This cute softcore burlesque is worth seeing for the cast alone. Director Corey Allen (Avalanche!) takes a rowdy, Benny Hill-type music hall approach to the comedy, which isn't to everyone's taste, but has its moments. The plot concerns lonely young Gepetta who carves herself a partner out of wood. Pinocchio is given life by a Fairy Godmother, but told to use it wisely. Being naïve, he falls under the influence of a greedy bordello-owner named JoJo, who exploits Pinocchio's prodigous stamina with live sex shows. Not heeding his Fairy Godmother's warning has bad consequences, and it's not his nose that grows. Ilsa, She Wolf of the S.S. star Dyanne Thorne makes a great Fairy Godmother, and a running joke has her accidentally making her own clothes disappear each time she waves her magic wand. Alex Roman is funny and charming as Pinocchio, although by the end of the film -- when he's wandering around with a five-foot-long blanket-covered organ in a baby carriage -- one gets the feeling that he will never work again. Rat-faced Eduardo Ranez is great as the smarmy JoJo, and later turned up in Cafe Flesh. It is Ranez' dedication to the material which results in the film being -- aside from the sex -- a surprisingly faithful reading of Carlo Collodi's original tale. As Gepetta, pretty skinflick veteran Monica Gayle doesn't have much to do except pout and look good naked, but sexpo regulars Vincene Wallace and Debbie Osborne are here, too, and the fabulously busty Uschi Digart (Beneath the Valley of the Ultravixens) does a lesbian scene with a dubbed-in male voice. Cult film buffs may wonder just what in the world Carolyn Brandt is doing in this movie, sitting around watching Pinocchio's "act," until they realize that the cinematographer was none other than Brandt's Svengali, the inimitable Ray Dennis Steckler.