Panic
performed by Dominic Frontiere

The plot of the film involves a wooden puppet being brought to life by a blue fairy, who tells him he can become a real boy if he proves himself "brave, truthful, and unselfish". Thus begin the puppet's adventures to become a real boy, which involve many encounters with a host of unsavory characters.

A magical log falls off a wagon and rolls through a medieval Italian town causing considerable damage and some injuries. It comes to rest in front of the house of Geppetto, a poor wood carver, who carves a puppet, Pinocchio, from it. To Geppetto's surprise the puppet comes to life and to his dismay, it becomes very mischievous. Geppetto sells his only coat to provide schoolbooks for Pinocchio; however, the rambunctious puppet goes on several adventures, dreading school. He joins a puppet theater and is almost eaten by the gigantic puppet master. Pinocchio lies to get out of the situation, claiming misery and poverty in his family, and the puppet master gives him five gold coins. He then meets Fox and Cat who gyp him out of his money. The watchful Blue Fairy, who encourages him to give up his obnoxious ways, saves him from hanging. In jail, he meets Leonardo, another truant thief. Out of jail, he joins Leonardo in a trip to FunForeverLand where all is play and no work or school. There, boys turn into donkeys who are sold for hard labor. Pinocchio escapes and later finds Leonardo dying. Trying to find his father, he's swallowed by a whale (that looks a lot like a gigantic shark) and together they escape. Pinocchio suddenly reforms and becomes a real boy.