While they talk to each other, Pinocchio says, "Life would be great if kids were more like us", sparking an idea in Scamboli's diabolical brain. With the true opening of Scamboland, he makes Pinocchio into an attraction, but when Geppetto gets word of this, he tries to convince him to come home. While Pinocchio performs at a concert, Scamboli kidnaps Geppetto. Afterward, all the children board a roller coaster ride called "A Whale of a Change", which transforms all of them into "Scambobots". Meanwhile, Pinocchio gives Marlene her medal back and befriends her, and they spend the night together at Marlene's private garden. As they awaken the next morning, Marlene is crestfallen to find that Scambobots have destroyed her garden. Hearing Pinocchio laughing at her dismay, she gives the medal to him and revokes her vow of friendship. But Pinocchio, realizing that he had accidentally helped Scamboli, leaves to find his Dad. He returns home, but finds that his father isn't there, but Spencer is. He tells Pinocchio that he went off to get him, so they head off to find him, only to find Scamboli turned Geppetto into a robot to kill Pinocchio. After Spencer blinds Scamboli with his camera and steals the remote that controls Geppetto and the other Scanbobots, Pinocchio and Spencer hide out in the "Tunnel of Danger" ride, where Scamboli manages to trap them. Marlene arrives and helps Pinocchio to avoid the tunnel's many dangers. However, Scamboli incapacitates Marlene, so he can kill Pinocchio with a laser gun. Pinocchio uses the medal to shield himself from the laser, causing the beam to reflect back at Scamboli and destroy his weapon. Meanwhile, Cabby accidentally gave Geppetto the remote that controls all Scambobots, getting them fired. Geppetto then commands the robots to get Scamboli. Scamboli attempts to escape in Cabby's shuttle, but is caught by a Scambocop. It tosses Scamboli inside a shuttle and flies down to the Whale ride. Pinocchio, Geppetto, Marlene and Spencer go to turn the robots back into children. Soon it's Geppetto's turn, but Scamboli presses a button to stop the machines.