Scamboli is making a technology city called "Scamboville", to get rid of nature. He also hates children except for his beloved daughter, Marlene. Marlene has a problem about there being no space for children to have fun. So, Scamboli is going to make a theme park called "Scamboland" later on Scamboli seizes control of the city mains to light up his theme park for the Grand Opening. So, Geppetto has no choice but to steal his electricity. Suddenly, Scamboland has a power cut and the children leave later on with after his minions convince Pinocchio to come with them and with the true opening of Scamboland, he makes Pinocchio into an attraction, but when Geppetto gets word of this, he tries to convince him to come home. While Pinocchio performs at a concert, Scamboli kidnaps Geppetto. Afterward, all the children board a roller coaster ride called "A Whale of a Change", which transforms all of them into "Scambobots". and turns Geppeto into a Scambobot to kill Pinocchio After Spencer blinds Scamboli's with his camera and steals the remote that controls Geppeto and the other Scanbobots, Pinocchio and Spencer hide out in the "Tunnel of Danger" ride, where Scamboli manages to trap them. Marlene arrives and helps Pinoccchio to avoid the tunnel's many dangers. However, Scamboli incapacitates Marlene, so he can kill Pinocchio with a laser gun. Pinocchio uses the medal to shield himself from the laser, causing the beam to reflect back at Scamboli and destroy his weapon. Meanwhile, Cabby accidentally gave Geppetto the remote that controls all Scambobots, getting them fired. Geppetto then commands the robots to get Scamboli.Scamboli attempts to escape in Cabby's shuttle, but is caught by a Scambocop. It tosses Scamboli inside a shuttle and flies down to the Whale ride. Pinocchio, Geppetto, Marlene and Spencer go to turn the robots back into children. Soon it's Geppetto's turn, but Scamboli presses a button to stop the machines. Pinocchio goes inside the whale and tries to fix it. Pinocchio finds the out- of- reach button, so he begins to tell a lie about his personality . Once he reached it, Scamboli was caught on the cart. Suddenly, Scamboli gets turned into a robot and appears and Marlene was shocked about what happens to him.