The fairy has grown old enough to be Pinocchio’s mother, rather than his sister. Pinocchio is happy to have a mother. The fairy says that she will transform Pinocchio into a real boy if he learns to be obedient, to study and work hard, and to always be truthful. Pinocchio agrees that he has improvements to make in these areas and vows to be better.

Pinocchio hopes that he will find Geppetto one day; the fairy believes that he will see him again.

The fairy tells Pinocchio that he must go to school and then learn a trade. Pinocchio reluctantly agrees.

The boys at school initially mock and tease Pinocchio for being a puppet, but they grow to respect him after he kicks one boy and elbows another. Pinocchio’s teacher and the fairy warn him not to be led astray by his more rebellious friends; he is sure that he won’t be.

One morning, the Terrible Shark is near the shore. Pinocchio wonders if it is the same one who ate his father; he agrees to skip school and go with the naughty children to look at it.