|Series||The Grim Adventures of Billy & Mandy|
|Writer|| Tim McKeon
|Cartoon Network US Premiere||January 6, 2006|
|Paired with||Hill Billy|
Billy & Mandy Save Christmas
After Billy is swallowed by a whale he discovers that Pinocchio and his creator, Geppetto, are living inside the whale, Geppetto immediately takes a liking to Billy and decides to adopt him as his second son.
Pinocchio becomes jealous and repeatedly tries to eat his flesh like he had done earlier, Geppetto scolds him saying that he no longer considers him his son after he tried to eat Billy.
Pinocchio later encounters the Blue Fairy who in the original tale brought him to life to give him advice but seeing as he is bent on revenge decides to let him deal with it.
Pinocchio later asks Geppetto if he still cares about him Gepetto replies that he does but he likes Billy better. Later on he kidnaps Billy and ties him to a pole and lights a fire around him in an attempt to kill him.
Geppetto scolds him again the fire causes the whale to vomit them out, after escaping from the whale
Pinocchio decides to leave Geppetto and encounters Captain Deadwood a pirate captain who is entirely made of wood after the whale ate his body parts it appears that he is going to adopt him but they go their separate ways.
Billy tells Geppetto that he can't be his son because he has a real dad back at home leaving him lonely the whale tells him he could be his son and he climbs into the whale's mouth and they swim away.
- Story by: Tim McKeon and Alex Almaguer
- Storyboard by: Alex Almaguer
- Directed by: Juli Hashiguchi and Sue Perrotto
- Cod Commando makes a cameo appearance in this episode in the underwater musical segment where he can be seen holding a sign saying "Remember Me?", a likely reference to the cancellation of Evil Con Carne.
- This episode makes references to 2 Disney films; The Little Mermaid and Pinocchio.