At the beginning of the film, Jiminy Cricket tells a story about how the Shell Lodge Squad helped a wish-come-true get HIS wish come true. It was a long time ago, when Spyro and Cynder and their band of misfits visit Jiminy's old friend, Gepetto. They watch as Gepetto makes himself a marionette puppet he names Pinocchio. The Shell Lodge comments about the puppet seeming pretty charming, and they give it a test run. Before falling asleep, The Lodge watches Gepetto wishing upon a star that Pinocchio could be a real boy. Squidward argues that magic doesn't exist, but is proved wrong when the star, in the form of a Blue Fairy, arrives and grants Gepetto's wish. She uses her magic to animate Pinocchio, bringing him to life. The Shell Lodge and Jiminy are astounded at what happened, and they greet the puppet. The fairy tells Pinocchio that he has to prove himself brave, honest, and unselfish if he wants to become a real boy of flesh and blood. So, Jiminy offers to be Pinocchio's conscience, and the fairy accepts.
The Shell Lodge awakens Gepetto, and suprise him with the fairy's wish. Gepetto asks how they did it, but Skipper tells him that that is classified. Meanwhile, the Villain League has discovered the presence of light magic and finds it to be Pinocchio. But it has also been discovered by the Fang Empire, and even Team Nefarious. The 3 units fight each other on who gets Pinocchio first until Fagin breaks it up. He decrees that if all 3 really want the puppet, then they should probably compete. He says that they should each form their own plans, and the one who manages to accomplish the job would win the puppet fair and square. The 3 units agree, and devise their own plans. Team Nefarious hires Zigzag and Stromboli to convince the puppet to join a puppet show. While the Villain League and the Fang Empire have the same idea: lure the puppet to a paradise island called Pleasure Island, which has been cursed by Darkspawn to turn innocent children into donkey slaves for the Villain League. They argue on who takes it until Fagin decides that they work together on it, and both would split the donkified children 50/50. Even after they are against this idea, they accept.
The next day, Pinocchio is on his way to school while being guarded by the Shell Lodge after Spyro sees a vision where Pinocchio gets turned into a donkey slave for the Fang Empire, and also sees Team Nefarious, and the Villain League involved. Cynder wonders why the 3 units would want to team up even though they hate each other. They wonder how it would be possible until they come up against 2 con artists named Honest John and Gideon, who offer Pinocchio to become a puppet show star for their boss, Stromboli. Spyro senses darkness in the con artists, and tries to convince Pinocchio not to accept. But Pinocchio persists, and comes with them. The Shell Lodge tries multiple times to stop him, but Dr. Doofensmirtz, Zurg, Zigzag, and Lawrence stop their every move. And so, Pinocchio is successfully lured into Team Nefarious' grasp, and is made a star. But when Pinocchio tries to leave, Lawrence disables him, and puts him in a birdcage. The Shell Lodge finds him, and Spyro summons the Blue Fairy. She wonders what's going on, and the Shell Lodge decides to let Pinocchio tell her himself. Lies were useless, as his nose grew every time. So he had no choice but to admit it. He vows to do better next time, and the Fairy and Lodgers free him. The Fairy warns him that she won't be helping him anymore, and that she'll leave it to Jiminy and the Lodge to protect him. He is told to listen to the Lodge at all times. And so, the Lodge is told to keep their eyes on Pinocchio and that nothing should happen to him. Spyro was hoping that this had something to do with his vision, but it didn't, which tells him that it hasn't happened yet. So they accept the Fairy's offer.
Meanwhile, Team Nefarious is kicked off the bet after their failure, and the villains switch to Plan B. They get Honest John and Gideon to lure the gang to Pleasure Island where the Villain League and the Fang Empire would do the rest. On the way home, Spyro has another vision. He sees the Lodge, Pinocchio, and Jiminy underwater being swallowed by an unknown sea monster. Spyro couldn't make heads or tails with it, but he claims that it looked like a predatory sperm whale. The Lodge doesn't believe this, and claims that whales were harmless. Spyro agrees with this, and they soon encounter Honest John and Gideon again. The Lodge moves into attack positions, and back Pinocchio away from them. The duo lie that they heard abut their boss treating Pinocchio like a bird, and quit their jobs to tell him something important. They say that he is sick, and the only cure is at Pleasure Island. Every Lodger except Spyro and Cynder is fooled by the duo's words. The 2 dragons find 'Pleasure Island' familiar, but can't put their fingers on it. So they come with them to Pleasure Island to see what it's like. They make it, and they're puzzled by the innocent looking park. However they fail to notice Fagin as one of the bartenders of the park. He is also accompanied by Emperor Fang, and a renowned Villain Leaguer named The Coachman, the owner and founder of Pleasure Island.
The Shell Lodge and Jiminy overhear Fagin and Emperor Fang talking to Coachman about splitting the donkey slaves 50/50. The Coachman refuses this offer because he feels that all profits towards the donkey sales belong to him alone, but he is forced to accept when Fagin wounds him. Spyro and Cynder then remember about Pleasure Island being cursed by Darkspawns, and Spyro realizes that this was his first vision, and attempts to warn Pinocchio. They manage to warn him until he grows a donkey's ears and tail. The gang starts to retreat. However, Fagin spots them, and swoops down for an attack. But Agumon fireballs Fagin in the sky, and into the ocean. The Lodge retreats into the ocean and swim towards mainland. Meanwhile, Fagin finds himself floating on water. He panics, but doesn't move. he says "C'mon, Fagin, keep your cool, it's just water. Just don't move, and everything will be fine. There's nothing to be afraid of. There's no--", then he gets swallowed by a monster.
Pinocchio, Jiminy, and The Lodge make it to mainland, and finally make it back home. Only to find the place empty. They wonder what happened until the Blue Fairy gives them a message. They read it, and find out that Gepetto went out to sea to search for Pinocchio until he was swallowed by a whale named Monstro. Spyro realizes that this was his second vision, and taunts the Lodgers that he was right about it being a whale. Determined to save his father, Pinocchio heads back for the ocean with the Lodge tagging along. Merlin gives the Lodgers the ability to breathe underwater again, and they jump. They reach the sea floor, and they meet up with Squidward, Mr. Krabs, and Sandy (cameos only). The Lodge asks them if they know where Monstro is, and they agree to help them, despite their concern about Monstro's powerful bloat. They lead the gang through the underwater jungle right into Monstro's territory. When they get closer, the trio wishes them luck for that was as far as they could go. With the SpongeBob trio gone, the Lodgers find Monstro sound asleep. They fail to be quiet, and Monstro sees them, and swallows them all.
The Lodge wakes up inside Monstro, and run into Fagin, Sora, Donald, and Goofy. Fagin offers to take them to Gepetto. As the Lodge is on their way, Gepetto finds Pinocchio. Later, The Lodge finds Gepetto, and they soon realize that Pinocchio went off missing. They find him with Riku. Riku runs off with Pinocchio, and the Lodge follows him. Riku meets up with Fagin, who is amazed about his hate of Sora. The Lodge finds Riku, and they talk until they hear Pinocchio in danger. They enter Monstro's Bowels, and they see Fagin imprisoning Pinocchio in the Parasite Cage. The Lodge defeats it, and it spits Pinocchio out. Riku takes Pinocchio away after he loses his heart to Fagin, and the Lodge follows him. Sora is concerned about why Riku would just join the dark side again after he redeemed himself, so they follow him down the esophagus, and into the stomach. When they find him, they find out from Fagin that this is not the real Riku, but rather Repliku, who was revived by Fagin to deceive the Shell Louge Squad while he set out to steal Pinocchio's heart as part of the three-way alliance. But no sooner does Fagin and Repliku reveal this when Pinocchio gains his heart back. Enraged, Fagin summons the Parasite Cage, which had grown in size. The Lodge defeats the Parasite Cage, but Fagin and Repliku escape out of Monstro's mouth.
Later, Pinocchio makes everyone burn wood to make Monstro sneeze. The plan works, and Monstro is enraged, and chases them. Monstro has proven to be too tough for the Lodge to handle, so they are forced to take evasive action. Pinocchio seeks a cave where they can get Gepetto to safety. But with Monstro coming in hot and fast, the Lodge is forced to use teamwork to get there in time. They manage to make it, and Monstro rams into the cave to his death. The Lodge celebrate their victory, but soon realize that Pinocchio has died a hero.
They make it back home with Pinocchio's lifeless body. They plan his funeral until Spyro senses the Blue Fairy nearby. The fairy tells Spyro that Pinocchio has proven himself very brave, honest, and daring. And he had not only proved that, but the Olympian Gods had their jaws dropped after sensing Pinocchio's true heroism. So as promised, he is reborn as a real boy. And Jiminy is awarded a medal for being a true conscience by the Blue Fairy. The fairy even thanks the Lodge for giving him guidance, something Sitka would be proud of. For helping Pinocchio fulfill his destiny, the Shell Lodge Squad is made official UUniverse Special Agents.
Quotes that may be used
Inside of Monstro Sequence
- Spyro: (Lodgers wake up) Where are we?
- Icky: I have no idea, but I'm guessing we're either in a nuclear wasteland, or probably inside a Sarlacc pit.
- Skipper: Kowalski? Analysis.
- Kowalski: (Examines where they are) Skipper, If my calculations are correct, MONSTRO HAS SWALLOWED US!
- Rico: (Does funny digestion gag)
- Shrek: You've gotta be kidding me.
- Fagin: Aw, c'mon!
- Po: Who said that?
- Fagin: Over here, bird-brains!
- Max: (Gasps) It's Fagin!
- Shenzi: You are so going to pay for what you did to Pinocchio!
- Banzai: How dare you bring him to that cursed island to make him a jack*** slave! Drug and alcohol use is the worst crime in the history of the United Universes!
- Puss in Boots: Now loyal servant of the villain leage. Pray for mercy from (makes his trademark p with his sword) Puss....in Boots!
- Mad Hatter: Well now, we'll see how you like it! Say hello to my long-lost friend, Senior Vodka Tea! BWAHAHAHAHAHAHA!
- Skipper: (Slaps Mad Hatter) Hatter, we agreed not to bring alcohol on our adventures, didn't we?
- Donkey: Yeah, that booze stuff is stright up nasty!
- Mad Hatter: I have no idea what you're talking about!
- Fagin: Relax, you misfits! I know what you're looking for. You must be looking for that Gepetto guy I hooked up with.
- Hyenas: Huh?
- Banzai: You know where he is?
- Fagin: Of course. If you want me to take you to him, I can.
- Cynder: This better not be some kind of trick! If it is, we're gonna throw you into Monstro's stomach acid!
- Fagin: Wow. I knew you were once the Villain League's empress, but that's pretty dark, even for you, your former majesty.
- Icky: (Dubbed as Timon) He has a point.
- Donkey: Say what!
- Cynder: Okay, then we'll just dip his head in the acid, and look at his puked-up face! How does THAT sound?
- Puss: Hey Cynder, I got a better idea. Let's pluck this bird and roast him with stuffing and gravy.
- Shenzi: That's something I'd actually like to see.
- Icky: Then we're agreed!
- Shrek: All right everybody lets find Ghepetto and get out of this whale.
Searching for Ghepetto under the Sea Sequence
- Spyro: (While he, Pinocchio, Jiminy, and the Lodge are in the ocean looking for Monstro, dubbed as Manny) HOW BIG IS THIS OCEAN?!?
- Banzai: Keep it down, dude. This is supposed to be a stealthy search, remember?
- Spyro: Oh, right. Monstro could be anywhere around here--(Fishes around them scatter as a Tom scream is heard)...Geez!
- Donald: What the heck just happened?
- Banzai: Hmm...I wonder...Mosntro! (The fishes scatter again) Yup, they're scared.
- Spyro:...Anyway, everybody stay together. If this place is as big as Pinocchio described it, then we could get lost. Or we could probably get consumed by some underwater predatory plant or something.
- Sparx: Oh, please! There is no such underwater carnivorous plant species known to--(Gets eaten by weird plant creature) Alright, lemme out of here, you overgrown fungus!
- Lord Shen: Oh, great! Now we have to deal with this thing. I know just what to do. (Gets out cannon)
- Private: Uh, Lord Shen? I don't think your cannons are useful underwater.
- Lord Shen: Hmm, you're probably right.
- Puss: (Draws his sword) I will slice and dice this plant and make a salad out of him.
- Sparx (inside the plant creature): Just be gentle with me Puss and make it fast. My wings are getting moldy.
- Kowalski: Hey, where's Jiminy?
- Skipper: He's right there, about to talk to that clam.
- Kowalski: Oh, brother!
- Jiminy: Uh, excuse me? But are you acquainted with Monstro the Whale? (Clam shuts on him)
- Clam: ("HELL NO, COUNT ME OUT, TINY!!!")
- Girl Sora (Mermaid Form): Boy, these sea creatures think Monstro isn't very friendly.
- Shenzi: Well, obviously!
Confronting Fagin Sequence
- Skipper: You fiend! You tricked us!
- Pinocchio: (Trapped in Parasite Cage) Guys, a little help?
- Spyro: Just hold on, Pinoc. We'll get you outta there somehow! Just don't panic!
- Pinocchio: I'm not a chicken! (Nose grows) Aw, for crying out loud!
- Cynder: We'll stop you, Fagin!
- Shrek: Allright birdy, you are seriously messing with the wrong ogre right now!
- Fagin: Sorry, your majesty, but I've already won. (dubbed as Riku) How about it Spyro, forsake your foolish brotherly relationship with Kairi and join forces with me. We can become a greater force the leage has ever seen.
- Sora draws out his keyblade will Spyro gets in a kung fu pose.
- Fagin: (Dubbed as Riku) What? You rather fight me over a puppet that has no heart?
- Sora: Heart or no Heart. At least he still has a Conscience.
- Fagin: A Conscience.
- Spyro: (dubbed as Sora) You may not hear it but right now its loud and clear. It's telling me that your still a bad guy!
- Fagin: (Dubbed as Riku) Then you leave me no choice. (Dubbed as Carter Pewterschimdt as Emperor Palpatine) If you will not be turned, you will be destroyed!
- Sora: Ok guys, lets get Pinocchio out of there, we'll deal with Fagin later.
- Spyro: Alright, Let's move!
- Puss: (Draws sword): En Guard!
- Icky: (Dubbed as Stewie as Vader) Oh, now you done it.
The Aftermath Sequence
- Shenzi: (After Sora gets Pinocchio out of Parasite Cage) Hey, there he goes, there he goes!
- Fagin (flying out of Monstro): You may have one this time lougers but I'll be back again and this time I wont be alone! (laughs)
- Puss: Come back and fight you coward!
- Spyro: After him! (Aerial members try going after him, but Monstro suddenly shuts his mouth)
- Iago: Darn it!
- Cynder: Never mind him, Iago. What's important is that Pinocchio is safe.
- Shenzi: Alright. Well, anyone got any ideas on how to get out of this whale of a stomach?
Morning Pinocchio Sequence
- Iago: I can't believe it! He gave his life to save us all.
- Lord Shen: Indeed. Who would've thought he could actually pull that off.
- Phil: Well, at least I know one thing. He is a true hero like Hercules. Sure they both had problems, but you get the point.
- Donkey: Im not gonna cry.
- Puss: Do I really have to hurt you again, crazy burro?
- Cynder: Well, I think it's safe to say that the Shell Lodge Squad has triumphed once again. Aside from our 3 enemy units working together like that.
- Sparx: Yeah, yeah, but can we at least get the funeral over with? Who'd like to go first?...Spyro?
- Spyro: Sure...Pinocchio was an honest puppet. He was very naive and stubborn at times, but he was a courageous young boy...well, puppet. He looked death in the eye, and he sacrificed himself to save his father. He...he...(sobs)
- Shrek (holding a tissue): Here.
- Spyro: (still Sobbing) Thanks Shrek. (Blows)
- Icky: Ew.
- Shrek: (holding spyro's snot covered tissue) Ah thats great.
- Spyro: Ok, Im better now.
- Skipper: A moment of scilence to honor our fallen.
Infiltrating Pleasure Island Sequence
The Pool House Sequence
The Shocking Truth About Pleasure Island Sequence