when I read this story name Fairy Tales Spider made by Lumberjanes05, I don't own Disney or Spider-Man

Enjoy the story

"Ahhhh!! " Spider-Man was screaming through the tunnels of where he is heading now, he doesn't know how to use this device properly to find Green Goblin and evil queen "Dammit! How to work this thing!" Peter will then press the numbers which he only put 1940 was his first choice when set up the year he's heading in that tunnel change directions when see a light coming closer to him

When entering into the light he was flying down from the sky he screamed in half fall that he pulled his right hand out when shooting a web to the side where it appears to be a bell tower he landed on the rooftop to take a good few "Alright now where am I?" He will look down on seeing a bunch of little children who sound very cheerful and happily leave home to school waving their parent's goodbyes.

Tuscan Village, Italy

"Hmmm it does seem peaceful… " he will then look at himself in his suit and realize "Man I need a change because I don't want people freaking out seeing me in my suit… I need some clothes… " he check any of stores to see if there are clothes for him to wear, but all he see was hanging clothes but they were dry already, he knows it's wrong to took something doesn't belong to but he need it to keep low profile

Grabbing a white shirt and blacks especially a brown coat to put, he founds a sewed bag to carried on his bag and place his suit inside the bag, he walks out from tunnel and looks around of lovely people

As dozens of kids rush for school, a fox, Honest John, and his cat sidekick, Gideon, shuffle down the street.

"Gideon, listen... the merry laughter of little, innocent children wending their way to school. Thirsty little minds rushing to the fountain of knowledge. School... a noble institution. What would this stupid world be without…" Peter stops his tracks when walking past them, shocked to see tall figures were a talking fox and a mute cat, The talking fox sees a poster of Stromboli with his puppets "Well, well, well! Stromboli! So that old rascal's back in town, eh? Remember, Giddy, the time I tied strings on you and passed you off as a puppet? We nearly put one over on that old gypsy that time." The fox let out a laughter this made mute cst smile of bashfully of that lovely memory

"Wait… if those two are Honest John and Gideon… then this means I'm in…" Peter stops whispering when he spots a little child made out of wood, a fringe of thick jet-black hair adorned with a yellow hat with a red feather under a blue band wrapped around it. Like most animated characters in the day, he has four-fingered hands with white gloves. He wears bright red cotton fabric short overalls with yellow buttons and gold and light blue details at the sides over a light yellow shirt with a white collar. He also has a black vest with gold lining, big blue bow tie, and brown wooden shoes. The wooden kid was named was Pinocchio who was skipping happily of heading to school

They see Pinocchio pass by. "A little wooden boy. Now, who- Reality hits Honest John of what he just saw was unbelievable "A WOODEN BOY!" He and Gideon rush over behind a wall to watch Pinocchio as he leaves "Look, Giddy. Look." Honest John pointed to the slender marionette who is minding his own business "It's amazing! A live puppet without strings. A thing like that ought to be worth a fortune to someone. Now, let me see…"He will over to poster thst got him idea where to get money from "That's it... Stromboli! Why, that fat, old faker would give his-- Listen! If we play our cards right, we'll be on Easy Street, or my name isn't Honest John. Quick! We'll head him off."

Peter will just listen to what that mischievous fox is planning on doing to that poor child, When Honest John and Gideon start to following where little boy is going, Peter got worried so he came along of watching the scene of what's going happen even he saw a funny part when Gideon was holding flower pot to catch up with Pinocchio but he was pulled away by Honest John cane breaking flower pot

"Shh! Now's our–" Honest John was about to get ready but he saw his partner was going tl hit the kid with mallet

"No, no, stupid."

Honest John took away mullat from his partner's hands

"Don't be crude." He hits Gideon on the head with a mallet costing cat to hiccup "Let me handle this. Here he comes."Honest John will then pretend he and partner were just chatting that his rigbt hand holding his cane "Yes, Giddy, as I was saying to the duchess only yesterday…" When placing a cane blocking Pinocchio path costing wooden boy to fall on his face made him drop his ABC and apple

"Oh! Oh, how clumsy of me! Oh, my, my, my, my." Honest let out a gasp of horror of seeing a puppet on the floor trying to clean dust off, fixing his hat and bow tie in an awful way "Oh, I'm terribly sorry. Oh, I do hope you're not injured."

"I'm all right." Pinocchio spoken to stranger fox not even notice Gideon reaches his hands into Pinocchio's back pocket

"Ah, splendid!"Honest John justhits Gideon on the head made cat a bit dizzy ringing in his head

"Well, well." Honest John just took a bite out of Pinocchio apple and looked in his book "Quite a scholar, I see. Look Giddy, a man of letters." The fox show his partner ABC upside and pull away made his partner blink few times

"Here's your book." Handling back the book to Pinocchio

"I'm going to school." Pinocchio was cut off by Honest John paw grab on shoulder

"School! Ah, yes. Then you haven't heard of the easy road to success."

"Uh-uh." Wooden child just shook his head of never heard of it

"No? I'm speaking my boy, of the theatre!" Honest John looks away from what he just heard that he placed a bitten off apple on Pinocchio palm. "Here's your apple."

"You dick… Peter whisper quietly of watching closely of where they are about to do

"Bright lights, music, applause! Fame!"

"Fame?" Wooden Child asked

"Yes? And with that personality, that profile, that physique… why! He's a natural born actor, eh Giddy? Honest John asked when his partner Gideon nods happily

"But I'm going–" Pinocchio couldn't leave when Homest John cane pull him away

"Straight to the top. Why, I can see your name in lights, lights six feet high. Uh, what is your name?"

"Pinocchio."

"Pinocchio! P-I-N-U-O- uh, ha-ha, we're wasting precious time. Come on to the theatre!" Homest John just then begin a song and Gideon had his own cane as a flute

"Hi-diddle-dee-dee and actor's life for me a high silk hat and silver cane a watch of gold with a diamond chain. Hi-diddle-dee-dee and actor's life is gay."

Peter eyes widen when seeing them leaving with child along who doesn't realize that he's been kidnapped

"It's great to be a celebrity an actor's life for me. Hi-diddle-dee-dum and actor's life is fun."

Peter will act quick when he climb to the wall to rooftop and runs and jumps to houses roofs to catch up to them

Cuts back to cricket who was running pretty fast even struggled when putting his coat and top hat on

"Whew! Fine conscience I turned out to be! Late the first day! Oh well, he can't get in much trouble between here and school."

Jiminy Cricket just stops to wait for three people go first to walk

"Ta dum diddle dee dum ti dee un dee dumm…"

"Oh boy, a parade" Jiminiy Cricket just give a happily pose as a parade performer by lifting his top hat and moving his legs to march

"Hi-diddle-dee-dee and actor's life for me." When Pinocchio was heard of singing that song that stop Jiminy Cricket of walking out and he will turn his head around to respond

"Huh?"

"a wax mustache and a beaver coat a pony cart and a billy goat." Honest John singing along when Pinocchio was walking very happy with him and Gideon

"Why it's… it's Pinoke! Hey where you going?" Jiminiy Cricket just rush over to after them

"Hi-diddle-dee-dee and actor's life is fun you wear your hair in a pompadour."

"Wait!" Jiminy Cricket was over to the orb stature to the ground so he can be in front of them

Honest John: you ride around in a coach and four you stop and buy out a candy store.

"Halt!" Jiminiy has his hands up to stop their parader but instead they pass right through without even notice him because of how small he is

"an actor's life for me!"

"Hold on there! Pinoke!" Pinocchio conscience just hops a few times and then do his double jump to side of Honest John tail and he hopping to the top of the hat

"Hi-diddle-dee-dee and actor's life for me"

"with clothes that come" Honest John moving his head too much due of singling along costing his top hat to move too much Jiminy was struggling to stay his balance

"Pinoke!Hey!" Jiminy was holding onto fox's top hat

"from the finest shop"

Jiminy just let out a loud whistle to see if it got Honest John attention which it did

"and lots of peanuts and soda pop"

During his singing ended of unknown whistle to take attention to the fox. "What was that?"

"Oh it's Jiminy! What are you doin' up there?" Pinocchio was surprised of seeing his conscience had arrived, Honest John will look up but couldn't see Jiminy anywhere

"Uh? who? what? Jiminy? up where?"

When lifting his head up Jiminy Cricket clanging to the hat and he saw Gideon in front of him and place his fingers and said "Shh."

"But my boy you must be seeing things" Gideon just playfully place his own finger to his lips to shut his mouth

"Oh no, that's my conscience." Gideon open his eyes in reality of realize there was talking cricket on Honest John hat so he pull out mallet inside his shirt

"He-"

"Now, now, now, just calm down. Why there's nothing up there to be afraid of." Honest John approach wooden boy very carefully with calm voice which there was a red flag there

A shadow was on Honest John hat, that made Jiminy turn his head when seeing Gideon about to smash him like actually bug but Jiminy hop away pretty face made mute cat missed and hit fox over

The angry just let out a angry muffled struggling to pull the top hat off of him, this made Gideon pretty scared of his mistake so he just give Pinocchio the mallet to take the blame

Jiminy Cricket whistle was heard again but this time he was hiding on a flower "Shh, Pinoke" he move his hand to follow his voice "over here. over here."

"Oh Jiminy, I'm gonna be an actor."

When Peter finally made it still in rooftop and lower his body so he can watch closely of seeing Pinocchio just talking to a flower pretty off

"All right son, take it easy now. Remember, what I said about temptation?" Jiminiy asked Pinocchio

"Aha?"

"Well, that's him." Jiminy using his umbrella with gold handle to point over to that fox who still struggled to pull his top hat off of his face and Gideon was too afraid to approach the angry fox

"Oh no Jiminy, that's Mr. Honest John!" Pinocchio answered very happily

"Honest John?" Jiminiy was surprised that it was fox actual name

Gideon will slowly approach the angry fox who has his top hat on his face, he opens the top hat like a lid "GET ME OUTTA HERE!" Honest John barked in anger made like a guest of wind to Gideon who just felt very scared not knowing what to do of getting his partner unstuck, his smiles came back when seeing the cane and place it on, gotten into its position to lift the mallet with a big swing to launch the angry fox out form his top hat, sliding backwards to a tree and flaps into a pond "Oooh!" His clothes now soaking wet and has a seaweed in his face, When those two trouble were busy unknown web grab the mallet so they won't use it again if they are trying to harm Pinocchio

From getting out of the pond, Honest John saw that the mallet was missing " Huh? Where in the devil is it?" He look around even Gideon trying to searching it but no use " forgot it, just get the wooden boy"

Back to Pinocchio who is still listening to Jiminy Cricket in the flower "All right then. Here's what we'll tell'em. You can't go to the theatre. Say "thank you just the same" You're sorry but you've got to go to school." Jiminy instructed the wooden child what he should do

"Mm-hmm."

"Pinocchio? Oh Pinocchio! Woo-hoo." Honest John calling out to Pinocchio in high pitch voice drying his body up and Gideon was behind him

"Here they come. Now you tell 'em." Jiminiy just hides lower his head down to hide in the flower

"Woo-hoo! Oh little boy!" Honest John turn his head and pointed his cane to Pinocchio. "Ah! There you are! Where were we? Ah yes… on to the theatre!"

Pinocchio smiles happily not realize of what he forgot when listen to Jiminy and goes back marching with Honest John and Gideon

"Goodbye Jiminy. Goodbye!" Pinocchio waves bye to his conscience so he can go with his new friends

"Goodbye? Huh?" Jiminy eyes widened from what he just heard and didn't want Pinocchio to say to his new friends "Goodbye?!" He place his hand on his face

"Hi diddle-dee-dee an actor's life for me" Honest John continues with singing and Gideon playing his cane flute

"Hey, Pinoke, you can't go!" Jiminy gets out from flower to try catch up to them but they were walking pretty fast and far

"high silk hat and a silver cane a watch of gold with a diamond chain"

"Hi-diddle-dee-dee

and actor's life for me

it's great to be a celebrity

an actor's life for me"

"What'll I do? I'll run and tell his father." Jiminy was about to head to directions of Geppetto home is but he was stop by a red boot

"Woah woah Woah what do you think you're doing?" Peter just wear his red boots because there were no shoes in alleys, he goes down on his one knee

Ahhh! Pleaee don't squash me!" Jiminiy falls to the floor dropping his umbrella and his top hat fell over

" Hey hey I'm not going to hurt you.. just want to help you save that kid but you can't just tell his dad on him just because he didn't go to school and is an actor.."

"But how can I warn his father that his son is in danger I must save Pinocchio especially his terrible mistake"

"Well we can just run after them to get the wooden kid back with his dad… I don't want the kid to be in trouble just because his conscience snitched on him for not going to school… So what do you say?" Peter asked when he place hand tot eh ground so Jiminy can jump in

"Well… You're right that it can be snitching… I guess we'll go after him ourselves" Jiminy totally agreed of what this young man is saying when climbing on his hand then was placed on Peter shoulder

Peter made a few jumps directly to roof and just begin to swings up to following up paths Honest John and Gideon taken with wooden boy

Jiminy will be very surprised of seeing of the young man has this amazing moves no human can do

"Woah! How are you doing there, young man?! It's incredible of seeing how could shot rope out of your hands" Jiminy speaks up just in case if Peter couldn't hear him

"Oh that's simple! I can shoot webs like a spider! Names Peter by the way, Peter Parker" Peter introduced while focusing on the directions

"Oh Cricket the name, Jiminy Cricket" He introduced himself when Spider-Man was swing off after them and save Pinocchio

Fades to Stromboli's marionette show, crowd of people were standing to see the show, and the fat guy who is bald about to presents his new star

"Ladies and gentlemen, to conclude the performance of this great show Stromboli, the master showman, that's a-me. And by special permission of the management, that's a-me too, is presenting to you something you will absolutely refuse to believe!" He was speaking in Italian

Peter finally made it even though it's already dark, as for Jiminy Cricket who hops to lamp pose and swats away moths from the lamp he's sitting on "Well, looks like a sellout."

"Do you see the kid?" Peter asked when looking up at Jiminy

"Uhhh nope not yet Mr. Parker"

"Introducing the only marionette-a can a-sing and a-dance absolutely without the aids of a-strings"Stromboli announces but stop when he tell himself "I hope-a so." He turns back to the audience "The one… and only…Pinocchio!" He presents when getting off the stage to musician band while audiences let out a applause

"Hmmph! What a buildup." Jiminy replied with a glare at Stromboli and Peter did the same knowing the fat guy is up to no good

"Yeah the tubby guy seems like eating too much spaghetti Hehehehe" Peter joked about Stromboli over weight

Stromboli was even conductor when waving his baton to music that one trumpet sounded

The curtains opened with four puppet soldiers pulling their horns to blow it and then lift them up, stage light focusing on Pinocchio at the top of a stair.

Pinocchio who seem very happy of seeing audience and hearing lovely clarinet "I've got no strings to hold me dow- " he was about to walked but falls by the steps his nose got stuck on plat board and everybody laughs

Jiminy Cricket responds angrily at Pinocchio who didn't hear his conscience "Go ahead… make a fool of yourself! Then maybe you'll listen to your conscience"

"Take an easy man… he's just a kid… he didn't know what he's doing was wrong…" Peter said of his opinion of watching Pinocchio perform

Stromboli angrily yells in Italian gibberish, he smacks Pinocchio's head that got his nose out from the platform, he lifts the little wooden boy up in anger but comes to his senses of seeing so many people laughing that it seems they enjoy the comedy act. "Cute kid. Heh-heh-heh." He pretended to be nice when putting Pinocchio down so he continue with his act

"I've got no strings

To hold me down

to make me free, or make me frown"

Jiminy just glare shaking his head and turning away of it watching his performance, Peter on other hand was watching it, he was impressed that wooden child that came to life in yesterday and knowing how to sing a lovely melody

"I had strings

but now I'm free

there no are strings on me"

"Hi ho the me-rri-o

that's the only way to be"

Pinocchio spinning his body happily when dancing with glee

"I want the world to know

nothing ever worries me"

The audience was laughing of this amazing song and Pinocchio dancing

"What I told you, huh? Ha-ha-ha!" Stromboli smirked and let out a laugh to his worker

"I've got no strings

so I have fun

I'm not tied up to anyone

they've got strings

but you can see

there are no strings on me"

Pinocchio jumps happily when moving his legs that people were clapping happily of his act, all the sudden a stage background change into germany

"You have no strings

your arms is free

to love me by the Zuider Zee"

Dutch Puppet appears that she looks up at Pinocchio when singing her song

"Ya, ya, ya

if you would woo

I'd bust my strings for you"

When lifting up and then comes back with other Dutch puppets dancing happily around Pinocchio

Background stage change to Paris and then French Puppet wearing a red dress appear for her song

"You've got no strings Comme çi comme ça your savoir-faire is ooh la la! I've got strings but entre nous I'd cut my strings for you"

French puppet was lifting up again but comes back four like ones before but different when they were lifting their dress up and down, that got Jiminy attention the the look in his glasses and smiles of lovely puppet ladies

But background change again to Russia and Russian puppet appearing in purple dress and white cotton hat

"Down where the Volga flows

There's a Russian rendezvous"

She spins around and moving her legs happily

"where me and Ivan go

but I'd rather go with you, hey!"

She was lift up again and Cossacks appearing and only reply with

"Hey!" They move their legs left and right "Hey!" Their feet hit each other side of their heads "Hey!" Pinocchio imitates their dance, he notices that his back right feet hit his bottom and he smiles happily while making that noise "Hey!" Four Cossacks begin to spin around "Hey!" "Hey!"

Pinocchio twirling on one leg crazy that his spinning body going straight to Cossacks "Hey!" He gets tangled in the strings of the cossack puppets "There are no strings on me!" Pinocchio lifting his hands happily of ending the act, audience starting to laughing very hard of seeing wooden boy got surrounded by Cossacks, Wooden falling down from being lifting, landing on same platform again he pull it out breaking it to look like a beard and audience applauding happily when tossing their gold coins to amazing puppet

"Huh? They like him. He's a success. Gosh! Maybe I was wrong." Jiminy just get very disappointed to see that he was wrong

"Uhhh Jiminy I know he looks like he's famous because of the money he got from the audience but doesn't mean he forgot about you and his father" Peter turns over to the lamp post but sees that the cricket was gone "Jiminy?"

Stromboli was holding his two normal puppets and bowing down of Pinocchio successfully show that he saw how many gold coins he will count soon or later

"Well, guess he won't need me any more. What does an actor want with a conscience anyway." Jiminy was walking out of not wanting to see Pinocchio succeed as an actor

"Hey Mr. Cricket! Come back! You can't back out to this task you promise Blue Fairy that you will be kids conscience"

Jiminy stopped walking away and his eyes widen of how did this kid know about Blue Fairy

"H-How did you know- about her?"

"Never mind that but I believe this kid is in trouble danger, so come on! The kid needs your help" Peter grab Jiminy placing him on his shoulder and start climbing and swinging back there

Night. Geppetto's home. He has cooked a delicious supper in Pinocchio's honor.

"What could have happened to him?" Pinocchio's father asked his cat named Figaro who was sniffing at his delicious fish dinner

"Where could he be at this hour?" Cleo was a goldfish who has a delicious slice of chocolate cake and she was cleaning up bowl of bubbles

"I'd better go out again and look for him." Geppetto putting on his rain coat and holding his lantern he was about to leave but stop for moment

"And remember, nobody eats a bite… until I find him " Figaro just gave his master a nod in the head of promising not to eat his dinner until he finds his son, Cleo who swore to herself of not to eat too, After Geppetto goes out to rain to search for his son and Figaro sees his opportunity to eat his meal, but Cleo gurgles remembering their promises, that made cat frown of not eating his dinner which was still steaming hot but will be cold sooner of how his master will come back, the cat cross his arms in anger to wait patiently

Stromboli's carriage in the rain, Peter who has forming into his suit cricket got very shocked of boys clothing he made, Peter slowly climbing to the carriage wall when gotten to the top, he place his head on the roof listening closely even Jiminy flew over with his umbrella and landed to listen too, all they can hear was Stromboli singing the song Pinocchio did on his first act but different lines

"I got no-strings

But I got-a the brain

I buy a new suit

And I swing-a the cane

I eat-a the best

And I drink-a champagne

I got no-strings on me"

Stromboli let out a chuckle when counting the money "Bravo, Pinocchio!"

"They like me!" Pinocchio was sitting on sausage and looking at Stromboli who pushing a tower of gold coins

"Mmm! 200! You are sensational!"

"You mean, I'm good?" Pinocchio asked innocently looking

"Ahhh! 300! You are colossal!" Stromboli slamming his big butcher knife to cut up sausage a piece, Pinocchio didn't even flinch

"Does that mean I'm an actor?"

Puppeteer just takes a bite of an onion "Sure! I will push you in the public's eye your face, she will be on everybody's tongue." Pinocchio eyes were watering due of onion sense

"Will she?"

"Ye-- uh?" Stromboli takes a fake coin he found in pile of gold coins "what's this?" He placed it to the side of his teeth to confirm that the coin is fake. He smacked himself in the head when grumbling and muttering in Italian "Ahhh!" He calms down when look over at the wooden boy and gives a fake coin to Pinocchio. "For you my little Pinocchio."

"For me? Gee, thanks! I'll run right home and tell my father."

Stromboli was taking a drink of wine but start coughing when hearing what the little wooden boy said "Home? Oh sure. Going home to your father. Oh, ha-ha-ha. Oh that is very "comeecal" he laugh out loud

Peter peeking in a hole to upserveing of what this fat puppeteer going do next to poor little wooden kid and Jiminy watch closely too if Peter was correct about Stromboli

"You mean it's funny?"

"Ah, ha-ha-ha Sure! Yes." Stromboli just kept laughing has his hand on his stomach

Pinocchio let out a chuckle when standing up "I'll be back in the morning."

"Be back in the morning!" Stromboli mumbling in Italian "Going home?" He and Pinocchio laughing together thinking the kid has said something funny, but in reality Stromboli throws the wooden child in a bird cage. Peter and Jiminy eyes widen in horror of what they are seeing so it's confirmed Pinocchio is in trouble danger

"There!"

"this will be your home"Stromboli place a lock on bird cage

"where I can find you always!"

"No, no, no!" Pinocchio begged when he holds to the bars of the bird cage

"Yes, yes, yes! To me… you are belonging. We will tour the world. Paris, London, Monte Carlo, "Constantinopolee"…" Stromboli does a little impression dance but it was awful

"No, no!" Pinocchio shouted not realize that being actor wasn't what he thought it was when hearing it from Honest John

"Yes! We start tonight!" Stromboli shouted in anger, he goes back to the table when pouring down golden coins in his brown bag "Mmmm. You will make lots of money… for me!" He shoved it in his shirt pocket "And when you are growing much too old" He will take out the axe feeling of the sharp blade with his finger tip "you will make good firewood!" Stromboli laughs as he tosses an axe on a worn-out puppet.

Peter left eye was twitching of seeing how cruel this fat puppeteer is doing to that poor boy so he can all the money for himself

"Let me out of here! I gotta get out! You can't keep me–" Pinocchio was trying to get out but it was no use when Stromboli let out a roar to shut wooden boy up

"Quiet! Shut up!" That outburst made Pinocchio fell over on his back "Before I knock-a you silly!" Fat Puppeteer now said sweetly "Good night" he blow a kiss that made Peter and Jiminy disgusted from that sentence "my little wooden gold mine. Ha-ha-ha" He laughs out when slams the door, made the room go dark and Pinocchio got completely scared

"No! No, wait! Let me out! I'll tell my father!" He warned the puppeteer when trying to break out from his prison cage

"Get along, then!" Stromboli shout coming from outside of the rain, he told his horses to move forward which they did, Pinocchio will see the room is completely dark and lighting flashes, all the puppets were just hanging in depression's, the wooden boy will start to call out to his conscience

"Jiminy! Oh Jiminy!" Pinocchio whistles to his conscience but no response as the carriage starts moving and it begins thundering "Jiminy, where are you?" He whistled again but no cricket anywhere "Jiminy Cricket!" The lighting made Pinocchio to stopped calling out to see that it was no chance to get help to know that he should have listen to him not go being actor, he sat down, covering his face with a sobbing

As for his conscience, Jiminy felt very heartbroken of seeing that poor locked in a cage, he felt a finger tip on his shoulder and he look up at Peter who seem couldn't take it any more "Let's rescue that kid…" he crawling on the roof and slowly landed not wanting attract any attention from Puppeteer who still lashing his horses, he turn the nob over to open very carefully when entering and closing it behind him

Making a slow steps of not making any noise when walking straight to bird cage where wooden child has his face cover, his arms wrapped around his legs sobbing quietly

"Psst hey kid" Peter has his voice over and getting little wooden boy attention which it did lifting his head up

With his heart beating out of his chest, the wooden boy looks up at the stranger. His eyes filled with tears of fear and sorrow. He looks around to make sure no one is watching and then whispers back "who are you? Please don't tell that mean man I was talking to you".

"Shhh it's alright you can trust me, beside look what I have" The young man in mask shows him this

" Pinocchio! " Jiminy Cricket hops on stranger shoulder he was Pinocchio conscience

Pinocchio's eyes widened at the sight of Jiminy Cricket. He knew exactly who the little insect was, but didn't know how he got here "Jiminy Cricket, is that really you?" he smiled, tears rolling down his face as he wiped away the tears, then looked back at the stranger "why did you help me? I'm just a puppet".

"There's no time t have to get you o there" Wallcrawler tells wooden child

"Now don't you worry, son. I'll have you outta here in no time at all." The cricket climbs on top the padlock "Why this is just as easy as rolling off a… umph! "After falling inside, Pinocchio and Spider-Man ill hear clicking inside padlock "Kinda rusty." Jiminy pops his head out to place his top hat and black coat on the rack so it won't be in the way when he gets to work unlocking it "Needs a little oil." The cricket just lift his head when hearing his own echo " that's what I said… " he use his umbrella to try to pull it the spring from lock

The wooden boy smiled "thank you both of you" he whispered as he watched Jiminy Cricket fiddle with the padlock. When it fell open the wooden boy jumped up "we did it, Jiminy, we did it!" he hugged the cricket "oh my goodness, what did I ever do for you to help me, Jiminy?"

"Just next time go to school and not to talk with strangers " The little cricket was referring to that Honest John the fox and Gideon the mute cat

"We need to get out of here" Spider-Man ells both of them to break their small reunion

"Going out so soon" that voice was coming from the door that it was fat puppeteer, Stromboli who has a butcher knife ready to chop off

Before Pinocchio could even respond, the door opened and Stromboli, looking very upset, stood in the doorway. He had a butcher knife in hand and a look of rage on his face. Pinocchio's heart sank into his stomach, and he quickly hid behind the masked stranger. "Please… please don't hurt us" Pinocchio begged the man, his eyes filling with tears "I just want to go home!"

"Just hand over to my little puppet " Stromboli begin to walk forward gripping on butcher knife in case they try to escape

"I'm taking the kid with me… " The mask man just picks up Pinocchio holding him with his one arm

As the masked man scooped up the wooden boy with one arm and held him close, Stromboli began to approach them, brandishing the butcher's knife. Pinocchio's eyes got even wider when he saw the knife as tears streamed down his face "please don't hurt us! I just want to go home" he whimpered.

Vigilante walks towards the door holding the wooden boy close, with his body blocking Stromboli. Pinocchio had no words but tears to say to the stranger as he cried

"Give me that kid! He's mine! " Stromboli was about to slash the mask man but his eyes got covered by some kind of web

The web came from the mask man wrist, he starting to go around to the door

Pinocchio watched in awe as the man sprayed the sticky web from his wrists to restrain Stromboli. He was confused as to why the masked man was so powerful as before he didn't show any signs that he was strong "how did you do that?" the wooden boy asked, still holding on to him

"No time for questions kid! "The mask man avoiding of Stromboli swinging his butcher knife still blinded by webs

Pinocchio was scared but relieved that the man was protecting him. He tried his best to be brave but couldn't help but tremble as he was scared of getting hurt or getting cut by the knife. It felt like this was the closest he had ever been to death since being carved into a puppet

" The name Spider-Man! " He will climb to the roof of carriage it was midnight and raining

"Spider-Man" he mumbled as he looked up at the masked man who helped him and held him "thank you, Spider-Man, I don't know what I would have done if it weren't for you." Pinocchio looked out the window at the dark streets and the moon as he looked back at Spider-Man "where are we going to now?"

"Hey! Wait for me! " Jiminy Cricket hopping a few times and landed on Pinocchio shoulder

Pinocchio chuckled a little as the cricket hopped on his shoulder "you're so silly, Jiminy. We should be worried about where we're going next" he looked back at Spider-Man "can you tell me where we are going, Spider-Man?" he questioned the masked man

"We're not done yet " Spider-Man sense is tingling when the rooftop burst out wood shattered by ax, Stromboli smashing the roof to go after them

Pinocchio looked back through the open roof, his eyes wide with fear as he let out a soft gasp. He looked over at Spider-Man, his eyes filling with fear "we're being chased?!" he whispered as he looked back at the angry puppeteer. He was scared that Stromboli would catch up to them before Spider-Man could find somewhere for them to go "what are we going to do?" he asked the masked man in a panic

Stromboli was speaking in angry Italian when chopping off the roof and climbing up

"Kid, I need to back away, to safe spot so you won't get hit by the ax" Spider-Man instructed the child when he get in his fighting position

Pinocchio nodded, trying his best to remain calm as Spider-Man told him to back away. He took a deep breath before stepping back "are you going to fight him, Spider-Man?" he said, as he watched Spider-Man get ready to fight Stromboli "be careful, Spider-Man" he whispered

"Don't worry kid, I got this.." Spider-Man took a deep breath and then eyes open underneath the mask when he runs straight to Stromboli who was about to slash him but end up missing him, he kick fat puppeteer back costing him to grunted and fall on floor rooftop

Pinocchio couldn't help but let out a soft gasp of surprise as he watched Spider-Man fight Stromboli. He was amazed that the mysterious man was able to dodge the attacks and kick the puppeteer to the ground "wow! You're so cool and strong, Spider-Man!" he whispered as he watched all the action happen

Stromboli was going to cut the young man head off but a web got attach to ax handle and got pull away from his hand

"Nope, sorry but no lumberjack today" Spider-Man throws it pretty far so Stromboli couldn't get it

Pinocchio's eyes went wide as he watched a web shot out and catch the ax, pulling it from Stromboli's hand as Spider-Man threw it "you're so cool, Spider-Man" he mumbled, as he watched the events play out in front of him. He had never seen anything like it before and he didn't know that people could be this strong or this brave. Seeing Spider-Man stand up for what's right made Pinocchio realize that sometimes people will go to great lengths to protect others that need their help

Before Spider-Man can turn over to see kid he felt a punch on the face costing him to fell on his back, Stromboli has his left arm pinned him when using his right hand to a fist punching the hero a few times

"Oh no!" Pinocchio cried out as he watched Stromboli get the better of Spider-Man. A sense of panic washed over him as he watched the puppeteer punch the masked man in the face over and over again "Spider-Man!" he shouted, wanting the masked man to be safe from the puppeteer's attacks

Spider-Man just coughs a bit of pain when he hear Stromboli whisper in his ear " you should have mind your own business boy… I'll have that wooden boy make lots of money for me… " Spider-Man eyes look around to how to escape from this guy gripped

Pinocchio could barely speak as he was so fearful for Spider-Man's safety. He watched the masked hero try desperately to escape the puppeteer's grip. "How do we get out of this, Spider-Man?" he whispered, afraid of the answer. He knew that if Stromboli got a hold of him, it would most likely be the end of his life and no one could stop the puppeteer from taking him

Jiminy Cricket was very worried that he seeing young man is taken the punches to protect Pinocchio, the little cricket try to think quickly and spotted wood board

"Psst Pinocchio! " Jiminy whispered to wooden boy attention and pointing at wood board

Pinocchio looked over at the cricket and then over to the wood board "what do you want me to do, Jiminy?" he asked as he looked over at the board, trying to find the courage to do whatever it is that needs to be done to save Spider-Man

"We have to help Peter " Jiminy have tell Pinocchio of Spider-Man's real name but there was no time for that because Spider-Man needs helps

Pinocchio nodded "okay, whatever it takes to help him Jiminy!" Pinocchio was scared but he couldn't let that stop him from helping Spider-Man. He was brave enough to stand up to the puppeteer and make an escape so he knew he could do this! Pinocchio grabbed the wood board and took a deep breath "okay, I'm ready," he called out to Jiminy. What does Spider-Man need help with?

Spider-Man was trying to kicking Puppeteer but it was no use when Stromboli chuckle darkly when placing both hands on hero neck to choke him

Pinocchio couldn't believe his eyes as he watched the puppeteer strangle Spider-Man "oh no!" he yelled out as he ran towards the two men struggling to help him. But then he stopped in his tracks as he had an idea. He ran towards Stromboli, picked up the wood board in his hands, and brought it down on Stromboli's back.

"Ahhh! " Stromboli grunted when losing his gripped and turning to face Pinocchio and gave him a smile " Oh my little puppet" he gets up and begin to approach the wooden child

Pinocchio looked on in horror as he watched the puppeteer smile at him menacingly. He had seen the look in his eyes before at the theatre and he knew what it meant. Stromboli was going to use him like he did so many other innocent wooden boys and boys, and he wouldn't hesitate. "Don't even think about it Stromboli!" Pinocchio cried out, waving the wood board in his hands

"Oh I won't hurt you my little Pinocchio " Stromboli was about to grab wooden boy but stop of the shout

" hey you forgot about me! " Spider-Man punch the puppeteer on side of the head slipping off from rooftop due of the rain made floor slippery

Pinocchio breathed a sigh of relief and glanced back at Spider-Man, glad that he had been saved from the puppeteer's grip. He looked back up at Spider-Man, surprised when he punched the puppeteer and he slipped and fell off the roof. "Spider-Man, are you okay?" he asked the masked hero, still holding the wood board in his hands

Spider-Man just took off his mask that has nose bleed, bruises all over his face even two purple eyes

"Never mind me…at least there's no harm in you kid… " Peter spoken coughs some blood and out of breath

Pinocchio was upset when he saw how injured Spider-Man had gotten. He wished that he could take away his pain because he deserved to be uninjured and healthy after everything he did for him. Tears welled up in his eyes as he watched the masked hero cough up blood and have two purple eyes. "You really are incredible, Spider-Man" Pinocchio whispered to him, "I'm sorry that you got hurt, but thank you for saving me"

"No problem kid… now let's get you home… " Peter just then goes to the front of Stromboli carriage of two horses pulling it, he cuts the rope so the horse can be freed

Pinocchio was happy that Spider-Man had offered to take him home, he had come so far and he was hopeful that his father would be so happy to see him and he wasn't in any more danger. He watched as Spider-Man cut off the reins and the horses began to run off. "So these horses are free too?" Pinocchio asked the masked man. "Where will they go now?"

"Well let's hope they will go to a farm to live freely… " Peter tells the wooden boy as he jumps down to the ground "Hmmm now where are we…"

"Oh dear… " Jiminiy jumping over to see where they are now ever since hero had to deal with fat puppeteer, they lost track of where they are

"That's a nice thought, maybe the horses can be free to do whatever they please" Pinocchio's eyes followed the horses as they ran away, hoping that they would be able to find a better life like Peter had said. Pinocchio turned back to look at Spider-Man "where exactly are we?" he asked a bit nervously now that they had lost their sense of direction

Peter just finds a near tree so he can say and rest a bit of how much in pain he got

"Great… we're lost…" he looking up to the trees

" A fine conscience I turned out to be." Jiminy sat down in Pinocchio shoulder that

Pinocchio looked up at the trees as well, feeling a little uneasy at the thought of being lost. He sat down next to Spider-Man under the shade of a tree "it was worth it though… you saved me" Pinocchio couldn't begin to imagine what might have happened if Spider-Man didn't come along to help him. He gave the masked man a small smile of gratitude "thank you again Spider-Man" he said

" It was my fault. I shouldn't have walked out on you." Jiminy Cricket spoke to join their conversation to see that they don't know which way to go and find the Tuscan village where Pinocchio father is

"Is that your… conscience?" Pinocchio asked, realizing that the little cricket was sitting on his shoulder. He looked over at it as it spoke to him. "Are you mad at me, Jiminy?" he asked, feeling a bit guilty that he had left the cricket behind at the theatre "I was just so scared to tell you that I was going to the fair" Pinocchio lowered his voice so only him and the cricket could hear "I know I should've told you, I'm sorry…"

Jiminy Cricket was very worried that he seeing young man is taken the punches to protect Pinocchio, the little cricket try to think quickly and spotted wood board

"Psst Pinocchio! " Jiminy whispered to wooden boy attention and pointing at wood board

Pinocchio looked over at the cricket and then over to the wood board "what do you want me to do, Jiminy?" he asked as he looked over at the board, trying to find the courage to do whatever it is that needs to be done to save Spider-Man

"We have to help Peter " Jiminy have tell Pinocchio of Spider-Man's real name but there was no time for that because Spider-Man needs helps

Pinocchio nodded "okay, whatever it takes to help him Jiminy!" Pinocchio was scared but he couldn't let that stop him from helping Spider-Man. He was brave enough to stand up to the puppeteer and make an escape so he knew he could do this! Pinocchio grabbed the wood board and took a deep breath "okay, I'm ready," he called out to Jiminy. What does Spider-Man need help with?

Spider-Man was trying to kicking Puppeteer but it was no use when Stromboli chuckle darkly when placing both hands on hero neck to choke him

Pinocchio couldn't believe his eyes as he watched the puppeteer strangle Spider-Man "oh no!" he yelled out as he ran towards the two men struggling to help him. But then he stopped in his tracks as he had an idea. He ran towards Stromboli, picked up the wood board in his hands, and brought it down on Stromboli's back.

"Ahhh! " Stromboli grunted when losing his gripped and turning to face Pinocchio and gave him a smile " Oh my little puppet" he gets up and begin to approach the wooden child

Pinocchio looked on in horror as he watched the puppeteer smile at him menacingly. He had seen the look in his eyes before at the theatre and he knew what it meant. Stromboli was going to use him like he did so many other innocent wooden boys and boys, and he wouldn't hesitate. "Don't even think about it Stromboli!" Pinocchio cried out, waving the wood board in his hands

"Oh I won't hurt you my little Pinocchio " Stromboli was about to grab wooden boy but stop of the shout

" hey you forgot about me! " Spider-Man punch the puppeteer on side of the head slipping off from rooftop due of the rain made floor slippery

Pinocchio breathed a sigh of relief and glanced back at Spider-Man, glad that he had been saved from the puppeteer's grip. He looked back up at Spider-Man, surprised when he punched the puppeteer and he slipped and fell off the roof. "Spider-Man, are you okay?" he asked the masked hero, still holding the wood board in his hands

Spider-Man just took off his mask that has nose bleed, bruises all over his face even two purple eyes

"Never mind me…at least there's no harm in you kid… " Peter spoken coughs some blood and out of breath

Pinocchio was upset when he saw how injured Spider-Man had gotten. He wished that he could take away his pain because he deserved to be uninjured and healthy after everything he did for him. Tears welled up in his eyes as he watched the masked hero cough up blood and have two purple eyes. "You really are incredible, Spider-Man" Pinocchio whispered to him, "I'm sorry that you got hurt, but thank you for saving me"

"No problem kid… now let's get you home… " Peter just then goes to the front of Stromboli carriage of two horses pulling it, he cuts the rope so the horse can be freed

Pinocchio was happy that Spider-Man had offered to take him home, he had come so far and he was hopeful that his father would be so happy to see him and he wasn't in any more danger. He watched as Spider-Man cut off the reins and the horses began to run off. "So these horses are free too?" Pinocchio asked the masked man. "Where will they go now?"

"Well let's hope they will go to a farm to live freely… " Peter tells the wooden boy as he jumps down to the ground "Hmmm now where are we…"

"Oh dear… " Jiminiy jumping over to see where they are now ever since hero had to deal with fat puppeteer, they lost track of where they are

"That's a nice thought, maybe the horses can be free to do whatever they please" Pinocchio's eyes followed the horses as they ran away, hoping that they would be able to find a better life like Peter had said. Pinocchio turned back to look at Spider-Man "where exactly are we?" he asked a bit nervously now that they had lost their sense of direction

Peter just finds a near tree so he can say and rest a bit of how much in pain he got

"Great… we're lost…" he looking up to the trees

" A fine conscience I turned out to be." Jiminy sat down in Pinocchio shoulder that

Pinocchio looked up at the trees as well, feeling a little uneasy at the thought of being lost. He sat down next to Spider-Man under the shade of a tree "it was worth it though… you saved me" Pinocchio couldn't begin to imagine what might have happened if Spider-Man didn't come along to help him. He gave the masked man a small smile of gratitude "thank you again Spider-Man" he said

" it was my fault. I shouldn't have walked out on you." Jiminy Crocket spoke to join their conversation to see that they don't know which way to go and find the Tuscan village where Pinocchio father is

"Is that your… conscience?" Pinocchio asked, realizing that the little cricket was sitting on his shoulder. He looked over at it as it spoke to him. "Are you mad at me, Jiminy?" he asked, feeling a bit guilty that he had left the cricket behind at the theatre "I was just so scared to tell you that I was going to the fair" Pinocchio lowered his voice so only him and the cricket could hear "I know I should've told you, I'm sorry…"

"We have to help Peter " Jiminy have tell Pinocchio of Spider-Man's real name but there was no time for that because Spider-Man needs helps

Pinocchio nodded "okay, whatever it takes to help him Jiminy!" Pinocchio was scared but he couldn't let that stop him from helping Spider-Man. He was brave enough to stand up to the puppeteer and make an escape so he knew he could do this! Pinocchio grabbed the wood board and took a deep breath "okay, I'm ready," he called out to Jiminy. What does Spider-Man need help with?

Spider-Man was trying to kicking Puppeteer but it was no use when Stromboli chuckle darkly when placing both hands on hero neck to choke him

Pinocchio couldn't believe his eyes as he watched the puppeteer strangle Spider-Man "oh no!" he yelled out as he ran towards the two men struggling to help him. But then he stopped in his tracks as he had an idea. He ran towards Stromboli, picked up the wood board in his hands, and brought it down on Stromboli's back.

"Ahhh! " Stromboli grunted when losing his gripped and turning to face Pinocchio and gave him a smile " Oh my little puppet" he gets up and begin to approach the wooden child

Pinocchio looked on in horror as he watched the puppeteer smile at him menacingly. He had seen the look in his eyes before at the theatre and he knew what it meant. Stromboli was going to use him like he did so many other innocent wooden boys and boys, and he wouldn't hesitate. "Don't even think about it Stromboli!" Pinocchio cried out, waving the wood board in his hands

"Oh I won't hurt you my little Pinocchio " Stromboli was about to grab wooden boy but stop of the shout

"Hey, you forgot about me! " Spider-Man punch the puppeteer on side of the head slipping off from rooftop due of the rain made floor slippery

Pinocchio breathed a sigh of relief and glanced back at Spider-Man, glad that he had been saved from the puppeteer's grip. He looked back up at Spider-Man, surprised when he punched the puppeteer and he slipped and fell off the roof. "Spider-Man, are you okay?" he asked the masked hero, still holding the wood board in his hands

Spider-Man just took off his mask that has nose bleed, bruises all over his face even two purple eyes

"Never mind me…at least there's no harm in you kid… " Peter spoken coughs some blood and out of breath

Pinocchio was upset when he saw how injured Spider-Man had gotten. He wished that he could take away his pain because he deserved to be uninjured and healthy after everything he did for him. Tears welled up in his eyes as he watched the masked hero cough up blood and have two purple eyes. "You really are incredible, Spider-Man" Pinocchio whispered to him, "I'm sorry that you got hurt, but thank you for saving me"

"No problem kid… Now let's get you home… " Peter just then goes to the front of Stromboli carriage of two horses pulling it, he cuts the rope so the horse can be freed

Pinocchio was happy that Spider-Man had offered to take him home, he had come so far and he was hopeful that his father would be so happy to see him and he wasn't in any more danger. He watched as Spider-Man cut off the reins and the horses began to run off. "So these horses are free too?" Pinocchio asked the masked man. "Where will they go now?"

"Well let's hope they will go to a farm to live freely… " Peter tells the wooden boy as he jumps down to the ground "Hmmm now where are we…"

"Oh dear… " Jiminiy jumping over to see where they are now ever since hero had to deal with fat puppeteer, they lost track of where they are

"That's a nice thought, maybe the horses can be free to do whatever they please" Pinocchio's eyes followed the horses as they ran away, hoping that they would be able to find a better life like Peter had said. Pinocchio turned back to look at Spider-Man "where exactly are we?" he asked a bit nervously now that they had lost their sense of direction

Peter just finds a near tree so he can say and rest a bit of how much in pain he got

"Great… we're lost…" he looking up to the trees

" A fine conscience I turned out to be." Jiminy sat down in Pinocchio shoulder that

Pinocchio looked up at the trees as well, feeling a little uneasy at the thought of being lost. He sat down next to Spider-Man under the shade of a tree "it was worth it though… you saved me" Pinocchio couldn't begin to imagine what might have happened if Spider-Man didn't come along to help him. He gave the masked man a small smile of gratitude "thank you again Spider-Man" he said

" it was my fault. I shouldn't have walked out on you." Jiminy Cricket spoke to join their conversation to see that they don't know which way to go and find the Tuscan village where Pinocchio father is

"Is that your… conscience?" Pinocchio asked, realizing that the little cricket was sitting on his shoulder. He looked over at it as it spoke to him. "Are you mad at me, Jiminy?" he asked, feeling a bit guilty that he had left the cricket behind at the theatre "I was just so scared to tell you that I was going to the fair" Pinocchio lowered his voice so only him and the cricket could hear "I know I should've told you, I'm sorry…"

" Oh, buck up, son. It could be worse. Be cheerful… like me!" Jiminy felt a little sad of hearing wooden boy apologize to him for not listening to him when he was warning him about path he is taking that made little cricket tears coming down

"I'll try to be like you, Jiminy" Pinocchio told the cricket as he dried his own salty tears in his eyes "it was wrong to go and wander off without telling you" he whispered to the cricket "I wouldn't let that happen again, Jiminy"

" Oh well, it stopped raining anyway…. " Jiminy wiping his own tears with his handkerchief, seeing clouds going away showing a lovely night but there was a single star that began to glow "Hey, that star again! The lady! The Fairy!" The little cricket gasp of the star shines through the clouds

Peter just look up a bit couldn't moved his body much of seeing that Star glowing

Pinocchio turned his head towards the star and his eyes widened as he recognized it as the star that had led him through the woods "I know that star! It was the one I saw from the first night I was here!" Pinocchio looked back at Jiminy "I think the fairy is trying to lead us there" Pinocchio said excitedly. He was happy that he seemed to be on the right path again

"Wait, it's coming down! " Jiminy just try hiding place for a bit

The light begin to sparkle as forming into a lovely woman with blue dress, blond hair, white wings and a wand

The Blue Fairy walks over to Wooden boy "Why, Pinocchio… " she looking at him of what's he doing in middle of the night

Pinocchio was amazed as he saw the light from the star get brighter and form into a beautiful woman with blond hair, bright green eyes, and wings. He glanced over at Jiminy to see if he was seeing the same woman, and he knew he was. "She's so beautiful" Pinocchio whispered, feeling slightly in awe of the fairy "can she he6lp us?" he asked Jiminy, feeling excited as he looked up at the fairy who was now beside him

"Sir Jiminy… " Blue Fairy goes over to Jiminy hiding spot

" Well! Excuse me. This is a pleasant surprise! Ha-ha!" Jiminy let out a small chuckle but look down nervously

"Pinocchio, why didn't you go to school? " She asked when she turn her gaze to Pinocchio who seem a bit nervous to tell her what happened

"Go ahead tell her " Jiminy whispers

Pinocchio looked at the fairy and then back at Jiminy. He took a deep breath as he tried to think of what to say. "Well…" Pinocchio looked back at the fairy and lowered his voice to make sure no one could overhear "I did go to school, 'til I met somebody."

"Met somebody?"

"Yeah. Two big monsters! With big green eyes" Pinocchio's nose begins to grow and that gets the boy's attention very confused "Why I…"

"Monsters? Weren't you afraid?" Blue Fairy asked very worried of what wooden boy face

"No ma'am, but they tied me in a big sack." That sentence made wooden boy nose grow a inch

"You don't say!" Pinocchio nods and Blue Fairy asked again "And where was Sir Jiminy?"

"Uh? Jiminy?"

"Psst. Leave outta this." Jiminy whispered and hopped to Pinocchio nose

the more Pinocchio embroideries his adventures, the more his nose grows "They put him in a little sack."

"No!"

"Yeah!"

The don't of his nose will grow a blossom of flowers that got Jiminy shocked

"How did you escape?"

"I didn't. They chopped me into firewood!" His long nose starting to forming into a nest and two eggs of baby birds

Pinocchio looked at the fairy in shock as he saw his nose becoming a bit longer "Oh oh, look! My nose! what's happening?" he asked a bit nervously. He knew how big the lie was that he told and was afraid he was going to be punished. He noticed how his nose was growing slightly longer, He began to cry again, not wanting to be punished for the lie he had told

"Perhaps you haven't told the truth Pinocchio " Blue Fairy told

" Perhaps? " Jimin asked in surprise of seeing Pinocchio nose to grow

Pinocchio looked at the fairy in horror as he realized she was right. He had lied and the truth was coming to make him pay. He began to cry uncontrollably as the nose kept growing, feeling scared about what else might happen to him. "I'm sorry" he sobbed to the fairy as it grew longer "I didn't want to lie to you but I did and now I'm getting what I deserve" he said, as it continued to grow longer and longer

"You see, Pinocchio, a lie keeps growing and growing until it's as plain as the nose on your face." Blue Fairy explained when Jiminiy goes up to Pinocchio shoulder

"She's right Pinoke, you better come clean." He whispered to his ear

Pinocchio tried his best to hold back his tears as the fairy continued to speak. "Well… you see…" He trailed off as he looked down at his long nose. "I was scared to tell you the truth, but you were right, you always are about everything!" He sniffed as tears rolled down his cheeks. "I promise that I will never lie again, or make any silly mistakes," he said as his nose finally stopped growing and he took a deep breath. He wanted to keep his word and not do such silly and sinful things again

"Please Your Honor, uh, I mean… Miss Fairy. Give him another chance for my sake. Will ya? Huh?" Jiminiy just runs over to look up at lovely Blue Fairy and smiles to know to give them a second chance

"I'll forgive you this once, but remember, a boy who won't be good might just as web be made of wood." Blue Fairy told two of them and she looks over to Peter who still injured made her worried of the young man condition

"Thank you so much miss fairy!" Pinocchio said in relief as the fairy decided to give him another chance. He felt a sense of excitement as she had given him a second chance and he wanted to make the most of it. He would make certain that he would not do anything sinful or silly again, and he was going to try his best to make her proud. Pinocchio turned to Jiminy and patted him on the back "you were right, she is nice!" he whispered to his cricket. Maybe things really would work out okay.

"We'll be good, won't we?"Jiminy asked Pinocchio and Peter

"Very well, but this is the last time I can help you" she touches Peter body with her wand, his injures were healed and Pinocchio nose back to normal

Pinocchio looked at Jiminy "yes, I swear we will be very good and never lie again" he said with a wide smile, happy that they were being given the chance to do the good and right thing. He then turned to Peter" Look Peter! Your face"

Parker just felt his face was not in pained anymore and even notice that his suit and mask were fixed he didn't know what to say even though he should have thank Blue Fairy for repairing his suit and his face

"Let's go, you two!" Jiminy urged when Peter got up to see Pinocchio start to run up with his conscience, he begin to swinging up to catching up with his two new friends to road where they came from to search for Geppetto workshop

The Red Lobster Inn. Honest John and Gideon are relating their business with Stromboli, as they and the Coachman smoke, drink beer and also sing the reprise of Hi-Diddle-Dee-Dee.

"Hi-diddle-dee-dee

and actor's life for me

a high silk hat and silver cane

a watch of gold with a diamond chain"

"Hi-diddle-dee-dee

and actor's life is gay

it's great to be a celebrity

an actor's life for me"

The mischievous fox let out a laugh of how easily for him got little wooden boy attention to be actor so he can sell Stromboli for gold bits "and the dummy fell for it."' The fox cackles again of their victory"Hook, line and sinker!"

Gideon smoking a cigar, dunks a smoke ring into his beer like a donut enjoying the taste but got him to hiccup

"And he still thinks we're his friends! Ha ha ha! And did Stromboli pay! Plenty!"Business fox drops a small sack of gold coins and does a wicked laugh "That shows you how low Honest John will stoop, eh Giddy?"

The mute cat gave a nod but his hiccup makes a mess of beer all around him

Now, Coachman, (takes a drag on his cigar) what's your proposition?

"Well... "Coachman puffs up with his pipe and takes out something from his shirt pocket, a big brown bag "how would you blokes like to make some real money?" When it drops a big sack of gold coins

"Well…" Honest John was very impressed by Coachman payment it was 300 bits more than their payment "and who do we have to, eh…"he making cutting a head off as a signal

"No! Nothing like that. You see …" Coachman just looks around in room so no eavesdroppers or any one listen their private conversation even Husiness fox look around as well so they can talk alone of what kind of business he's running with and goes over to fox "I'm collecting stupid little boys" he peers around to make sure he's not been overheard

"Stupid little boys?"

"You know, the disobedient ones that play hooky from school."

"Ooh!"

"And you see…"

It's hard to understand of what was Coachman secret when placing his mouth to fox ear so he can tell what his plan was doing with bunch of disorient children

"Yes…"

Gideon rubs his finger in Honest John's ear so he can hear more clearly

"… and I takes 'em to Pleasure Island."

"Ah, Pleasure Island!… " Honest John nodded off to listen in even to his partner but in came to realize the lift his head up in shock knocked Gideon to the floor "Pleasure Island?! But the law, suppose they…"

"No, no. There is no risk! They never come back…. As BOYS!" Coachman shows a red devilish face, laughs with vile glee, scaring Honest John and Gideon who were holding each other about to run off but he pull them back in "Now, I've got a coach load leaving at midnight. We'll met at the crossroads and no double crossing!"

"No sir!"

"Scout around. Any good prospects you find, bring 'em to me."

"Yes, chief."

"I'll pay you well. I got plenty of gold."

"Yes, yes."

Back to Peter and his two new friends were going of to find Pinocchio fathers cottage

"No sir, nothing can stop me now! I'll make good this time."

"That's good,kid"

"You'd better."

"I will, I'm going to school." Pinocchio promised

"That's the stuff, Pinoke."

"I love seeing that spirit kid"

"I'd rather be smart than be an actor."

"Now you're talkin'! Come on, slowpoke, I'll race ya home!"

"Not after I can beat" Peter grinned underneath the mask when catching up which bug is faster cricket or spider Pinocchio on other hand was caught and meets again Honest John and Gideon, but now with a new offer

Spider-Man was in the lead of going to the streets he will see Jiminy behind who is hoping after not realize that Pinocchio isn't there anymore, when making it to Geppetto cottage he was about to know and turn his head to check on wooden boy but see that he wasn't there at all not even the racing home

"Wait wait wait! Where's the kid?"

Jiminy stopping his tracks of realize that Peter was right that Pinocchio isn't there anymore, why would the boy stop following "Uhh Pinoke?" That made him and Peter worried and start to head back where they were when the kid disappeared

"Oh no…"

"Pinoke? Oh Pinoke? Now where do you suppose he- "

Peter was on the high grounds to get better at searching for lost wooden child, but he found those two again…. Honest John and Gideon who seem happily singing along knowing that they got better payment of a lot of gold coins

"Hahahaha I can't believe that puppet fell for it again! Hahaha" The business fox laughing out of this new amount of coins

Honest John was surprised and shocked when seeing a stranger who is blocking his way

"Hey get out of my way, I'm doing my business" said Honest John "Are you some kind of hero or villain? "

Honest John wasn't even thinking about his business but his greedy of money

Spider-Man shoot two webs on both of them so quick and wrap around them to tying them up together

"What the heck are you doing to us?" said Honest John "Gideon we need to get out of here now before things get worse"

Gideon nods his head as his head is wrapped around Spider Man's web

"Gideon do something, you're the cat you're suppose to have claws and all" said Honest John in panic

Spider-Man goes informer of mischief fox " where's the kid? " he asked very seriously looking at him with his white eyes wide of his mask

"The kid? What kid? I've never seen a kid in my whole entire life. I swear on my life!" Said Honest John while looking into Spider Man's eyes

Gideon nods his head in agreement

"Don't lie to me, I know that you two are the ones who sell Pinocchio to Stromboli and then he disappeared again when we got him out" Spider-Man told him that he witnessing them taking wooden boy to theatre to be actor

"Oh you know the truth, okay then we did kidnap him"

Honest John sighs as he admits defeat "but what are you gonna do about it? We didn't hurt the boy at least?"

Gideon keeps quiet as his head is still wrapped with Spider Man's web

"Oh simple " Spider-Man smirked

After for one minute, Wallcrawler has them tie up still lowering down f a cliff pretty high and ocean waves moving

"Wait a minute, are you trying to kill us?! Is this some kind of sick joke?"

Gideon looks more scared than Honest John as his cat senses are telling him that they will die if they fall into the ocean

"Uhhh do you think you're taking it a little too far? " Jiminy asked in concerned

"Don't worry, I'm not actually doing it" he whispers to little cricket, turning his attention to two trouble makers "Now tell me what do you take wooden child to? " Spider-Man asked again when lowering them to know that he will drop them

"Pleasure Island" answered Honest John "Where everyone is young and happy and free from any sadness of becoming a real boy"

Gideon's eyes widened when he heard the words "Pleasure Island" as all children's life will be ruined for the rest of their lives

Spider-Man pull them out to the ground " he's in pleasure island " he whisper to little cricket

"That's we're going to" Jiminy nodded of heading there

"Wait, you don't mean to tell me that you want to rescue the puppet?" Said Honest John as he realized what Spider Man is doing

Gideon was surprised and shocked but he also knew that it was the only way to rescue Pinocchio

"Of course it's my responsibility to save everyone's life, even his life… as for you two… I'm not a murderer… I'm taking you to the police for justice… "

"You're a good hero, that I have to say" Honest John looks in amazement to Spider Man

"But what if I will do you a deal" Honest John looks very suspicious when saying this to Spider Man

"Let us free and I will tell you how you can save the puppet" Honest John looks very evil like there's a trick behind his words

"Don't worry I know how to save lives… " Spider-Man just then shoot his web from his wrist and begin to swing away leaving two mischiefs tie up and note says 'here's your troublemakers your friendly neighbor Spider-Man

For few minutes for Peter and Jiminy search for Pinocchio especially getting more information about Coachman taking little boys to Pleasure Island it did made Peter uncomfortable of that word, hiding in the bushes when seeing little boys are going up dock to the big boat, with no break he began to swing to her trying to avoid being spotted by Coachman minions who are guarding the boat, he landed on the roof of boat control room ducking down

The coach gets onto a boat, and soon they arrive on the Island, with carnival rides and attractions galore...

"Woooow… you got to admit this place is amazing… " Peter eyes widen of looking at so mommy rides even parade balloons

"Don't get too distract yourself because we have to find Pinocchio" Jiminy set a reminder to Spider-Man they're in rescue mission

"Oh right sorry" he and Jiminy begin to go higher to those balloons so they can get better few if they spotted Pinocchio but it was difficult to see that there were bunch of boys

"Right here, boys! Right here. Get your cake, pie, dill pickles and ice cream. Eat all you can. Be a glutton. Stuff yourselves. It's all free, boys, it's all free. Hurry, hurry, hurry, hurry!"

They went to this path we're boys grabbing cigars from Indian statue who throws it to them

'Pinocchio?"Little cricket coughing every time to take a breath of bad cigar smoke "Pinocchio! There's something phony about all this. We gotta get him outta here!"

"You're right, why the hell are they giving out cigars?" Peter notice of little boys taking a blow of smoke, they didn't even notice him busy taking a big smoke

Coachman will see little boys got distracted by enjoying rides and sweet treats "All right now. Hop to it, you blokes." He whipped cracking "Come on! Come on! Shut the doors and lock 'em tight." two dark-looking people shut the big gates "Now get below and get them crates ready. Give a bad boy enough rope and he'll soon make a jackass of himself" he let a wicked laughter of seeing that all little boys are doom

Back to New York City, Osborn residence , down in hidden laboratory, machine was off, but suddenly a wormhole appear but on the wall, Green Goblin and Grimhilde came out from crashing down due of glider engine got stabbed by Grumpy pickaxe

"Grrr that old foe mess my glider… I have to repair it… " Green Goblin picking up his flying machine to work table to check any damages to

As for the evil witch, she looked around in amazement to see this is some kind of future where there was no wooden furniture but made of metal "so this is your hidden lair? .." she goes around of seeing so many pumpkin bombs on the shelves and laptop connect to his new invention of how he got to her kingdom "I think I am going take a like of this new place especially these" she see a small bottles of green serum

"I'm glad you are enjoying my lair… soon I gather so many people here… we will terrorize the citizens and show how much Spider-Man will fail to save them if he's stuck there.." Green Goblin open his mask off and let out a cackled. Grimhilde joins in that maybe she can be fairest of them all in this new kingdom so called

To be continued

Author Notes: Thanks for reading this I know it took pretty long tomemorize of how story goes especially it was pain in ass ofdoing details, I will try to edit the scenes if it'stoo off of story