A lonely wood-carver named Geppetto wishes for a son one night before going to bed. The Blue Fairy comes while he sleeps and partially grants the wish by turning his latest puppet, Pinocchio, into a living marionette. Pinocchio can himself fulfill Geppetto's wish of a real human son if he can prove himself to be a good soul. However, the road to becoming a real boy seems to never end, since his innocence continuously causes a problem, especially when the Evil Gypsy and his two goons want to exploit him. Not to mention, every time that he misbehaves or lies, his nose grows...
James Coburn
as The Gypsy
Carl Reiner
as Geppetto
Paul Reubens
as Pinocchio
Lainie Kazan
as Sophia, the Blue Fairy
Jim Belushi
as Mario
Michael Richards
as Vince
Vito Scotti
as Antonio
Avery Schreiber
as Boatman
Vincent Schiavelli
as The Priest
Helena Kallianiotes
as Gina
Don Novello
as Narrator (voice)
Shelley Duvall
as Self - Host (uncredited)