The Blue Fairy, who is “blue” because she’s lonely, finds some comfort on a chilly autumn evening with Gepetto.  In return she brings his puppet to life.

Pinocchio keeps trying to get to school, but runs afoul of many misadventures, including an encounter with “Foxy and The Cat.”  At Capalletti’s puppet show he must learn to count in order to be a dancing puppet.  During one exciting chase scene, he finds a note left for him by Gepetto—but he can’t read!  He must rely on one audience member to help him.  Pinocchio almost catches the dreaded “DONKEY FEVER” (This song was recorded by the ringmaster of the Barnum and Bailey Circus), and the puppet and Gepetto are swallowed by the  “Terrible Giant Dogfish. “

Just as Gepetto is about to lose hope, Pinocchio has a wonderful idea. He starts singing the lullaby Gepetto sang to him, to  try to put the fish to sleep.  Pinocchio’s voice is voice is too small by itself, so he asks the audience to sing with him. As the fish snores, Gepetto and Pinocchio swim home. As a reward for his brave and loving heart, Pinocchio is finally turned into a flesh and blood boy. The Blue Fairy is so happy she turns pink!