George is a very successful stand up comedian who learns that he has an untreatable blood disorder and is given less than a year to live. Ira is a struggling up-and-coming stand up comedian who works at a deli and has yet to figure out his onstage persona. One night, these two perform at the same club and George takes notice of Ira. George hires Ira to be his semi-personal assistant as well as his friend.

Jiminy Cricket, a vagabond insect, spends a rainy night at the shop of toymaker Geppetto. The Blue Fairy brings a marionette to life after Geppetto wishes on a star for a son, and Jiminy Cricket is appointed the new boy's conscience. He has a devil of a time keeping up as Pinocchio is willingly lured through various forms of temptation, the most frightening of which leads him to Pleasure Island, where he drinks, smokes, and is almost turned into a jackass.