Charles Solomon of the Los Angeles Timeswrote that th… Puppetino attaches strings to Pinocchio's hands and feet and hangs him up with Twinkle. She presents the jewel box to Geppetto. The evil Emperor promises to make Geppetto pay for Pinocchio's choices, but he runs and forms into a blue shining orb and plunges into the Emperor's flaming figure, destroying him and his ship. However, the Emperor has no intention of fulfilling his side of the bargain now that he has got what he wanted. He has full control of his Empire, which he can make appear as he wants while he alone possesses various, tremendous magical powers; he is able to instill and manipulate fear; to create illusions and solid mirages; to conjure ghostly shades and to transform them into human-like people; to turn people into animated (or lifeless) puppets; to curse his victims; and so on and so forth. 13 images (& sounds) of the Pinocchio and the Emperor of the Night cast of characters. Pinocchio refuses and is imprisoned with Scalawag and Igor. Pinocchio signs away his freedom, transforming back into a living puppet. The Good Fairy appears, proudly telling Pinocchio that he no longer needs her. One year after the events described in the 1940 animated Disney film Puppetino uses Twinkle to lure Pinocchio into joining the carnival, before spinning an organ grinder to make Pinocchio dance against his will, transforming back into a puppet. His goal is to weaken the Blue Fairy enough to remove her as an obstacle, and take over the world. Moments later, a boatman offers Pinocchio a ride to find the jewel box, which he accepts, leaving Scalawag and Igor behind. Writing for the Chicago Tribune, Dave Kehr labelled it a "wooden effort" and concluded there was "little reason to bother with Pinocchio and the Emperor of the Night given that the genuine article is readily available on videotape". Scalawag and Igor find Pinocchio, who is once again a real boy. He is a powerful dark lord who rules an opposite dimension called the Empire of the Night, a secret, evil kingdom filled with all sorts of nightmares and illusions. Pinocchio eventually chooses to sacrifice himself for his friends' sake and plunges into the Emperor's cloak. The three pursue the ship by boat, but their embarkation is suddenly swallowed by the ship, which Scalawag eventually but fearfully recognizes as the "Empire of the Night". The Emperor of the Night enlisted the aid of an amateur puppeteer named At the beginning of the story, a bee named Lieutenant Grumblebee finds a large ship on a school bus. He finds Scalawag and Igor, who inform him that the box is at the carnival, which has returned to the ship.

The Emperor reveals to Pinocchio that Geppetto has been shrunk to fit inside the jewel box. Pinocchio, Scalawag, Igor and Geppetto flee, taking Twinkle with them, and manage to reach the blazing ship's deck but the Emperor attacks them. Pinocchio offers to sign the contract if the Emperor frees Geppetto and the others. She gives Geppetto his jeweled box and turns Twinkle into a real little girl, before leaving the group to celebrate. Pinocchio then encounters a doorman, who tells him that he can go and play inside if he signs a contract. Janet Maslin of the New York Times called it "Saturday morning animation at best" and also compared it unfavorably with Disney's version. He rules an other dimension called the Empire of the Night, a secret, evil kingdom filled with all sorts of nightmares and illusions.

Pinocchio looks for work at the carnival and is entranced by a blonde marionette named Twinkle. She reminds him of the importance of choices before restoring him to human form, but warns him that she will not always be there to help him. On the shore, Geppetto has returned to his original size. The Emperor attacks Pinocchio with blasts of magic but the blue light protects him and the ship catches fire. Willikers objects, so Pinocchio sets him aside and travels alone. He is a powerful dark lord resembling a giant figure clad in a robe-like cloak filled with what seem to be fire and darkness, with a headless, vampiric face, red eyes, and four claw-like arms. He finds Scalawag the Puppetino appears and Pinocchio turns to find the boatman, who transforms into the doorman and then the ringmaster. Photos of the Pinocchio and the Emperor of the Night (Movie) voice actors. Puppetino appears and Pinocchio turns to find the boatman, who transforms into the doorman and then the ringmaster. The movie received generally negative reviews from critics during its initial release.

The Blue Fairy appears and proudly tells Pinocchio that he no longer needs her. Puppetino turns into a lifeless puppet, and burns to death immediately after. Pinocchio is told to sign a contract that will make him a puppet again, but he refuses and gets imprisoned with Scalawag and Igor, who lament that they have succumbed to their desires without considering the consequences. The shape-shifting man tells Pinocchio that he has reached the "Land Where Dreams Come True" and reveals his true identity: the Emperor of the Night. Puppetino attempts to escape, but the Emperor turns him into a puppet as punishment for his cowardice, causing him to burn to death.

Puppetino starts playing an Pinocchio decides to retrieve the jewel box. Pinocchio impulsively agrees, running inside and drinking from a fountain of green liquid that causes him to hallucinate and black out. She reveals the now human Twinkle awakening nearby before fading away to the sunrise, leaving the group to celebrate. Scalawag laments that they have succumbed to their desires without considering the consequences. The more powerful he becomes the more his Empire grows, and the weaker the Good Fairy (Pinocchio's Fairy Godmother) becomes. Pinocchio later sets out to retrieve the jeweled box, but he ends up arguing with his new conscience Willikers and traveling alone. The Emperor shoots bolts of flame at Pinocchio, but the blue light protects him as the ship catches fire. Pinocchio is later brought back before the Emperor of the Night, who gives him the jeweled box but reveals that he has shrunk Geppetto to a few inches and trapped him inside the box.