Late one night in a small Italian town in the year 1895, Jiminy Cricket enters the home of an old woodcarving widower named Geppetto. His only company is the cat Figaro and a little fish named Cleo. Geppetto has just finished working on a wooden puppet based on his dead son, which he calls Pinocchio. Before going to sleep, Geppetto makes a wish to the stars. Later that night, the star magically brings the puppet to life and this puppet is soon visited by a Blue Fairy who tells him that if he is brave, honest and unselfish, he can become a real little boy.