Pinocchio and the Emperor of the Night.A bumblebee named Lieutenant Grumblebee is woken from his sleep by the arrival of a large sinister looking ship. A man named Puppetino remarks that this is the ideal spot for the carnival. Stakes and ropes fly from the ship and a circus tent forms. Grumblebee hastily leaves the area. A year after being made human by the Good Fairy, Pinocchio celebrates his first birthday with Mister Geppetto. The Good Fairy appears and teaches Pinocchio that love is his most powerful gift. She brings to life one of Pinocchio's own carvings, a wooden glow worm, to act as Pinocchio's conscience. Pinocchio, surprised, accidentally names it Gee Willikers. After the party Pinocchio offers to deliver a jewel box to the mayor for Geppetto. En route he encounters Scalawag and Igor, who trick him into trading the box for the "Pharaoh's Ruby". The ruby turns out to be a fake and Geppetto is furious. Pinocchio runs away, leaving Gee Willikers behind...

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