Pinocchio visits a carnival for the first time along with the other children where one of the attractions is a Mermaid named Melissa said to be able to breathe life into a piece of wood, thinking she'll be able to make him human he sneaks in to see her (as he doesn't have money left for a ticket) and she asks him to set her free. When the carnival leaves town he breaks open her tank as it passes over a river, allowing her to escape, Pinocchio then swims after her and helps her avoid being recaptured. After hearing how she was the Mermaid Princess and was captured by the Pirate Captain Patch when she broke her people's rule and swam near the surface during the day and was then stolen from Patch by the carnival owner Sneeroff (though he clearly has a different design from the usual Sneeroff), Pinocchio offers to escort her home in exchange for being turned into a human, though Melissa doesn't know how and instead promises to ask the Mermaid elder to do it. Once they arrive they see the Pirates have captured the other Mermaids who they plan to interrogate to find sunken treasures, they manage to make it to the Mermaid elder, but she cannot make him human and Melissa reveals that she lied to him so he would help her because she was afraid of being captured again. Distraught Pinocchio runs away where he encounters the Pirates,