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Live action version of the popular children's story. Pinocchio (voice of Jonathan Taylor Thomas), a wood carving made by Gepetto (Martin Landau), magically comes to life. He runs away and encounters a crafty fox and cat, who work for the evil Lorenzini (Udo Kier). Lorenzini tries to buy Pinocchio from Gepetto, but is unsuccessful. However, when Pinocchio is thrown out of school for lying, he steals some cream from the baker's, and Gepetto has to pay a massive fine. The only way he can afford it is if he accepts Lorenzini's offer.