"Pinocchio! Princess? Where is everybody? The place is like a graveyard. I don't like the looks of this. Pinocchio! Hey, where are you?"

Pinocchio and princess are with Lampwick and they are playing pool and smoking cigars.

Well only lampeick was, princess didn't feel so safe, no matter how many times they offer her a cigarettes.

"Where do you suppose all the kids went to, Lampwick?" Pinocchio asked but it took princess awhile to realize it as he looks around to see that all the kids were gone.

"That's a good question, what happened to all the kids, It's like they disappeared, it feels like a ghost town in here"

"They're around here, somewhere's. What do you care? You're havin' a good time, ain't ya?"

"Well I'm pretty sure their parents would care about their whereabouts" princess snapped.

"Well I sure am" Pinocchio says.

"Oh boy! This is life, huh, Pinoky?"

"Yeah! It sure is!" he puffs on his cigar.

"Well I'm not having fun, look Pinocchio this has be great but we really should get going now, I worried my family long enough"

"Aw come on toots we're having some fun"she pulled Pinocchio's arm.

"Ok look enough is enough, we really need to be going now, and you need to stop smoking, that can't be good for"

"Yeah she's right, Ah, you smoke like me grandmother! Come on, take a big drag, like this!" He inhales deeply on his cigar.

"Okay, Lampy!"

"Pinocchio no!" Princess tried to stop him but he takes a really huge drag on his cigar, causing his face to turn red; he then swallows the smoke and his eyes water up, and then turns green in the face as a tiny smoke ring comes out of his mouth.

"Ugh" princess facepalmed herself.

"Hey, some fun, huh, kid?" Pinocchio nods nauseously.

"Okay, slats, your shot" Pinocchio climbs onto the pool table and tries to aim at the 8-ball, the cigar still in his mouth. Due to his nausea, everything looks warbly from his view, and the 8-ball appears to wink at him from his disoriented perspective.

Then lampwick turns to princess and hands her a cigar.

"Smokers doll face"

"Uhh no thank you" she back away as she starts feeling uncomfortable.

"Come on, you should really try it, you could loosen up"

Then Jiminy enters, "What's the matter, slats? Losin' your grip?"

"I said no, leave me alone" princess pushes lampwick away.

Jiminy Cricket furiously shouting at him.

"PINOCCHIO!!!" Pinocchio falls flat on his face and squishes the cigar.

"So this is where I find you! How do you ever expect to be a real boy?! Look at yourself... Smoking, playing pool!" kicks the 8-ball angrily, "Oww! Well at least princess is a saint to put up with you, why can't you be more like her, You're comin' right home with me, this minute!"

"Come on Pinocchio I want to go now, I miss my family and they must be very scared"

"Hey... who's the beetle?" picks up Jiminy

"Let go! Put me down!" muffled by his jacket, "Uh, let me out!"

"Leave him alone" princess takes jimmy away.

"He's my conscience! He tells me what's right and wrong"

"What?! You mean to tell me you take orders from a grasshopper?"

"At least it's a lot better then listen to a rotten good for nothing bad influence like you" princess says.

"Grasshopper?! Look here, you impudent young pup! It wouldn't hurt you to take orders from your grasshop- your conscience, if you have one" princess puts him down and he stands on the 8-ball.

"Yeah, yeah, yeah, sure. Screwball in the corner pocket" he sends Jiminy and the 8-ball into a pocket.

Jiminy Cricket tumbles, then manages to avoid being hit by the other balls, princess gasped.

"Woo-hoo-oo!"

"You bully" princess shoved lampwick and rushes to jimmy.

"Ha-ha-ha-ha-ha-ha-ha!"

"Are you ok"

"Im alright princess"

Then Jiminy Cricket losing his temper, "Why, why- ya young hoodlum! I'll knock your block off!"takes his jacket off and prepares to do battle, "I'll take you apart and-" but princess holds him back.

"No, he'll squish you like a bug

"Oh don't hurt him, Jiminy. He's my best friend"

"Why, I'll- your best friend? And what am I? Just your conscience! OK! That settles it!"

"But, Jiminy..."

"Pinocchio i think you should start listening to your conscious, he seems to know what he's doing and you been in enough trouble already, I'm sure your family must be worried about you" princess says

Jiminy Cricket squishes his hat down and wears his jacket backward, putting his foot down.

"You buttered your bread, now sleep in it!" he falls into a pool pocket again, and this time winds up on the floor; Lampwick laughs at him even harder.

"Ha, ha, ha! Go on, laugh. Make a jackamule outta yourself. I'm through! This is the end! I wish you could be like princess at least she's smart to avoid trouble but luckily for you she's very loyal by heart to stay by your side"

"But Jiminy? Lampwick says a guy only lives once"

Jiminy Cricket with his furious look, "Lampwick... Hmph!"

"Jimmy wait?" Princess tries to stop him.

"Come on, come on. Let him go!" He pours some beer into a couple steins.

meanwhile, Jiminy is storming out of Pleasure Island.

Jiminy Cricket was storming through the park up to the gates, fuming.

"Lampwick? Hmph! Lampwick!" He kicks a smoked cigar, making the ashes fly everywhere.

"Burns me up. After all I tried to do for him!" He goes through the inside of an open book, and comes out by ripping and tearing some pages.

"Who's his conscience anyway?" He gets his leg tangled by a ribbon, and shakes it off, "Me, or that...that hoodlum Lampwick? I've had enough of this! I'm takin' the next boat outta here!" He raps on the wooden gate with his umbrella handle, "Open up that door! Open up! I wanna go home!"

Another part of Pleasure Island; Jiminy hears donkeys braying on the other side of the door and slips under the door. He finds the Coachman and his henchmae who are loading donkeys into crates and onto the boat.

"Hee-haw! Hee-haw!"

"Come on, you blokes, keep 'em moving!" he and his minions are loading some donkeys into crates.

"Lively there now. We haven't got all night"

Jiminy Cricket was confused, scratching his head, "Where'd all the donkeys come from?"

"Come on, come on. Let's have another" a frightened donkey, who is dressed in a police uniform, is brought out toward him, "And what's your name?"

"Hawwwww-hee!"

"Okay, you'll do!" tears the clothes off the donkey and throws him into a crate with five other donkeys labeled to go to the salt mines.

"In you go! You boys'll bring a nice price!" He cackles evilly, "All right. Next!" another donkey, who is dressed in a sailor suit, is brought out toward him, "And what might your name be?"

"Alexander"

"Hmmm, so you can talk"

"Y-Yes sir. I wanna go home to my mama!"

"Take him back! He can still talk!" He throws Alexander into a pen with six other donkeys that can still talk.

"Please, please! I don't wanna be a donkey. Let me out of here!" the rest of the donkeys all beg and protest in unison.

The Coachman comes forward and yells furiously.

"Quiet!" cracks his whip, scaring the donkey boys.

"You boys have had your fun. Now, pay for it"

"Boys? So that's what... the kids!" He dashes off back to the pool hall.

"Heh! To hear that beetle talk...." takes a sip of his beer.

He offers princess a drink but princess pushes hit away.

"Pinocchio how could you do that to him, he was your friend"

"Aw what do you know, i had it with you dames, always bringing us down, your lucky that your allowed to be here, because gorls like aren't allowed here toots"

"It's princess you big bully and I don't like how you're treating my friends and stop calling me that"

".... you'd think that something was going to happen to us" Lampwick suddenly sprouts donkey ears. Princess gasped.

Unaware of this, Pinocchio, now seeing that the beer has an effect, gapes, and pushes his beer away.

"Conscience. Ah, phooey!" strikes a ball and grows a donkey tail, as a shocked Pinocchio then throws away his cigar.

"Where does he get that stuff?" He says sarcastically.

"How do you ever expect to be a real boy?" He leans over the pool table, but when his head turns into a fuzzy brown donkey muzzle, he grabs his cigar, turns around, shows Pinocchio that he now has that head of a donkey, and puts it in his mouth.

"Pinocchio" princess whimpered his name.

"What's he think I look like? A jackmule?"

"You sure do!" He laughs, but when he accidentally brays in the middle of his laughter, he covers his mouth in shock.

"Ha-ha ha, haw, hee-haw!"

"Hey, you laughed like a donkey" he laughs, then accidentally brays too, and gasps and covers his mouth to stop.

"Did that come out of me?!" Pinocchio and princess nods in a horrified look; Lampwick feels his face, realizing he has a muzzle instead of a nose.

"Huh?" Lampwick feels his donkey muzzle again, and then feels his donkey ears from bottom to top.

"Oh!" He feels nothing but fur.

"Huh?" he tugs at his ears, "What the----? What's going on?"

he looks in a mirror, sees that he is only half a donkey, and screams in terror.

"AAAAAAAAAAAAAAAAAAAAAGHHHHH! I've been double-crossed! Help! Help! Somebody, help! I've been framed! HELP!!!!"
He begs to Pinocchio for help, while Pinocchio ends up backing into a wall, and princess covers her eyes, she was too scared to watch as Lampwick crawls on all four feet, and Pinocchio gets the straps on his overalls grabbed by Lampwick's hands.

"Please, you've gotta help me. Oh, be a pal, will ya? Call that beetle! Call anybody!" lets go of Pinocchio, as his hands close up, turning into hooves; Pinocchio gasps in shock and backs away, scared.

"Mama! MA-AA-A-MA-AA-A!!!! AHHHHHHHHH!!!"

In the shadow, Lampwick is forced down on all fours, and having turned into a donkey completely, begins to run around the room, and starts braying wildly, while Pinocchio runs away and hides behind a chair, and when Lampwick smashes the mirror with his back hooves, knocks tables over, and kicks chairs all over the place, but flees, and still continues to bray uncontrollably; Pinocchio suddenly sprouts gray donkey ears.

"Uh...Pinocchio?"

Pinocchio: (He has donkey's ears) Oh! What's happened?