous contraption that manufactures "perfect," made-to-order children. Horrified, Geppetto flees and continues his search for his son. finally realizes what Pinocchio really means to him.<P>Meanwhile, Pinocchio escapes Stromboli's evil clutches, but then falls under the evil influences of the Ringleader on Pleasure Island, a fantasy island come true. As the little boys, including Pinocchio, ride the carnival's roller coaster. they are changed into speechless jackasses. Geppetto watchs in anguish as his son, trapped in the body of a donkey, is led away.<P>Gepetto sets out in a rowboat to follow the sailing ship that is carrying Pinocchio away. But an enormous whale swallows the toymaker. Pinocchio jumps overboard to try and save his father, an unselfish act, which washes away his donkey exterior, but he, too. gets swallowed into the belly of the whale. With mutual love uniting them, Geppetto and Pinocchio work together to trick the whale and escape.<P>Back home in Villagio, Stromboli, clutching the contract signed by Pinocchio, claims that the boy belongs to him. Geppetto pleads with Stromboli not to take his son, stating that there is nothing else he values or loves more; he beseeches the Blue Fairy to intervene, but she sadly tells him there is nothing she can do. As Stromboli goes out the door, dragging Pinocchio, Geppetto begs the Blue Fairy to grant him one last wish -- a wish only a real father could ever dare to ask.