A lonely woodcarver named Geppetto wishes for a son one night before going to bed. Sophia, the Blue Fairy, comes and partially grants it by turning his latest puppet, Pinocchio, into a living one. He can fulfill Geppetto's wish of a real son if he can prove himself to be a good soul. However, the road to becoming one seems to never end, since his innocence continuously causes a problem, especially when the evil Gypsy and his two goons, Mario and Vince, want to exploit him. Not to mention, every time that he misbehaves or lies, his nose grows.