Rayman Legends Adventures in Pinocchio/Script

One night, a long time ago, there was a quaint little village. It was a beautiful night. The stars were shining like diamonds high above the roofs of that sleepy old town. Pretty as a picture. If you wandered along the crooked streets, you could see that there wasn't a soul to be seen. The only sign of life was a lighted window in the shop of a woodcarver named Geppetto. Then, I jumped over....and looked in. It was a disgrace to see a nice, cheerful fire going to waste. Then what have I done? I go in. I looked around. Of course, being in a strange place like that, I didn't know what to expect. A cricket can't be too careful, you know. Soon as I saw there was no one about, I made myself at home. As I stood there warming myself, I took a look around. Well, sir, you never saw such a place. The most fantastic clocks you ever laid your eyes on, and all carved out of wood. And cute, little music boxes......each one a work of art. And shelf after shelf of toys and...and then something else caught my eye...a puppet. You know, one of these marionette facts. All strings and joints.

Taking a closer look at the puppet, I gave three knocks on its head.

"Good piece of wood as well," I complimented.

I rolled my eyes with a grin until...

"Well, now."

A voice from upstairs caused me to turn around in fright.

From the stairs, two individuals appeared. One was a cute little tuxedo kitten with more fur along the chest. The second, an elderly man with white hair, a mustache and glasses. He wore a light blue shirt, a red vest, black pants with gray stockings and brown shoes.

"Where do you think you're going," the old man asked.

The cat responded with a meow.

"Just a little more paint and it's all over."

The man, Geppetto, carried a cup of paint and a brush in his hands while approaching the puppet.

"I think he'll be fine. Isn't it, Figaro?"

The kitten, Figaro, responded once again with a purr.

Soon, Geppetto started to sing a tune while painting eyebrows on the puppet. I watched closely, though I almost fell off the shelf before using my umbrella. Geppetto swirled his brush in a cup of water next to a bowl with a goldfish inside and caught some other paint from another cup. Figaro tried to hit the brush playfully.

I watched Geppetto carefully paint a beautiful grin on the puppet's face.

"You see," the old woodcarver said, "that makes a big difference."

Figaro and the goldfish grinned at the woodcarver's masterpiece. Even I was impressed.

"Very good," I replied, "very, very goo---"

I stopped as I saw the frustrated face of a cup shaped like the head of a king. I looked frustratedly at it, before facing the puppet.

"Well, I can't believe it. Never mind," I said to myself, returning a furious frown to the head.

Meanwhile, Geppetto placed his brush on the table and admired his creation with pride.

"Now, I have just the name for you: Pinocchio! Do you like it, Figaro," the old man asked the cat.

The little kitten thought for a moment, before shaking its head to Geppetto's disappointment.

"No? You do, don't you, Cleo," he asked his goldfish.

Unfortunately, the fish gave the same reaction as Figaro. Then the old man pointed toward the puppet.

"Well, we're going to let that go down the drain. Do you write on it?"

As a result, he pulled the string which made the puppet nod his head. Geppetto laughed at his own amusement.

"Well, that's it! Pinocchio, that is!"

I nodded in agreement.

"C'mon now, we'll try you out," Geppetto said, catching the puppet, "music, professor!"

The old man pushed the button on a box with four people; a conductor, a thin man with a mustache playing a violin, a poorly man with a mustache playing an accordion and a thinly man that held a sheet of music. The conductor readied the musicians and together they played beautiful music, while the man with the sheet music appeared to whistle. While Geppetto was busy, I stretched out.

"Hey! Uh...ouch, ouch, ouch!  Calm down there!  Take a break, will you?  Lot of highlights in there."

I almost said something as Geppetto's singing interrupted me. He was making the puppet move with the aid of the strings attached to it. Figaro, cutely, followed him while he sang.

The kitten curiously moved closer to the puppet until Geppetto made it fall on its behind. Figaro swiftly hid behind his owner's leg. He was about to hit the puppet, but stopped.

"Oh-ho! How gracious," Geppetto laughed before he sang further.

I swayed my head to the tune, while I took a closer look at the music box that was playing. I stared at the man that was whistling until he heard Geppetto coming closer. The cricket tried to act like a ballerina doing pirouettes, but the woodcarver was too busy with his puppet. I stopped acting and watched the puppet spinning around.

The goldfish, Cleo, was a little confused as the puppet approached her bowl, making silly faces in the process.

"Cleo, meet Pinocchio," Geppetto introduced, tipping the puppet's hat, "say 'how do you do'?"

Cleo, a bit flattered, swam in a tiny circle. Figaro was licking his paw while Geppetto introduced the puppet to him.

"Say hello to Figaro."

Geppetto made the puppet stroke the kitten, which Figaro enjoyed until Geppetto pulled a string to make the puppet kick the kitten's behind playfully.

"Oops! Oh-ho-ho!  Until you already do some nonsense."

The kitten hit the puppet's shoe, making it hit his head and it got tangled. Geppetto fixed it in no time.

"You see what just happened," Geppetto asked.

Then he made the puppet land on all fours. The kitten, very watchful, walked backwards as the puppet crawled closer. On the last note, Figaro incidentally tripped from the staircase. Figaro slowly peeked his head until Geppetto made the puppet say 'Boo', frightening the little cat back.

Geppetto laughed at his little joke, as he picked up the puppet treating it like his own child.

"Alright, here we go! Ahh...you're a cute little guy.  How about that grin?  You know, I-"

As the old man rambled, Figaro meowed and rubbed against his leg, making his sock drop down. The cat meowed louder for attention. Geppetto pulled his sock to his leg again and lifted his kitten by the scruff.

"You rascal. Jealous, right?"

Geppetto brought the kitten close to his puppet.

"You know, Pinocchio, I think Figaro is jealous of you."

Being a little whippersnapper, Figaro tried to hit Pinocchio again, but failed. Geppetto placed both Pinocchio and Figaro on his worktable, stroking the kitten along its back to calm it down.

"Oh-ho, don't worry, Figaro. I'll continue"

But before Geppetto could finish, a tiny bell sound interrupted him.

"Whoops."

The woodcarver faced his direction and saw the clocks making noise at the stroke of nine, one-by-one. It was as if they made music together. There was one with two ducks diving and reappearing from a pond, another shaped like a sunflower with a bee coming out. A cuckoo had three hatchlings and another with a man trying to chop the head off a turkey to no avail. A hunter tried to shoot a bird with a popgun, but also failed. A drunken man appeared from a window, making funny hiccup noises while a mother spanked her child for breaking a few jars of jam. All this went ahead as Geppetto reached in his pocket to check his watch.

"I wonder what time that is."

Geppetto's watch had two men clinking their glasses to each other. It showed the same time.

"It's getting late," Geppetto replied.

He placed his watch back in his pocket. Figaro began to yawn as Geppetto picked him up.

"C'mon now. We're going to bed."

The woodcarver began to yawn, as he playfully touched the puppet's nose.

"Good night, Pinocchio. Little grimace."

Geppetto placed Figaro next to Cleo.

"Goodnight, Cleo," he replied, "my little water baby."

Geppetto stroked the goldfish along her back, but her belly which soothed her. Figaro was about to land on the ground as Geppetto stopped him.

"Figaro, you say good night as well."

The kitten turned and frowned at the goldfish, but Cleo let him give her a kiss. The kitten faced his owner.

"Go ahead," Geppetto ushered.

Against his will, Figaro licked the fishbowl and Cleo herself was very flattered. She happily swam in a little circle.

"Now go to sleep, my little mermaid. Good night."

Then Cleo swam to her castle to sleep, beginning to snore.

Meanwhile, Geppetto puffed his pipe before going to sleep while Figaro slept peacefully in his own bed with a pillow, blanket and everything.

"This is my idea of comfort," Jiminy said, "solid comfort."

Geppetto took another look at his precious puppet, chuckling a little.

"Look at him, Figaro."

Figaro slowly awakened and eyed the puppet.

"He looks almost alive," Geppetto replied.

Figaro grinned at his owner and yawned. He was about to go back to sleep as Geppetto spoke further.

"Would it be weird if I made a suggestion?"

Geppetto pondered about the idea, before he put his pipe away and extinguished the flame of his candle.

"Oh, well. C'mon.  We're going to sleep."

The old man and Figaro tucked themselves in for the night. Figaro slept peacefully until Geppetto spoke again.

"Ah, Figaro."

The kitten awakened, frowning at his owner.

"I forgot to open the window," the woodcarver said, pointing to the window.

Figaro pushed his sheets off and climbed out of his bed, jumping on his owner's. Figaro jumped toward the windowsill, opening the window with his tiny paws. The light from the stars peered into the room. The kitten pushed the window further until he hung on the window itself. Fortunately, the little cat used his hind legs to catch the windowsill, using his front legs to get closer until he was safe. Suddenly, Geppetto was pointing to something.

"Oh, Figaro! Look, look!  The wishing star!"

As Jiminy heard this, he immediately looked out the window while Geppetto held his hands together.

"Star light, star bright, the first star I'll see tonight," the woodcarver prayed, "I wish I could, I wish I had a wish that I'll fulfill tonight."

Figaro was yawning as Geppetto interrupted him.

"Figaro, do you know what I wished?"

Figaro shook his head in response. Jiminy pricked up his ear and listened very carefully.

"I wish my little Pinocchio was a real boy," Geppetto said.

Geppetto tucked himself in, as Figaro jumped on his bed.

"Wouldn't it be nice? Just think!  A real boy!"

Geppetto stroked Figaro on his back, which he enjoyed very much.

"A very beautiful thought," Jiminy nodded, "but not at all practical."

Jiminy thought for a moment as he went back to sleep. He watched Geppetto stroke his cat until he couldn't stay awake.

"A real...boy..."

Instead of returning to his own bed, Figaro decided to sleep with his owner. He crawled under the covers and made himself comfortable.

A half an hour went past, but suddenly, Jiminy's eyes slowly opened. He couldn't sleep with the clocks ticking and all the pendulums swinging at once. He tried to close his eyes deeply until a loud ticking noise awakened him.

A clock shaped like an owl ticked, swinging its eyes left to right. Jiminy did the same with his eyes. Two other clock's pendulums swayed side-to-side, Jiminy doing the same with his eyes. Two other clocks' pendulums swayed randomly, Jiminy doing the same until he got dizzy. As he shook his head, it was clear Jiminy was not amused. Another sound drew his attention, he searched until he saw it was an hourglass dropping sand, piece by piece.

Frustrated, Jiminy drew the hat over his head to shield himself from the noise. But it only got worse as loud snoring was heard. He peeked the hat down and saw Geppetto making funny noises while blowing his hair. Even Cleo snored louder...and louder...and louder...

That did it. Jiminy gritted his teeth, inhaled some air through his nose and...

"SILENCE," he yelled, upset.

Even the clocks stopped ticking, just the fashion he wanted.

"After all...enough in the end."

He was about to go back to sleep, as a strange light came from nowhere. Jiminy opened his eyes again, saw his shadow on the wall and looked around.

"Now what?"

A small ball of light merged toward the window, filling the room with light. The brightness stirred the cricket awake and he saw the light.

"Hey, what's going on here," Jiminy asked.

Suddenly, the ball of light took form. Not into something hideous and dangerous, but something...beautiful. It looked like a woman, with transparent wings on her back. She had blonde hair and a glittery blue dress. She also carried what looked like a wand. Jiminy was fully in awe at the sight.

"If I live and breathe.....a fairy," Jiminy said, "uh-huh!"

The strange creature beckoned toward the bed, speaking with a lovely voice to the sleeping Geppetto.

"Good Geppetto, you have given so much happiness to each other. You deserve to make your wish come true."

The female creature saw the puppet, and lightly tapped it with her wand.

"Little doll made of pine, wake up. The gift of life is yours."

The puppet began to glow until it stopped and to Jiminy's surprise, the eyes began to open and close. The puppet stirred while rubbing his eyes.

"Phew," Jiminy sighed, "which they can't do right now."

The puppet looked around in wonder, eventually facing his hands. He waved them and another surprise came to Jiminy.

"I can move!"

The puppet swiftly covered his mouth, surprised by his own voice.

"I can speak!"

The female creature chuckled, while Jiminy was wide-eyed. Soon the puppet stood on his own two feet.

"I can walk!"

But the puppet stumbled and fell on his behind, grinning at the person who brought him to life.

"Yes, Pinocchio," the creature said, "I gave you life."

"Why," Pinocchio asked.

"Because that night, Geppetto dreamed of a real boy."

"Am I a real boy?"

"No, Pinocchio," the creature responded, "it's up to you to fulfill Geppetto's dreams."

"Up for me," Pinocchio asked.

"Prove that you are brave, truthful and unselfish, and one day you'll be a real boy," the creature said.

"A real boy," Pinocchio said, emotionally.

"That'll be easy," Jiminy replied.

"You must learn to choose between right and wrong," the creature spoke further.

"Right and wrong," Pinocchio asked, looking at his hands, "but what have I done?"

"How will he know," Jiminy said.

"Your conscience will warn you," the creature said.

"What's a conscience," Pinocchio asked.

"What conscience," Jiminy asked.

Eventually, Jiminy could take no more of this and approached the creature and Pinocchio before he could say anything.

"I'll warn you!"

It was a cricket with raggedy clothes and an umbrella. Pinocchio grinned as he saw the cricket, who caught a box with matches to stand on.

"A conscience is that he yet didn't listen to a small voice," the cricket said, "it's just damage with the world today."

"Are you my conscience," the puppet interrupted.

"Who, me," the cricket asked, pointing to himself.

The fairy chuckled lightly and leaned toward the cricket, who faced her.

"Would you like to be Pinocchio's conscience," she asked, batting her eyelashes.

The cricket was very flustered because of the fairy's beauty, as he tucked his scarf.

"Well, w-uh, I-I-uh-ohh...uh-huh."

The cricket's face was red as a tomato.

"Alright," the fairy chuckled, "what's your name?"

"Uh, oh, uh...Cricket's the name," the cricket tipped his hat, bowing to the fairy, "Jiminy Cricket."

The fairy chuckled at the cricket's funny behavior.

"Kneel down, Mr. Cricket," the fairy instructed Jiminy.

"What," the Cricket said.

But without further questions, the cricket knelt.

"No tricks now."

The Blue Fairy raised her wand, lightly tapping the cricket.

"I dub you Pinocchio's conscience, lord high warder of the knowledge about the right and briefs, advisers in moments and temptations and guide along a simple and narrow path."

As the glow faded, Jiminy's ragged clothes transformed into fine attire.

"Occurred Sir Jiminy Cricket," the fairy said.

The Cricket examined his new fancy clothes with joy. Even the crooked handle of his umbrella shone, like it was made of gold.

"Well! Oh-ho-ho!  My, my!  Mmm...say, that's pretty cool."

"Well, Jiminy, you tried to sell me a lemon roasted fish," the Blue Fairy replied.

"Sheesh...thanks," Jiminy said, "but, uh...won't I get a badge or something?"

"Well, we'll see," the fairy said.

"You mean, perhaps so," Jiminy asked.

"I shouldn't be wandering."

"Make it gold?"

"Perhaps," the fairy nodded, facing the cricket.

The fairy brought her attention to Pinocchio.

"Now remember, Pinocchio, be a good boy and always let your conscience guide you."

And in a flash of light, the blue fairy disappeared.

"Goodbye, lady," Jiminy tipped his hat.

"Farewell," Pinocchio waved.

Pinocchio spotted the little fella admiring his reflection on a bottle. He hummed a little tune while checking out his new look.

"Not bad, I say," the cricket said.

Soon he saw the reflection of the puppet.

"Oh, yes. Ho-ho-ho.  I almost forgot about you."

Soon the Cricket cleared his throat before giving his complete attention to the puppet.

"Well, Pinoke. Perhaps you and I better speak honestly."

"Why," Pinocchio asked.

"You want to be a real boy, right," Jiminy asked.

"Uh-huh," Pinocchio nodded.

"Alright," the cricket nodded, before facing the puppet, "sit down, son."

Pinocchio sat down with one hard thud, as Jiminy sat down.

"Now you see, the world is complete with temptations," Jiminy explained.

"Temptations," Pinocchio asked.

"Yes. Temptations," Jiminy said, "these are bad facts that seem right at the moment. But, um...even though good facts can feel bad sometimes, uh...sometimes...bad things can be good at the wrong time or one another."

Jiminy tried to explain the subject as best as possible, though the puppet was clearly confused.

"Well, Jiminy, you tried to sell me a stolen yellow cake," Pinocchio replied.

Jiminy chuckled hesitantly while finishing his explanation about temptations, clearing his throat.

"Understand," he asked the boy.

The puppet opened his mouth. Jiminy thought he'd say "yes", until he shook his head.

"Uh-uh."

The response was different than what they thought, except Jiminy faced the ground in defeat.

"But I'll do well," Pinocchio added.

"Good work, Pinoke, and I'll help you," Jiminy said, jumping on Pinocchio's shoes, "and if you need me, you know, just whistle...like that."

Jiminy whistled to give a presentation.

"Like this," Pinocchio asked.

He tried to whistle as well, but seemed to only blow air instead.

"No, no. Try it again, Pinoke."

"Like this?"

The puppet tried again with the same result.

"No, son," Jiminy said, "now, listen."

Jiminy whistled three times. Pinocchio tried again. The first two tries failed, but the third was a success.

"That's it," Jiminy said, "c'mon, now, let's sing it!"

Sure enough, the cricket began to dance and sing.

He took his hat at one point, whistled inside and closed the hat with his hand. Ending the first verse, he opened his hat and it whistled back.

Pinocchio did the same with his hat. But Pinocchio's.....it failed. He looked in his hat confused, shaking it a little.

Jiminy blew inside some kind of bottle.

"Jiminy Cricket," Pinocchio asked.

"Perfect!"

Jiminy slid on the violin strings for effect.

Suddenly, the violin string snapped and hit Jiminy. He marched forward, using his umbrella like a trumpet. He looked inside a pipe and made funny noises. He let himself fall backwards on purpose. Fortunately, he landed on a saw and used it like a trampoline. With one last jump, he landed past a cuckoo clock. He tapped his shoes, but changed the long moment hand to "Half-Past Ten" and gave a few knocks on one of the two doors. Out appeared a man, woman, cow and young girl ringing bells. Jiminy danced in front as if leading a parade.

At that moment, the cricket tipped his hat to the beautiful girl and as he saw her look at him, he followed her.

The door closed and hit Jiminy comically. Pinocchio sang the last verse, while dancing and wiggling his finger.

But the puppet didn't see where he was walking, stumbling onto a few pots.

"Be careful, Pinoke," Jiminy yelled.

It's too late since the puppet fell to the ground, dropping items from the worktable. All the noise awakened Geppetto and Figaro. Even Cleo was shocked, while Jiminy ducked behind some books.

"Who's there," Geppetto asked.

"It's me," Pinocchio called out.

"Oh, it's me," Geppetto yawned.

The old man was about to go to sleep, but swiftly awakened.

"What?"

He looked around, silencing his cat.

"Csendes, Figaro. There's someone in here."

Figaro swiftly jumped behind a pillow.

Jiminy peered behind the books, watching the old man light his candle and catch a very strange weapon; a flintlock gun. Slowly, Geppetto looked around for the intruder, his cat joined in the search. The old man shivered in fear, slowly walking through the shop. Suddenly, Figaro gave a frightened meow, making the old man jump. He turned to his cat, silencing him again.

"Csendes! Watch out now, Figaro.  He can jump on us at any moment."

Geppetto looked around while the little kitten tried to stay close to his owner, walking between his legs. The next few steps brought them toward the worktable, very close to Pinocchio. The old man and the kitten didn't even notice him. Jiminy tried to hold his laugh as the old man looked around.

"He's here somewhere," Geppetto said.

Then Pinocchio tapped Figaro with one finger.

"Here I am!"

The kitten jumped in fright and Geppetto incidentally fired his gun in the air. The shot almost hit Jiminy on the shelves.

"AYEYEYEYEYEYOW!!"

The shot caused all the clocks to shake and make noise. After a few seconds, the clocks ceased. Geppetto sat on the ground, looking around. His nightcap moved slightly, revealing Figaro hiding underneath it. Then they saw Pinocchio on the ground.

The kitten approached him with a small meow, as Geppetto picked him up.

"Oh...Pinocchio," the woodcarver sighed.

He placed his candle on the worktable, placing the puppet on the table.

"How did you get down here?"

"I fell down," Pinocchio responded.

"Oh, you did so."

Geppetto was adjusting the puppet's hat and bow tie as he backed off in surprise.

"Oh! You're speaking!"

"Uh-huh," Pinocchio nodded.

"N-N-N-No," Geppetto panicked.

"Yes, and I can move as well," Pinocchio said.

"No, n-no, you-you can't--I'm dreaming in my sleep!"

In his panic, Geppetto almost stepped on Figaro, who tried to dodge his master's feet. Pinocchio just watched.

"W-W-Wake me up! Wake me up!"

Geppetto swiftly caught a jug of water, dumping it all over until he was fully wet. Figaro incidentally got soaked as well. Geppetto shook his head and rubbed his face to ensure he was awake.

"Now we'll see each other again," Geppetto said, approaching the puppet again.

Figaro dried himself, while his master eyed the puppet figure.

"Go ahead. Say something."

Pinocchio couldn't help but grin at his reaction.

"Yeesh, you're funny," Pinocchio said, "do it again!"

"You DO speak!"

"Yes, the Blue Fairy came-" Pinocchio explained.

"The Blue Fairy," Geppetto asked, shocked.

"Uh-huh, and I had a conscience," Pinocchio said, presenting how small his conscience was.

"A conscience," Geppetto gasped.

Jiminy pointed to himself with pride while Pinocchio explained.

"And one day, I'll be a real boy!"

The moment Geppetto heard this, he jumped in emotion, lifting his son in his arms.

"A real boy! This is my wish.  It came true!  Figaro, look!"

The little kitten himself stood on his hind legs happily.

"He-he's alive. He can speak!  Let's say hello to Figaro."

"Hello to Figaro," Pinocchio said.

Geppetto knelt the puppet close to his kitten. But then, Figaro allowed the paw to stroke his back. Figaro loved the attention until one goldfish jumped out of the water, causing everyone to turn.

"Oh! Oh, Cleo, I almost forgot," Geppetto said.

Figaro was rubbing against the legs of Pinocchio. But as Geppetto pulled Pinocchio up to introduce him to Cleo, Figaro fell on the floor.

"Look! It's Pinocchio!  She's my small water child.  Isn't she sweet?"

Pinocchio stroked the goldfish with a finger on her back.

"Yes, sweet."

Suddenly, Cleo jumped out of the water to rub against the cheeks. Cleo jumped out again to plant a kiss for Pinocchio and Figaro.

"Ha-ha-ha! This requires a celebration," Geppetto said, "music!"

Geppetto started pushing the buttons of several music boxes.

"You start one, Pinocchio."

Figaro and Cleo began to enjoy this, as Geppetto and Pinocchio began to dance and sing.

"Tra la la la la la," Geppetto sang.

Figaro watched a few music boxes. One had an angel playing the trumpet, the other had a conductor bird with three singing birds. He was enjoying it until three smaller birds made shrilling high notes, making him pluck his ears.

Jiminy enjoyed himself, as he approached a music box with two aristocratic dancers.

"Oh, boy. A festivity!"

Jiminy tapped the male dancer with his umbrella.

"Do you mind if I cut in?"

As the two dancers released each other, Jiminy took the chance to dance with the female dancer.

"How about hanging out with the next one, darling, right," Jiminy asked, treating the dancer like a real person.

Just then, poor Jiminy got stuck between the two dancers.

"Whoop! Hey, woah, let me out!  Let me out!"

Jiminy, at last, got free, plopping to the ground.

Meanwhile, Geppetto played his concertina while Pinocchio danced with Figaro.

"C'mon, Cleo, join the feast. Dance," Geppetto said.

The old man swirled his finger in the fishbowl, making the water spiral. The goldfish seemed to dance with the swirling water. All the while, Pinocchio saw the yet-lit candle and couldn't keep his eyes from the flame.

"Ooh, not bad."

While singing, Geppetto gathered an armful of stuffed animals.

Meanwhile, Pinocchio tried to catch the flame from the candle, to no avail. Being a puppet, he didn't feel any pain. He tried over and over again, failing each time. Figaro even slapped the flame. Geppetto was just bringing some toys to Pinocchio while he sang.

Geppetto: Gathering toys

For my little boy

"Look! Nice," Pinocchio called, grinning.

Geppetto heard him and suddenly, his eyes went wide.

"OOHHHH!!!! HEEELLLPPP," Geppetto yelled.

Geppetto rushed towards Pinocchio, dropping the toys. He lifted him up, attempting to blow the fire off. Soon they were both running around the room.

"Wh-wh-wh-where's the bucket," Geppetto yelled, "help! Water!  Where's the water?!"

In his panic, Geppetto incidentally stepped on Figaro's tail, causing a loud meow. A siren could be heard while Geppetto searched for water. Jiminy ran over with his hat filled with water.

"Here it is! I have it," Jiminy called, "here's water!  Here's some water!"

Unfortunately, Jiminy Cricket tripped over a pencil and smashed his head into his water-filled hat.

"Help! Where's the water," Geppetto yelled.

Geppetto made a mad dash toward the fishbowl, sticking Pinocchio's finger in it. Soon the water turned black.

Meanwhile, Geppetto rubbed Pinocchio's finger. Apart from a small burn, it was fully fine now the danger passed.

"That was close. Perhaps we'd better go to bed before anything else happens."

The only response was Cleo puffing smoke rings from her mouth.

Meanwhile, Jiminy Cricket was already stuffed for bed, tucking in a little matchbox. A tiny yawn escaped Jiminy's mouth as he removed his shoes.

"Little man, you've had a busy night."

With everyone tucked in for the night, Geppetto extinguished the candle's flame. He, Pinocchio and Figaro all wore nightcaps.

"Now close your eyes and go to sleep," he warned his son.

"Why," Pinocchio asked.

Geppetto was surprised. Figaro tried hard to sleep.

"Oh, everyone has to sleep," Geppetto said, "Figaro's going to sleep......and Cleo...and besides, tomorrow, you have to go to school."

"Why," Pinocchio asked again.

Figaro plopped his pillow on his head.

"Oh, to learn something andand clever..." Geppetto said, falling asleep.

"Why," Pinocchio asked, for the last time.

"Because..." Geppetto yawned.

"Oh," Pinocchio said, understanding.

Soon everybody closed their eyes, drifting themselves to the most wondrous dreams.

The morning approached, as the sun shone brightly over the village. The bells rang, and doves flew through the heavens. It didn't take long before the village was filled with life. Much of the villagers did their daily business; baking, fishing, tending the geese or children playing. It was also the first day of school and many children were ready. They'd get a kiss from their mothers, something that would fuel the heart of good people and set away for school. Lots of children merrily strolled past Geppetto's shop.

The green door opened, revealing two beings: Pinocchio and Figaro. It didn't take long for Geppetto to emerge, holding a black vest as a gift for Pinocchio. The puppet and the kitten were both emotional, interested in the crowd of beings known as children of humans. Geppetto tried to put the vest on Pinocchio, but the puppet moved too much.

"Oh, look, Father," Pinocchio jumped around, "look!"

"Now, wait. Stay silent now," Geppetto said, trying to catch him.

"What are these," Pinocchio asked, pointing to the crowd.

"What? Oh, these.  They are your schoolmates.  Girls and boys.  Uh, not now, come in--"

Eventually, Geppetto made Pinocchio put his vest on.

"Real boys," Pinocchio asked.

"Yes," Geppetto said, "but hurry now...."

The puppet was set to leave until...

"Oh, oh, wai-wai-wait! Wait."

Geppetto reached in his vest pocket and pulled out an apple. He blew on it, rubbed it against his arm and gave it to Pinocchio.

"Here's an apple for your teacher. Now, turn around and let me take a look at you."

Pinocchio turned his entire body, except his head, around and Geppetto chuckled a little. Suddenly, Figaro came outside pulling a green book with a brown belt looped around it. The kitten pulled his master's leg for attention.

"What," Geppetto wondered.

He looked down and saw why. He slowly picked up the book off the ground, handing it to Pinocchio.

"Oh, yes, yes. Here."

"Well, Father, you tried to sell me a stolen homemade bread," Pinocchio replied.

"Run along now," Geppetto chuckled.

The puppet ran down the stairs toward the school. Figaro walked after him in a cute fashion, but his master noticed.

"Ho-ho-ho! Please, wait!  Come back here, Figaro," Geppetto laughed.

The old man seized Figaro by the tail, but he kept walking. Eventually, he arrested the kitten by the scruff.

"School is not for you."

The kitten gave a disapproved look to his master, while Pinocchio turned back to the woodcarver.

"Goodbye, Father," Pinocchio called out.

"Farewell, son," Geppetto waved, with Figaro in his grasp, "come back soon!"

Carrying Figaro, Geppetto merrily danced back into his house.

Meanwhile, the village children ran through the streets to school. From another street appeared two strange beings; a cat and fox in ragged clothes. Instead of paws, they had hands. The fox wore a green shirt and pants, a blue cape, a green top hat, a black cravat, gloves and he held a cane in one hand. The cat wore purple sleeves and pants, a yellow cape, a blue top hat and gloves. He also held a cane in his hand. They watched the crowd of happy children run off.

"Ah, Gideon, listen," the fox chuckled, "the cheerful laughter of innocent children going their road to school. Thirsty little minds running to the source of knowledge."

Along the road, the fox picked up a cigar with his cane. He reached in his pocket for a match.

"School, a noble execution," the fox continued, "now what would this foolish world be without--"

The fox scratched the match against a poster with a man and two marionettes, the title read "The Great Stromboli Marionette Show". The fox was just about to light his cigar, as he saw the poster and his eyes widened.

"Well, well, well! Stromboli!  Well, that old rascal's back in town, right?"

The fox laughed before turning to Gideon.

"Remember, Gideon, the time I tied you up and passed you away as a puppet?"

The fox laughed even harder, while the cat nodded with an "Aw, shucks" gesture with his hand.

"We almost deceived that old gypsy this time," the fox laughed, amused.

As the two walked further down the cobble streets, Pinocchio came from around the corner, rushing to school. He passed the fox and the cat. The cat naively tipped his own hat, while the Fox turned back.

"A little wooden boy," the Fox said, eyeind the puppet, "now who'd have---"

The fox kept walking as he swiftly turned around.

"A wooden boy!"

The pair swiftly ran after him, ducking behind a corner. They took a good look at the puppet again.

"Look, Giddy, look," the fox said.

While he watched the laughing puppet, the cat tipped his friend's hat for a better look.

"It's incredible; a live doll without strings," the fox spoke, gesturing with his hands, "facts like that should be worth a fortune to someone. Now let me see...."

The fox began to think hard until he pointed at the poster.

"That's it! Stromboli!  Why, that fat old faker would give you his--listen.  If we play our cards right, we'll be on Sesame Street, or my name isn't Honest John."

After planning it out, they decided to follow the puppet.

"Run, let's stop him," the fox whispered.

Gideon, the cat, kept nodding until the fox, Honest John, caught him with his cane. They walked behind a small wall where they could see the puppet walk merrily to school. Honest John hid once again behind a corner, while Gideon foolishly followed the puppet with a flower in his pot. Honest John swiftly pulled him back with his and, as a result, the cat dropped the pot.

The two ran to another corner, waiting for him. Gideon, at one point, made a flip around the cane, slid under the fox and watched behind the corner.

"Csendes," Honest John silenced, "a thousand---"

Honest John looked behind him, but saw nothing. He turned around and almost gasped, seeing Gideon in front of him, holding a big mallet in an attempt to hit the puppet.

"No, no, foolish," the fox berated, catching the mallet, "don't be rude."

The fox bashed the cat's head with the mallet, making his partner dizzy.

"Let me take care of this."

The fox loomed around the corner, leaning for a closer look.

"Here he comes!"

He swiftly pretended to be a normal speaking civilian, placing the cane behind him on purpose.

"Ah, yes, Skinny, as I was saying to the Duchess only yesterday--"

By that point, Pinocchio tripped over the cane and smashed to the ground.

"Oh! Oh, how clumsy of me!"

The fox and the cat came around the corner, picking up the puppet. Honest John pushed Gideon aside with his foot, trying to dust the dirt off the puppet while fixing his clothes disorderly.

"Oh, what a fact. Tsk, tsk, tsk, tsk.  Oh, I'm very sorry," the fox spoke.

The puppet couldn't believe he was in the presence of speaking animals, rather tall speaking animals.

"Oh, I do hope you're not hurt," the fox spoke to Pinocchio.

"I'm alright," Pinocchio said.

"Oh, splendid," the fox sighed.

Honest John saw Gideon reach to catch something from Pinocchio's pocket without permission. He delivered a single hit to Gideon's head with his cane, stopping him instantly. The fox caught the book and apple from the ground. He took a bite from the apple, while opening the book and reading it upside down.

"Well, well, huh. Very scholarly, from what I see," the fox said, "look, Giddy, a man of letters."

The fox showed the book to the cat, swiftly tucking it off, making the cat confused. Honest John just finished the apple as he gave Pinocchio his book.

"Here's your book," the fox gestured.

"I'm going to school," Pinocchio said, walking further.

The puppet didn't get very far as Honest John used his cane to reel the puppet closer to him.

"School. Ah, yes.  Then you've never heard of the easy road to success."

"Uh-uh," Pinocchio shook his head.

"No," Honest John acted surprised.

"Well, Honest John, you tried to sell me a stolen strawberry pie," Pinocchio responded.

"I'm speaking my son about the theater," Honest John said, wrapping his cape around him dramatically, "here's your apple."

The fox gave Pinocchio the fully eaten apple, nothing but the core. As Pinocchio saw what was left, he frowned.

"Bright lights, music, applause, fame!"

"Fame," Pinocchio asked, imitating the fox's facial expression.

"Yes! And with that personality, that profile, that physique," Honest John explained, knocking the puppet's behind with his cane, "why, he's a natural born killer, right, Giddy?"

The fox winked at his partner, nudging his neck.

"But I'm going to" Pinocchio started.

"Straight from the top," Honest John interrupted, placing an arm around the puppet, "why, I can see your name on lights, lights almost two meters high. Uh...what's your name?"

"Pinocchio," the puppet responded.

"Pinocchio! P-I-N-U-O-"

Honest John attempted to spell his name right, one at least. But then, he laughed in amusement.

"We're wasting no time. Let's go to the future!"

Suddenly, the fox began to sing while walking him through the streets on their road to the theater.

They trotted around a tree, Gideon going the wrong road until he swiftly walked back to them. The fox twirled his cane, while the cat used his like a flute. They walked downstairs while Honest John sang further.

In the meantime, Jiminy raced, who yet tried to get his clothes on. He rushed through the streets right toward the school.

"Phew," Jiminy said, breathless, "I ended up having a good conscience. Late the first day!  Oh, well, he can't have too many damage between here and school."

Suddenly, he stopped as he heard someone singing, passing him by and paying no heed.

"Oh, man, a parade," Jiminy said.

Jiminy merrily danced to the song. But suddenly, he stopped as he recognized two voices, making him face the singing folk.

"What," Jiminy asked.

The singers were none other than Pinocchio. The puppet was walking alongside a human-sized fox and cat.

"Why, it's-it's Pinoke," Jiminy said, "hey! Where are you going?!"

Jiminy Cricket had a head start.

"Wait," Jiminy yelled.

But the trio didn't hear him, where he walked in front of them with his hands in the air.

"Halt!"

The cricket narrowly dodged the fox's step. He ran after the fox, jumping on his tail.

"Wait a moment! Pinoke!"

But because the fox sang so loud, nobody could hear them. Jiminy reached the top of the fox's hat, holding on tightly.

Jiminy was busily trying to stay on the hat, while trying to get Pinocchio's attention.

"Hey, Pinoke," Jiminy whispered, harshly, "hey!"

Suddenly, he whistled very loud and Honest John immediately stopped singing.

"Who was that," he asked, fearfully.

Meanwhile, Pinocchio saw the cricket on Honest John's hat.

"Oh, it's Jiminy," Pinocchio said cheerfully, "what are you doing over there?"

Honest John looked up, confused.

"What? Who?  Wha-wha-wha-what?  Wha-who?  Jiminy?  From where?"

Jiminy used his umbrella to hang onto the hat, until Gideon noticed him. The cricket silenced the cat, who understood and turned away. But then, his eyes went wide in reality and he reached for his mallet.

"Why, my boy, you must be seeing facts," Honest John assured.

"Oh, dear, that's my conscience," Pinocchio existed, "peep!"

"Now, now, now. Just calm down," Honest John said, "now, there's nothing up there to be afraid of."

While he spoke, Gideon got close ready to swing his mallet. Jiminy saw the shadow on the hat and looked behind. Gideon was about to squash him flat, until...

WHAM!!

"Oh!"

The mallet hit the fox with a hard thud to the head, something everyone saw.

The cat looked at his mallet confused, until he heard Honest John groan and moan. His head got stuck in his hat and he couldn't get out. Gideon panicked and gave the mallet to Pinocchio. The puppet just watched, unsure what to think of this.

"Psst! Pinoke, over here!"

The fox tried to pull his hat off, but it was stuck tight.

"Over here!"

Pinocchio turned to see Jiminy Cricket, in an open spot atop a flower where he met up.

"Oh, Jiminy," Pinocchio said, "I'm going to be an actor!"

"Alright, son, take it easy now," Jiminy spoke to Pinocchio, "remember what I said about temptation?"

"Uh-huh," Pinocchio said.

"Well, that's him."

Jiminy pointed his umbrella towards the fox, causing the puppet to look.

"Oh, dear, Jiminy," Pinocchio shook his head, "that's Mr. Honest John."

"Honest John," Jiminy asked.

Meanwhile, Gideon foolishly watched his partner try to get out of his hat.

"Take this fact off," Honest John muttered.

The cat slowly opened the top of the hat, peeking inside.

"TAKE ME OUT OF HERE!!"

Gideon looked around, thinking what to do, as he saw Honest John's cane on the ground and grinned. He picked it up, jumped on Honest John's back and placed the cane inside the hat.

"Get me out of here," the fox yelled again.

The cat pulled the cane with his hand and feet, catching the mallet with the other hand. With one hard bam, he hit the mallet against the hat, freeing Honest John's head. Unfortunately, the hit sent him knocking against a tree and slowly falling into a puddle of muddy water.

"Ohh," the fox groaned.

He shook the mud off his face, giving his partner the stink-eye.

While the fox and cat were busy, the puppet and the cricket spoke amongst themselves.

"Alright then, here's what we're going to warn you about," Jiminy instructed, "you can't go to the theater, say thanks any matter, you're very sorry, but you have to go to school."

"That's true," Pinocchio nodded, understandingly.

"Pinocchio!"

Jiminy heard the fox call and except Pinocchio hid behind the wall.

"Oh, Pinocchio," the fox called femininely, "whoo-hoo!"

"Here they come, Pinoke," Jiminy whispered, hidden in the flower, "now you warn him."

"Whoo-hoo! Oh, little boy," Honest John called.

He looked around until he found him.

"Ah, there you are!"

Pinocchio started to grin.

"Now, where were we," the fox asked, but remembered, "ah, yes, let's go to to theater!"

The cricket waited patiently for the words he expected to hear the puppet say. But this time, he was in bad luck.

"Farewell, Jiminy," Pinocchio said.

The cricket's eyes went wide, as the fox started singing again.

"What? Farewell," Jiminy said, smacking his head, "hey, Pinoke, you can't--"

The cricket hopelessly watched his puppet friend carried away by these scoundrels.

"What have I done," Jiminy asked, panicking, "I'm going to run and warn his father. No, that'd be snitching.  I'll go after him myself."

Jiminy rushed ahead as the singing continued in the distance.

It was nighttime, as a whole crowd of beavers, elephants, goats, monkeys and teddy bears arrived before Stromboli's caravans, eager to watch the show. By then, Stromboli began his announcement while mumbling in Italian.

"Ladies and gentlemen," the puppet master began, "at the end of the performance of this great show, Stromboli, the master showman--that's a-me---and with special permission from the management--I, as wellpresent you with something that you absolutely won't believe."

Close by, Jiminy was around a lamppost, climbing it for a better view. He chased away a few moths while he had searched for the perfect spot to see the show. The audience were mumbling amongst themselves and paid no attention.

"Well, looks like a flea market," Jiminy replied, looking around.

Stromboli's speech went on, gaining the attention of the cricket.

"We're introducing the only puppet that can sing and dance, absolutely without the help of strings."

Stromboli spoke seriously, couldn't help but chuckle at the funny dance he was doing.

"I hope so," the gypsy muttered to himself, before speaking to the crowd again, "the one and only.....Pinocchio!"

"Huh! What a setup," Jiminy added, dissatisfied.

With a baton in hand, the gypsy orchestrated the musicians to play. The theater curtains opened, as four puppets played the trumpet. The decor vanished, along with the puppets and before everyone's eyes, the puppet stood atop a pair of stairs. The audience clapped. Pinocchio seemed to be attached to strings, but as he walked down the stairs and sang, the strings detached from him.

But suddenly, Pinocchio stumbled and fell down the stairs. Pinocchio's nose smashed into a wooden plank of the floorboard and got stuck. The audience laughed, while Jiminy wasn't pleased with the performance.

"Go ahead, make a fool of yourself," Jiminy said, "then perhaps you'll listen to your conscience."

Stromboli threw up his hands frustratedly, making funny noises. He slapped the wooden plank back in place and spoke in Italian. At one point, he caught Pinocchio. But listening and looking at the laughing audience, who assumed this was part of the show, he gently placed Pinocchio back onstage.

"Sweet boy," he chuckled.

The rest of the dialogue was in Italian, but he was warning the boy to try again.

The spotlight hit the puppet, as he began to sing and dance from the top.

Jiminy, on the other hand, turned away after the boy refused to take it. Pinocchio began to dance.

As Pinocchio spun his body around, his head intact while spinning his leg, the audience were amazed. Even Stromboli was impressed.

"What I warned you, right," Stromboli laughed.

On the last beat, Pinocchio jumped in the air and spun his legs. The audience cheered and applauded for the puppet.

Pinocchio imitated the audience by clapping his hands. Just then, the puppet jumped in fright as the decor changed behind his back, revealing a meadow with a windmill and a cow. Suddenly, a marionette with actual strings came down before the boy, the puppet representing a Dutch farm girl with clogs.

The singing puppet disappeared, as four similar puppets appeared dancing to the music. One of the puppets bumped into Pinocchio, making him bump into the others. Suddenly, the puppets disappeared as the decor changed once more.

Another girl puppet, in a lovely red dress, appeared. It came close to Pinocchio, singing with a French accent, and while Pinocchio was confused.

The puppet disappeared, as four puppets of similar design took its place. They danced while raising one of their legs. Pinocchio couldn't help but watch.

Jiminy took a peek at the show and, suddenly, put some glasses on his face while grinning.

Jiminy shook his head and blushed, while the puppets danced for a few seconds and vanished. Once more, the decor shifted and a puppet with a white papakha hat and purple dress appeared, singing with a Russian accent.

The puppet disappeared, as the four mal puppets with papakha hats appeared dancing in the style of their country, shouting at Simba's mother. One of the puppets hit his head with his legs. Pinocchio tried to imitate the dance. At a sudden moment, Pinocchio's foot hit his hindquarters, making a funny knocking sound. He tried again while hitting his hindquarters and looked like he was having fun. Pinocchio watched the puppets spin wildly. Pinocchio spun his body around while keeping his head in place. He spun around the puppets, unable to stop.

"Hey," Pinocchio shouts.

He bumped against the puppets and was suddenly trapped, but not before finishing the song.

The audience laughed as the puppets disappeared, freeing the puppet while falling on the floorboard. A papakha hat fell on Pinocchio while his nose was once again stuck in the same wooden plank. As he stood up, the plank broke, making Pinocchio appear to have a beard. All of a sudden, the audience cheered and threw golden coins on the stage. Pinocchio stood there.

"What," Jiminy asked softly, "they like him. He's a success.  Gawrsh!  Perhaps I was wrong."

Stromboli appeared onstage, holding two puppets in his arm, giving a few bows of his own. He even gave Pinocchio a pat on the head while blowing a few kisses to the cheering people.

"Oh, well," the cricket sighed mournfully, "I guess he won't need me anymore. Why does an actor want with a conscience anyhow?"

The two dog sled teams raced with a mountain on their right and a small patch of pine on their left. The dogs listen to their mushers as one of them shouts. "Giddap, boy! Hut-ya!  Hut-ya!"

"Giddap, Steele! Giddap, giddap," the other musher shouts as his sled team pulls up next to their competition. Soon both teams were neck-and-neck as the lead dog, Wild Joe and Steele, were soon side-by-side. It wasn't much too longer as the malamute was pulling ahead. Seeing this, Wild Joe fought to go faster. Their paths led to a narrow pass up ahead, big enough for one team to fit through at a time. Both teams narrowed the pass as they started in coming closer together. Both Steele and Wild Joe looked to each other as they came closer. A look of determination appeared on the malamute's face and he ran to pull ahead, making the dogs behind him yelp in surprise. "Heel, boy! Whoa," Steele's musher called out.

The two teams swiftly approached the pass and were getting too close for comfort in the race. "Steele," one of Steele's team members, a lavender husky named Star, tried to warn, "we're not gonna make it!"

This earned him a kick to the face from the malamute and he groaned in pain. Steele growled as he turned back to the race. The two teams are close as one of the mushers shouts, "easy, now. Easy!  Steele!  Pull up, pull up."

Wild Joe glanced over to Steele as Steele looked to one of the members on the other team, or more specifically, the member's legs. A sneaky move came to the black-and-white malamute's mind, but he believed that if it worked, but it would put them in the lead. A smirk grew on his face before putting his plan into action. Steele lunged forward and snapped with a snarl at the dog's feet. The dog jumped up in fear, but as he came back down and tried to run, they couldn't get into sync with the other dogs on their team. The dog fell over and became entangled in the harness and it in turn caused the whole team to fall and smash in the snow. Steele had a smirk as his team ran through the pace as they continued barking and shivering from the exertion. Wild Joe's team started to pick up themselves up as their musher pounded the snow with a fist and yelled out an enraged "STEELE!!"

This yell was so loud that it echoed across the passage. Steele turned back to the pass before letting out a laugh. "Get in line, Steele," his musher ordered, "get in line!"

"Mush! Mush," the dog sled team member shouts as they continue on their road to the town of Nome.

The rain poured everywhere, but it was no problem for these who lived in the caravan. The only other sound heard was the sound of celebration and song.

Inside the caravan, Pinocchio sat at the table. The puppet master caught food with his large knife while singing his heart out. He also moved a few coins to the other side of the table as he laughed joyfully.

"Bravo, Pinocchio!"

"They like me," Pinocchio said with an adorable grin.

Stromboli put the tip of the knife into his mouth, eating the food. Then he placed a few more coins on the same side of the table.

"Ha, two hundred. You are sensational," he complimented, catching an olive with his knife.

"You mean I'm fine," Pinocchio asked.

"Ah, three hundred," Stromboli said, placing the coins on the same side, "you are colossal!"

The puppet master dangerously cut off a big piece of baguette where Pinocchio sat.

"Does that mean I'm an actor," Pinocchio asked.

Stromboli bit off a huge piece of an onion before he spoke.

"Sure. I will shoot you in the public's eye!"

Stromboli literally pushed him as he spoke. He caught Pinocchio close to his face before letting him drop on the table.

"Your face, she will be on everyone's tongue."

A few tears fell from Pinocchio's eye, probably from the smell of the onion.

"Is she coming?"

"Ye-"

But before he could finish his word, he saw something he didn't like; a metal washer. He picked it up and examined it closely.

"Uh-huh? What's this?"

He bit the washer, making it bend. He slapped against his head and cursed frustratedly in his own language. The puppet was confused at this moment. But suddenly, Stromboli stopped cursing, his eyes open wide in realization. He sighed calmly, caught Pinocchio's hand and gave him the metal washer.

"Ahh! For you, my little Pinocchio."

"For me? Thank you, thank you," Pinocchio said with a grin, "I'll run straight home and warn my father!"

Stromboli was drinking a bottle of wine, but as he heard what he said, he violently spat the wine out of his mouth.

"At home," he asked in confusion, but laughed, "oh, sure. Going to your father's home.  Oh, that's very funny!"

Pinocchio was about to leave as the puppet master's words made him turn.

"Do you mean it's funny?"

"Oh, sure! Yes," Stromboli laughed.

"I'll be back in the morning," Pinocchio said, tipping his hat.

But then Stromboli shook his head and caught Pinocchio.

"Come back in the morning," he replied, slapping his head and cursing in Italian, "going home."

Then strangely Stromboli started laughing. Pinocchio got mixed in the laughter. Stromboli walked past a few marionettes toward a big birdcage. He petted the puppet on his back while he kept laughing. Suddenly, his laughter stopped. Catching Pinocchio, he swiftly opened the cage and threw him inside before Stromboli closed it with a lock.

"There, that's where this will be your home," Stromboli said, "where I can always find you."

Then it was Stromboli eventually revealed his true colors; cold, malicious and only obsessed with one fact; earning lots of money. The puppet was totally surprised and shocked.

"No, no, no," Pinocchio yelled upset.

"Yes, yes, yes," Stromboli yelled back, pounding his chest, "to me...you belong here."

The puppet couldn't believe that he was suddenly a slave.

"We will tour the world," Stromboli declared, "Paris...London...Monte Carlo....Constantinopole!"

Stromboli did a funny dance, wiggling his big behind, but he knew this was no time for laughter.

"No, no," Pinocchio yelled upset.

"Yes," Stromboli yelled back, hitting his hand on the table, "we're starting tonight!"

Then he turned toward all the coins with a big grin. He started piling all the coins in a bag, mumbling to himself before showing his bag of gold to the puppet.

"You'll make a lot of money......for me," he declared, shoving the bag in his red belt.

Pinocchio shook his head.

"And if you're getting too old..."

The puppet master caught an axe, licked his thumb and rubbed the sharp edge of the blade.

"You will do good....FIREWOOD!!"

To prove his point, he hurled the axe toward an old, useless puppet lying on a box with logs for firewood. Stromboli laughed evilly, frightening Pinocchio. The puppet panicked and pulled hard on the cage.

"Let me come here," Pinocchio yelled upset, "I have to get out! You can't hold me!"

Stromboli, who was walking off, had enough. He turned around and his whole weight shook the whole caravan, causing the puppet to smash on his back.

"SILENCE...before I hit-a you foolish," Stromboli yelled, frowning.

But then his frown changed to a grin, which frightened the puppet ironically.

"Good night," he said, blowing him a kiss, "my little wooden gold mine."

The puppet watched silently as he chuckled evilly, closing the door behind him. It was so hard the candle blew out, leaving the puppet in the dark room.

"No! Please, wait," Pinocchio called out, pulling the bars, "release me!  I'm going to warn my father!"

While he attempted to get out, he heard the puppet master yell toward his horse. To his shock, he was leaving town.

"Giddyap," Stromboli shouts, "agree there."

The caravan began to move, the puppet began swinging side-to-side in the cage. He looked outside the window, watching the ominous swinging of the marionettes.

"Jiminy," Pinocchio started to yell, "oh, Jiminy!"

For the first time, Pinocchio blew a perfect whistle. But no person could hear him, between the moving caravan and the weather. But he was desperate and kept trying.

"Oh, Jiminy, where are you," Pinocchio yelled upset, whistling again, who growled in frustration before shouting out an enraged "JIMINY CRICKET!!"

This yell was so loud that it echoed across the village. But suddenly, a loud thunderclap could be heard, frightening Pinocchio out of his wits, who was afraid. He huddled close together, realizing there would be no one coming to his rescue. For now, he knew who Stromboli really was; a heartless puppet master who burnt puppets too old to perform. The reality of the circumstance hit him hard, the puppet began to sob. He wept in fear and guilt, while the loud thunder rumbled again and again, hearing the frustrated puppet shout his name.

The rain grew worse, thunder rumbling across town. Stromboli's caravan drove through the streets and though Jiminy Cricket had time to catch up, it was no use. The caravan was far ahead, while he stood there watching from under his umbrella.

"Well, there he goes," Jiminy declared, "sitting on the lap of luxury, the world at his feet. Oh, yes, I can always say I knew him again.  I'll just walk silently out of his life."

He was just about to leave, but took one last look at the caravan. Even as he walked further along, he just couldn't stop thinking.

"I would like to wish him a farewell," Jiminy said, "sure, why not?"

It didn't take long before he was just a few steps toward the door. With that done, Jiminy walked inside, looking around the dark room.

"Pinocchio? Pinocchio," Jiminy called, "it's me, your old friend Jiminy, remember?"

"Jiminy," Pinocchio said, "sheesh, I'm glad to see you!"

Pinocchio was sitting on the swing, holding the bars at the bottom of the cage.

"Pinocchio! What just happened," Jiminy asked.

He approached the cage, while Jiminy mostly jumped being a cricket.

"What has he done to you," Jiminy asked.

"Oh, he was frustrated," Pinocchio explained, "he said he would shoot my face in everyone's eye."

"Yes," Jiminy asked.

"A-A-And just because I'm a goldbrick, he-he'll chop me into firewood," Pinocchio added.

"Is that so," Jiminy asked.

Pinocchio nodded.

"Now, don't worry, son," Jiminy said, jumping toward the lock, "I'll get you out of here in no time at all."

The cricket attempted to crawl inside the keyhole.

"Why, this is--right, just as easy as.....rolling off a"

But before he could finish, he suddenly fell inside the lock. The puppet waited while he heard metallic clinking sounds from the lock.

Suddenly, Jiminy Cricket emerged from the keyhole, removing his coat and hat before hanging them on a bolt somewhere on the lock.

"A little rusty," he said.

The cricket went back inside to work on the lock. More metallic sounds were heard as the puppet listened closely.

"Needs some little oil," Jiminy said, but then he heard an echo.

"That's what I said," Jiminy said to the camera.

Jiminy tried to pry the mechanism with his umbrella. Pinocchio looked inside the lock while Jiminy fought. But suddenly, the cricket shot out of the keyhole with a shriek. The puppet watched and found him hanging on the cage stuck on a spring.

"Must be one of the old models," Jiminy chuckled.

"You mean, you can't open it," Pinocchio asked.

"Yes," Jiminy said, while Pinocchio dressed him into his hat and coat, "looks pretty hopeless. This'll take a miracle to get us out of here."

"Yeesh," Pinocchio sighed.

Jiminy sat on his haunches, thinking hard on another plan to free the puppet.

On the lost trail, Steele and his team continued fighting as they pulled their sled through the snow. From the sled, the musher yelled, "pull! Pull!"

After a few more steps, Steele looked about to get to his bearings. But because of the snow, he couldn't see anything. From behind the malamute, Star shouts, "Steele! We're going in circles!"

"What," Steele growled as he turned and frowned at Star's face again. Star shuddered under the gaze of his lead dog. The husky gave a hesitant chuckle and said, "uh, circles is a good fact. I mean, uh...they're circular."

Star, Nikki and Kaltag all stood before their leader while Steele became a little hesitant about getting lost. But his ego takes over and he shouts in frustration. "I know what I'm doing here!" He turned and looked about. "It's-"

Deciding which fashion to go, he said, "it's...this way! C'mon!"

Star was rapidly unwound by the tugging before being pulled along with a shriek. The others yelped as they were also pulled along. The musher noticed that something was wrong and called out, "hey, team! Easy there!"

Steele looked about as he couldn't see a better fashion to go. The musher tried to get them to slow down. "Heel, boy! Stop!"

Then swiftly calling out to his lead dog, he shouts, "wait, Steele! Stop!"

But his cries fell on deaf ears as Steele led the team to the edge of a drop. Everyone shrieked as they slid down the slope. As they went down, the sled moved to where the musher hit a few rocks on the road down. They continued sliding down the slope and the musher hit just about every rock and branch on the road down. The musher tried to slow them down by placing his foot against the snow, but it was in vain as they kept sliding. Even the dogs tried to stop sliding, but they all smashed into a large snow pile at the bottom. All the dogs tumbled in the snow and moaned in pain. The musher yelled before being thrown from the sled and banging his head pretty hard against the ground.

Everyone took a deep breath from the ordeal while a few dogs walked up to the musher to see if he was alright. Steele moaned in pain from the tumble and sputtered as he shook the snow from his fur. Nikki raised himself out of the snow and complained, "oh, I hit my head on something."

"Yes! My head," Kaltag snarled as he also rose from the snow. The dogs, who were checking on the musher, saw that he wasn't looking too good. "Looks like he's hurt bad, Steele," one said to their leader.

"What are we gonna do now, Steele," Star asked as he looked over to the lead dog. But Steele didn't say anything as he just sat there, shivering from the running and terrified from the current situation. The team looked to him before looking to each other in uncertainty. The howling wind was the only sound while the lantern shown on the mountain side. The dog sled team was really hesitant as they were lost in the wilderness and running out of time for the town.

Jiminy was yet thinking for a new idea to free Pinocchio. But as Jiminy said; it would probably take a miracle to get him out of that cage. Pinocchio shed a few tears in guilt.

"A fine mess you've gotten us into, Pinoke," Jiminy said.

"I should've listened to you, Jiminy," Pinocchio wept.

"No, it was my fault," Jiminy said, "I shouldn't have run off from you."

"I don't think I'll ever go home again," Pinocchio said.

"Ah, cheer up, boy," the cricket said, "it could be worse. Be merry...as I..."

One of Pinocchio's tears incidentally splashed Jiminy, making the cricket look up seeing the puppet.

"Ah, take it easy, son."

The cricket pulled a handkerchief from his pocket pants, holding against Pinocchio's nose. "C'mon, blow."

Pinocchio blew into the handkerchief and gave a little grin.

"Well done," Jiminy said, blowing his nose on the handkerchief before looking out the window, "oh, well. The rain has stopped, anyhow."

But suddenly, a familiar blue light approached our heroes.

"It's that star again," Jiminy said, "uh, the lady, the––ooh!"

Pinocchio incidentally fell from the swing, while Jiminy jumped around.

"What'll she say," Pinocchio asked as he walked around, "what should we warn her about?"

"You could warn her about the truth," Jiminy suggested, hiding in a cup of birdseed.

Pinocchio turned around, bent over and tried to hide his face with his hands. It didn't take long for the fairy, in all her radiance, to appear inside the caravan. Pinocchio slowly opened his eyes.

"Why, Pinocchio," the fairy said.

"Uh...hello," Pinocchio said, tipping his hat while looking upside down.

"Sir Jiminy," the fairy said in wonder.

Jiminy, who was doing the ostrich maneuver, revealed his head and took off his hat as birdseed poured out.

"Well! Uh, this is a---a pleasant surprise," he chuckled hesitantly.

"Pinocchio, why didn't you go to school," the fairy asked seriously.

"School," Pinocchio asked hesitantly, "well, I...um..."

Unsure what to say, Jiminy turned to the puppet.

"Go ahead," Jiminy said, "warn her."

"I went to school until I met someone," Pinocchio said honestly.

"Met someone," the fairy asked.

Jiminy happily nodded. But that changed as Pinocchio said the next thing.

"Yes. Uh...two big monsters with big green eyes!"

As Pinocchio lied, the craziest fact happened; his nose grew. Everybody saw this, and their eyes went wide, even Pinocchio was surprised.

"Why, I-I-" the puppet couldn't finish his sentence as he touched his nose.

"Monsters," the fairy asked, "weren't you frightened?"

"No, madam. But they tied me up in a big bag."

Pinocchio's next lie made his nose grow bigger. A few leaves began to grow at the tip.

"You don't say," the Blue Fairy said, "and where's Sir Jiminy?"

"Huh, what? Oh, Jimimy," Pinocchio asked.

The puppet tried to motion him to speak no further; the cricket jumped in front of him.

"Psst," Jiminy ushered, "leave me out of this!"

"They put him in a little bag," Pinocchio lied once more.

Pinocchio's eye made his nose grow so long, Jiminy Cricket landed on top of it.

"No," the fairy said.

"Yes," Pinocchio said, as flowers bloomed on his nose.

"How did you escape," the fairy asked.

"I didn't," Pinocchio lied, "they chopped me into firewood."

Pinocchio's nose became longer. At the tip, a bird's nest appeared and two baby birds hatched from their eggs. Jiminy, who was in the nest, didn't know what to say.

"Oh! Oh, look!  My nose," Pinocchio panicked, "what just happened?"

"Maybe you haven't been warning the truth, Pinocchio," the fairy said.

"Maybe," Jiminy said.

"Oh, but I have, every single word," Pinocchio lied again.

But the nose kept growing, until the green leaves turned red and brown. The two birds flew off while Pinocchio's nose looked like a wilted branch.

"Oh, please help me," Pinocchio begged, "I'm horribly sorry."

"You see, Pinocchio," the Blue Fairy explained, "a lie keeps growing and growing until it's as plain as the nose on your face."

By that point, Jiminy Cricket crossed on Pinocchio's nose.

"She's right, Pinoke. You better brag."

"I'll never lie again," Pinocchio said truthfully, "honest, I won't."

Jiminy ran back into the nest, meeting eye-to-eye with the Fairy.

"Please, Your Honor---uh...uh, I mean, Miss Fairy. Give him another chance for me.  Do you want to, right?"

The fairy watched the cricket plead so adorably, she couldn't say 'no' to that face.

"I'll forgive you this time. But remember, a boy who won't be good might as well be made of wood."

"We'll be good, won't we," everybody asked in unison.

"Very well," the Fairy nodded, "but this is the last time I can help you."

With one flick of her wand and a warm grin, Pinocchio's nose turned back to normal while she disappeared.

"Sheesh, look, Jiminy, my nose," Pinocchio said happily.

"Hey, we're free," Jiminy said.

Sure enough, the door of the cage was unlocked admidst the spectacle.

"C'mon, Pinoke," Jiminy said, jumping ahead.

They both went to the door and they left the caravan in full silence. While everyone was outside, they watched Stromboli ride away singing without knowing what was going on.

They were hiding behind the rock, waiting until the caravan drifted away in the distance.

"Toodle-loo, Stromboli," Jiminy said.

"Farewell, Mr. Stromboli," Pinocchio said, very loud.

"Csendes," Jiminy silenced, "SILENCE!!!!! Let's get out of here before something else happens."

The two ran all the road back to town. Luckily, it wasn't too far as they could just see the rooftops and they would never see Stromboli ever again.

Meanwhile, back at the harbor inn, the fiendish hyenas had aligned with Honest John, Gideon the Cat and the mysterious Coachman. All night they conversed over various facts while sipping beer and smoking cigars, well, the hyenas mostly drank. Honest John had warned them of the moment they sold a living puppet to the brutal puppet master, Stromboli.

Shenzi had immediately become interested. Not only because of puppets brought to life in town.

Of course, Honest John had no damage singing while the pianist played a familiar tune. It was so catchy even Ed was in the mood to dance along. But for folks just tuning in, it went a little something like this.

After the song, the fox laughed while Ed clapped his paws.

"Do another song," Ed cheered.

"NO," Shenzi and Banzai said in unison.

"And the dummy fell for it..." Honest John laughed, paying no heed, "hook, line and sinker!"

While he kept laughing, Gideon blew another cloud of smoke shaped like a donut. The cat caught it, making Banzai's eyes widen, dipping it in his cup of beer and bit away a piece like a real donut.

"How did you do that," Banzai asked the cat.

The cat shrugged, meaning he didn't know either. Then he hiccuped, while the smoke in his hand disappeared.

While listening to John's story, Shenzi had her claws tapping her chin in thought. The Coachman listened as well while smoking his pipe.

"And they yet think we're their friends," the fox laughed again, "and Stromboli paid.....enough!"

The fox showed the small bag of gold from the puppet master. He kept laughing while the Coachman looked at his pipe and grinned. Banzai took one look at the bag and, unsurprisingly, wasn't impressed at all.

"You call that a lot," Banzai asked mockingly, "ha! You can't even buy a house with this.  Sounds to me like Stromboli tricked you."

"Say what you will, my darling," the fox said pridefully, "it's better than nothing. That shows you how low Honest John will stoop me, doesn't it, Giddy?"

Gideon was drinking his beer as he heard his name, nodding in response. Suddenly, he incidentally blew in his cup and got beer all over him. Banzai and the Coachman raised an eyebrow at the scene.

"It's hard to believe there's a real live doll in town," Shenzi said, "I believe you about the pony cart. That means there's puffin magic here that will help us get back to power.  I'm saying that we find them while the night is young."

"Then what," Banzai asked sarcastically, "ruined everything because of your stubbornness?"

"This is our best chance to get everyone back to doing what we want," Shenzi yelled, "otherwise, I can just do the work myself and leave you both here to rot!"

"Oh, c'mon, Shenzi--" Ed begged.

"Calm down, gentlemen," the Coachman spoke, "you don't have to argue. That horse magic you speak about sounds quite useful.  I'd like to know more about it; I happen to have some kind of magic where I live."

"Really," Shenzi asked, interested, "what sort of magic?"

"Ladies...gentlemen...I'd like to make you an offer."

"Really and truly? Well, uh...Coachman," Honest John said, sucking his cigar and blowing a cloud of smoke, "what's your suggestion?"

"Well..." the Coachman began, smoking his pipe before speaking further.

The man reached into his coat to catch something.

"How would you bullies like to make real money?"

From inside his coat, he pulled out a big sack of gold. He dropped it on the table and the gold became visible, shining under the bright light. The fox, the cat and the hyenas looked at the sack in awe.

"Wow," Banzai said, not moody for the first time, "now that is plenty!"

"He's loaded," Ed said, eyes widened.

Honest John couldn't keep his eyes off the coins in the sack.

"Well! And who are we, any matter," he asked, placing his finger against his throat and making a sound to cut someone's throat.

"Huh...seems little, even to us," Shenzi admitted, "but...we'll do everything we can to help with the plan. As long as we get our horse magic and go home, we'll take everyone."

"No, no! Nothing like that," the Coachman said, "you see--"

But before the Coachman could speak further, he stopped and looked behind him. The fox, the cat and the hyenas looked behind and around, ensuring no one was eavesdropping.

"I think it's safe to speak," Shenzi whispered.

"I'm collecting foolish little boys," the Coachman whispered with a grin.

"Foolish little boys," Honest John and Shenzi asked simultaneously.

Even Shenzi wondered where this was going, raising an eyebrow suspiciously.

"You know, the disobedient ones who play shabby from school," the Coachman explained.

"Oh, these foolish boys," Shenzi nodded.

"Oh," Honest John nodded understandingly.

"How about these....boys," Banzai asked.

"Well, you see..." the Coachman began.

The next words he spoke were whispered into Shenzi and John's ear.

"Yes...oh," Honest John said.

"Really," Shenzi said, impressed, "no surprise there....oh...uh-huh...oh, my..."

Gideon, Banzai and Ed were eager to listen so bad. Gideon came close to Honest John's ear, while Ed did the same with Shenzi.

"This is weird," Banzai remarked.

Ed gestured Banzai to come closer.

"Do you really hear what he's saying," Banzai asked.

"I hope so," Ed said.

Banzai placed his ear against Ed's, while Gideon looked inside John's ear. He placed a finger inside, twirling it in to clear a path. He placed his ear against the fox's ear again, while placing his finger on the other ear to hear better. It looked like it improved, as he nodded in satisfaction. At last, the Coachman stopped whispering and spoke normally.

"And I take them to Pleasure Island."

"Pleasure Island," the hyenas asked.

"Ah, yes, Pleasure Island," the fox nodded until his eyes widened in realization.

"PLEASURE ISLAND?!"

The shock made the fox push Gideon off, much to the hyenas' confusion. The Coachman slowly nodded.

"How about that place," Shenzi asked.

"Can we play with the boys," Ed asked innocently.

"I wish that was all, darling," the fox said fearfully, "it's like an island amusement park, but you don't want to know what's going on here."

The hyenas saw how afraid the Fox was as Gideon picked himself back on his feet. Soon the fox turned to the Coachman, who seemed unfazed by the Fox's reaction.

"You're really going to send them there? But the law, suppose they..."

"No, no. There's no risk," the Coachman replied, slowly grinning, "they'll never come back.....by FORCE!!"

On that last word, the Coachman gave the fox, the cat and three hyenas the most evil, frightening smirk they'd ever seen. His face fully red, his green eyes big and eerie, his white hair shifted into horns, and worst of all, his grin was the frightening part of all. Shenzi's grins could be frightened from time to time, depending on the time of day, but even she recognized this guy as the stuff of nightmares. If that wasn't enough, he unleashed a very frightened, sinister laugh that rivaled Shenzi's.

As the company saw that face, they all had the fright of dear lives. Gideon and Honest John held onto each other, while Ed and Banzai did the same. Shenzi was most shocked, and while it frightened her a bit, she tried to hold her ground and stay strong. Gideon and Ed hid deep in the arms of their friends. Honest John began to sweat in fear, even Banzai looked afraid. Then the four cuddled close together fearfully, before the Coachman urged them closer.

Shenzi, yet surprised by that face, cleared her throat and straightened up.

"You know that Pleasure Island deal sounds very serious. Actually, I'd like to know what's going on in there."

"Of course, of course," the Coachman nodded, "help me, you're right."

"However it is.....I'm starting to like it already," Shenzi said with her trademark grin.

Honest John and Gideon held onto each other in fear again, after now seeing Shenzi's grin.

"Brilliant," the Coachman said, offering his hand, "it's a deal?"

Shenzi took his hand without hesitation and they shook on it.

"The girls and I can easily do many boys with the help of our voices," Shenzi said with another grin, "they won't even know what comes to them."

She truly was interested in Pleasure Island. What was the Coachman's wicked business on the island that made the fox and cat afraid? She just had to know.

"Alright," the Coachman said, "now, I have a busload that leaves at midnight. We'll meet at the crossroads, and no double-crossing!"

"No, sir," Honest John said fearfully.

"No, sir," Ed shivered.

"Explore some and and good prospects you find, bring them to me," the Coachman instructed.

"Yes, boss," John, Ed and Banzai said in unison.

"I'll pay you well," the Coachman said, "all of you, I have a lot of gold."

"Yes, yes," Honest John nodded.

"You won't be disappointed," Shenzi said, "tonight, it'll be your lucky evening."

After moments of walking, the cricket and the puppet reached the village and ran through the streets back to Geppetto's.

"No, teacher. I can't stop now," he said, determined, "I'm fine this time."

"I prefer you," Jiminy said.

"I will," Pinocchio said, "I'll go to school."

"That's the problem, Pinoke," Jiminy said, gliding with his umbrella.

"I'm smarter than being an actor," Pinocchio said.

"Now you're speaking," Jiminy said emotionally, "c'mon, slowpoke. I'm going to take you home."

Pinocchio burst into a run with Jiminy taking the lead. Pinocchio was far behind, but he tried to keep up. Suddenly, a cane caught Pinocchio's pants as the puppet kept running without getting close to home.

"Well, well, Pinocchio," a familiar voice said, "what's your rush?"

"I have to beat Jiminy's house," Pinocchio said, turning around, "ah, hello."

By the time Pinocchio joined his friend, his eyes widened. It was none other than Honest John.

"Well, how about a great actor," the fox asked.

The fox moved his feet as well, to appear he was running behind Pinocchio.

"I don't want to be an actor," Pinocchio said, "Stromboli was terrifying!"

"He was," the sly fox asked, like he didn't know his situation.

As for who was holding the cane, it was that dimwitted cat, Gideon, who checked his nails while doing it.

"Yes, he locked me up in a birdcage," Pinocchio added.

"He did," John acted innocently.

"Huh, but I learned my lesson," Pinocchio said, "I'm going---"

"Oh, you're a poor, poor boy," Honest John interrupted, "you must be a hesitant wreck."

But then, the fox's eyes widened, and he stopped Pinocchio from running.

"That's it, you are a hesitant wreck!"

The fox cleared his throat, while putting on a pair of glasses on his nose.

"We have to diagnose this case right away. Hurry, Doctor, your notes."

Gideon caught a notebook and pencil. He licked the tip of the pencil to make it write better, ready to write anything Honest John said.

"Bless my soul," the fox examined.

He checked Pinocchio's wrist, while examining his pocket watch.

"Huh...uh-huh...my, my. As I expected.  A slight touch of financial complications due to the idyllic half-moon contradiction of the flying trapezoid."

As the cat heard all that, he immediately started writing. Meanwhile, the fox placed his glasses against Pinocchio's tongue while peering inside his mouth.

"Uh-huh...say 'hippopotamus.'"

"Hi-ho-hotamus," Pinocchio said.

The fox did the same, and like Pinocchio the glasses against his tongue made him difficult to articulate.

"I knew it," Honest John concluded, acting like a real doctor, "combined transmission of havoc with the desperate collapse of precussion and convulsions."

The cat kept writing, even writing in the air and ended it with a dot.

"Close your eyes," the fox instructed the puppet, "what do you see?"

"Nothing," he said.

Then the fox placed a handkerchief with red spots in front of his face.

"Open them. Now what do you see?"

He opened his eyes and saw the handkerchief.

"Spots," Pinocchio said.

"Aha," Honest John said, "now that heart."

The fox lifted the puppet's shirt, listening to his heart......if he had one. And then, some knocking sound was heard.

"Ooh, my heavens."

The sounds were caused by his cane which he used to knock against a window door, a bottle and a water can. It was as if he was making music.

"The inspiring syncopation of the murderous driller and the evil and wacky trampling of Floyd's joy," Honest John declared.

The cat danced in a silly fashion, until Honest John knocked his head with his cane. The fox caught his notebook off his partner's grasp.

"Faster, Doctor, that report," Honest John said.

He eyed the notebook, which contained nothing but doodles, as if made by a child. Or in this case, a cat.

"Ooh, this is completely clear! My boy, you are allergic."

"Allergic," Pinocchio said, who looked really sick.

"Yes," the fox said, "and there's only one cure; it's a vacation to Pleasure Island!"

Honest John secretly winked to his partner, who silently chuckled. The puppet was rightfully confused.

"Pleasure Island," the puppet asked.

"Yes, that happy land of a carefree boy where every day is a holiday," Honest John declared.

"But I can't go," Pinocchio said, who started to walk off, "I-"

He was about to leave as Honest John turned him back around, while Gideon stuffed his mallet behind his back.

"Why, of course you can go," Honest John existed, "I'll give you my ticket. Here."

With a flick of his hand, a 'ace of spades' card appeared which he gave to Pinocchio.

"Thank you," Pinocchio said, "but I--"

"Oh, tut-tut-tut-tut, I exist," Honest John said, "your health is Paramount. Come, the coach will leave at midnight."

The fox and Gideon lifted Pinocchio by their arms. And suddenly, the fox started singing again as they went on their road.

While the fox kept singing, Jiminy was looking for the boy.

"Pinoke? Oh, Pinoke!  Now where do you think he's--what," Jiminy said, seeing what just happened.

Before his eyes, Jiminy Cricket witnessed the fox and cat returning and taking the puppet.

"Pinocchio! Hey!  Come back," Jiminy called.

Meanwhile, the Coachman's coach took off at a fast pace. The children, who couldn't wait to have the fun they longed for, cheered jubilantly while the Coachman whipped the donkeys.

"Giddyap," the Coachman cried.

Pinocchio was actually emotional. The buckteeth boy next to them used a slingshot to hit the donkeys with rocks. What they didn't know was that their little cricket friend hung from his umbrella on a lantern just below the coach. The poor little guy was coughing dust from all the running.

"Well, here they go again," he looked into the camera.

At the moment, the buckteeth boy faced the puppet.

"My name's Lampwick," the boy introduced himself, "and you are?"

"Pinocchio," the puppet introduced, tipping his hat.

Lampwick shot another rock at the donkeys before speaking again.

"Have you been to Pleasure Island?"

"Uh-uh," Pinocchio shook his head, "but Honest John gave me--"

"I can't do it either," Lampwick interrupted, "but they say it's a swelling joint. There's no school or cops.  You can tear the joint and no one says a word."

The Coachman listened to the buckteeth boy and couldn't help but grin deviously while whipping the donkeys.

"Honest John gave me-" Pinocchio said.

"Eat bread, eat a lot, drink a lot," Lampwick interrupted, "and it's all free!"

"Honest John---" Pinocchio began.

"Boy, that's the place," Lampwick interrupted once more, "I can't wait!"

He nudged against Pinocchio, shooting another rock at the donkeys with his slingshot. The puppet gave up and decided to just enjoy the ride.

The coach was getting close to their location while the Coachman whipped the donkeys. They crossed a bridge through a cave, until they arrived at a pier where a big boat with more boys was waiting to depart. The train stopped, allowing everyone to board the boat.

They all stepped inside the raft. Soon they were close to the boat, which was surrounded by passing seagulls. They drifted far away from the village until they reached an island. They followed the big boat inside an opening with no damage. After a few moments, the boat reached its destination before a large gate with a drawbridge. The bridge came down and the gate opened, as bright light shone, and fireworks could be seen.

The children cheered joyfully, immediately stepping off the boat and rushed toward the gate. The Coachman waited there, seeing the happy children pass by. He couldn't help but grin, welcoming them.

Pleasure Island was one big amusement park with a roller coaster, a carousel and even a Ferris wheel. There was a tube releasing balloons, and one big balloon shaped like a policeman. Nearby, a big animatronic clown's head began to speak.

"Right here, boys. Get your cake, pie, dirty pickles and ice cream.  I eat everything you can do.  Total yourself.  It's all free.  It's all free, that is.  Hurry up, hurry up, hurry up, hurry up!"

Meanwhile, a lot of children went inside the tent and fought each other. An animatronic hard guy with a club spoke with a voice reminiscent of a certain sailor who ate spinach.

"The Rough House. The Rough House.  The roughest hardest joint I've ever seen.  Come in and choose a fight, boys."

Lampwick and Pinocchio were just passing by the tent. Lampwick was eating an entire roast chicken and Pinocchio had a pie and ice cream. Lampwick heard the animatronic man.

"Oh, boy, a scrap," he said emotionally, throwing the chicken away, "now, let's get in and thrust someone into our nose."

"Why," Pinocchio asked.

"Oh, just to enjoy it," Lampwick replied, walking inside.

"Alright, Lampy," Pinocchio said, tossing his pie and ice cream away.

In another section of the park, some animatronic Indians with big pipes threw cigars from boxes to the children. They couldn't wait to have one.

"A line of tobacco, a line of tobacco," an announcer said, "get cigars, cigarettes and chewing tobacco. Go in and suck your head.  No one stops you here."

The children went crazy, trying to catch one. One child broke one of the cigar boxes, sending cigars everywhere. It was there Jiminy Cricket was searching for Pinocchio himself.

"Pinocchio," he shouts, coughing smoke and dodging feet and shoes of the boys, "Pinocchio! There's something...it's a lie about this.  I have to take him outta here!"

A crowd of boys rushed toward a big house and saw the name of this particular presentation: "Model Home, Open for Destruction."

"Hurry up, hurry up, hurry up, hurry up, hurry up! Look at the model house," an announcer spoke, "it can be destroyed, and it's all yours, boys!  It's all yours!"

The boys were breaking everything; pots with plants, statues, a grand piano, everything they found in and outside the house. Inside, Lampwick and Pinocchio seemed to enjoy themselves. Lampwick scratched a match on Mona Lisa painting to light his cigar.

"What'd I warn you," Lampwick asked, "isn't this a swelling joint?"

"Yes! Bad facts are a lot of fun," Pinocchio asked, holding an axe.

"Yes, uh-huh," Lampwick said, catching a brick, "get a lot of this stained-glass window."

He hurled the brick toward the window, shattering it to pieces.

After the hyenas left, The Coachman had been watching the boys to see if everything was going according to plan. Then he turned his attention to the gate where more of these black creatures were waiting for his orders.

"Well, jump on it and you'll break!"

One crack of his whip, and the Coachman's goons began to close the large doors.

"C'mon, c'mon! Close the doors and lock them tight.  Now go down and get ready for the crates."

With that done, the Coachman, once again, focused on the boys having loads of fun.

"If you give the bad boy enough rope, soon he'll make his own donkey."

Then he chuckled darkly, but the question was; what now?

A few hours had passed while the children played and ate on the island. But now, there was no laughter, no music and nothing. Everything was silent and the amusement park seemed to be in bad state, like there had been a war or something. And the strangest fact; all the children seemed to have disappeared. The only sign of life was the cricket searching for Pinocchio.

"Pinocchio," Jiminy yelled, "Pinocchio?"

Jimny whistled, but there came no response.

"Where is everyone," Jiminy asked.

The cricket looked around the seemingly abandoned park.

"This place is like a cemetery," Jiminy said, "I don't like this look. Pinocchio!  Hey, where are you?"

As he walked further, he turned to the giant cue ball with a giant pool standing alongside it.

Pinocchio was inside playing inside playing 'pool' and it was his new friend, Lampwick's turn. He used the stick to hit the white ball against a blue ball, knocking it inside a hole. Lampwick spat something from his mouth, whistling a familiar tune while deciding which ball to hit next. While he concentrated, Pinocchio smoked his cigar.

"Guess where all the children have gone, Lampwick," Pinocchio asked.

"Ah, they're around here, someplace," Lampwick waved away, "what do you care about?"

Lampwick looked at the next ball he was going to hit and aimed his pool stick.

"You have a good time, haven't you?"

"Yes, I'm sure," Pinocchio said.

Lampwick hit the red ball and it went inside the hole. He rubbed his cigar on the pool stick.

"Oh, boy! This is the life, right, Pinoky," Lampwick asked, winking toward him.

"Yes," Pinocchio said, taking small drags from his cigar, "that is!"

"Ah, you smoke like my grandmother," Lampwick remarked.

He shot the white ball over a blue ball toward the green one, causing his cigar to land on his hand.

"C'mon, take a big drag like this."

Lampwick took a big drag from his cigar until there was barely any left.

"Alright, Lampy," Pinocchio said.

Pinocchio hesitated at first, but took a big drag from the cigar, until it was almost empty. His face turned red, smoke filled his cheeks. It's too late since Pinocchio swallowed all the smoke. The puppet's face turned purple and his eyes watered. He closed his eyes, flushing all the water out. Then he blew a small puff of smoke, as his face turned green.

"Interesting, right, boy," Lampwick asked.

Pinocchio slowly nodded.

"Well, Slats," Lampwick said, adding another point to his score, "your gun."

Pinocchio caught his pool stick and put his cigar in his mouth, but he climbed onto the pool table. He looked really bad, dizzily trying to hit the eight ball.

Pinocchio tried to hit that ball, and the number appeared to blink. He shook his head and his eyes rolled in separate directions.

Suddenly, without anyone noticing, Jiminy entered the pool hall and stood shocked by what he saw in front of him.

"What's the matter, Slater," Lampwick asked, "out of control?"

But Pinocchio didn't respond, trying to hit the ball with his stick.

"PINOCCHIO!!"

Suddenly, everybody shook in fright by a single word so loud, it caused Pinocchio to tear the table with his stick and fall on his face. He turned and saw it was Jiminy Cricket walking toward him.

"Then this is where I found you! How could you expect to be a real boy," Jiminy asked, catching the damaged cigar from Pinocchio's mouth, "look at yourself.  Smoking, playing billiards!"

Jiminy kicked against one of the balls, hurting his foot.

"Ow!"

"Well, Jiminy, you tried to sell me a stolen Burger King," Lampwick replied.

"You'll come home with me right away," Jiminy demanded.

But in the midst of all the emotion, he forgot about the buckteeth boy.

"Hey! Who's the beetle," he asked, catching Jiminy by his jacket.

"Let go! Put me down," Jiminy fought unhappily, "let me out!  Let me out!"

"He's my conscience," Pinocchio introduced, feeling better, "he warned me what was right and wrong."

"What," Lampwick shouts, dropping Jiminy, "you mean to warn me that you obey the grasshopper's orders?"

"Grasshopper," Jiminy said seriously, "why, look here, you rude young pup!"

Jiminy climbed atop a ball, facing Lampwick straight in the eyes.

"Yes! Following the grasshopper's orders won't hurt you––uh-uh...your consience, if you have one."

"Yes, yes, yes, of course," Lampwick said, hitting a ball, "the screwball in the corner pocket."

The ball hit the one Jiminy was standing on and the cricket almost lost his footing.

The cricket fought on the ball until he fell in the corner pocket, ending up in the ball return. He swiftly got up and caught his hat in time before the other ball bowled him over. He wasn't very happy, certainly not as Lampwick started laughing.

But Jiminy didn't respond. Instead, he climbed back on the table, looking menacingly toward Lampwick. He removed his coat and rolled up his sleeves.

"Why-why-you little rascal! I'll-I'll knock your block out!"

The cricket readied his fists, trying to be hard. He swung his arms in separate directions, making him look like a fool. Lampwick laughed at his silliness, but it only ticked Jiminy off.

"Why, I'll take you apart and reassemble it," Jiminy threatened, approaching Lampwick.

"Oh, don't hurt him, Jiminy," Pinocchio said, catching Jiminy by his shirt, "he's my best friend."

"Why, I'll-"

But suddenly, Jiminy Cricket stopped and turned toward Pinocchio.

"Your best friend? What am I?  It's just your conscience.  Alright, the problem's solved."

Jiminy caught his coat and hit his hat flat, ready to leave.

"B-But, Jiminy---" Pinocchio said.

"You put butter on the bread, and now you sleep in it," Jiminy scolded.

The cricket wore his coat backward and walked off. But it was no use to notice him fall into one of the pool table pockets once again. He slid down, bounced against a ball and fell on the ground. This caused Lampwick to laugh once more.

"Ha-ha-ha," Jiminy mocked, "c'mon, laugh. Turn yourself into a bastard!  I'm done!  This is the end!"

"But, Jiminy, Lampwick said people can only live once," Pinocchio existed.

"Lampwick, huh," Jiminy muttered, frustratedly walking off.

"C'mon, c'mon," Lampwick said, "let him go."

Lampwick filled four glasses with beer from a barrel.

Meanwhile, Jiminy frustratedly walked toward the gate.

"Lampwick," Jiminy muttered, kicking a cigar, "huh, Lampwick! Burned me to death!  After all, I tried to do it for him."

In his frustration, he walked through a book and destroyed a page.

"Who's his conscience anyhow? I'm yet the one, Lampwick the rogue," Jiminy said, "I'm fed up; I want to get out of here on the next boat!"

But Jiminy refused to take it, bashing against the gate.

"Open that door," Jiminy yelled, "open the door! I wanna go home!"

Suddenly, a noise from the other side of the gate made him stop speaking. Jiminy peeked inside a tiny hole underneath the gate and went inside. Suddenly, he made an awful discovery.

"C'mon, you guys," the Coachman shouts to his henchmen, "get them moving! It's lively there now.  We haven't been there all night."

There, at the dockyards, was the same boat that was loaded with children as they arrived on the island. But now, it was being filled with crate-loads of donkeys. The poor animals brayed in panic and despair. The Coachman made sure his savage beasts did a good job, not noticing the little cricket.

"Where do all the donkeys come from," Jiminy asked, scratching his head.

"C'mon, c'mon," the Coachman coaxed, "let's have another one!"

One of the goons opened a small gate with a rope, catching one of the donkeys by the ears. He pulled him out and shoved him towards his master, who looked straight in the creature's eyes.

"And what's your name," he asked.

A small tear left the donkey's eye and the only response he gave was a bray.

"Well, you'll do it! Before you go!"

The Coachman caught the donkey by the ears, stripping him off its clothes and kicked him inside a crate.

"You guys'll bring a good price," he chuckled.

The crates the donkeys were kept have signs like "Sold to the Salt Mines" and "Sold to the Circus". The poor animals lowered their ears in fear and despair.

"Alright, next," the Coachman called out.

A smaller donkey appeared in front of him, as the villain grinned.

"Then what might your name be?"

"Alexander."

Then what just happened, shocked everyone more. The moment the donkey spoke, the eyes of the cricket went big.

"Huh...well, you can speak."

"Ye-yes, sir," the donkey said fearfully, "I want to go home with my mother!"

"Take him back," the Coachman shouts, "he can yet speak!"

"Please, wait! I don't want to be a donkey," the donkey pleaded, along with the others, "let me get out of here!"

All the donkeys lamented and begged, as the Coachman's shadow loomed against the wall.

"SILENCE," he yelled upset.

A crack of his whip made the donkeys silent, trembling on the ground before his gaze.

"You boys have a great time, now PAY the price for it!"

"Boys," Jiminy asked.

He began to think and suddenly, his eyes went wide.

"Then that is---Pinocchio," Jiminy shouts, running back through the hole.

He rushed toward the pool hall as fast as he could, hoping he wasn't too late.

In the meantime, Lampwick hung around the pool table with Pinocchio.

"Ha," Lampwick said, drinking his beer, "hear the beetle speaking, you'll think what'll happen to us."

But suddenly, Lampwick's ears grew long while he spat from his mouth again. Surprised, Pinocchio looked at his beer. He shook his head and pushed the mug aside on the table.

"Conscience...no fair," Lampwick muttered while playing pool.

But then, an ugly tail grew straight from the seat of his pants. Everybody shook their heads at that, even Pinocchio acted weirdly. He looked at his cigar a few times and threw it off. But everybody was speechless as Lampwick remained fully oblivious.

"Where do you get so many facts," Lampwick said, walking towards the other side of the table, "how can you expect to be a real boy?"

He hit another ball and caught his cigar. Suddenly, as he turned around, his face changed to that of a donkey.

"What does he think of me, an idiot?"

"You must know," Pinocchio said, beginning to laugh.

Suddenly, his laughing changed to braying. He swiftly covered his mouth after seeing and hearing that.

Lampwick approached the puppet, who covered his mouth with his arms.

"Hey, you grin like a donkey!"

The boy began to laugh, until he also began to bray. He swiftly covered his mouth...or muzzle in that fact.

"Is this from me?"

Pinocchio nodded fearfully. Lampwick touched his nose, which felt rounder and weird.

"Oh!"

Then he touched his cheeks and felt that they were furry.

"What?"

Then he slowly touched his ears and noticed they were longer. He swiftly caught them and looked at them.

"What the--what's going on?"

He swiftly walked towards the mirror and to his horror, he saw his donkey face.

"AAHHHH!!!!"

Everybody gasped as they watched Lampwick run around the room in fear and panic.

"I was fooled," Lampwick shouts, "help! Help!  Someone, help!  I was framed!  HEEEEEELLLP!!!"

The puppet couldn't help but watch in horror. Lampwick fell on his knees, crawling toward him, who didn't know what to do. It frightened him as he got close, as he stepped backward.

"Please, you have to help me," Lampwick begged, crawling towards Pinocchio, "you must help me! Oh, be a pal!"

The frightened boy caught Pinocchio by his overall, shaking him.

"Call that beetle! Call anyone!"

Suddenly, to everybody's horror, Lampwick's hands were forcibly changed into hooves.

Pinocchio gasped.

"Maman," Lampwick yelled his lungs out, "MAMAAHHHH!!!!"

The poor boy was forced to walk on all fours, not long before he lost his speech. Everybody hid behind a chair or table while the donkey, formerly Lampwick, brayed wildly. Pinocchio bit his fingers watching this in shock.

The donkey bucked against the mirror, shattering it to pieces. He also bucked the table and chairs, while kicking away his clothes.

Pinocchio ducked from a chair. But the problem grew worse, as Pinocchio grew donkey ears.

Pinocchio felt and caught his ears, looking at them in horror.

"Oh, what just happened?"

Meanwhile, Jiminy raced as fast as he could toward the pool hall.

"I hope we're not too late," Jiminy said.

Back at the pool hall, the situation grew worse and Pinocchio was panicking.

"What have I done," he asked.

Suddenly, he grew a tail.

Eventually, Jiminy reached the pool hall.

"Pinocchio," Jiminy called.

"Jiminy," Pinocchio cried, approaching the cricket, "oh, Jiminy, help!"

"Wait, Pinoke," Jiminy said, "the children, the boys, they're all donkeys!"

He placed a finger on each ear to lure, but he looked at Pinocchio.

"Oh, you as well!"

Pinocchio nodded.

"C'mon, hurry up," Jiminy said regretfully, "before you get any worse!"

The donkey watched the cricket and puppet run away through the park.

"What? They were just born," said Roger.

"I can see that," said Cruella.

"But, Cruella, the puppies have to be with their mother for several weeks. They're not ready to go," Anita said.

"Well, fine, put a little magic paintbrush on me. How much have you done," Cruella asked.

"They're not for sale," said Roger.

"Oh? You've had some money, are you?  Have you made some foolish games that will bring out the innocent players into video games," Cruella asked.

"Actually, I have--"

"What Roger needs to say is that we're not sure we're going to sell the puppies," said Anita.

"Anita, don't be funny! You can't possibly keep them.  I'll pay you double for what they deserve.  C'mon now, I'm more generous," said Cruella as she reached into her purse and pulled out a pen and a checkbook, "500 pounds!"

"Oh, boy," said Anita.

"7,500 pounds! Nice?  Two arms, two legs and a head," said Cruella.

"But, Cruella, what are you going to do with fifteen puppies," Anita asked.

"But that doesn't matter, Anita. She can't get anything because they're not for sale," said Roger.

"I'm so tired of you, Roland," Cruella said.

"Roger!"

"Nothing. It's crazy," said Cruella as she offered the couple the signed check.

But Roger and Anita wouldn't take the check that Cruella was offering them, but they couldn't make up their minds.

Then Cruella held the check in front of Anita and Roger. "Take it," she whispered.

Anita and Roger looked at the check that Cruella had signed and was holding up in front of them. On it was written "Pay to Anita Dearly. 7,500 pounds."  Despite the enormous amount of money that was written on the check, Roger and Anita yet refused it.

"TAKE IIIIIIIIT," Cruella shrieked with her eyes as big as saucers as a loud crack of thunder was heard outside, causing the lights in the house to go off and then come back on again. Cruella just stared at Anita and Roger while yet offering the check, with a creepy wide smirk on her face, one of her eyes twitching and her entire body trembling.

"Cruella...the puppies are not for sale," said Anita.

"You're sure," Cruella asked.

"Yes," Roger and Anita responded together.

"Alright. Keep the little animals.  Do whatever you want with them.  Dive them, for whatever I care about," she said as she tore up the check. "You're a fool, Anita! I'm useless to fools.  You're fired!  You're done!  You're never going to work in style again!  I'm done with all of you," she said as she threw up the torn check in Anita and Roger's faces. "I'll take revenge! Just you wait!  You're going to regret this!  You fools!  You IDIOTS," she yelled before storming away from the front door.

The ocean was calm, as a head burst from the water.

"Son, I thought we'd never make it," Jiminy said, "it certainly feels good to be back on dry land. C'mon, let's go home."

The cricket and puppet rushed at their own pace to Geppetto's workshop. But this time, he stayed close to Pinocchio...just in case.

A few moments went past, but eventually, they reached Geppetto's workshop.

Pinocchio ran very fast towards the house, after such a long day.

"Father," Pinocchio called, "Father, I'm home!"

"I'm home, Mr. Geppetto," Jiminy called, "go home again!"

"It's me, Pinocchio," Pinocchio called, pulling the doorknob and the bell, "I'm here to stay!"

"Hey there, Mr. Geppetto," Jiminy said, ready to go in, "eventually home."

But something wasn't right. They knocked and rang the bell, but there was no response. Not a single sound.

"But wait, perhaps he's asleep," Jiminy thought.

Jiminy jumped toward the window and peered inside.

"Father? Father, it's me," Pinocchio called out.

Pinocchio joined Jiminy at the window. He wiped away some of the dust for a better look.

"Pinoke, come here," Jiminy ushered.

Pinocchio approached the window and looked.

"Look," Jiminy pointed out, "he's not here."

He looked inside and realized he was right. There was no one in the house, not a single sign of life.

"He-He's gone," Pinocchio said softly.

"Yes, and Figaro," Jiminy said.

"And Cleo as well," Pinocchio said.

Everybody sat along the stairs in front of the house, considering what must be done.

"Perhaps something horrible happened to him," Pinocchio said.

"Don't worry, darling," Jiminy consoled Pinocchio, "he probably wouldn't have gone that far."

Suddenly, a white dove flew over them and dropped a piece of paper with gold writing on it. It landed right before their eyes.

"Hey, look," Jiminy said, jumping toward it.

The cricket put on his glasses to read the words.

"It's a message."

"What are you speaking about," Pinocchio asked.

"It's about your father," Jiminy said.

"Where is he," Pinocchio asked.

"Why, uh...uh...here, uh...he went looking for you, uh...uh...he was swallowed by a whale," Jiminy read.

"THE WHALE SWALLOWED IT," Pinocchio said.

"Yes, uh-huh, a whale," Jiminy realized, but read, "a whale named Monstro. Uh, but wait!  He's alive!"

"Alive? Where," Pinocchio asked.

"Inside the whale at the bottom of the sea," Jiminy read further.

"The bottom of the sea," Pinocchio asked.

"Uh-huh. Uh-hey," Jiminy called, seeing the puppet run off, "where are you going?!"

"I'll find him," Pinocchio declared, walking further.

"Are you crazy, Pinoke," Jiminy asked, running in front of him, "don't you know he's in a whale?"

"I have to go to him," Pinocchio said, walking further.

"Hey, Pinoke, please wait," Jiminy called out, "listen up, son!"

Together, they ran through the streets toward the sea.

It was already morning by the time they approached the cliff. They stood over the ocean stuffing themselves, Pinocchio tying his donkey tail around a rock.

"He's a whale of a whale," Jiminy said, dumbfounded and continued, "but this monster....I've heard of him. He's a whale of a whale.  Why, he swallows the entire ship alive!"

Pinocchio gulped, while he looked uncomfortable.

"Now tie it tight," the cricket said, helping Pinocchio, "besides, it's dangerous. Why, I-"

"Farewell, Jiminy," Pinocchio said, offering his hand.

"Farewell," Jiminy asked, "perhaps there's a live bait down there, but I'm with you."

Jiminy jumped onto the rock Pinocchio was carrying.

"C'mon, let's go," Jiminy said, holding his nose.

Pinocchio took one step and fell straight into the ocean.

"Watch out beloooooOOOOW," Jiminy yelled.

SPLASH!! The water erupted as Pinocchio was pulled down, trying to hold his breath. Fish swam out of the road as they dropped to the bottom.

"Passage down there," Jiminy called.

Eventually, Pinocchio reached the bottom while Jiminy swam down to meet up. Pinocchio almost lost his hat, but swiftly caught it.

"Gawrsh," Pinocchio nodded, looking around, "what a big place!"

Jiminy attempted to stay on the bottom, while Pinocchio pulled his tail, where his feet stayed on the sand.

"C'mon, Jiminy," Pinocchio called out.

"Alright," Jiminy said, catching a stone with his hat, "as soon as I stabilize."

Suddenly, a little fish appeared in front of him. Jiminy pushed it off.

"One side, sister," he said to the fish.

He placed the hat on his head, making sure his feet stayed on the ocean floor.

"Well, it's been a while."

But the stone's weight caused him to flip upside down. The cute little fish grinned and turned upside down for fun.

"Huh...put it on the wrong end," Jiminy replied.

He flipped onto his two feet along the sand, caught his hat and opened his pants iwde. He didn't count on the fish being a peeping tom, but Jiminy was watchful and made sure the fish wasn't noticing.

"Huh, there's nothing more private than a goldfish."

He dropped the stone inside his pants, readjusting it.

"Ooh, it's chilly."

With that taken care of, he followed Pinocchio. They swam toward some big rocks, searching for the giant mammal residing there.

"Father," Pinocchio called.

He swam toward the rocks, covered with sea anemones and clams.

"Father," Pinocchio called again.

The anemones and clams hid either in the rocks or within their shells.

"Hey, Pinoke," Jiminy called, trying to keep up, "wait for me!"

"Father," Pinocchio called.

"Father," Jiminy called, suddenly realizing, "huh, he's not my father. Mr. Geppetto!"

Suddenly, the fish bit Jiminy's umbrella and pulled him back.

"Hey, what the--"

Jiminy fell onto the sand before he could finish. He used his foot to pry the fish off from his umbrella.

"Hey, let-let go," Jiminy argued, threatening the fish with his umbrella, "run, you little..."

Suddenly, a bigger fish, probably the parent, loomed over Jiminy.

"Squirt," Jiminy finished hesitantly.

The bigger fish didn't look very happy, staring the cricket in the eyes. Jiminy hesitantly backed off.

"What's going on? No way, uh––I just--"

The cricket stumbled over a rock and fell on his back, while the big fish kept staring frustratedly. Jiminy tipped his hat hesitantly.

"We were only looking for Monstro."

The moment Jiminy said that, the big and little fish shivered in fear and ran off. The danger was over, for the moment.

"I would've hit them," Jiminy said.

Meanwhile, Pinocchio kept searching, not knowing schools of fish followed them curiously.

"Father," Pinocchio called, "Father!"

He paused for a moment, while the water pulled him back. Fortunately, the tail wrapped tightly to the rock kept him afloat. It was then he noticed all the different fish appearing in front of him.

"Hello," Pinocchio greeted.

He tried to pet a fish, but it swam into his sleeve, tickling him in the process. The fish swam out his other sleeve as Pinocchio turned around. The puppet turned and was stunned at all the fish looking at him.

"Uh...can you warn me where we can find Monstro the Whale?"

But the moment he asked, the fish shivered in fear and swam off.

"Gawrsh, that's awful," Pinocchio said.

In the meantime, Jiminy Cricket knocked on an oyster shell, which opened on contact.

"Uh, excuse me, Pearl," Jiminy said, clearing his throat before stepping inside, "do you know Monstro the Whale?"

SNAP!! The shell closed and swiftly dug inside the sand, spitting Jiminy and his hat out. Both were trapped in bubbles.

"Hey, there it is," he said.

Jiminy used his umbrella to catch his hat, unintentionally causing his bubble to fill with water. As the bubble got complete, it burst, freeing Jiminy.

"Father," Pinocchio called again.

Jiminy caught up with the puppet, swimming towards Pinocchio's rock, which got covered in marine life. He shoved a starfish out of the road and swept away the other creatures.

"One side over there, darling. Guys, let's break up.  Let's break up now."

Jiminy stood on the rock as they swam through some seaweed, until they heard neighing sounds. Next fact you knew, Jiminy Cricket got surrounded by seahorses.

"Hey, what the--wow, stop, stop, stop pushing. Stop, woah.  Don't push yourself.  Now calm down.  Calm down there."

Soon Pinocchio was surrounded by them as well.

One of them wrapped its tail around Pinocchio's nose. The puppet chuckled and caught it gently. Jiminy was riding a seahorse that looked more like a donkey.

"Whoa-ho-ho there. Wow!  Easy now, Nellie.  Go ahead, Pinoke, and ask them."

"Can anyone warn me where Monstro is," Pinocchio asked the seahorses.

Once again, the seahorses swam away in fear. The one Jiminy rode on kicked wildly to get him off his back.

"Wow! Whoa, darling," Jiminy shouts, "wow, woah!  Hey!"

The seahorse gave him one punch with its tail and swam off.

"Thanks a lot," Jiminy muttered, swimming further.

And then, they continued their lonely search across the big ocean.

"Father! Father," Pinocchio called.

"Mr. Geppetto," Jiminy called.

Many fish and marine life watched the pair's search for the beast, the terror of these waters. Let us just hope our heroes knew what they were getting themselves into.

Somewhere, in a very strange place, a boat floated on the water. It was very silent; the only sign of life was an old man with his cat and goldfish. They were none other than Geppetto, Figaro and Cleo. Geppetto and the kitten were fishing, but thus far hadn't caught anything. It looked very mournful for them.

"Not a bite for several days," Geppetto said, "we can't endure much longer."

Cleo the Goldfish pushed some pebbles up in her bowl. They looked like tombstones, thinking they were going to die soon. Geppetto looked very cold, so much he sneezed along with Figaro, the cat almost falling from his spot.

"I never thought it would end like this, Figaro," Geppetto said, "starving to death....in the belly of a whale."

Figaro shed a single tear, rubbing himself against his owner. Geppetto stroke his friend's back.

"My poor little Pinocchio. He was such a good boy."

After a while, Geppetto checked his fishing pole to see if he had a bite. But not even a nibble.

"It's hopeless, Figaro."

As he placed the pole back in the water, Figaro pulled his line with his tail. Mournfully, he didn't catch anything either.

"There's not a fish left," Geppetto said, "if the monster doesn't awaken soon, I-I'm afraid wewe're done."

Geppetto was on the verge of giving up, holding his hand to his face in defeat.

Meanwhile, our heroes continued their search for Geppetto, but found no clues. Their search led them through deeper waters.

But suddenly, something swam toward them. But it turned out to be another type of fish; tuna.

"Here they come," Geppetto pointed, "tuna!"

Before long, another tuna appeared.

"Tuna fish," Geppetto pointed, "food! We'll eat!  Here's a big one!  Keep them in there, Figaro!"

But then, an entire school swam toward them.

Suddenly, the whole shoal swam over their heads. Everybody kept looking at the fish.

"Hey! Wait a moment," Pinocchio called out, "ha-have you seen---"

While Pinocchio tried to ask, he saw a big whale smashing through a big rock, pursuing the tuna. Worst of all, it came straight toward him.

"MONSTRO," he shrieked.

He began to swim off. But suddenly, the rock tied to his tail got stuck in another rock.

"We have to get out of here," Jiminy said, untying the remaining knots with his umbrella.

They swiftly swam off, while Monstro destroyed the spot they stood on with its weight and size. The puppet and cricket swam as swiftly as they could.

"C'mon, Pinoke," Jiminy said, swimming swiftly, "don't wait for me!"

Pinocchio was the fastest. He swam as fast as he could, but the whale came closer.

Soon the whale sucked Jiminy Cricket.

With Jiminy swallowed inside the whale's mouth, Pinocchio was the only one left. He swam as hard as he could, almost getting inside the whale. He held onto some tuna, going from fish-to-fish to get out of Monstro.

Pinocchio held tight, swimming toward the surface. The fish and the whale swam towards the surface as well. Out of the water, Pinocchio flew into the heavens while the fish flailed and fell back in the water.

The whale jumped out of the water, its mouth wide open and took the fish and Pinocchio. It closed its mouth and smashed back to the water with a loud splash.

Pinocchio gasped as his head burst out of the water, swirling around until he got dizzy.

"It looks like the last of them!"

Sure enough, the old woodcarver was fishing. He was really doing a good job.

"Here's a great one," the woodcarver shouts, "only a few left!"

Pinocchio caught hold of the tuna Geppetto caught. He threw the fish and the puppet over his shoulder, and they landed inside a big box with more tuna.

"We have to work fast," Geppetto shouts.

"Hey," Pinocchio said, but his father didn't hear him.

"Here's another one," he shouts.

"Hey, Dad," Pinocchio called.

Nevertheless, he tried to get his father's attention.

"Dad," Pinocchio shouts.

"Don't disturb me now, Pinocchio," Geppetto shouts back.

Suddenly, he stopped fishing as his eyes widened in realization.

"P-Pinocchio?"

"Dad!"

"Pinocchio, my son!"

Geppetto swiftly rushed toward his son, but incidentally caught a tuna that jumped out of the box and kissed it.

"Hey, Dad," Pinocchio said, "here I am."

"What," Geppetto said.

He faced Pinocchio in confusion, then to the tuna and swiftly threw the fish off.

"Oh, oh, yes! Pinocchio, my boy!"

Pinocchio jumped into his father's arms, the two sharing a loving embrace.

"I-I'm so glad to see you," Geppetto said happily.

"Me as well, Dad," Pinocchio said.

A familiar kitten jumped out of the box, landing on Geppetto's head.

"Oops," Geppetto laughed as the cat slid down.

"Figaro," Pinocchio said.

The kitten meowed, nuzzling against Pinocchio and Geppetto.

"Aw, Figaro," Pinocchio said.

The little goldfish jumped out of her bowl joyfully.

"Cleo," Pinocchio cried, approaching the bowl, "oh, Cleo! You're here, as well!"

Pinocchio stroke Cleo's back.

"Yes," Geppetto said, "we're all together again!"

As he hugged Pinocchio, the little wooden boy sneezed.

"Oh, you-you're soaked," Geppetto noticed.

"Yes, Dad," Pinocchio replied.

"You-you mustn't get a cold," Geppetto said, placing Pinocchio on a barrel.

"But I've come to save you," Pinocchio said.

"You shouldn't have come down here," Geppetto continued.

"But, Dad..." Pinocchio protested, while Geppetto dried him with a blanket.

"But I'm horribly glad to see you," Geppetto grinned, absent-mindedly, "let me take your hat."

Geppetto caught Pinocchio's hat, but to his shock, he saw the donkey ears.

"Oh! Pinocchio!"

Everybody turned to see Pinocchio, while Figaro hid behind the fishbowl for cover and Cleo hid behind her castle for refuge. The two were rather shocked.

Pinocchio looked around, confused.

"Wh-Wh-What's the matter?"

"These ears," Geppetto said, placing a finger on each side of his head.

"What? Ears," Pinocchio asked, catching his ears, "oh, these.  Hah.  Oh, that's nothing.  I have a tail as well."

Pinocchio laughed, but suddenly brayed again. It frightened the living daylights out of the kitten, who jumped inside the fishbowl. Cleo was just as shocked.

"Pinocchio," Geppetto gasped, "what just happened to you?"

"Well, I-I-I-" Pinocchio hesitantly said, playing with his tail, "kind of a long story."

"Not as long as something goes wrong," Geppetto shrugged it away, "old Geppetto has his little Wooden Head. Nothing else matters."

Everybody watched Geppetto hoist Pinocchio up, rubbing noses.

They hadn't really thought about that, to warn the truth. Now that they found Geppetto, they yet needed a plan to escape the whale's belly.

"How come," Geppetto asked, shaking his head, "oh, dear, oh, dear, son. I've tried every fashion.  Why, I-I even built a raft."

Geppetto went outside to show them the raft, which looked only big enough for a few passengers.

"A raft," Pinocchio observed, "that's it!"

"What," Geppetto asked.

"We'll take the fleet," Pinocchio explained, "and then the whale opens its mouth--"

"No, no, no, no, no," Geppetto interrupted, presenting with his hands, "listen, son. He only opens his mouth if he eats.  If everything comes in, nothing goes out."

Boris spat out the snow and sat up, shaking the snow off his head again. Looking to the brothers, he acted like he was rolling up his sleeves with his wings and decided, "it's time for goose to kick a little bear butt!"

But Muk and Luk were no longer in a joyful mood as they looked afraid. The snow in their clawed paws fell as they both shuddered in fear. Thinking that he was eventually getting to them, Boris crossed his wings. "Aha! Eventually!"

"Your old uncle Boris is making an impression," the Russian goose said while Luk pointed his claw at something behind Boris. Then Boris started to walk again as he knocked into something behind him. "Now what," the Russian goose questioned.

He thought it was Balto, but Boris noticed that whatever had run into had fuzzy fur. Placing a wing against it, he could that it was something big and a growl made him really hesitant. Slowly glancing up, Boris found himself looking into the frustrated face of a grizzly bear. The grizzly bear let out another growl. Boris gave a noiseless shriek as he was yet pressed up against the wild bear. The grizzly bear gave a loud roar and raised his paw to strike Boris.

Balto turned back and gasped as he saw his friends under attack. Boris shrieked as the grizzly bear brought his large paw down at him. Though it didn't hit Boris, the paw did send him flying into the stump of a tree where he became stuck. Boris let out muffled shrieks due to the tree and the grizzly bear swatted the stump. The stump went flying through the air and both Muk and Luk shrieked as it came falling towards them. They tried to run off before coming back together just as the stump landed around them like a cage. All three of them found themselves trapped as the grizzly bear stomped closer.

Balto ran to help his friends and jumped at the grizzly bear with a growl. But the giant grizzly bear turned his head to see him coming and swatted the wolf-dog back. Balto groaned as he landed in the snow and tumbled a little. Balto picked himself up just as the grizzly bear turned his attention back to his trapped friends. Getting back up, Balto ran to stop him from hurting the three.

"HEEEELP," Luk cried before he, his brother and Boris closed their eyes in fear as he came closer. The grizzly bear raised his large clawed paw to finish the three off and stuffed his Shadow Slash attack. But before he could bring his paw down, he roared in pain as Balto had bit into his leg. Balto snarled as he pulled on the leg to topple the grizzly bear, but the grizzly bear backhanded the wolf-dog off. Balto once again tumbled in the snow before looking up at the grizzly bear. The grizzly bear growled in rage for the attack. Balto growled as the problem was starting to get much worse. He threw his head up and let out a loud, anguished shriek.

The grizzly bear dodged the attack before flying in low to attack the wolf-dog. Balto jumped out of the road of being rammed into, but yelped as one of the grizzly bear's extra arms caught his back foot. Balto cried out in grief as he was being dragged along for the ride. But seeing as he had much a better shot, Balto opened his jaws wide before unleashing another Howling Blaster attack. The attack landed against the grizzly bear's chest and the grizzly bear cried out in despair and his grip on Balto loosened a little. Taking advantage of this, Balto performed his Wolf-Dog Thrust and kicked the grizzly bear in the same spot. It caused the grizzly bear to roar again while letting go of Balto.

The wolf-dog fell through the air before turning to where he could land on his feet. Balto created grooves in the snow from his landing and looked up to see the grizzly bear coming in for another attack. Balto charged forward before jumping into the air and used his bite on his foe's shoulder. The grizzly bear growled in pain this time before landing on the ground and catching Balto with all four of his paws. With a mighty shove, he forced Balto away and onto the ground again. But before Balto could even get up to attack, the grizzly bear caught all four legs with his paws and lifted him up into the air. Balto stuffed another Howling Blaster, but the grizzly bear was fast to throw Balto down again with one paw. The wolf-dog snarled and was able to bite into the grizzly bear's paw, causing him to roar in pain. The grizzly bear retaliated by catching hold of Balto with two more paws before jumping high into the air and bringing the wolf-dog down hard against the ground.

Balto groaned as he hit the ground and found himself on his back. The grizzly bear used a free paw to keep Balto's muzzle shut where he couldn't fire another attack. Balto desperately tried to use his claws to scratch at the grizzly bear's arm to get it off to no avail. Then with two shoves with his three other paws, he pushed Balto deeper into the snow and drove the air from his lungs. Balto became disoriented from the lack of air and pressure on his chest. The grizzly bear growled and was about to use his Power Guillotine attack. But before he could bring them together on the wolf-dog, a Flamethrower attack hit the grizzly bear in the back. The flames made the grizzly bear snarl in pain and he turned back just as Jenna jumped up and used her bite on the grizzly bear's paw. The grizzly bear let out a painful roar and Jenna followed up with a kick to the grizzly bear's face. Balto was able to get a little breath back, but was yet a little disoriented as he said, "Jenna?"

The grizzly bear caught Jenna with his two other arms before shoving her off. The red husky groaned as she tumbled in the snow and moaned in pain as she stopped. Jenna looked up to see the grizzly bear turning his attention back to the trapped Balto under his paw and was about to attack again. But Jenna came to the rescue again as she ran to the grizzly bear and used her fangs as she bit the underside of his snout. The grizzly bear roared in pain from the burning sensation and Jenna followed up by limiting her power as she used her Flamethrower. The grizzly bear reared up in pain and released his grip on Balto as he tried to wrestle the red husky off of him. Balto coughed from the lack of air in his lungs and started to get back up again.

The red husky yet tried to get Jenna away from him while he stomped backwards to the trapped trio. Everyone shrieked and/or wheezed as it got too close. Then Luk used his claws to start scratching at the bark and Muk did the same. Boris watched as the two worked, but became hesitant as the grizzly bear stomped closer. But luckily for them, it didn't step on the stump or them. The grizzly bear was able to catch hold of a growling Jenna before tossing her down again. Jenna shrieked as she fell and groaned in pain as she hit the stump and freed the three. Muk and Luk were holding onto each other as Boris came down and bonked against Muk's head, who bonked down on Luk's. All three flinched from him before looking up at the grizzly bear.

But the grizzly bear wasn't worried with them at the moment as he turned back to Balto, who was just starting to get back up. The grizzly bear stomped towards the weakened wolf-dog and raised his paw to use Shadow Claw against his back.

Muk, Luk and Boris all looked to each other before becoming determined to save their friend. Boris comically fell off of Luk's head as he and his brother opened their jaws wide. Both of them spat out a Pyro Sphere and Pepper Breath attack respectively and the two attacks hit the grizzly bear square in the back. The grizzly bear stopped and turned back to the two with a growl. Both Muk and Luk gave a hesitant chuckle and the grizzly bear started turning towards them. Baring his teeth, the grizzly bear charged right at them. Boris stood up and threw the feathered ornament on his head.

But the attack harmlessly bounced away from the grizzly bear's head as he kept coming. Jenna rose to her feet again and unleashed a third Flamethrower attack. The grizzly bear willed himself to go through the flames before getting ready to strike at the four with his Scissor Hands attack with his sharp claws. Balto glanced back and saw that his friends were in danger, and began to feel the need to protect them and stood up on his own four feet again.

The grizzly bear was just a few inches away from hitting his claws on the four as he felt a change in the wind. Jenna, Boris, Muk and Luk all felt it as well. They looked over to Balto, who was fully enveloped in light as he let out a loud howl. All five shielded their eyes from the intense light as Balto started to yell. The grizzly bear turned to face Balto as the wolf-dog continued yelling while something started to happen to him. Though none of them could see it, Balto was starting to change. His forepaws started to rise off the ground while the trees in the forest close to him were being pushed off of the wolf-dog hybrid. Balto's friends braced themselves from the blowing winds coming from the wolf-dog as he continued to transform. Some of the trees were knocked down from the force of the winds.

As both the light and the winds died down, only then did Balto's friends and the grizzly bear look to see what just happened. Kneeling down where the wolf-dog was, a new manner of creature sat there. He looked to be a bipedal beast with dark red fur covering most of his body, a white underside, dark blue tiger stripes and dark blue-tipped blade-like fashion on his back. Some of these blade-like fashions were a little brown like rocks. It was wearing torn blue jean pants with a spiked knee-pad on his right leg and a normal knee-pad on the left. Attached to the creature's arm sleeve was a bracer and wearing brass knuckles on both hands. Around the creature's neck were five or six dog tags inscribed with something.

The creature stood up straight and opened his eyes. Jenna, Boris, Muk and Luk gasped in despair after realizing it was yet Balto, but he had just undergone a major transformation. Balto turned to the grizzly bear and said, "you keep away from my friends. Because now you'll have to deal with me."

The grizzly bear just growled at him before baring his teeth. Balto didn't look that impressed or afraid against the grizzly bear and said, "you're fighting against a werewolf now."

"A werewolf," Jenna asked as she and the others were slightly awed. The grizzly bear let loose a roar before charging towards the transformed wolf-dog. But Balto didn't move until the last second as the grizzly bear brought his paw down and unleashed a Wolverine Claw attack. But Balto was ready as he jumped up into the air and over the grizzly bear. Then the wolf-dog spun before delivering a falcon punch to the grizzly bear's back. The blow made the grizzly bear to fall forward and it turned with a snarl. Balto lunged forward and slashed at his chest, giving him some big scratches.

The grizzly bear was driven back each time the werewolf landed a blow. The grizzly bear caught one of Balto's paws before lashing out with his claws. Balto was able to stop from being cut in half by placing his free paw on one uppercut and his foot on each other. Balto strained as he tried to keep the bigger grizzly bear at bay. Then the werewolf raised his free foot before hitting it against the grizzly bear's face with another butt kick. The grizzly bear fell on his back while Balto back-flipped through the air. As he landed, Balto rushed at the grizzly bear before landing a kick to the grizzly bear's stomach. The grizzly bear was pushed back again while Balto landed another one to the grizzly bear's side with his leg. Then jumping up, Balto hit a knee against the grizzly bear's head before back-flipping again. The grizzly bear turned to the werewolf just as he came back as he kneed him in the face, this time with the spiked knee-pad. The grizzly bear roared in pain from the sharp edges in his face. With a kick from his other foot, he knocked the grizzly bear back.

His friends all watched in amazement as Balto was able to beat the grizzly bear back. The giant grizzly bear smashed through a giant tree and down into the snow. Then the grizzly bear bared his teeth back up again before taking charge once more. Balto watched as the grizzly bear turned as he charged before coming at him. Balto ran forward before reaching down and flinging his paws up with boulders in his claws with a Rock Throw. The two boulders flew towards the grizzly bear, who was able to catch them before crushing them. Then charging down really fast, Balto braced himself as the grizzly bear came right at him. The grizzly bear flung snow at Balto and he braced himself. Though he wasn't harmed by the snow, Balto gasped as the grizzly bear caught hold with all four of his paws. The werewolf attempted to break out of his grip, but was once again taken up into the air. The grizzly bear started spinning really fast before flinging Balto down. Balto cried out in pain as he tumbled in the snow and smashed through some trees. But as he stopped tumbling and started to get up, the grizzly bear charged in and landed his Fair Ball attack, which knocked Balto down.

The werewolf looked up and gasped as he saw the grizzly bear looming over him. Balto scooted backwards as he suddenly felt something pressing against his back. Glancing behind him, he saw that his back was pressed against some branches. An idea coming to mind, Balto waited for the right opportunity as the grizzly bear came closer. As he was but a few feet from him, the grizzly bear jumped at him. Balto moved out of the road and the branches flew forward. They smacked into the grizzly bear's face and he roared in pain before backhanding an incoming Balto in the face.

Balto shrieked as he was sent sliding down a snow-covered hill before tumbling down at the bottom. The grizzly bear started walking down the hill to continue the battle. Jenna, Boris, Muk and Luk ran to the edge of the hill and watched with both fear and hope for their friend. Balto groaned as he rose onto his feet again. The grizzly bear knocked down a tree or two as he made his road down to the werewolf. Balto stuffed himself as he could feel that the ground underneath him was a little more slippery. With a swipe of his foot, Balto's eyes widened to see that he was standing on a frozen lake and an idea came to mind. The ice underneath the grizzly bear crunched as he stepped out onto the frozen lake. From up the hill, they were yet concerned for Balto. "C'mon, Balto," Jenna muttered, "you can do it."

The werewolf dashed forward just as the grizzly bear bared his teeth and charged forward as well. The grizzly bear lashed out one of his claws and Balto caught it while performing a reversal and threw the grizzly bear over his shoulder. The bigger grizzly bear smashed onto the ice and cracked it while Balto used his back as a springboard to jump high into the air while tearing his skin off. The grizzly bear roared in pain from the loss of his appendages before turning his head. The werewolf went high enough into the air before coming down on the grizzly bear. Though they couldn't warn, the grizzly bear was surprised as Balto used a really strong wolf-dog kick that forced him through the ice. Balto back-flipped off just as the grizzly bear fell into the icy waters below. The werewolf looked to the hole in the ice to see if the grizzly bear was really gone. He breathed a breath of fresh air.

But as Balto turned around to walk off, a paw burst from the water and caught his ankle. Balto and his friends all gasped as the grizzly bear yanked his paw back and he pulled Balto away from his feet. Jenna, Boris, Muk and Luk rushed down to help them as Balto was slowly pulled into the hole. Balto tried to anchor himself by digging his claws into the ice, but the weight of the grizzly bear yet dragged him down. "Yoo-hoo! Balto," his friends all cried out in grief.

Balto yelled out as he could feel the icy water against his legs. Jenna tries to go faster to get to the ice as she shouts, "Balto!"

But with a final yank from the grizzly bear, the werewolf was yanked under the water. Jenna and Boris stopped on the shore and cried out in grief, "noooooOOOO!!!!"

The icy waters in the hole seemed to silence.

Jiminy couldn't help but blush at all the snowball fight with the polar bears.

"It's hopeless, Pinocchio," Geppetto said, "c'mon, we're making a nice bonfire, and we're cooking some of the fish."

As Pinocchio heard what his father said, a light bulb glowed in his head.

"A fire! That's it!"

Pinocchio's yell caused Darien to gasp in shock, while the old man was oblivious.

"Yes, and then we all eat again," Geppetto continued.

"A bigger fire," Pinocchio said, dashing into the boat, "lots of smoke!"

"Smoke," Geppetto said, "oh, yes, certainly. A smoked fish will taste good."

Pinocchio caught all the firewood from a red box, handing them to his father.

"Faster, some wood," Pinocchio said.

"Pinocchio, not the chair," Geppetto yelled.

Outside, Pinocchio smashed the chair against a barrel.

"Hurry up, Dad! More wood!"

Everybody caught as much wood as they could, even some planks off the ship, placing them along the barrel and the broken chair. Geppetto and Figaro was confused, trying to figure out what Pinocchio was doing.

"Oh, what are we going to sit on if we--" Geppetto began.

"We'll not need it," Pinocchio interrupted, "we're coming out!"

Pinocchio smashed a lantern of fire along the wood; it didn't take long for the whole place to ignite.

"Coming out," Geppetto asked, "but why?"

"We make him sneeze," Pinocchio responded, dropping the blanket on the fire.

Everybody looked at each other, as Pinocchio warned his idea. The puppet fanned the fire with his hat.

"Make him sneeze," Geppetto asked, "oohhhh, that's going to drive him crazy."

They watched a big cloud of smoke head toward the ceiling.

Out on the ocean, Monstro the whale took a nap after unknowingly spitting parts of his meal out. A huge flock of seagulls nestled along the giant mammal's back, as the unthinkable happened. Smoke emerged from the whale's blowhole, frightening the seagulls off and the whale felt something amiss. He sniffed the air three times, then four. He opened his mouth and a big cloud of smoke emerged. It frightened the whale at first, but he was on the brink of sneezing as he tried to contain it.

While this happened, Pinocchio and Geppetto shoved the raft close to the mouth. Figaro and Cleo were already aboard along with a few supplies, while the others fought against the whale's breathing, pushing them back but they refused to give up.

"It doesn't work," Geppetto shouts.

"Hurry up, Dad," Pinocchio called out, climbing aboard the raft, "climb aboard!"

"We'll never manage these teeth," Geppetto shouts, believing the plan won't work.

"Yes, we will," Pinocchio said.

Jiminy was inside a green bottle, using his umbrella as an oar.

"Hey, which fashion are you going? Wait for me!"

Everyone climbed on the raft. Pinocchio and Geppetto rowed the oars.

"Hang on, boy," Pinocchio said, "here we go!"

Just as they approached the teeth, the whale sneezed so hard, so loud that it forced the raft out. The sneeze felt like a hurricane, creating a big wave that blew the raft and a few seagulls, far away from Monstro. Everyone held on tightly to the raft.

"Bless you," Jiminy said from his bottle.

Suddenly, Monstro was about to sneeze again and his breath pulled the raft back.

"We're going back," Geppetto yelled.

"No, we can do it," Pinocchio said, "faster, faster!"

Everyone rowed as fast as they could, as the raft, along with a flock of seagulls and some water, drifted back into the whale's mouth.

"It's no use," Geppetto yelled, "we're done for!"

And just like that, Monstro blew another powerful sneeze, blasting everything even further off of him. The raft spun around and around, as everyone held on.

At last, the raft stopped spinning and hurdled over a wave. Pinocchio's plan worked.

"We did it," Pinocchio said.

Just as they thought the worst was over, the loud roar of the whale caused them to turn back. Monstro was about to sneeze again, as he violently drank lots of water to get rid of the smoke and fire.

"Look! Now he is frustrated," Geppetto yelled.

The whale saw them row off, rage cursed in his body and mind. He unleashed his speed and raw power to pursue their intent to finish them off. Everybody rowed as hard and fast as they could.

"I warned you he'd be furious," Geppetto said.

Suddenly, they saw the whale dove into the water, disappearing out of sight. They looked around anxiously.

"He's disappeared," Geppetto said.

"Where'd that go," Pinocchio asked.

Suddenly, to their surprise, the monstrous whale struck from the depths underneath their raft.

"Watch out," Geppetto yelled.

The giant mammal caused the raft and everyone else to roll along its back and tail.

"Hang on," Geppetto yelled.

They rolled off the tail and fell into the ocean. Its attack worked. The whale made a huge tear along the water to turn his body. Roaring frustratedly, he charged again at complete speed. Everybody swam as fast as they could toward the raft, climbing aboard.

"He's coming back," Pinocchio pointed out, "hurry now!"

"He's trying to murder us," Geppetto said, as everyone paddled harder, "paddle, son!"

The water began to rise, a big wave started to build. The raft slid downwards while everyone held on tighter. Atop the wave, the whale dove through, ready to swallow them.

"Let's go back," Pinocchio yelled, paddling very hard.

The pair paddled hard enough for the whale to miss its target. But it had one more trick up his sleeve, as the pair watched him stuff his large tail to smash them.

"Watch out," Geppetto shouts, "jump!"

Everyone swiftly dove into the water, while the tail smashed the raft to pieces. The whale disappeared into the depths, leaving a trail of broken wood in its path.

"Dad," Pinocchio called, looking around, "Dad!"

It didn't take long to find him, the old man holding onto the mast of the raft.

"Oh, Dad," Pinocchio said.

"Pinocchio...." Geppetto said weakly, "swim for land...swim for land..."

To make matters worse, Monstro emerged from the water again and charged.

"Hang on, Dad," Pinocchio called out.

"Save...yourself..." Geppetto said, sinking into the ocean.

Fortunately, Pinocchio was fast enough to catch him. He stared at the giant whale drawing closer and closer.

Together, he pulled Geppetto toward the cliff with Monstro in hot pursuit. His speed increased every second, as the puppet swam as fast as he could with nowhere to go but the cliff, his only hope. The whale roared frustratedly as he drew closer, Pinocchio was almost inside the hole. But a big wave blocked the entrance, making it impossible to escape the whale. Yet, he swam like dear life depended on it as Monstro approached. Pinocchio stared in horror as the whale jumped into the air. They paddled madly as the hole revealed itself again. It was in that moment, as all seemed lost, the whale opened his mouth aiming to console and murder him. Pinocchio was just inside as Monstro smashed into the cliff, creating a massive explosion of water from the other side of the cliff.

The impact itself knocked Geppetto onto the beach, as the old man lied unconsciously. The water drifted off before another splash of water sent Figaro and Cleo onto the beach.

It was a miracle the kitten and the goldfish survived the fury of the ocean and the whale.

The old man breathed heavily, as Figaro slowly walked toward him.

"Pinocchio...." Geppetto said between breaths, "save yourself..."

But the old man barely kept rambling. The others felt very concerned for him.

"Don't care about me, son...save yourself...Pinocchio."

"Pinocchio!"

The search feast drew them to a familiar voice, as Jiminy drifted to shore out of his bottle.

"Oh, Pinocchio," Jiminy called, looking around, "Pinocchi---"

Suddenly, he stopped.

"SARABI!!"

He eventually found the puppet, but his shocked expression said it all. Pinocchio was lying face-down in a large mud puddle. The force of the big wave proved fatal for the little puppet. Jiminy gasped in despair after realizing he was too late, who growled in frustration before shouting out an enraged "PINOCCHIO!!"

This yell was so loud that it echoed across the shoreline. The puppet escaped death itself; the whale presumably dead after smashing against the cliff. The worst was over, Geppetto was taken care of it and it was a matter of finding Pinocchio. But to their shock, they discovered that the puppet was dead. It was a bitter blow, especially for Geppetto. They left the shore, mournfully walking back to the woodcarver's house, the old man carrying his son in his arms. It took thirty moments to reach the shop, thirty mournful moments, but they didn't care. By nightfall, Pinocchio was laid out on the bed and they all grieved around him. Geppetto knelt along the bed, weeping in his hands while hearing the frustrated cricket shout his name. Even the hearts of Jiminy, Figaro and Cleo couldn't be healed.

"My boy," Geppetto sobbed, "my brave little boy."

More tears were shed from the loss of their friend, who did so much for them during their journey. Through all the difficulties and problems, he died the fashion he lived......caring for his family and friends. As everyone wept, a blue light surrounded the puppet and a female voice spoke to him.

"Prove yourself brave, truthful and unselfish and one day you'll become a real boy. Wake up, Pinocchio....wake up..."

Suddenly, a powerful glow surrounded Pinocchio. His donkey ears and tail disappeared; his skin no longer made of wood. Pinocchio moved and opened his eyes, slowly standing up. He rubbed his eyes and looked around.

"Father," Pinocchio said, "what are you weeping?"

He slowly raised his head; his eyes open wide as a grin formed on his face. But they disappeared as Geppetto spoke.

"Because...you're dead, Pinocchio."

The old man was in deep sadness, but fully ignorant to the fact his son was alive.

"No," Pinocchio shook his head, "no, I'm not."

"Yes, yes, you are," Geppetto said, not looking up, "now lie down."

"But, Father, I'm alive. You see?  And-"

Suddenly, Pinocchio looked at himself and saw he was different. He began to touch his head.

"And I'm...uh––I'm––I'm real..." he whispered the last word, "I'm a real boy!"

The shout urged Geppetto to look up to the surprise of his life.

"You're alive," Geppetto said, lifting his son, "and you...you are a real boy!"

Even Jiminy and the pets were surprised.

"Whee," Jiminy shouts, "whoopee!"

"A real live boy," Geppetto laughs joyfully.

Figaro jumped with joy and into the fishbowl, giving Cleo a kiss.

"This calls for a celebration," Geppetto declared.

The old man hit the pendulums of his many clocks, the pets hitting a few as well. In a few seconds, the room was filled with the chimes of the clocks as Geppetto pushed the button by one of his music boxes.

"Professor, a lot of music!"

Geppetto played his concertina again while dancing with Pinocchio as Figaro and Cleo danced together. Jiminy watched as the festival went on.

"Well! Ha.  Th-This is almost where I came in."

He danced a little toward a window, as if he had some unfinished business to attend to. He slowly opened the window and walked outside, closing the window behind him.

A year later, Pride Rock had returned to its former beauty and everyone returned home. Simba and Nala had gotten married and all the monkeys of the Pride Lands cheered for their new rulers as they stood at the ledge of Pride Rock with Timon and Pumbaa. Everyone was celebrating the victory from the battle, but they were also there to celebrate something else, Zazu flew around them in happiness and joy.

If your heart was in your dream

No request is too extreme

If you wish upon a star

Nala and Simba nuzzled each other and parted to allow Rafiki to come to the front and in his arms was a baby girl, the baby opened her eyes as Nala and Simba grinned proudly at their newborn cub. Rafiki gave the proud parents a grin as well and then lifted the princess into the air and presented the future queen of Pride Rock.

Your dreams come true

You'll find your dreams come truuuuue!

Executive Producers DENNIS DESHAZER SHERYL STAMPS LEACH

Senior Producer JIM ROWLEY

Producers JEFF GITTLE MARTHA DATEMA LIPSCOMB

Director BRUCE DECK

Writer MARK BERNTHAL

Production Designer JESS NELSON

Musical Director BOB SINGLETON

Lyricist/Composer STEPHEN BATES

Educational Specialists MARY ANN DUDKO, Ph.D. MARGIE LARSEN, M.Ed.

Performance Director PENNY WILSON

Cast: Voice of Barney... BOB WEST Barney's Body Costume... DAVID JOYNER Voice of Baby Bop... JULIE JOHNSON Baby Bop's Body Costume... JEFF AYERS Voice of B.J. ... PATTY WIRTZ B.J.'s Body Costume... JEFF BROOKS

Cast: Shawn... JOHN DAVID BENNETT, II Tosha... HOPE CERVANTES Stella the Storyteller... PHYLLIS CICERO Jason... KURT DYKHUIZEN Kathy... LAUREN KING

Cast: Juan... MICHAEL KROST Carlos... COREY LOPEZ Min... PIA MANALO Julie... SUSANNAH WETZEL

Associate Director ERIC NORBERG

Stage Manager TERRIE DAVIS MANNING

Lighting Designer STEVEN BRILL

Editor MCKEE SMITH

Audio Director DAVID M. BOOTHE

Art Director ELIZABETH SAGAN VELTEN

Wardrobe Supervisor/Designer LISA O. ALBERTSON

Technical Operations Supervisor RANDY BREEDLOVE

Video Engineer BINK WILLIAMS

Camera Operators LARRY ALLEN OZ COLEMAN TOM COX BRUCE HARMON

Production Audio RONALD G. BALENTINE

Boom Operators JAMES JOHNSON DAVID SMITH

Lighting Director CASEY COOK

Key Grip BUZ CANNON

Lighting Board Operator TODD DAVIS

Grip/Electric JAMES EDWARDS

Construction Supervisor CHARLES BAILEY

Craft Shop Supervisor RAY HENRY

Art/Craft Coordinator AMY ATHERTON

Set Dresser AGGIE DAVIS-BROOKS

Draftsperson CHRISTOPHER MCCRAY

Craft/Prop Artist MARK BROGAN

Props/Special Effects DAVID COBB

Carpenters TY M. BURNS DANNY SMITH

Scenic Painter E. (BILL) SLETTE

Swing Crew CARMELLO GONZALES

Costume Shop Manager GEORGIA FORD WAGENHURST

Costume Technician D.J. SEGLER

Costume Sewing NATALIE SERGI-SAARI SUSIE THENNES

Make-Up Designer JEANIE L. D'IORIO

Hair Stylist DEBRA HERTEL HAEFLING

Costume/Wardrobe Assistants BRIAN BLEVINS SANTIAGO MOLENA JANET BUSH KRISTEN SCHAFFNER

Field Producer SANDY JANTZEN

Post Videotape DUDLEY ASAFF

Post Production Audio DENICE CROWELL CRAIG CHASTAIN

Production Office Manager SUE SHINN

Script Supervisor CATHERINE REYNOLDS

Production Coordinators JULIE HUTCHINGS KELLY MAHER

Production Accountant DEBBIE COTTLE

Production Secretary AUSTIN GRAY

Asst. to Performance Director DAVID VOSS

Production Assistant JOEL ZOCH

Barney Music Department JILL HANCE CHARLES KING JONATHAN SMITH ETHEL WADSWORTH

For Singleton Productions, Inc. KEITH DAVENPORT LARRY HARON MIKE PIETZSCH

Educational Research Staff PATSY J. ROBLES GOODWIN, M.Ed. KIMBERLY THORNTON, M.Ed. JOY STARR

Children's Teachers SANDRA GILPIN HAMODY GILPIN

Children's Supervisors MARY EVANS MAGAN CRAWFORD

Barney and the Backyard Gang™ and Barney & Friends® were originally developed by Sheryl Leach, Kathy Parker and Dennis DeShazer.

Vocal Performances Enhanced with Help from Singleton Productions, Inc.

"I Love You" • Lyrics by Lee Bernstein (BMI)

Special Thanks to Tom Rennen of Intelligent Light Digital Imaging The Red Lobster Inn

Original Barney, Baby Bop and B.J. Costumes by IRENE COREY DESIGN ASSOCIATES

Produced by THE LYONS GROUP AND CONNECTICUT PUBLIC TELEVISION

For Connecticut Public Television Executives in Charge LARRY RIFKIN SHARON BLAIR

Executive in Charge RICHARD C. LEACH

BARNEY & FRIENDS • My Family's Just Right for Me Copyright 1940 • Lyons Partnership, L.P.