Puppeteer Geppetto becomes a puppet himself after drinking an elixir that Pinocchio bought from a traveling carnival.

While Pincchio's creator-'daddy' Gepetto is ill in bed, the rascal and mate visit the circus. There cross-dressing freak-show boss Lorenzini 'Madame Flambeau' ends up selling them an elixir as 'cure', which actually enables him to recruit the debtors as his freak acts.—KGD Vissers