a good Pinocchio sequel although the new characters are quite different but cool i guess i have this one on video the whole movie was pretty good and had some scary moments for example the "Scary Transformation Sequence'' that was really wrong but anyway the whole movie was OK for a sequel and plus this movie has new characters like Lt. Grumblebee, Puppetino, The Emperor of the Night, Scalawag, Igor, Twinkle, and Gee Wilikers. i like the new people it fits good for a sequel. so the movie starts as Pinocchio has been a real boy for one whole year and is celebrating his first human birthday but things go wrong when a carnival comes to town and two bums trade Pinocchio's jewel box for a pharaoh's ruby and the plot darkens when he returns home and his father is upset when he finds out Pinocchio traded something for something fake and grounds him for that and Pinocchio believes he was too untrusted to be his real father and runs away from home and ends up at the carnival looking for a job and he goes sees twinkle's performance of "Do what makes you Happy'' after that's done, Puppetino comes out and lures Pinocchio backstage and tells him what it takes to be a performer he shyly admits it and knows what is really going on after seeing his hand and that's when it starts the scary transformation sequence and Pinocchio starts to dance uncontrollably against his will and Puppetino reattaches strings to him Legs and Feet Pinocchio does try to escape however and he gets pulled back to his will and Pinocchio says "i didn't know that i *click* *click*'' and Puppetino swings him around not to mention scary puppet faces in the background and twinkle's face turning sad and Pinocchio has been completely changed back into a puppet and is now the carnival's "only'' attraction. now that's something you should not see in a cartoon.