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00:00A 14-year-old boy named James loses both his parents in a car accident, so he's set to live
00:05with his grandfather Geppetto. James quickly makes two friends in the neighborhood, but one ends up
00:09dying of cancer and the other one moves to another town. That day Geppetto makes a bow, James would
00:14never lose anyone else again. He starts spending lots of time in the basement, where James isn't
00:18allowed to go. After weeks of spending countless hours down there, Geppetto finishes a creation
00:23that will never abandon James. One day after coming home from school, James spends the whole
00:27afternoon looking at a picture of his old friends and thinking about all the fun they used to have
00:31together. In the evening, Geppetto notices that James is still in his room, so he convinces him
00:36to go out with him for some fresh air. While they sit on the bench to admire the view, James
00:40wonders
00:40what happens to people after death and Geppetto says there's more to earth than it meets the eye.
00:44Suddenly Geppetto starts coughing and James worries, but Geppetto assures him he's fine and promises to
00:49show him something very special tomorrow. In the middle of the night, James is awakened by a strange
00:53noise. When he looks up, he sees someone behind his door who soon runs away. James leaves the room to
00:59investigate and sees a figure behind a wall. He tries to turn on the light but it doesn't work,
01:03so he turns on a flashlight instead. This causes the strange creature to run again.
01:08James chases after the figure and sees them disappear into the basement.
01:11Then Geppetto also goes downstairs, so James decides to take a peek. His grandfather is talking to
01:16someone and James tries to come closer, which reveals his presence. Geppetto tells him to join him
01:21because there's someone he must meet. A closer look reveals a very creepy hole in the wall surrounded
01:25by vines. Geppetto asks the creature to come out and James watches in shock as Pinocchio emerges.
01:31After Geppetto says they should be friends, Pinocchio runs toward James, who is terrified and yells to
01:35stop him. Pinocchio freezes and James runs upstairs. Geppetto follows him and tries to calm him down,
01:41but James keeps freaking out and calling Pinocchio a creepy thing. His grandfather points out it's a
01:45living being and not a thing and apologizes for scaring him. He explains he just wants James to have a
01:50friend as he takes him back to the basement door. James looks through the keyhole and is startled
01:54by Pinocchio's face. After Geppetto explains that Pinocchio never left the basement before,
01:59the door opens and the doll finally steps out. James and Pinocchio introduce themselves and
02:03Pinocchio asks if they're friends, but James says they'll see. Geppetto asks James to keep Pinocchio a
02:08secret. During the weekend, James and Pinocchio play a lot together and become very good friends.
02:13While James is making a video with his phone, he receives a call from his friends Dudley who
02:17accidentally sees Pinocchio. James pretends it's just a puppet his grandfather made as he quickly
02:21moves the camera away. One afternoon James teaches Pinocchio about human biology and Pinocchio says he
02:26wishes to be human too, but James thinks he's cooler like this. When Pinocchio asks about the man's
02:31member, James doesn't know how to answer. While watching a documentary, Pinocchio learns that animals
02:36protect their herds from predators. He tells the sleeping James that he's his herd and pokes different
02:40parts of his face. Geppetto interrupts him to take him back to the basement and Pinocchio insists he wants
02:45to stay with the boy, but Geppetto explains there's school tomorrow. Pinocchio also wonders why he
02:50doesn't have a member and Geppetto refuses to answer. The next morning, Pinocchio watches James
02:54leave for school with Dudley. Trying to get a better look causes him to slip and fall. As he stands
02:59up,
02:59he sees something strange at the back of the basement. He comes closer with a lantern, noticing
03:03all the plants on the walls before discovering another puppet. Pinocchio is startled when the puppet
03:08suddenly wakes up and laughs at him. She introduces herself as the wooden mother and claims she knows what
03:12Geppetto is hiding. The wooden mother says they're both trapped here but Pinocchio denies it, calling
03:17himself a real boy. This light causes his nose to grow. Then the wooden mother tells Pinocchio what
03:22he needs to become a real boy, skin, blood, teeth, and hair. He has to take them and wear them.
03:27All
03:28this is overheard by the cricket hiding in the shadows. Pinocchio thinks that the mother's idea
03:32is disgusting, so she moths him and dares him to prove he's a real boy. Then Pinocchio breaks the window
03:37and finally steps outside. He's amazed by nature and his reflection on the water. When James comes home,
03:42he finds Pinocchio looking at the picture of his old friends. James explains what best friends are
03:47and creates a super secret handshake with Pinocchio to officially make him his new best friend.
03:51Nech Pinocchio draws himself in the picture and James feels bad, so he agrees to take him to school
03:55if Pinocchio pretends to be a normal puppet. The next morning, James sneets into the basement and finds
04:00Pinocchio tied up and covered by a bedsheet. He immediately frees him and hides him in his bag. On his
04:05way out, he notices another puppet abandoned by the wall. After James leaves to pet her checks the
04:10basement and still sees Pinocchio under the sheet, but it's actually the extra puppet that James used
04:14to replace him. On the way to school, James lets Pinocchio look out the window. Trey gives them the
04:19finger when he sees them pass and Pinocchio raises his finger back while James explains that Trey often
04:24harasses him. At school, a little girl sees Pinocchio peek out of James' bag and freezes in shock.
04:29When it's time for gym class, James makes Pinocchio stay in his bag in the locker room.
04:33However Pinocchio waits until the way is clear and sneets out anyway. He enters the gym and
04:37stares at the adults exercising. A woman soon notices him and the horror causes her to fall
04:42on the treadmill. She breaks many bones before the treadmill throws her at the weights,
04:46which fall on the floor and make a guide trip. He's already been holding some weights that now
04:50cause his body to break in half. The other weights continue to fall one by one on the woman's face
04:54until she's dead. Pinocchio asks her not to tell anyone about them and does the special handshake with
04:58her twisted hand before leaving. Later James shows Pinocchio the workshop where he and Dudley keep
05:03his handmade toys. At that moment Trey, Logan, and their girlfriends find James and mock him for
05:08having a big doll. Then Trey takes the money from James' bag and he tries to stop him, but he's
05:12grabbed
05:13by Logan. The girls record everything while Trey points out that James' grandfather is rich,
05:17so James says this is why Mia dumped him. An offended Trey calls James a bigger loser than this dead
05:22friend,
05:22so James spits on his face. Furious, Trey destroys all the toys on the table and throws Pinocchio on
05:28the floor. He threatens to kill James if he ever tells an adult. At that moment Mia arrives and
05:32kicks all the older kids out. Then she comforts James, who wishes all those teens were dead and
05:37Pinocchio hears him. After class, James shows Pinocchio to Dudley and Mia. Once they've promised
05:42they'll keep the secret, James makes Pinocchio move and claims he's a robot. Before his friends can
05:47ask more questions, James leads for Dennis' appointment. At the office, Pinocchio watches in horror all the
05:52things the dentist owes to James' mouth and hears him complain about the pain. The dentist finishes
05:56the job by removing a tooth. On the trip home, Geppetto's driver hears James talk to Pinocchio
06:01and looks at the backseat. This distraction causes the car to crash into another vehicle and ends up
06:05overturned. Moments later James is unconscious in the hospital. Pinocchio is still in the bag and
06:10overhears the doctors say that the crash was caused by the same drunk driver who was behind other
06:14accidents. After the doctors leave to check on that man, Pinocchio reminds himself that he must protect
06:19his best friend so he leaves the room. In the corridor, he sees James' doctor and follows him
06:24by jumping on a stretcher. Then he enters a room and finds the drunk driver on a bed with a
06:28broken leg.
06:29The guy is awakened by a noise and notices Pinocchio pushing a tray behind the curtains.
06:33Suddenly Pinocchio gets on the bed and calls the man a bad person for what he did to James,
06:37so he starts ripping the skin off his face, splattering blood all over the place. Next he uses a
06:42scalpel to cut the guy's chest open and pulls out the organs one by one, saying he needs them to
06:46become a
06:46real boy. He even opens his own stomach to put them all away. After the driver finally dies,
06:51Pinocchio washes up and leaves the room. A man in the corridor is shot to see him so Pinocchio runs
06:56as fast as possible. When he reaches James' room he discovers that Geppetto has arrived,
07:00so James coughs to distract his grandfather and Pinocchio runs to hide back in the bag.
07:04Then the doctor tells James he can go home. On their way out, they see the driver's wife having a
07:09breakdown. Sometime waiter Mia and Dovely visit James. When Dovely tries to grab Pinocchio,
07:14he notices some liquid leaking out of him. Pinocchio tells him it's the blood of his organs
07:18that are making him real, so Dovely looks inside the puppet and is disgusted by what he sees.
07:22Then the kids take Pinocchio to the basement so Geppetto won't know he left.
07:26While the boys tie him up, Mia looks at all the creepy drawings and articles on the walls.
07:30Pinocchio doesn't want to be abandoned so he fights back and grabs Dovely by the face.
07:34James immediately stops him and promises to come back later. Behind a curtain,
07:38Mia finds some mysterious tape so she brings them out of the basement.
07:41James knows his grandfather has an old projector they can use.
07:45Geppetto sees the kids near the basement door and starts getting suspicious.
07:48Downstairs, Pinocchio pulls at the ropes until he manages to free himself.
07:52Then he visits the wood mother and tells her he's killed someone to protect James.
07:55As the cricket comes out to perch on Pinocchio's shoulder, the wood mother congratulates him for
08:00killing and tells him to murder every bad person to keep James safe.
08:03On his way out Pinocchio hears James' phone ringing in the bag and takes it.
08:06Moments later Geppetto leaves in his car to get some food,
08:09unaware that Pinocchio is hanging on the rear bumper.
08:11He doesn't let go until they're cast by the dentist's office.
08:14He wanders around the building when suddenly he feels the cricket coming out of his ear.
08:18The cricket explains that the wood mother sent him to keep Pinocchio on the right path
08:21and they agree to continue killing.
08:23Pinocchio sneaks into the dentist's office and the cricket points at a tray with teeth,
08:26saying that the dentist collects them.
08:28Then Pinocchio jumps on the poor woman and puts the sedative mask around her face.
08:32The dentist begins to struggle so the cricket throws some teeth on the floor to make her trip.
08:36When the woman wakes up, she's tied to the chair and her device keeps her mouth open.
08:40Pinocchio stabs Gerai with a needle and uses a tool to start breaking all her teeth.
08:44Then he puts them in his own mouth to have a human but bloody smile.
08:47Meanwhile the kids play the tapes.
08:49Geppetto appears on the recording saying he's confirmed that the soul survives after dying
08:52and can be hardest to cheat death.
08:54The first puppet prototype creepy groans on the screen, startling the kids.
08:58Another video shows a new puppet learning to walk after Geppetto kept it up with strings.
09:02In the next clip the doll can be heard begging for freedom.
09:05Geppetto says his subject was born evil and wants to escape because it wants to become human,
09:09so he has to get rid of it.
09:10He then proceeds to shoot the puppet.
09:12After assuring his friends that he didn't know about this,
09:15James puts on a tape from a few days ago.
09:17Geppetto explains that none of the souls he's inserted in the puppets have recovered memories
09:20of their previous life.
09:22He hopes that by exposing Pinocchio to James those memories will finally return.
09:26Fannicking, the kids run to the basement and discover that Pinocchio is gone.
09:29James realizes his phone is missing from his bag and asks Dovey to call it.
09:33Pinocchio immediately picks up and proudly shows them the dentist's body,
09:36saying he's going out for bad people.
09:38The kids try to ask him to stop,
09:40but Pinocchio mishears them and thinks they're saying kill more.
09:42By the time Geppetto comes back with pizza,
09:45the kids are already gone and he finally notices that Pinocchio has disappeared too.
09:48In the meantime Pinocchio arrives at Logan's house.
09:51The teenagers are hanging out in the swimming pool,
09:53but Amanda gets uncomfortable when Trey tries to get naughty in front of the others and leaves.
09:57Trey follows her out, which is seen by Pinocchio.
10:00In the pool, Georgia complains that the water is cold
10:03but Logan ignores her and turns the music up in his headphones.
10:06When Georgia is about to leave the pool,
10:08Pinocchio hits her face with a hammer and steps on her arm to break it.
10:11Georgia's destroyed mouth can only grunt and Logan can't hear her.
10:14Next Pinocchio gets in the pool, leaving his nose out like a shark's fin.
10:18He drags Georgia underwater and struggles to keep her there while the cricket drops a cable in the pool.
10:22The resulting electric shock instantly kills the poor girl.
10:25Logan is still listening to music, but when he finally opens his eyes he screams because he sees Pinocchio.
10:30The puppet reaches into his mouth to start pulling the tongue,
10:33however the cricket reminds him it's the eyes he needs.
10:35Pinocchio pulls again and this time he rips Logan's eyes out.
10:39Meanwhile the kids arrive at the dentist's office and Dovey throws up at the side of the woman's body.
10:43Mia wonders who will be the next victim and James realizes Pinocchio is going after everyone who hurt him.
10:48In Logan's house, Pinocchio enters the bathroom and finds Amanda showering.
10:51He stares at her naked body and thinks she cut off her member, not women's differences.
10:56When Amanda starts dressing up, the cricket attacks her by pulling her hair.
11:00Amanda panics and accidentally catch Pinocchio down.
11:02As she tries to leave the bathroom, she steps on the space and impales her foot on the pointy nose.
11:07This causes her to fall and hit her head on the sink.
11:09After kicking Pinocchio off, she runs out of the bathroom screening,
11:13but Pinocchio jumps on her as she runs down the corridor.
11:15Trey hears the screaming but doesn't understand what he see.
11:18Standing on her big chest, Pinocchio grabs Amanda's hair and jumps over the railing to tear off her scalp.
11:23He keeps saying that it belongs to him, so his nose grows a lot.
11:26Eventually Pinocchio falls on the floor and a scalp lands on his head.
11:30Trey recognizes him as James Doll and tries to run,
11:32but Pinocchio breaks his nose off and throws it to impale Trey's hand on the wall.
11:36Then he starts saying random lies to make his nose grow and breaks it again to stab Trey's other hand.
11:41He keeps lying as he inserts his new nose into Trey's nose, making it grow until it stabs his brain.
11:45In Mia's car, Dudley gets a call from Geppetto so he lets James answer.
11:50James tells his grandfather that they're hanging out at Mia's,
11:52but Geppetto hears Dudley and Mia arguing in the back and gets suspicious so James quickly hangs up.
11:57Meanwhile Pinocchio has put on all his victim's organs and flesh and looks at himself in the mirror,
12:01believing he's finally a real boy.
12:03After playing some music to celebrate, he puts on a bow and some makeup,
12:06then he has dinner at the table surrounded by the bodies.
12:09Suddenly Geppetto enters the house and finds Pinocchio controlling Amanda's body like a puppet.
12:13He uses her intestines as strings and is given her Trey's member.
12:17Geppetto immediately captures him and takes him away in his car,
12:19so the kids see him on the street when they arrive.
12:22James immediately tells Mia to follow him.
12:24In the house, Geppetto throws Pinocchio into the basement after removing all the gore and locks the door.
12:29Pinocchio accuses the Wood Mother of lying to him,
12:31but she says he didn't do things correctly and she should be in his place.
12:34A furious Pinocchio grabs a hammer and quickly smashes the cricket,
12:37then he hits the Wood Mother several times until the whole puppet is destroyed.
12:40Afterward Geppetto returns and takes Pinocchio to a hidden room with a huge tree
12:44and dozens of bodies attached to it.
12:46Geppetto explains that this tree absorbed these bodies' lifeblood, which penetrated its wood.
12:51Then Geppetto used the Wood to create the puppets.
12:53All the bodies were dug out of the cemetery by him and chopped to be inserted into the tree.
12:57At the back of the room, there's a shackled puppet and another one in a cage, all failed projects.
13:02Geppetto used to think Pinocchio was his first success, but he now decides he's a failure too.
13:06At that moment the kids arrive and overhear that Pinocchio has the soul of James' dead best friend.
13:11Geppetto gets ready to shoot a tied up Pinocchio, but at that moment he hears Dudley calling the
13:15police and follows him out. James and Mia approach Pinocchio to help him,
13:19but they're interrupted by Dudley screaming for help.
13:21Suddenly a gunshot hits Dudley's eye and the boy insults Geppetto before another shot blows up his head.
13:26Mia and James untie Pinocchio before running to the tree room to hide.
13:30As Mia locks the door, James realizes this is the tree that he's seen on the roof.
13:33Then Geppetto starts destroying the door with an axe, so Mia rushes to hide under a table and
13:38Pinocchio among the tree bodies. James cries as he calls his grandfather out for killing Dudley,
13:43but Geppetto assures him he can bring him back. Since James still calls him a monster,
13:47Geppetto freaks out and inserts his arm through the hole to try to open the door. James rushes to
13:51stop him but Geppetto is stronger and pushes the door open, knocking the boy out. Then Geppetto looks for
13:56Mia under the table, but it's empty. She's actually behind the curtains and comes out to attack him with a
14:01hammer, but Geppetto easily blocks her and throws water to distract her. When he tries to hit her
14:05with the axe, she dodges and a tree body loses its head instead. When James wakes up, he sees
14:10Geppetto grab Mia and start to beat her up. He brings her down and drags her on the floor by
14:14the hair before he gets ready to kill her, however James stabs his shoulder with the axe.
14:18While the kids step away, Pinocchio finds a gun and announces he doesn't want to be James anymore,
14:23he wants to be himself. Geppetto yells that he's nothing without him, so Pinocchio opens fire.
14:27The shot misses Geppetto and opens the cage instead, so the failed puppet stabs Geppetto
14:32with its nose. Then it drags him into the cage to tear his body apart. The cage's electronic watch
14:37starts and starts a fire, so the crazy puppet begins to slowly burn down. Minutes later,
14:42Pinocchio and the kids are outside watching the house burn. Pinocchio asks James if they're still
14:46friends and James says they are. Next he asks if he's bad, so Mia explains he was tricked and he
14:51can
14:51change. Hearing sirens approaching the kids walk away to meet the authorities. Pinocchio says goodbye to the
14:56house and claims he didn't enjoy killing people, but his nose froze. In the basement,
15:00the woodmother burns down too, however the cricket survives. He connects Geppetto's body to the tree,
15:05calling him his master.