David and Teddy are captured by a Flesh Fair, where obsolete Mecha are destroyed before jeering crowds. David is nearly destroyed himself and pleads for his life. The audience, deceived by David's realistic nature, revolts and allows David to escape alongside Gigolo Joe, a male prostitute Mecha on the run from authorities after being framed for murder. David, Teddy and Joe go to the decadent resort town of Rouge City, where "Dr. Know", a holographic answer engine, directs them to the top of Rockefeller Center in the flooded ruins of Manhattan and has also provided fairy tale information interpreted by David as suggesting that a Blue Fairy has the power to help him. Above the ruins of Manhattan, David meets Professor Hobby, his creator, who tells him that their meeting demonstrates David's ability to love and desire. David finds many copies of himself, including a female variant Darlene, boxed and ready to be shipped. Disheartened by his lost sense of individuality, David attempts suicide by falling from a skyscraper into the ocean. While underwater, David catches sight of a figure resembling the Blue Fairy before Joe rescues him in an amphibious aircraft. Before David can explain, Joe is captured via electromagnet by authorities. David and Teddy take control of the aircraft to see the Fairy, which turns out to be a statue from an attraction on Coney Island. The two become trapped when the Wonder Wheel falls on their vehicle. Believing the Blue Fairy to be real, David asks the statue to turn him into a real boy, and repeats this request until his internal power source is depleted.