A 1987 animated feature released by New World Pictures, made by {{Creator/Filmation}}.

One year after becoming a real boy, Geppetto feels Pinocchio's ready to take on some responsibility, and so entrusts him with a delivery job: take a [[MacGuffin hand-crafted jewel box]] to the Mayor. Unfortunately, he instead trades the box away to a pair of con artists he meets on the road, in exchange for a [[DistractedByTheShiny big, shiny]] [[spoiler: ([[GenreBlind fake]])]] [[DistractedByTheShiny ruby.]] Geppetto, when he finds out, [[BigWhat is somewhat less than pleased.]]

That night, a guilt-ridden Pinocchio [[TheRunaway runs away from home]] to join the [[CircusOfFear mysterious carnival]] that sprung up overnight. It's run by a [[MostDefinitelyNotAVillain totally upright, trustworthy, not-creepy-in-the-least]] puppetmaster (named Puppetino) who tempts Pinocchio into a dance with Twinkle, [[OverlyNarrowSuperlative "The Most Beautiful Puppet In The World"]]... if he shows him what he can do first. What follows can only be described as an exercise in creepy, as Pinocchio is forced to dance as he watches himself turn back into a puppet.

If the viewer hasn't been scared into shutting the movie off yet, the Blue Fairy comes in and makes everything better, after a brief but stern reminder about "The Power Of Choice" and an amusing callback to the original tale as he tries to explain just how he got into that predicament in the first place. Pinocchio, now flesh-and-blood again, immediately decides to prove his newfound sense of responsibility... by going out to get the jewel box back.

A series of hijinks later, Pinocchio finds himself in the ominous Empire of the Night, being tempted onto a gondola ride by a mysterious figure. Again, Pinocchio's [[HorribleJudgeOfCharacter excellent judgment]] shines through as he decides to make a pit stop in "The Land Where Dreams Come True," which plays out like a DisneyAcidSequence, heavy on the acid. Despite the strangeness of the place, Pinocchio finds all his wishes are granted... the opportunity to have fun with no rules, an unlimited supply of toys, and fame and fortune.

But if you've been paying attention, you know there's a price...

The movie was designed to be a sequel to [[Literature/TheAdventuresOfPinocchio the classic tale]], but audiences felt more like they were watching a Re-Tread of the [[Disney/{{Pinocchio}} Disney version.]] It hit a lot of similar notes, including but not limited to: FunnyAnimal con artists, a Jiminy Cricket-esque conscience figure, a sadistic, cruel puppetmaster, a place where kids are free to do whatever they like, and a titanic battle on the high seas. [[DisneyOwnsThisTrope Disney sued Filmation for copyright infringement]] and lost, as the original ''Pinocchio'' story was written by Carlo Collodi, and was out of copyright.

Possibly due to these similarities, the film was a commercial failure, costing $8 to $10 million to make, but only earning $3.3 million domestically. However, it retains a small but loyal cult following; fans of the movie will illustrate the many differences between the two films, one of which is this film's Aesop about the power of choice, and the theme of temptation as a form of captivity. They'll also cite the DarkerAndEdgier nature of the opposition; in particular, Puppetino's transformation of Pinocchio and the appearance of the eponymous Emperor of the Night are unique, impressive, and terrifying to this day.

Reviewed [[http://madnessmonster.wordpress.com/2009/06/30/pinocchio-emperor-review/ here]]. See also ''WesternAnimation/HappilyEverAfter'', another Filmation effort that served as a sequel to ''Disney/SnowWhiteAndTheSevenDwarfs''.
!!This film contains examples of:

* AdultFear:
** Listen to the scene where Puppetino turns Pinnochio back into a puppet with your eyes closed - UpToEleven.
** A more subtle form, but listen very closely to the song "Do What Makes You Happy", which sings about the joys or abandoning home to pursue the life of a rule-snubbing vagabond. How many kids and teenagers have ran away from loving homes just for a taste of freedom? And how many have later come to regret it?
** A parent gets up the morning after an argument with their child to find that the child has run away from home.
* AesopAmnesia: The movie pretty much runs off this, in regards to Pinocchio forgetting every single lesson he learned in the original story.
* AndIMustScream: While Pinocchio is being turned back into a puppet, the camera cuts several times to closeups of Twinkle watching, implying that her original human self is still conscious trapped inside her now puppet body and aware of what's happening.
* AwardBaitSong: [[http://www.youtube.com/watch?v=di1GRO1aQ9Q "Love Is a Light (Inside Your Heart)".]]
* BewareTheNiceOnes: Pinocchio, of all people. He doesn't actually throw any punches, but he still gets surprisingly badass during the film's climax.
* BigBad: Puppetino for the first half of the film, The Emperor of the Night for the second.
* BigGood: The Blue Fairy, naturally.
* BlatantLies: Pinocchio's explanation to the Good Fairy for how he came to be Puppetino's prisoner. Invoked later on when he deliberately tells lies in order to make his nose longer so he can use it to open a very high lock.
* CaptainErsatz: Many of the film's characters for characters from the original book/Disney film. Gee Willikers is Jiminy Cricket given Pinocchio's origin, Scalawag and Igor are Honest John and Gideon with redeeming characteristics, Puppetino is Stromboli with magical powers, and the Emperor of the Night is an ''even'' '''scarier''' version of the Coachman.
* CircusOfFear: Very much shades of ''Literature/SomethingWickedThisWayComes''.
* ContrivedCoincidence. When Igor and Sallawag shoot themselves out of the cannon to escape the angry mob, they just happen to crash into Pinocchio. The plot ensues.
* CreepyChild: The kid in the Cowboy hat that encourages Pinocchio to drink alchohol. [[spoiler:he turns out to be the Emperor in disguise.]]
* DancePartyEnding: Well, at least Geppetto, Twinkle, and Pinocchio dance before [[RuleOfSymbolism heading off into the sunrise]]. Comes this close to being a YeahShot ending.
* DealWithTheDevil: The Emperor tries this on Pinocchio, and it nearly works as he willingly forfeits his free-will over to guarantee his family and friend's safety. But the Emperor screws up, [[ForTheEvulz as he fails to live up to his end]] of the deal, triggering [[{{Determinator}} Pinocchio's wrath and vow to leave by force]].
* DisneyOwnsThisTrope: Disney certainly thought so, and sued Filmation for copyright infringement. A judge disagreed, on the grounds that Carlo Collodi's original Pinocchio story was out of copyright, and Disney lost the suit.
* TheDragon: Puppetino, it turns out. While very effective at first, particularly in using temptation to get Pinocchio to make his DealWithTheDevil, by the end he proves to be next to useless, cowering like a random {{Mook}}, and when the shit hits the fan is a DirtyCoward. Even his powers seem to be a gift from the Emperor, if his ultimate fate also implies a stripping of those powers, thus rendering even his earlier crowning moments rather lackluster in retrospect. His fear of his boss, however, was likely due to fear of YouHaveFailedMe ([[ProperlyParanoid and he was right to worry]]).
* [[EverythingsBetterWithMonkeys Everything's Better With Monkeys]]: Igor.
* EvilSoundsDeep: Evil sounds like Creator/JamesEarlJones.
* ExpositionFairy: Gee Whillikers, taking the Jiminy Cricket role for this movie.
* {{Expy}}: It's painfully obvious that Scalawag and Igor are meant to be stand-ins for [[CunningLikeAFox Foulfellow]] and [[CatsAreMean Gideon]]. However, because [[WhatMeasureIsANonCute raccoons are cute, chubby, and cuddly]], and EverythingsBetterWithMonkeys, these two end up proving their inner heroism by swallowing their cowardice, doing a HeelFaceTurn, and helping Pinocchio out in the end--if only by getting him to the empire and then [[YouAreNotAlone standing by him when it counted]].
** Besides those two, we have [[strike:Jiminy Cricket]] Gee Willikers, a small insect named after an interjection who tries to keep Pinocchio on the straight and narrow, and a painfully obvious expy of Lampwick in the [[strike:Pleasure Island]] Neon Cabaret scene. And like Monstro, the Emperor's ship swallows their boat whole and provides the backdrop for Pinocchio's final battle.
** Also, let's be honest with ourselves here: "Emperor of the Night" is a fancy way of saying "Satan" without parents losing their shit -- because, clearly, [[WildMassGuessing by any logical criteria]], the Emperor is Satan.
* FourFingeredHands: It's painfully obvious that most of the characters have this. The only exception is the Emperor of the Night himself.
* FriendOrIdolDecision: [[spoiler:The Emperor of the Night]] pulls one of these on Pinocchio, trying to make him choose between Geppetto, Twinkle, and his friends on the one hand versus his freedom. Pinocchio decides to TakeAThirdOption. Things end poorly for the villain.
* GlamourFailure: The [[GlowingEyesOfDoom glowing]] [[RedEyesTakeWarning red eyes]] on all of the Emperor's various incarnations.
* GoodHurtsEvil: Or at least, the purity of Pinocchio's HeroicSacrifice and ThePowerOfLove does. Both [[IncrediblyLamePun lampshaded and foreshadowed]] by the Blue Fairy's pep-talk {{Aesop}} song.
* GrotesqueGallery
* HeelFaceTurn: Scalawag and Igor, though they were fairly [[LovableRogue Lovable Rogues]] in the first place.
* HeelRealization: Scalawag's moment in prison, when he realizes that all of them had succumbed to the power of their own dark desires, which allowed the Emperor to manipulate, corrupt, and ultimately ensnare them.
* HiddenDepths: From Scalawag and Igor no less, who give a BalanceBetweenGoodAndEvil explanation to Pinocchio, about the Emperor's and Blue Fairy's diametrically opposed motives and goals concerning free-will.
* HolyBurnsEvil: Neither Emperor or Empire of the Night can stand up to Pinocchio's display of free-will, love and sacrifice for his loved ones.
* HorribleJudgeOfCharacter: Pinocchio, again.
* HumanoidAbomination: The Emperor of the Night is monstrosity, lacking a whole body and seems to part part darkness.
* IdiotHero: Almost all of the bad things that happen in the film are the direct result of Pinocchio not only completely disregarding common sense, but ignoring the shrieking bug telling him that what he's doing is a bad idea.
* ILied: The Emperor pulls this trope after Pinocchio agrees to give away his freedom in exchange for Geppetto, Twinkle, Scalawag, and Igor being released. [[BewareTheNiceOnes Big mistake]].
* {{Irony}}: The Emperor wants Pinocchio to have no choice, this ends up ''going badly for him'' as Pinocchio, having no choice, [[spoiler: sacrifices himself to save his father.]]
* JerkWithAHeartOfGold: Scalawag, in the end. (Natch, [[Creator/EdAsner considering his VA]].)
* JumpScare: The Emperor gives a particularly ''nasty'' one to the younger viewer, when his fingers transform into ''screeching demons'', emphasizing that his empire can suddenly switch without warning from a dream, to a nightmare.
* KarmaHoudini: Technically, everything that happens in the movie is the fault of Scalawag and Igor for taking the music box from Pinocchio, yet because in the end they [[HeelFaceTurn change sides]] and stand by him, they're given free passes, everyone walks off as friends, and this is never really brought up again. Justified, perhaps, in that unlike Foulfellow and Gideon, they were thieves and con men for fun and profit, not out of malice, they clearly [[MyGodWhatHaveIDone regretted their mistakes]], and they genuinely do redeem themselves.
* LargeHam: Creator/JamesEarlJones as the Emperor lingers over every syllable of every line here, clearly having a blast with the role.
* LaserGuidedKarma: Puppetino's fate. [[WildMassGuessing What isn't clear]] is whether this is just the Emperor inflicting a particularly delicious and ironic punishment, or if he was restoring him [[PuppetPermutation to what he used to be]].
* [[LionsAndTigersAndHumansOhMy Lions And Tigers And Humans -- Oh, My!]]
* LotusEaterMachine: The "Land Where Dreams Come True."
* MalignantPlotTumor: Gee Willikers and Lieutenant Bumblebee enlist the aid of bugs everywhere by visiting "Bugs-Berg" and fight off... a frog. The side-story has little consequence, ''consumes a lot of time'', and nearly derails the plot of the entire movie!
* MoodWhiplash: It happens ''several times'' in this film - a charming moment plays out with a up-beat song, only to be followed by a scene of [[{{NightmareFuel}} Nightmare Fuel]].
* PuppetPermutation: What Puppetino dishes out to Pinocchio (and before him, Twinkle and countless others), and what [[BadBoss the Emperor of the Night]] [[LaserGuidedKarma in turn]] [[YouHaveFailedMe does to him]].
* SatelliteLoveInterest: Twinkle exists pretty much to tempt Pinocchio and be a living MacGuffin for the second half of the movie.
* ThatRemindsMeOfASong: The set-up for the AwardBaitSong listed above probably qualifies as this, particularly since it existed solely to show off the talents of Rickie Lee Jones. [[SubvertedTrope However]], the song in question was crucial to the {{Aesop}} as well as the climax of the film, and while never mentioned explicitly again an instrumental version of it does play as part of the soundtrack during said climax. {{Anvilicious}}, perhaps, but still effective.
* ThisIsSomethingHesGotToDoHimself: Pinocchio's determination to get the [[MacGuffin jewel box]] back and thus prove his responsibility and trustworthiness, whatever the cost. He means well, but it does come across as a bit of LawfulStupid behavior.
* WackyWaysideTribe: Bugsburg.
* WholesomeCrossdresser: Scalawag and Igor, [[WeNeedADistraction as a distraction]] to snap Pinocchio out of his fame-and-fortune illusion.