After singing the film’s signature song “When You Wish Upon a Star”, Jiminy Cricket explains that he is going to tell a story of a wish coming true. His story begins in the Tuscany workshop of a woodworker named Geppetto. Jiminy watches as Geppetto finishes work on a wooden marionette whom he names Pinocchio (a name his cat Figaro and fish Cleo both dislike). Before falling asleep, Geppetto makes a wish on a star that Pinocchio would be a real boy. During the night, a Blue Fairy visits the workshop and brings Pinocchio to life, although he still remains a puppet. She informs him that if he proves himself brave, truthful, and unselfish he will become a real boy and assigns Jiminy to be his conscience.
Gideon and Honest John Geppetto discovers that his wish has come true and is filled with joy. However, on his way to school, Pinocchio is led astray by Honest John the Fox and his companion, Gideon the Cat, who convince him to join Stromboli’s puppet show, despite Jiminy’s objections. Pinocchio becomes Stromboli’s star attraction as a marionette who can sing and dance without strings while performing with marionettes of Dutch girls, French can-can girls, and Russian Cossacks. However, when Pinocchio wants to go home for the night, Stromboli locks him up in a birdcage. Jiminy arrives to see Pinocchio and is unable to free him. The Blue Fairy then appears and asks Pinocchio why he wasn’t at school. Jiminy urges Pinocchio to tell the truth, but instead he starts telling lies, which causes his nose to grow longer and longer. Pinocchio vows to be good from now on and the Blue Fairy restores his nose back to its original form and sets them free, while warning him that this will be the last time she can help him.
Meanwhile, across town, Honest John and Gideon meet a coachman who promises to pay them big money if they can find foolish little boys for him to take to Pleasure Island. Encountering Pinocchio on his way home, they convince him that he needs to take a vacation there. Once at Pleasure Island, he befriends Lampwick, a delinquent boy. With no rules or authority to enforce their activity, Pinocchio and the other boys soon enjoy gambling, smoking, getting drunk, and vandalizing, much to Jiminy’s dismay. Later, while trying to get home, Jiminy discovers that the island hides a horrible curse: The boys brought to the island by the Coachman all foolishly made jackasses of themselves by becoming real donkeys to work in salt mines and circuses in despair. Jiminy runs back to warn Pinocchio, only to find that Lampwick fully transformed into a terrified donkey, but Pinocchio manages to escape with only a donkey’s ears and tail.
Upon returning home, Pinocchio and Jiminy find the workshop empty and discover (through a message left by the Blue Fairy) that Geppetto had ventured out to search for Pinocchio, but was swallowed by a giant whale named Monstro and is now living in his belly. Determined to rescue his father, Pinocchio jumps into the sea, with Jiminy accompanying him. Pinocchio is soon also swallowed by Monstro, where he is reunited with Geppetto. Pinocchio devises a plan to make Monstro sneeze, giving them a chance to escape. The plan works, but the enraged whale chases them and smashes their raft. Pinocchio pulls Geppetto to safety in a cave before Monstro crashes into it. They are all washed up on a beach on the other side. Geppetto, Figaro, Cleo, and Jiminy survive, but Pinocchio lies motionless face down in a tide pool. Back home, the group mourns for him. The Blue Fairy, however, decides that Pinocchio has proven himself brave, truthful, and unselfish, and he is reborn as a real human boy and everyone celebrates. Jiminy steps outside to thank the Fairy and is rewarded by a solid gold badge that certifies him as an official conscience.