The Fortress of .Charlie sees Geppetto being taken to the fortress of doom and tells Pinocchio, Jack and, Willie, while they try to think of a way to get inside they see a merchant wagon pull up to the drawbridge and climb inside where they find that the goods being sold are faulty. The merchant catches them and ties up Jack and Willie to be pelted and dyed to look like mink later on and begrudgingly allows his son Mario to keep Pinocchio as a toy, neither realising he's alive until he reveals his secret to Mario after the boy's father leaves. Mario asks Pinocchio to tell him of his life's story until then; although he claims not to understand what gain there is in Pinocchio rescuing his father purely out of love, he gives him a guard uniform from the wagon and allows Jack and Willie to be set free. Charlie has manages to find the cell where a disheartened Geppetto is being held while Pinocchio gets another guard to tell him where his father is being held. Elsewhere Mario's father has completed his transaction with the commander and learns of the reward being offered for Pinocchio, however when he returns to the wagon he finds that the puppet and his friends have left and becomes furious when his son tells him that he freed them out of kindness. Pinocchio and his friends find Charlie who helps them to find Geppetto, though they are unable to free him, meanwhile the commander discovers the goods he purchased are inedible and has both Mario and his father captured to be sent to devil island as well until Mario tells him that he's seen the puppet. Mario finds Pinocchio and plans to turn him in to save his father, but upon hearing that his friend cares more about saving his own father than keeping away from the soldiers trying to burn him he refuses to betray him and tells his father that he no longer wants to follow his dishonest example and that they should find another way to escape. The group ends up being cornered by the soldiers who are holding Mario's father at gunpoint and Mario pushes his new friends into the moat to swim away and rescues his father, telling the soldiers that they are the evil ones before being shot and falling into the moat. Pinocchio bring him to shore where he wakes up and his father vows to become and honest businessman after learning from the events of the night, the drunken guard from earlier shows up and tells the group that Geppetto is being transported through the mountains.