The Guardian is a fan fiction based on the 1940 film, Pinocchio. It takes place in the Collodi village, about a man named Terence who finds the Disney character, Pinocchio, and takes him in as his own son. It almost follows the original movie, but has another plot.

The story is followed by a sequel, On the Wings of an Angel. Both stories are written by Mel Mather.


The story begins with a hooded figure walking through the quiet streets of Italy searching for a place to rest, while going through a terrible rainstorm. He sees it like a "town of the dead" because the streets are so quiet. Suddenly, he hears a voice crying through the rumble of thunder and goes to investigate. He finds a little wooden puppet weeping in an alley and a cricket trying to comfort him. The man comes into the area and asks the boy if everything is all right. The puppet cowers in fear as if the man is a monster of some sort. The man tries to comfort the child, telling him that he means no harm. Once the puppet is able to calm down, the figure kindly addresses himself as "Terence" and the puppet introduces himself as "Pinocchio".

Terence takes Pinocchio to an inn called "The Red Mount Inn" so that he and Jiminy Cricket, the boy's friend and conscience, can have a good meal and spend the night. During the meal, Terence tries unsuccessfully to get Pinocchio to tell him his story. Jiminy ultimately convinces Terence that Pinocchio is in no condition to tell him, and Terence, somewhat reluctantly, gives in. When they turn in for the night, Pinocchio begs Terence to not leave him alone. Terence agrees and stays close by the puppet's side every minute.

During the night, Pinocchio has a terrible dream involving his father, Geppetto. When Pinocchio wakes up, Terence asks him what's wrong, only to have Pinocchio throw himself into his arms and break down crying. Later, after Pinocchio grows calmer, Terence asks him again what his dream was about. Pinocchio cannot bring himself to tell Terence the truth, so he lies about his dream, resulting in his nose growing longer. In the end, Pinocchio admits his lies and his nose quickly resumes its normal size. Sensing how upset the child is, Terence decides to not push him. He holds Pinocchio quietly in his arms, and Pinocchio ends up crying himself back to sleep. When Terence asks Jiminy what all the trouble is, Jiminy tells him that it's for Pinocchio to tell, and no one else, though the cricket strongly implies that Pinocchio has been through much more than Terence realizes.

The next morning, things seem somewhat cheerier. Terence invites Pinocchio to have breakfast with him, and Pinocchio is comforted by his new friend's kindness. Slowly yet surely, Terence begins to gain the puppet's trust. During breakfast, a sinister-looking man known as Master Fabrizio, who is the owner of a prominent circus, secretly spies on them from a corner. Fabrizio's circus is not faring well, and Fabrizio is looking for ways that will prevent it from going under. When he sees Pinocchio, a living and breathing marionette, his interest is instantly perked.

After the meal is over, Terence asks Pinocchio what he would like to do that day. That's when Fabrizio intervenes. The man presents Terence and Pinocchio with a flyer advertising his circus (which, coincidentally enough, is putting on a show in that very town, that very night) and sweet-talks them into coming, with the promise of having the best seats reserved just for them. Terence decides that a circus will be good for Pinocchio's spirits, and Pinocchio agrees to the invitation, too. Jiminy, however, is suspicious of Fabrizio's true intentions, and rightfully so. When Jiminy tells Terence about it later, Terence realizes that perhaps Fabrizio did treat them a little too nicely, but he assures the cricket that nothing will happen to Pinocchio so long as he is around.

At the circus, they all have a wonderful time, and Pinocchio actually begins to enjoy himself. Towards the end of the show, Fabrizio requests the participation of a small boy from the audience. Every boy except Pinocchio wants to be chosen, but Fabrizio keeps his eye solely on the puppet and picks him out from the other children, much to their disappointment, and much to Pinocchio's surprise and chagrin.

Pinocchio's job is to help out a group of highly professional acrobats with their tricks. At first the tricks are harmless enough, but they quickly become increasingly wild and unsafe, until at last Pinocchio finds himself involved in a dangerous trapeze act. Terence realizes at last that sending Pinocchio into the ring was a serious mistake, and though he shouts for the act to be stopped, no one hears him, and Fabrizio stands by idly the entire time. The act ends with Pinocchio falling from a deadly height into an enormous vat of pie filling, reminiscent of Dumbo. He survives, but the laughter and the delight of the audience at his expense proves to be too much, and the boy flees the scene in tears. Fabrizio orders his guards to stop the boy, but they are unsuccessful. While the circus is in an uproar, Terence and Jiminy leap out of their seats and take off after Pinocchio.

Blinded by tears, as well as fear and humiliation, Pinocchio runs wherever his feet take him. He ends up at the docks, where the sea is rough, and due to the slippery deck and his own coat of pie filling, the puppet accidentally slips and takes a tumble into the water. He struggles to fight the strong current, wailing desperately for help. Fortunately, Terence catches up with him by that time. Without hesitation, Terence dives into the sea himself and rescues the puppet, risking his own life in the process. After he and Pinocchio are back on dry land, all Pinocchio can do is cry, and Terence holds him very tightly in a soggy embrace and weeps with him. When Pinocchio starts showing signs of a cold, Terence takes him back to the Red Mount Inn.

At the inn, while they slowly warm up, Terence apologizes to Pinocchio for what happened at the circus and pleads for forgiveness. He apologizes to Jiminy for not listening to him about Fabrizio, and Jiminy assures Terence he had no way of knowing what would happen. He also commends the man for putting his life in jeopardy in order to save Pinocchio's life. Terence admits that Pinocchio has become very dear to him...almost like a son. This makes Pinocchio break down all over again. While Terence soothes him, Pinocchio ends up saying that he wishes his father were there. Terence decides he has waited long enough and implores Pinocchio to tell him his whole story, right there and then. He tells Pinocchio it will do no good to keep quiet about it, that hiding it will only make him hurt worse. He assures the puppet that nothing he has to say will change the way he (Terence) feels about him. This gives Pinocchio enough courage to loosen his tongue and finally tell the tale.

The story that follows remains mostly faithful to the original movie, with Pinocchio heading off to school, being persuaded by Honest John and Gideon to take part in Stromboli's theater, being imprisoned by Stromboli and later set free. However, there is a twist: Geppetto, while searching for Pinocchio in the rain, becomes ill from prolonged exposure to the cold and dies after a brief yet intense bout of pneumonia. By the time Pinocchio makes it back home, Geppetto is long gone and his house is deserted. Pinocchio and Jiminy spend the next several days in the streets, with no shelter or food, or anyone they can turn to. One day, Pinocchio is hungry enough to try to steal a small piece of fruit from the market. Unfortunately, he is caught and frightened away from the scene, and a soldier comes after him. Pinocchio manages to lose the guard, but by that time it has begun to rain, so he and Jiminy take what little shelter they can in the alley until Terence finds them.

Terence, moved to pieces by Pinocchio's sad story, can only hug the puppet and allow him to cry while he quietly sheds tears himself. Pinocchio laments that his father's death is all his fault, but Terence convinces him otherwise. Terence helps the child see that what had happened to Geppetto was an accident, and that sometimes bad things just happen in life and no one is to blame. When Pinocchio wonders who will look after him, now that Geppetto is gone, Terence adopts him (and Jiminy) on the spot. Terence admits he's never had a son before, and that he's a bit of a loner himself, but he promises Pinocchio that he'll always be there for him, that he'll take care of him the best he can. Thrilled at the prospect, Pinocchio readily agrees to stay with Terence. Despite everything that had just happened, he suddenly feels better than he's had in the longest time. At one point, the puppet asks if Terence is an angel, since his father used to tell him that angels were everywhere and tended to show up in unexpected places at unexpected times. Terence is truly humbled that Pinocchio considers him a real angel, and makes a solemn vow to the boy that he'll never let anything happen to him.

Meanwhile, back at the circus, Fabrizio is having a private meeting with some of his employees. Among them are two clowns named Bernardo and Armando, a scrawny snake-charmer from India named Gahiji, a living giant from Africa named Fergal who works with fire, and a beautiful young woman named Arietta who specializes in the high-wire act. Only these five truly sympathize with Pinocchio, and they condemn Fabrizio and the others for risking the life of a poor, helpless child for the sake of entertainment. Fabrizio, who had wanted to see for himself how proficient Pinocchio was, tells his staff that the puppet is a golden opportunity for their company, and that they must find a way to get him back. When Fergal, Arietta, Gahiji, and the clowns object to the idea of kidnapping an innocent child, Fabrizio coldly informs them that what happens to Pinocchio is none of their concern, that they must focus solely on their work. He gives them a none-too-subtle reminder of what their lives had been like before they joined his circus, and what they might be like had it not been for him and his so-called "charity".

The next day, Fabrizio discovers Pinocchio with Terence and Jiminy in the marketplace, buying supplies before they set out for a new home. He resumes his sickly-sweet manner with them and congratulates Pinocchio for a splendid performance. Terence, who now sees Fabrizio for what he truly is, orders him to stay away from Pinocchio, and tells him that they'll have nothing to do with him ever again. He then leads Pinocchio away, telling the boy to act like Fabrizio's not even there, which Pinocchio is all too glad to do. Fabrizio, however, only smiles nastily, knowing that he has Terence and Pinocchio right where he wants them.

As Terence and Pinocchio pass by an alley, a gang of Fabrizio's men, who are all wearing masks to hide their identities, suddenly spring out of the shadows and attack them. A brutal fight ensues on the spot. While Terence tries to hold them off, he orders Pinocchio to run. One of the men grabs the puppet before he can escape; when Jiminy tries to intervene, he is inadvertently kicked and hurled against a brick wall, where he is instantly knocked out. Terence does not see this happen, but when he sees the trouble Pinocchio is in, he grabs the man who has hold of him, which allows Pinocchio to try to flee again. In the end, Terence is struck badly in the head with a heavy board. While the blow doesn't kill him, it knocks him out cold, and he crumples to the ground. Upon hearing the thud, Pinocchio stops and looks back. When he sees Terence's still body, the puppet is convinced that he's dead. Overcome with shock and grief, Pinocchio hardly realizes it when the men seize him again, and it is only when Fabrizio fires a gun to bring about silence and order that he is snapped back to reality. Fabrizio inspects Terence briefly, and when Terence does not respond in any way, Pinocchio is shattered. Fabrizio tells the puppet that he's coming with them, and that he won't give them any trouble. Pinocchio is too heartbroken about Terence to resist, so he goes with Fabrizio and the others without a fuss.

Much later, after night has fallen, Terence at last begins to regain his senses. Upon finding himself alone in the alley, he struggles to his feet and calls out for Pinocchio. When there is no answer, and Pinocchio is nowhere to be seen, Terence becomes frantic with worry. His cries for the puppet grow increasingly desperate. At one point, the young man discovers Jiminy lying on the ground at the base of a wall and immediately rushes over. He very gently scoops the unconscious cricket up and holds him tenderly in both hands. He tries to summon him, calling his name, begging him to say something. To his relief, Jiminy stirs and wakes up with an awful headache. When Terence asks him if he's all right, a reference is made to the original movie when Jiminy answers wryly, "Now I understand how the eight-ball feels when it's knocked into the corner pocket."

Meanwhile, it starts to rain. The way Terence and Jiminy search the area for Pinocchio is parallel to the way Geppetto searched for him. Though they look everywhere, all they can find is Pinocchio's hat, which is lying in a muddy puddle. Terence realizes that Pinocchio has been kidnapped, and he falls to the ground in despair.

In the days that follow, Pinocchio is held against his will in Fabrizio's circus. He is forced to work day and night, mainly with the clowns, with Fabrizio and most of his staff frequently abusing him. Bernardo, Armando, Gahiji, Arietta, and Fergal are the only friends Pinocchio has in that miserable place. They take pity on the puppet and try everything in their power to make his stay as comfortable as possible. When Fabrizio finally takes it too far, the five realize that they can't just stand around and let Fabrizio do this. They resolve to set Pinocchio free, not even caring about what may very well happen to them, knowing nothing could be worse than being under Fabrizio's thumb.

At the same time, Terence stretches himself to the limit to try to find Pinocchio. He and Jiminy try everything, but to no avail. Just when Terence is ready to give up, Jiminy discovers a poster for Fabrizio's circus. Pinocchio is included in the picture, and the ad mentions a marionette clown as the main star, which is all the proof Terence and Jiminy need. Terence is filled with love and longing, and blames himself for the whole mess. Jiminy tells Terence it's not his fault. Terence disagrees, claiming he should have been more responsible for Pinocchio, that he made a promise he would never let anything happen to the boy. Jiminy comments that that's a funny thing to promise. The cricket's speech reflects the one that Terence gave to Pinocchio earlier, saying that it is often no one's particular fault when things go wrong. Jiminy assures Terence that they will get Pinocchio back, that, as he puts it: "Fabrizio may have won the battle, but the war is not over yet." Terence receives new strength from Jiminy's words, and staunchly resolves to do whatever it takes to save Pinocchio.

That very night, while the circus is in full swing, Terence and Jiminy sneak into the grounds, taking care to stay hidden. Terence devises a plan on how he will get Pinocchio out of there: he will disguise himself and take part in one of the acts, and when the time is right, he will grab Pinocchio and take his leave with no one the wiser. He is overheard by some of Fabrizio's staff; luckily, though, it is only Armando, Bernardo, Arietta, Gahiji, and Fergal, who are on his side. Armando tells Terence that if he's going to fool Fabrizio, he will need a good costume. He convinces the young man to take his place. Bernardo assures Terence that he'll take care of everything, that all he (Terence) has to do is play along. So Terence puts on Armando's clown suit and allows his face to be painted. When the disguise is complete, Jiminy is very impressed at the transformation, and admits that even he hardly recognized Terence. This greatly heartens Terence; if he can fool Jiminy, fooling Fabrizio ought to be little trouble.

For a time, the rescue plan is relatively smooth sailing, and Terence does manage to get away with Pinocchio. When they are alone (or so they think), Terence takes a moment to let Pinocchio know it's really him. Pinocchio is considerably shocked at first, but when he's finally convinced, he and Terence share an intensely emotional reunion. Pinocchio is overjoyed that Terence and Jiminy are alive after all, and Terence begs Pinocchio to forgive him for all he'd put him through. In addition to his joy, Pinocchio is astounded that Terence would willingly go to all this trouble for his sake; this proves that Terence must truly love him.

Unfortunately, trouble arises: Fabrizio and his gang intercept them before they can make a complete getaway. Arietta, Fergal, Gahiji, and the clowns step forward, putting their feet down at last and telling Fabrizio to his face that they are through with him and his circus, and that he should let Pinocchio and Terence go if he knew what was good for him. Driven nearly to insanity with rage, Fabrizio takes out his gun and threatens them all with it. He shoots at Terence first, who just barely manages to get out of the way.

Pandemonium breaks loose. The audience, upon hearing the gunshots, form a stampede as they rush to get out of there. Meantime, Fabrizio's employees fight fiercely with one another, while Fabrizio stays focused on Terence and Pinocchio. Terence and Pinocchio try to flee while at the same time trying to avoid getting shot. At one point, Terence is struck; though his injury is not fatal, it definitely slows him down. Just as Fabrizio is about to finish Terence off once and for all, Arietta intervenes, which gives Terence and Pinocchio just enough time to hide.

As Fabrizio searches for them, Terence tells Pinocchio to stay hidden while he goes after Fabrizio himself. Knowing there's a very likely chance he will not survive, the young man takes a moment to let Pinocchio know that he loves him, and he proves it with a kiss. He then follows Fabrizio. When the time is just right, Terence manages to take his opponent by surprise. When the gun finds its way into Terence's hands, Fabrizio is startled at first, but then he actually smiles. He taunts Terence to go ahead and pull the trigger. Though Terence does have the perfect opportunity to shoot Fabrizio, to end it all there and then, he simply does not possess the heart to kill. As a result, he throws the gun away.

But Fabrizio, who is not about to back down that easily, resorts to fighting Terence with his own bare hands. Pinocchio and Jiminy watch in horror as Terence is mercilessly beaten. At one point, when Fabrizio tells Terence that Pinocchio belongs to him, and that he promises to "take good care of the kid", something in Pinocchio snaps. Ignoring Jiminy's warnings, the puppet rushes into the fray and takes on Fabrizio himself. He gets Fabrizio to chase him instead, leaving Terence alone. Terence, in spite of his injuries, somehow finds the strength to get up and go after Fabrizio once more.

Ultimately, all three of them find themselves on the high wire. Just when Fabrizio is about to finish Terence and Pinocchio off once and for all, their weight proves to be too much for the thin wire, and the mechanism at one end that holds the wire taut breaks right off. Terence survives by hanging onto the wire as it sways to and fro, but Fabrizio plummets to his, tragically, does Pinocchio.

Later, that same night, Pinocchio's body rests on his bed at the Red Mount Inn, while Terence and Jiminy keep watch over him. Just like Geppetto in the original movie, Terence deeply mourns Pinocchio's loss. He whispers to the lifeless puppet, knowing he'll never get an answer, and weeps bitterly. Yet while the young man and cricket grieve, Pinocchio is resurrected by the Blue Fairy, and at the same time becomes a boy of flesh and blood. When Terence, Jiminy, and all the others from the circus realize that he is alive and a real boy, they are overjoyed and have a celebration, right there in the inn.

During the festivities, Pinocchio slips outside for a moment to be alone. Terence follows him. The two sit quietly together (with Jiminy joining them later); at length, Pinocchio confesses to Terence that he saw his father, in some form. Geppetto promised his son that he would always be with him, then the Blue Fairy appeared and told Pinocchio that he had proven himself, that he deserved a second chance at life. The last thing Pinocchio remembered was Geppetto telling him that he loved him, and that's when the boy woke up. Terence believes him. Unable to help himself, Pinocchio asks Terence why he was always so kind to him, why he would trouble himself with a wooden puppet whom he'd never even met before. Terence answers that he didn't have the heart to leave Pinocchio the way he was; he knew Pinocchio needed him, and he could sympathize with him, since he knew perfectly well what it was like to be alone in the world. The young man admits that, perhaps, in a way, he needed Pinocchio, too.

As they sit there, savoring one another's company, a faint mew is heard nearby. Pinocchio follows that sound, which leads him to a dark, narrow alley littered with garbage. There, he discovers his pet cat, Figaro. Naturally, he is overjoyed to see his beloved pet again. Figaro is just as happy to see him too, once he recognizes the boy. Terence is moved to see the poor state Figaro is in. He promises the little cat that he's safe with them, and Figaro grows to trust him.

Jiminy thanks the Blue Fairy for everything, and is rewarded with his special gold badge marking him as an official conscience. The story, like the movie, ends with everyone gazing up at the shining star one last time and Jiminy saying, "Oh, I think it's swell."