A creepy mysterious carnival comes to town, Pinocchio (voiced by Scott Grimes) has just celebrated his first birthday as a human has been given a special assignment from his dad Gheppeto (voiced by Tom Bosley) to return an important jewel box back to the mayor and has been granted the power of freedom from his Fairy Godmother (voiced by Rickie Lee Jones) as he must be responsible for it or else he'll end up a puppet again. He gets swindled by a scandalous Raccoon named Scalawag (voiced by Ed Asner) and his monkey assistant Igor (voiced by Frank Welker) for a worthless fake ruby, it upsets his dad so much that he decides to run away to join the carnival for he falls for the hypnotic singing of a beautiful female puppet named Twinkle (voiced by Lana Beeson) over there and is tricked by the evil Puppetino (voiced by William Windon) as he is magically changed back into a puppet. However, Pinocchio does escape as he looks for the two scumbags that swindled him for they go after the traveling carnival to get the box back and end up in the nightmarish Las Vegas-esquire hellish realm of the empire of the night ruled by the evil Emperor (Voiced by James Earl Jones).

Co-starring the voices of Jonathan Harris and Don Knotts, this is a highly underrated and hugely entertaining animated fantasy from Filmation (The studios behind "He-Man", "Fat Albert", "Star Trek Animated" and "She-Ra") for i believe this is their best movie besides "Starchaser: Legend of Orin" and "The Secret of the Sword". The film does have a few good songs such as the haunting "Love is the light inside your heart" by Rickie Lee Jones, the upbeat "Neon Carbret" and finally the most fun song of all "You're a Star".

I remembered back in 1987 when i was 5 on Christmas night when i lived in St. Louis, my mom took me to see this movie at a shopping mall theater and it sure scared the crap out of me. But now i love it for it's one of my favorite animated movies ever! the animation is just breathtaking here considering it's an improvement over any Filmation animated effort and the film really gets dark with such moments like the absolutely horrifying sequence where Pinocchio changes back into a puppet as he's surrounded by puppets for it will scare the hell out of kids considering it almost escape the "PG" rating plus the Emperor himself is quite an awesome villain here.

If you love animation and good fantasy stories then this is a must see! it's a rare forgotten 80's animated diamond in the rough.

Also recommended: "The Black Cauldron", "Rock & Rule", "Fire & Ice", "Wizards", "The Dark Crystal", "Aladdin", "Big Trouble in Little China", "The Phantom Tollbooth", "Transformers: The Movie", "The Wizard of Oz", "Snow White and The Seven Dwarfs", "The Great Mouse Detective", "Sleepy Hollow", "The Corpse Bride", "Willy Wonka and The Chocholate Factory", "Return to Oz", "Oliver & Company", "The Little Mermaid", "The Last Unicorn", "The Secret of NIMH", "Charlie and The Chocolate Factory", "Mulan", "Spirited Away", "Making Contact (a.k.a. Joey)".

If I'm not mistaken, I think it's just about my one-year anniversary here at IMDB. Now I'm sure my raging fans (all two of you) are well aware that I can't get enough of weird cartoons. I happened to run into "Pinocchio and the Emperor of the Night" in the bargain bin of a thrift store recently, bought it remembering only that I had rented it several times as a kid, and came away concluding that it's going to take one heck of a cartoon to beat this one!

This movie is crazy. It's like somebody wanted to do an animated film of _Faust_, got bored with it, and decided for the heck of it to throw Pinocchio and Gepetto in it (other characters from the _Pinocchio_ story show up in poor disguises). Pinocchio's adventure leads him from an evil carnival to a freakish neon Hell populated by small children and lastly to the domain of a quadrimanous Satan. Along the way, he has run-ins with a wooden insect, a monkey who is eerily prescient of JarJar Binks down to the last stupid big tooth, and a pretty girl puppet owned by Satan's minion. This last character (the puppet, not the minion) is the focus of a crush from Pinocchio, and I guess this is supposed to be romantic but it comes across as very creepy. (I mean, he's a real boy lusting over a *doll* people; look at the looks he's giving her!)

This is a very trippy movie. On that level, it isn't half bad. I actually rather enjoyed it.

I grew up watching the Disney film, and also love the book by Carlo Collodi. This is a wonderful underrated gem from 1987, that is a lot of fun. If I had to decide which is better, Disney's "Pinocchio" or "Pinocchio and the Emperor of the Night", the Disney film but only marginally.

For one thing, the animation is very impressive. The backgrounds are surprisingly detailed and the character movements are convincing. The animation on the Emperor of the Night is absolutely brilliant. Also, the songs are fun and memorable. "Love is the Light Inside Your Heart" is not only haunting but a genuine tearjerker. "Neon Cabaret", while more a background song is also great, while "You're a Star" is wonderfully upbeat.

Other advantages are an engaging, dark and heartwarming story that keeps to the spirit of the book, a strong script and good characters, including the hilarious Igor and Puppetino(the part when he turns Pinocchio into a puppet was quite frightening). Pinocchio is engaging enough, and the Emperor of the Night while very intense is a great villain. Oh and the Good Fairy is gorgeous.

The voice acting is top notch, you don't hear much of James Earl Jones but once again he does an awesome job as the voice of the Emperor of the Night. Tom Bosley is surprisingly good as Geopetto, while William Windom is unrecognisable as Puppetino. Also Frank Welker deserves credit for his hysterical performance as Igor. In conclusion, this is wonderful and something quite special. 10/10 Bethany Cox