Opening credits: designed as a wood texture, starting with a RKO Radio Pictures logo (which during later re-release with a 1960s Buena Vista logo), "Walt Disney presents" tagline and a "Pinocchio" title logo with guest stars 'Lucky and Lyra' were on the bottom. Aside with TBD, color by Technicolor, and the list of the cast and crew who worked for the film all throughout the credits, with a male voice (voiced by Cliff Edwards) sings its opening theme all throughout the credit)
Male voice-over began singing ♪ When you wish upon a star, ♪ Makes no difference who you are ♪ Anything your heart desires will come to you ♪ If your heart is in your dreams ♪ No request is too extreme ♪ When you wish upon a star ♪ As dreamers do ♪
then backup singers began singing ♪ Fate is kind ♪ She brings to those who love ♪ The sweet fulfillment of their secret longing ♪ Ooh, ooh, ooh, ooh ♪
After the credits, it fades to black and fades back to the shot view of the counter, filled with books of titles, including on the front where a spot light shows is "Pinocchio", with on top, a small crickets, whose the one who sings its theme, with his top hat and suite cloths that he sported. The cricket name is Jiminy Cricket. The light raises up to him and the camera slowly zooms to him as Jiminy continues singing
Jiminy Cricket sang ♪ Like a boat out of the blue ♪ Fate steps in and sees you through ♪ When you wish upon a star ♪ Your dreams come true ♪ The camera shifts closer to him. he spoke to the audience "Pretty, huh? I'll bet a lot of you folks don't believe that... about a wish coming true... do you? Well, I didn't, either. Of course, I'm just a cricket singing my way from hearth to hearth, but let me tell you what made me change my mind." He slides down on the book. Then opens it and turned the page to begin the story. "One night a long time a--" the other pages begins to fall on him, until he stops them and uses the candle handle to avoid them from falling again. "pardon me. Wait till I fix this thing here. There. One night a long time ago, my travels took me to a quaint little village. It was a beautiful night. The stars were shining like diamonds high above the roofs of that sleepy old town. Pretty as a picture. As I wandered along the crooked streets, there wasn't a soul to be seen. The only sign of life was a lighted window in the shop of a woodcarver named Geppetto. So, I hopped over. It showed that he was hopping straight to Geppetto's "and looked in. It was a shame to see a nice, cheerful fire goin' to waste. So what do I do? I go in.  He went in from under the door. Then he said softly "I looked around. Of course, being in a strange place like that, I didn't know what to expect. A cricket can't be too careful, you know." He snuck to a fire then he said in his normal voice "Soon as I saw there was no one about, I made myself at home." he's walking straight to the fireplace and grab a nice hot coal to warmed up. "As I stood there warming my... myself, I took a look around. Well, sir, you never saw such a place... the most fantastic clocks you ever laid your eyes on, and all carved out of wood. And cute, little music boxes... each one a work of art. And shelf after shelf of toys and... and then something else caught my eye... a puppet. You know... one of those marionette things. All strings and joints. And I saw that there were also two little fox toys. Nice set of eyes and cute noses. Cute little fellas. Ding-ding! Goin' up!" He's tapping on his head "Good piece of wood, too.
Geppetto said "Well, now. It won't take much longer. Just a little more paint, and he's all finished. I think he'll be alright, don't you, Figaro?" He began humming. Jiminy jumped across the shelves but his umbrella opened then he landed on a shelf to hide behind a Music Box. Jiminy saw Geppetto painting the puppet. He leaned on a figurine then he saw what it was then he apologized.
Jiminy Cricket said "Beg pardon."
Geppetto said "See? That makes a big difference."
Jiminy Cricket said to a frowning king "Very good. Very, very g-- Well, you can't please everybody."
Geppetto said "Now I have just the name for you... Pinocchio! Do you like it, Figaro?" Figaro didn't like it "No? You do, don't you, Cleo?" Cleo didn't like it neither "Well, we'll leave it to little wooden head. Do you like it? " He made the puppet nod. He laughed. "That settles it! Pinocchio it is!" Then he looked at the foxes "Now, what to name you two. I know. Lucky and Lyra." He picked the puppets "Come on, now! We'll try you out. Music, Professor!" Jiminy hid under the music box. As Geppetto played it as the music played. Underneath Jiminy was getting hit with the cogs and gears. "Hey! Ow, ow, ow, ow! Take it easy, there! Break it up, will ya?" The key hit his hat off "Lot of downbeats in there." Jiminy saw Geppetto dancing with the puppets and singing. "Little wooden head, go play your part Being a little joy to every heart Little do you know, and yet it's true That I'm mighty proud of you Little wooden feet and best of all Little wooden seat in case you fall." Figaro dodged the puppets. Then he was about to smack Pinocchio's. "How graceful! My little wooden head." Jiminy was was listening to the music box then he heard Geppetto then began imitating a trombone player. Cleo saw Pinocchio  getting closer, then got scared. Geppetto spoke to Cleo. "Cleo, meet Pinocchio. Say, "How do you do?" Cleo is very delightful "Say hello to Figaro." Pinocchio petted him then Geppetto made lucky kick him. "Oops. Up to mischief already!" Figaro knocked the lucky puppet's luck to get tangled in the strings. "You see what happened?" Geppetto made the puppets go to Figaro making him fall down a step as the music stopped. Geppetto said "BOO!" Figaro jumped then hid down the steps. Geppetto laughed "Up we go! You're a cute little fellow. And that smile... You know, I-- You rascal."Figaro rubbed Geppetto's leg as his sock fell. He picked it up then held up Figaro "Jealous , huh? You know, Pinocchio, I think Figaro is jealous of you. Don't worry, Figaro. I--" The many clocks begin to chime and cuckoo let me know if you see any reference. "Uh oh. I wonder what time it is?" He checks his pocket watch, with two animated men sharing a toast of beer. Figaro yawned. Then Geppetto picked him up. "It's getting late. Come now. We go to bed. Good night, Pinocchio. Little funny face." Jiminy yawns. "Good night, Cleo, my little water baby." Cleo enjoyed the pets. Fiagro was about to jump down but was interrupted "Figaro? You say good night, too. Go on." Figaro licked the glass. As Cleo was happy. "Now, go to sleep, my little mermaid. Good night." Cleo got inside her castle and snuggled in. Jiminy Cricket yawns and settles onto the fingerboard of a violin. Jiminy said "This is my idea of comfort. Silent comfort." Jiminy took off his shoes then sighed in bliss. Geppetto smoked his pipe in bed. Figaro was asleep in his bed. Geppetto said "Look at him, Figaro." Figaro woke up and looked at them tiredly "They almost looks alive. Wouldn't it be nice if he was a real boy? And them real foxes? Oh, well. Come on. We go to sleep." He puts out the candle and pipe then they were about to sleep. "Ahh, Figaro? I forgot to open the window." Figaro climbed up the window and open it up then he put himself on the window sill. "Oh, Figaro, look! Look! A wishing star!" Jiminy looked up. Geppetto said to the star Starlight, star bright, first star I see tonight... I wish I may, I wish I might have the wish I make tonight. Figaro, you know what I wish?" Figaro yawns then shook his head no. "I wish that my little Pinocchio might be a real boy. Wouldn't that be nice? Just think! A real boy! And real foxes."
Jiminy Cricket yawned "A very lovely thought, but not at all practical."  Gepetto said "... a real... boy." He began snoring. Figaro was getting pets then saw that Geppetto was asleep then laid next to him then slept. Jiminy Cricket can't sleep because of the clocks' noise and Geppetto's loud snoring. Even Cleo is bubbling loudly in her sleep. That night when everyone was sound sleep the Blue Fairy comes down from her star. Jiminy Cricket shouted "Quiet!" the ticking and snoring stop. "After all, enough's enough." He goes to sleep at last, but is suddenly awaken, then wakes up. "Now what's up?" He sees a strange light, a brilliant glow which grows more dazzling every minute. It is the Wishing Star "Hey, what's going on here?" In the center of the glow appears a very beautiful woman with blonde hair dressed in robes of flowing blue. "As I live and breathe, a fairy! Mmm-mmm."
Blue Fairy said "Good Geppetto, you have given so much happiness to others. You deserve to have your wish come true. Little puppets made of pine wake" the wand touches Pinocchio, lucky and Lyra "The gift of life is tine" Pinocchio, lucky and Lyra comes to life. They blinked in confusion then they began to move.
Jiminy Cricket said "Whew! What they can't do these days."
Lucky blinked his eyes and raising his wooden arm "I can move!" He covered his mouth in shock. Lyra said "You can talk! I can walk!" She walks a bit and falls over tripping everyone.
Blue Fairy said "Yes Lyra, I've given you three life."
Pinocchio asked "Why?"
Blue Fairy replied "Because tonight, Geppetto wished for a real boy and real foxes."
Lucky asked "Are we a real boy and foxes?" Jiminy leaned over to the conversation.
Blue Fairy said "No, lucky. To make Geppetto's wish come true will be enterely up to you.
Pinocchio asked "Up to us?"
Blue Fairy replied "Prove yourself brave, truthful and unselfish, and someday you will be a real boy."
Pinocchio said "A real boy!"
Jiminy Cricket said "That won't be easy."
Blue Fairy said "You must learn to choose between right and wrong."
Lucky asked "Right... and wrong? " he looked at his hands "But how will I know?"
Jiminy Cricket:  said "How'll he know!"
Blue Fairy said "Your conscience will tell you."
Lyra asked "What is a conscience?"
Jiminy Cricket said "What are a conscience! I'll tell ya!" He floated down in front of them "A conscience is that still small voice people won't listen to. That's just the trouble with the world today."
Pinocchio asked "Are you out consciences?"
Jiminy Cricket asked "Who, me?"
Blue Fairy chuckled " Would you like to be their conscience?
Jiminy Cricket blushed "Well... uh, I, I--- Uh-huh."
Blue Fairy said "Very well! What is your name?"
Jiminy Cricket said "Oh, Cricket's the name. Jiminy Cricket." Blue Fairy said "Kneel, Mr. Cricket."
Jiminy Cricket said "Huh?" He kneeled "No tricks now."
Blue Fairy said " I dub you Pinocchio's conscience. Lord High Keeper of the Knowledge of Right and Wrong, Counselor in moments of temptation and guide along the straight and narrow path. Arise, Sir Jiminy Cricket." Jiminy Cricket said "Well! Ho-ho-ho! My, my!" When he rises his shabby old clothes are gone and he's clad in elegant raiment from head to foot "Mmm! Say, that's pretty swell. Gee... thanks! But... don't I get a badge or something?"
Blue Fairy said "We'll see."
Jiminy Cricket asked "You mean maybe I will?"
Blue Fairy replied "I shouldn't wander."
Jiminy Cricket asked "Make it a gold one?"
Blue Fairy said "Maybe. Now remember, Pinocchio, lucky, Lyra, be a good boy and foxes. And always let your conscience be your guide." She disappears.
Jiminy Cricket said "Goodbye Milady."
Pinocchio said "Goodbye!"