Pinocchio has been a real boy for a year. So his creator, Geppetto makes him a cake to celebrate. After a visit from the Pinocchio's Fairy Godmother (who had turned Pinocchio into a real boy), Geppetto realizes that he must deliver a precious Jewel box to the Mayor. Pinocchio persuades Geppetto to allow to take the box and makes his way to the Mayor's house. Pinocchio also takes with him his hand-make glow worm, which magically becomes real when Pincoccho gets distracted by a Carnival that has come to town. Pinocchio names his glow worm Willikers and decides to take a peek at the Carnival, despite Geppetto telling him not to go anywhere near it. Nearby, Scalawag and his colleague Igor advertise a three-shell game which cheats people out of their money, leading to Scalawag's and Igor's escape by using a cannon to get away from the angry mob. Scalawag meets Pinocchio and trades the Jewel box a ruby, which turns out to be a fake when Pinocchio gets home, which angers Geppetto. Pinocchio runs away to the Carnival where he watches a performance, and falls in love with the star puppet, Twinkle. After the people leave, the Puppet Master, Puppetino, tells Pinnochio about what it takes to be a performer, then transforms him into a puppet in an evil fashion. With help from Willikers and the Fairy Godmother, Pinocchio eventually escapes from the Carnvial to find the Jewel box, promising Twinkle along the way that he will find a way to make her real as well. Pinocchio meets with Scalawag and Igor and demands the Jewel box. Scalawag tells Pinocchio that he does not have it and says that they were outnumbered by a gang of thieves lead by Puppetino who took it. Pinocchio decides to track down the Carnival and Scalawag vows to help him go after it to get the box back, secretly intending to hand him over to Puppetino in exchange for gold. The Carnival, however, is a a lot more mysterious and evil than it seems. Including the evil master of the Carnival - the Emperor of the Night.