Geppetto punishes Pinocchio for bad behavior by changing him back into a puppet. While he is watching television, Pinocchio learns of a contest to capture Astro, a spaceborne flying whale who swallows rockets. Nurtle the Turtle, from the planet of Twurtle Dum Twurtle Dee, accidentally lands his spaceship on Earth, and he invites Pinocchio to accompany him on a flight into outer space. On the trip the two discover a lost city and are attacked by giant crabs before they run into Astro, the menacing whale. Astro swallows Pinocchio and Nurtle, but they extricate themselves and lead the whale back to Earth. There Pinocchio, now a hero, is turned back into a boy by the Blue Fairy.