Equestria Girls: Disney Odyssey: Pinocchio

by Mister V

Rating: everyone
Tags: Other, Equestria Girls, Comedy, Adventure, Crossover, Human, Main 7 (EqG)
Length: 27845

Our heroes meet a little wooden puttet

It's Trinity's first day of school and she is going to right a report on a famous story for literacy class with help from her friends, regarding the moral of the story. Fortunatly, they will find their answers in the Book of Disney, while they help a cricket be a good consience to little wooden head who wishes to become a real boy.

During this adventure, they meet a blue fairy who holds a clue to the magic of The Book of Disney

This is the second book in the series.

NOTE: No copyright infringement intended.
NOTE 2: I do not own the rights for these films, the songs in them, or even the lyrics to those songs.
NOTE 3: Under Section 107 of the Copyright Act 1976, allowance is made for "fair use" for purposes such as criticism, comment, news reporting, teaching, scholarship, and research. Fair use is a use permitted by copyright statute that might otherwise be infringing. Non-profit, educational or personal use tips the balance in favor of fair use.

Published 2020-12-23 01:20:00 UTC
Last updated 2021-07-17 00:05:45 UTC

"When You Wish Upon A Star"/Meet Jiminy and Antonio

Our heroes soon arrive at Prankster's Paradise. And because of the magic, their clothing transformed into that of the 1880s, with Spike wearing a leather collar.

"Now this is quaint clothing." Rarity said.

"Not my style, but I'll bet use to it." Rainbow Dash.

"So, what do we do now?" Applejack said.

"Don't you remember the story?" Sunset asked. "We have to find Geppetto's workshop. That's where Pinocchio's suppose to be given life."

"But how do we find it?" Fluttershy said.

At that moment, they suddenly heard singing from an unknown source. They looked around and saw a couple of insects passing by. One of them was an anthropomorphic cricket with black eyes. He wore a green coat with patches in each sleeve, underneath is a light olive sweater shirt with a white long sleeve button shirt with a long red scarf which shows the extended collar of his button shirt, light green capris with patches at the back and tattered brown shoes with yellow spats, a gray long tattered hat on his head and carrying a small purple umbrella while wearing tattered white gloves.

The other was a anthropomorphic grasshopper with a leather jacket and leather gloves and flashing a bandana.

The cricket started to sing a beautiful song about when one wishes upon stars, one's dream will come true. The Rainbooms were enchanted by the song. Trinity was especially intrigued, feeling as if she had heard this song before in another time. Our heroes then heard an angelic choir of backup singers singing a verse. The cricket then sang again, and this time he finished it with a high note.

"He's quite a singer." Rarity said.

"Yeah." Trinity said. "And the song feels oddly familiar."

"Hey!" Pinkie said. "Maybe he knows where Geppetto's Workshop is."

"That's a good idea." Sunset replied. "But we may need to be a bit smaller, so we don't scare them."

"I think I can arrange that." Trinity said before folding her hands. "To blend in, we can not be tall. With our hearts as one, let all of us be small." And with that, the lot of them shrank down to the size of the cricket. "There. Now we won't startle anyone." They then procceeded to meet the cricket and the grasshopper. "Excuse us sir." She said to the cricket. "We couldn't help but hear your singing, and it sounded beautiful."

"Why thank you madam." The cricket said.

"You're welcome." Trinity replied. "What is your name?"

"Oh, Cricket’s the name." The Cricket said "Jiminy Cricket. And this is Antonio Grasshopper."

"Heyo!" Antonio said. "How you dawls doin' tonight?"

"Fine, thanks." Sunset answered. "I'm Sunset Shimmer. This is Twilight Sparkle, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, Spike, and Trinity. We're lookng for a place called Geppetto's Workshop. Do you guys know where it is?"

"Fugetaboutit." Antonio said. "We've passed by the place before. We can take you guys there."

"Thank you." Sunset said. And as the group made their way to their destination, our heroes inform their new friends all about themselves.

Geppetto's Workshop/"Little Wooden Head"/The Wishing Star

It was a long trip, due to their small size, but soon our heroes' travels took them to 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. As I wandered along the crooked streets, there wasn't a soul to be seen. The only sign of life was a lighted window in the shop and knew from the sign that it was Geppetto's Workshop. So, they hopped over...

and looked in. It was a shame to see a nice, cheerful fire goin' to waste. So what did they do? They went in through under the door. They then looked around. Of course, you have to understand that being in a strange place like that in their size, the group didn't know what to expect. One can never be too careful, you know. Soon as they saw there was no one about, our heroes made themselves at home. They walked straight to the fireplace and grab a nice hot coal to warm up. As they stood there warming... themselves, they 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 their eyes... a puppet. You know... one of those marionettes. All strings and joints. It was a slender marionette that was made to look like a cute little boy with a round, chubby face and long nose. He had big, bright blue eyes and a fringe of thick jet-black hair adorned with a yellow hat with a red feather under a blue band wrapped around it. He had four-fingered hands with white gloves. He wore bright red cotton fabric short overalls with yellow buttons over a light yellow shirt, a black vest, a big blue bow tie, and brown wooden shoes. Our literally small band climbed up to check out the little wooden head. Jiminy gave a little chuckle upon seeing him.

(Pause at 1:44)

"Cute little fella." He said. "Ding-ding! Goin' up?!" He climbs up to his nose before tapping on his head. "Good piece of wood, too."

"He is very cute." Rarity said.

"So, do you think this is him?" Twilight said to Sunset.

"We won't know until..." Sunset began. But before she could finish, a voice called out from upstairs. Knowing someone was coming, out heroes climbed up the puppets strings to a higher shelf.

(Resume video)

"Well, now." The voice came from an old man wearing a light blue shirt, a brown vest, overalls, an light brown apron, black pants, grey socks, and brown shoes with belt buckles.

He was followed by a little black and white cat.

"It won't take much longer. Just a little more paint, and he's all finished. I think he'll be alright, don't you, Figaro?" He then began to hum as he painted an eyebrow. Our tiny heroes wanted to see what's going on, so they lept to another shelf before hiding behind a music box with a little band consisting of a short round man with an accordian, a broad shouldered mustached man with a violin, and tall slender man who looks like he's whistling, and a conductor. The old man cleaned his paint brush in a jar full of water next to a fish bowl with a goldfish in it.

He then dipped it into a paint jar next to the cat. Jiminy held his hand on the tuchus of a porcelain woman dressed in pink and yellow with an umbrella. Rarity noticed this and wanted to let him now where his hand is.

"Um, I know it's not a real person, but uh..." She began, with Jiminy knowing what she was talking about.

"Oh, right!" He said before turning to the porcelain woman. "Beg pardon. Hmm-hmm." The old man then added on final thing to the puppet, a nice warm smile.

"See?" He chuckled. "That makes a big difference." The cat and fish smiled in agreement.

"Very good." Jiminy said. "Very, very g--" He stopped when he faced the angry face of a cup shaped like the head of a king. Jiminy looked angrily at it, before facing the puppet. "Well, you can't please everybody." The old man then put his paints away and looked at the little wooden head.

"Now I have just the name for you..." He began. "Pinocchio!"

(Pause at 3:10)

"So that is Pinocchio." Twilight said.

"Then that must be his father, Geppetto." Sunset replied.

"He honestly looks cuter here then he does in the book." Rarity said.

(Resume video)

"Do you like it, Figaro?" Geppetto asked. The little kitten thought for a moment, before shaking his head as if to say no. “No?" He then turned to his goldfish "You do, don’t you, Cleo?” Unfortunately, the fish shook her had as if to say know as well. "Well, we'll leave it to little wooden head." He then took a string and asked the puppet the same question. "Do you like it?" He then pulled the string, causing the puppet's head shake up and down as if to say yes before laughing. "That settles it! Pinocchio it is!" Our heroes laughed a bit. "Come on, now! We'll try you out." He then carried him to the music box our heroes were standing next to, who scattered and hid, with Jiminy hiding under the music box. "Music, Professor!"

(Pause at 3:35 then play this)

Geppetto pushed a button which activates the music box. The little wooden conductor turns around and taps on a stand with his baton, and the little band starts playing. The little band moved in clockwork line motion playing music, while underneath the music box, Jiminy Cricket was getting knocked around, pressed, and bonked on the head by all the mechanisms beneath it.

"Hey!" He said. "Ow, ow, ow, ow! Take it easy, there! Break it up, will ya?" He then came out whistling before his hat gets knocked off. "Lot of downbeats in there." Sunset then motioned to him to be quiet and pointed pointed to Geppetto using the handles to make Pinocchio walk as he sang about this little wooden head. Figaro followed them until the puppet started coming to him, causing him to back up. The puppet then started dancing while the cat followed him closely until he landed on his seat, making the cat jump out of the way, and the wood carver to laugh.

"How graceful!" He said. Figaro didn't see it that way and was about to swat him with his small paw until the puppet started dancing again. Meanwhile, the tiny group regrouped at the music box while Jiminy was watching the tall man move his head back and forth. When Geppetto was coming over, everyone hid behind the music box while Jiminy posed as a member of the band, opening his umbrella and lifting his hat while imitating a trumpet. When Geppetto passed by, the group watched him spin the puppet around a couple times before taking him to Cleo's bowl, the fish backing up a bit when he saw the puppet's body distorted behind the glass. "Cleo, meet Pinocchio." Geppetto then lifted the puppet up. "Say how do you do?" The puppet lifted his hat, making Cleo very delighted, spinning around and hiding behind her tail. "Say hello to Figaro." The cat then noticed the puppet put his hand on Figaro's head before stroking him along the back. And when the cat's tail was up, Geppetto lifted a string making the puppet kick him gently on the rear. "Oops, oh-hoho! Up to mischief already!" The cat then swats the puppet's foot, getting him a bit tangled. "You see what happened?" Geppetto asked as he fixed his little wooden head, who then began to crawl on the floor to the little cat, who started backing up until he accidentally fell down the staircase.

"Is he gonna be okay?" Sunset asked.

"I'm sure he'll be fine." Twilight said. She was right, ofcourse, for Figaro peeked his head before the puppet said ‘Boo!’, frightening the little cat back. Everyone laughed, but not so loud that Geppettp heard them. Geppetto laughed as well as he lifted his little wooden head up as if it was a kid.

“Up we go!" He said. As the old man talked, Figaro meowed and rubbed against his leg, causing his sock drop down. "Ahh… You’re a cute little fellow. And that smile? You know, I—" Figaro then meowed louder to get Geppetto's attention. “You rascal." He said as he pulled his sock to his leg again. "Jealous, huh?” He then lifted the little cat up Pinocchio's level. "You know Pinocchio, I think Figaro is jealous of you."

"That's obvious." Sunset said. Geppetto then placed both puppet and cat on the table.

"Don't worry, Figaro." He said while stroking Figaro's back "I--" But before he could finish, he heard the many clocks begin to chime and cuckoo.

“Uh-oh.” He said as he and our heroes saw the clocks making noise to announce that it is 9:00, one-by-one, almost as if they made music together. There was one with two ducks diving and reappearing from a pond, one shaped like a sunflower with a bee coming out, one with a cuckoo that had three hatchlings, one with a man trying to chop the head off a turkey to no avail, one with a hunter tried to shoot a bird with a popgun, but also fails, one with drunken man that appears from a window making funny hiccup noises, and one with a mother that spanks her child for breaking a few jars of jam. All this went on as Geppetto reached into his pocket. "I wonder what time it is."

"Really?" Rarity said in confusion. "All of these clocks are at the same time, and he's wondering what time it is?"

"Well, technically, these clock won't count until someone buys them." Twilight said.

"Touche, Twilight" Rarity replied. Geppetto then pulled out a pocket watch, with two animated men sharing a toast of beer, saying 9:00 as well.

"It's getting late." He said before putting his watch away as Figaro yawned. "Come now. We go to bed. " He then picked up Figaro and looked to Pinocchio. "Good night, Pinocchio. Little funny face." Meanwhile our heroes start yawning as well, as if to say it was time for them to go to bed too. Geppetto then turned to Cleo in her bowl. "Cleo, my little water baby." He then stroked her back a couple times before rubbing her belly. Figaro was about to jump down when Geppetto stopped him. "Figaro? You say good night, too." The kitten then turned in irritation to the fish, who shimmied up to the side of the bowl and puckered up. the kitten then turned back in disgust to his owner, who was insistant. "Go on." Figaro, seeing no alternative, gave a little lick to Cleo, who liked it so much, she spun around and hid her face behind her tail like before. Geppetto then picked the little up again as he spoke to Cleo"Now, go to sleep, my little mermaid. Good night." Cleo then went to her small castle and lay down to sleep. Our heroes rolled out their sleeping bags while Jiminy settled down onto the fingerboard of a violin with Antonio sleeping underneath it.

"This is my idea of comfort." Jiminy said as he took his shoes off. "Silent comfort."

"You said it." Antonio said tiredly.

"Indeed." Trinity said in comfort. As he gets comfortable in bed, Geppetto takes a few short breaths of his wooden pipe after lighting it with a candle and blows out some smoke, while Figaro nodds off in his cat size bed. Geppetto then looks over to his little wooden head and chuckles.

"Look at him, Figaro." He said to Figaro, who with tired eyes looks at Pinocchio. "He almost looks alive." The cat yawns before Geppetto kept talking. "Wouldn't it be nice if he was a real boy?" Then, coming back to reality, Geppetto puts his pipe up and puts out the flame on his candle. "Oh, well. Come on. We go to sleep." Geppetto then lays down in his bed ready to sleep, while does the same thing with his feet sticking out. It was then that the old woodcarver remembers something. "Ahh, Figaro?" The cat looks at his as if to say 'What now?' "I forgot to open the window."

"Do you really think Figaro can do it?" Fluttershy asked Rainbow Dash.

"He does seem like a smart cat." Rainbow answered.

Figaro then kicks the covers off of his bed and gets up onto his feet. He then jumps onto Geppetto's bed and walks across it. He then climbed up to the window and open it up from the inside. He then goes outside and pushes open further with his hind legs, then keeps pushing open he ran out of wall to walk on, leaving him hanging on by his front paws. He then puts his hind paws back on the wall and moves his front paws in until they are off the window and save on the ledge. The whole group breathed a sigh of relief, when Geppetto saw something.

"Oh, Figaro!" He said to the cat, who turned to his owner. "Look! Look! The wishing star!" Our heroes also looked and sure enough, they say a star that shined brighter then all the other stars put together. It was then that Geppetto put his hands together, and made a wish. "Starlight, star bright, first star I see tonight... I wish I may, I wish I might have the wish I make tonight." He then turned back to his little cat friend, who yawned a big yawn. "Figaro, you know what I wish?" The cat shook his head. Geppetto then came close to Figaro to whisper his wish in the cat's ear while our heroes tried to listen as well. "I wish that my little Pinocchio might be a real boy." He then looked at Pinnochio before laying down in his bed with Figaro on his belly. "Wouldn't that be nice? Just think! A real boy!" The old man then began to pet the little cat on the back.

"A very lovely thought." Sunset said with everyone else nodding in agreement.

"But not at all practical." Jiminy yawned as he went to sleep, followed by Antono. Soon, everyone was asleep save for Sunset and Trinity who were still watching Geppetto pet his cat.

"A real…" He said as he was petting Figaro, who raised his lower body higher and higher, while his smile got bigger and bigger. "Boy." Soon, the cat noticed that his owner stopped petting him. He turned to see Geppetto fast asleep, and decided to sleep next to him. Soon, Figaro was laying down next to his owner, fast asleep as well. Sunset soon noticed Trinity making her way to the window, and decided to follow her. Sunset soon catches up with Trinity, who's on her knees with her hands folded.

"Starlight, star bright, first star I see tonight..." She said. "I wish I may, I wish I might have the wish I make tonight."

"What did you wish for?" Sunset asked.

"A clue to my past." Trinity answered. "I can't stop thinking that I was meant to do something important. I hope that my memories return."

"I'm sure they'll come back." Sunset replied. "My mentor, Princess Celestia used to say, "Sometimes memories just need a little help getting out." and that's what my friends and I are just the help you need."

"You are right." Trinity said before yawning. "I'm feeling tired. It's time for us to sleep."

"That sounds like a good idea." Sunset replied with a yawn. Soon, the two of them joined the rest of the group and layed down for a good night's sleep, unaware of the amazing events that were soon to transpire at midnight.

Author's Note

Quite amazing how Sunset and Trinity made it to the window with tiny mountain climbing tools. And yes, I decided to have the Blue fairy arrive at midnight to at a sense of mystery.

The Blue Fairy/"Give a Little Whistle"/Geppetto's Wish Come True

It was a few minutes to midnight when 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 till a loud ticking noise woke him up. When clock shaped like an owl ticked, swinging its eyes left to right, Jiminy did the same with his eyes. When two other clock’s pendulums swayed side-to-side, Jiminy did the same with his eyes. And when two other clocks’ pendulums swayed randomly, Jiminy did the same with his eyestill he got dizzy. As he shook his head, it was clear Jiminy was not amused. Another sound drew his attention, he searched till he saw it was an hourglass dropping sand, piece by piece. Getting rather frustrated, Jiminy put his hat over his head to shield himself from the noise. But it only got worse when a loud snoring sound was heard. He pulled his hat up and saw Geppetto making funny noises while blowing his hair. Cleo was making loud bubbly noises with her snoring. Even Sunset started talking in her sleep, talking louder, and louder, and louder, until finally, having enough of the ticking and the snoring and the talking, Jiminy took a big deep breath.

"QUIET" He shouted, and at midnight sharp, all the the clocks stopped ticking, the snoring ended, and Sunset stopped talking in her sleep. Jiminy then put his hat back in place. "After all, enough’s enough." He started going to sleep at last, but is suddenly awaken by a light getting brighter and brighter by the minute. "Now what’s up?" One by one, the bright light woke everyone else up, ending with Sunset, who started talking in her sleep again.

"Five more minutes, Princess Celestia." She said tiredly. "I don't wanna go to magic school." She soon woke up, the whole group saw a strange light, a brilliant glow which grows more dazzling every minute. It is the Wishing Star, and it was coming towards the window.

"Hey, what’s going on here?" Jiminy asked.

"I don't know, but we better hide, just in case." Sunset answered. The group did just that. Jiminy and Antonio hid in a wooden pipe, while the girls and Spike hid in a set of wooden teacups all set in a row. in the center of the glow appeared a very beautiful woman dressed in robes of flowing blue with golden hair, beautiful wings, and a magic wand.

(Pause at 0:30)

Jiminy and Antonio peeked out from under Jiminy's umbrella. "Is that what I think it is?" Antonio asked in disbelief.

"As I live and breathe, it is!" Jiminy said. "A fairy! Mmm-mmm!"

"Badda-Boom, Badda-Bing!" Antonio replied. Meanwhile, the girls had peeked out of the wooded teacup, one by one, with Spike peeking out from behind Twilight's head.

"Did she just emerge from the star?" Rarity asked in amazment.

"I think so." Applejack said.

"What's she doing here?" Fluttershy asked.

(Resume video)

"Don't you remember?" Twilight answered. "She's the Blue Fairy. She's the one to give life to Pinocchio. Just watch and you'll see." So they watched as the Blue Fairy approached the sleeping woodcarver.

"Good Geppetto." She said in a kind and gentle voice. "You have given so much happiness to others. You deserve to have your wish come true." She then turned to the puppet. "Little puppet made of pine, awake. The gift of life is thine." She then touched the little puppet with her wand, and there a bright light filled the room. Pinocchio then starts coming to life as he moves around and sits up before rubbing his eyes.

(Pause at 1:03)

"That's amazing!" Spike said.

"Yeah!" Rainbow Dash said. "It must be suprising to come to life just like that."

(Resume video)

"Whew!" Jiminy said. "What they can’t do these days." Looking around the room, Pinocchio started blinking his eyes and rose his wooden arm up.

"I can move!" He said before covering his mouth, suprised that he said that. "I can talk!" The Blue Fairy chuckles a bit as the little wooden head stood up. "I can walk!" And he did walk a little before falling down again.

(Pause at 1:21)

"Well, he can stand any way." Sunset said.

"Gotta learn to stand before you can learn how to walk, that's what I say!" Pinkie replied, before being shushed by the group. "Sorry."

(Resume video)

"Yes Pinocchio." The Blue Fairy began. "I’ve given you life."

"Why?" Pinonchio asked in curiosity.

"Because tonight, Geppetto wished for a real boy." The Blue Fairy explained.

"Am I a real boy?" Pinocchio asks in amazement, as the group of little people met up with the cricket and the grasshopper to get a better look at things.

"No, Pinocchio." The Blue Fairy answered. "To make Geppetto’s wish come true will be enterely up to you."

"Up to me?" Pinocchio asked.

"Prove yourself brave, truthful and unselfish, and someday you will be a real boy." The Blue Fairy explained, getting Pinoke all excited.

"A real boy!" He said in excitement.

"That won’t be easy." Jiminy whispered to the group.

"Whaddya mean?" Rainbow Dash asked.

"You must learn to chose between right and wrong." The Blue Fairy explained.

"Right… and wrong?" Pinocchio asked while looking at his hands. "But how will I know?"

"How’ll he know!" Jiminy replied in disbelief.

"Yeah, that's what we wanna know." Pinkie said.

"Your conscience will tell you." The Blue Fairy answered.

"What are a conscience?" Pinocchio asked.

"What are a conscience!" Jiminy said in shock before literally jumping into the conversation with the rest of the group right behind him. "I’ll tell ya! A conscience is that still small voice people won’t listen to."

(Pause at 1:21)

"More specifically, a conscience is an inner feeling or voice viewed as acting as a guide to the rightness or wrongness of one's behavior." Twilight added. "But there are people that won’t listen to it." Jiminy then pulled up a match box and began to speak his peace, with Antonio standing beside him.

(Resume video)

"That’s just the trouble with the world today." He began before Pinoke became curious

"Are you two my conscience?" He asked Jiminy.

"Who, me?" Jiminy and Antonio both asked back before turning to The Blue Fairy, who had a very good idea.

"Would the two of you like to be Pinocchio’s conscience?" She asked Jiminy and Antonio with a smile, getting the little cricket and grasshopper rather nervous

"Well…" Jiminy Cricket began, all the while blushing so hard, his whole head turned red, while Antonio just stuttered. In the end though, they both answered with a star struck. "Uh-huh."

"Very well!" The Blue Fairy replied. "What are your names?"

(Pause at 2:26)

"Oh, Cricket’s the name." Jiminy began. "Jiminy Cricket."

"And I'm Antoinio Grasshopper" Antonio added.

"And these are our good friends,." Jiminy said before introducing them. "This is Sunset Shimmer, Twilight Sparkle, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, Spike, and Trinity." And as he introduced the group to her, they each bowed before her.

(Resume video)

"Kneel, Mr. Cricket and Mr. Grasshopper." The Blue Fairy ordered fairly.

"Huh?" Jiminy and Antonio then knew that she meant and did just that. "No tricks now."

"I dub the both of you Pinocchio’s conscience." The Blue Fairy began as she touched the little cricket and grasshopper with her wand. "Lord High Keepers of the Knowledge of Right and Wrong, Counselors in moments of temptation and Guides along the straight and narrow path." And just like that, while Antonio's clothes remained the same, but just a bit more new, Jiminy's worn out clothes were transformed into a much more formal attire after being cast upon by the Blue Fairy as Pinocchio's conscience; a black formal coat with an orange vest with a single button on the front, a white short sleeve button shirt underneath and a yellow tie on the collar, pale tan pants and blue shoes with yellow spats. His formal hat is now light blue with orange linings and carries a red umbrella while wearing his white gloves. "Arise, Sir Jiminy Cricket and Sir Antoinio Grasshopper."

"Badda-Bing, Badda-Boom!" Antonio said in amazement.

"Well!" Jiminy said in equal amazment. "Ho-ho-ho! My,my! Mmm! Say, that’s pretty swell."

"You two look absolutally fabulous in your new clothing!" Rarity said in amazment, with the others nodding in agreement

"Gee… thanks!" Jiminy said in gratitude.

(Pause at 3:02)

"And I understand that you made a wish as well, young one." The Blue Fairy said to Trinity.

"Uh, yes ma'am." Trinity said. "You see, I feel as if I was meant to do something, but I can't remember what it is."

"I'm afraid I cannot restore your memories, young one." The Blue Fairy said. "But if you can try to keep Pinocchio safe on his quest to become a real boy, I can point you in the right direction."

"Yes, ofcourse." Trinity said. "I'll do all I can."

"We all will." Sunset added as she put her hand on Trinity's shoulder.

"That is all I can ask." The Blue Fairy said before giving Trinity a gold necklase with a star on it.

"What is this for?" She asked in confusion. "What do I do with it."

"When the time comes, you'll know." The Blue Fairy answered before touching it with her wand, causing Trinity's eyes to flash a bit.

"I have just one thing to add." Pinkie Pie said inbetween Jiminy and Antonio. "These two are now conscience guy, but don’t I get a badge or something?"

(Resume video)

"Well, we’ll see." The Blue Fairy answered

"You mean maybe I will?" Jiminy Cricket asked in excitment.

"I shouldn’t wander." The Blue Fairy replied.

"Make 'em gold too?" Antonio added.

"Maybe." The Blue Fairy sai before turning to Pinocchio. "Now remember, Pinocchio, be a good boy. And always let your conscience be your guide." She then disappeared in the same flash of light that she came in.

"Goodbye Milady." Jiminy Cricket said with a tip of his hat.

"Goodbye!" Pinocchio said while waving.

"Goodbye!" Everyone else said with smiles. Sunset then turned to Trinity.

"Do you really think she can tell us how to restore your memories?" She asked.

"I don't know." Trinity said. "But even if she can't, we must keep Pinocchio safe at all costs. It's the right thing to do." Sunset and the other girls nodded in agreement. They and Pinoke then noticed Jiminy and Antonio seeing their new clothes in a reflection.

"Not bad, says I." Jiminy said.

"Fuhgettaboutit, we look spot on!" Antonio added.

"Ahem, are we interupting something" Sunset said to get their attention.

"Oh yeah!" Jiminy said with a grin "Ho-ho-ho! Almost forgot about you." He then to Pinocchio for a moment. "Well Pinoke, ahem, maybe you and I had better have a little heart-to-heart talk."

"Why?" Pinocchio asked.

"Well, you want to be a real boy, don’t you?" Sunset asked.

"Uh-huh." Pinocchio answered.

"Then you'll need to know how to choose right from wrong." Sunset replied. "Jiminy, you may proceed."

"All right." Jiminy Cricket said. "Sit down, son." Pinoke did just that, knocking everyone off their feet. As soon as they got back up, Jiminy sat down on the match box. "Now you see the world is full of temptations."

"Temptations" Pinocchio aske in curiosity.

"It means that the world is full of desires to do something, especially something that is wrong or unwise." Twilight explained.

"Yep!" Jiminy replied. "Temptations. They’re the wrong things that seem right at the time but… even though the right things may seem wrong sometimes, sometimes the wrong things may be right at the wrong time or… visa versa. Ahem. Understand?" Pinoke smiled for a moment, but then had a look of comfusion on his face.

"Uh-uh." Pinocchio said, much to the facepalming of the group. "But I’m gonna do right!" This made them breath a sigh of relief.

"Atta boy, Pinoke!" Jiminy Cricket said in joy. "And we're gonna help ya! And anytime you need us, you know, just whistle like this. He then made a nice whistle sound.

"Like this?" Pinocchio asked before giving it a try, but no sound came out.

"No, no, try it again, Pinoke." Jiminy Cricket said.

"Like this?" Pinocchio asked before trying again, but still no sound came out.

"No, son." Jiminy Cricket before showing him how. "Now listen."

He then whistled three times. Pinocchio tried whistling again, and finally succeeded on the third attempt. "That’s it! Come on, now! Let's sing it!" Jiminy then did a little dance before jumping onto a shelf. He then started singing before taking off his hat and whistling into it, then uncovering the opening to hear a whistle come out of the hat. As the rest of the group danced to the music, Pinoke did the same thing Jiminy did by trying to whistle into his hat, but this time no sound came out, making Pinoke confused and begin to examine it. Jiminy then blew into a jug that made a deep note. He then asks the group of who to ask if their whistle is weak

"Jiminy Cricket?" Everyone asked.

"Right!" Jiminy Cricket he said as he walked down a violin string before sliding up and down it as if he was on rollerblades, then tiptoed up to the center before the string broke and snapped him on the behind. He then played his umbrella like a trombone a few time before looking into a pipe and making an oooh sound before leaping of the shelf. He then started bouncing up and down on a saw that made a high pitched sound at he bounced, before landing on a cucoo clock that looks like a farm and turning the hands to 12:30. He then knocked on the door and lead a small parade that consisted of a farmer, his wife, a cow, and a pretty farm girl, all ringing bells. Jiminy then led the group of wooden bellringers to the other door before noticing the girl. Everwanting to be friendly, Jiminy tipped his hat to the girl with a "Yoo-hoo!" The wooden girl looked at his if to ask him to follow, to which he replied with a "Woo-hoo!" but the door closed before he could go in, causing him to walk into it. Pinocchio sings on last line before stepping into a couple of pails, causing him to start losing his footing.

"Look out, Pinoke!" Jiminy Cricket cried out. But alas, it was to late, for Pinocchio lost his balance and fell clatteringly to the floor, knocking several boxes, cans, bottles and brushes off in the process. The noise was so loud, that it woke Geppetto, Figaro and Cleo right up out of bed. Our small band of travelers decided to hide and remain quiet.

"Who is there?" The woodcarver asked.

"It’s me!" Pinocchio answered with a grin.

"And me!" Pinkie said, who was hiding under Pinoke's hat.

"Ohh, It’s me." Geppetto sighed in relief as he and FIgaro began to go to sleep, only to realize somebody said it and got back up again. "Huh?!" He then looked around before turning to his cat with a very shocking fact. "Shhh, Figaro! There’s somebody in here." Our heroes then came out of their hiding places to watch Geppetto nervously light a candle and putting the match out, before putting his hand under his pillow, only to pull out a blunderbuss pistol.

He then walking around with his candle and gun with Figaro, who was hiding under the pillow, following right behind him before giving a loud meow. "Shh!" Geppetto said while looking around. "Careful now, Figaro. He might spring out on us at anytime." Figaro looked behind him before catching up with Geppetto and staying underneath him at all times. The two of them then snuck up to where Pinoke and Pinkie were hiding and looked around with their backs to them. "He’s in here, somewhere." Everyone else was watching from the shelf and tried not to laugh to loudly. Pinkie then climbed down, and much to the silent motions from the others, walked up to Figaro.

"Here we are!" Pinkie said while tugging the kitty's tail. Naturally, feeling someone tug your tail might make you do exactly what's going to happen next.

(Pause at 0:34 and play this from 0:58 to 1:13)

The cat jumped up Geppetto's back, causing him to jump and shoot his pistol, with the group dodging the bullet as it zoomed through the shelf. The resulting noise caused all the cuckoo clock to go crazy, making a loud noise. When the noise subsided, Geppetto looked around, with Figaro peeking out through his hair, until they saw Pinocchio on the floor.

(Resume video)

"Ohh! Pinocchio!" Geppetto said as he put his candle on the countertop before picking him up. "How did you get down here?"

"I fell down." Pinoke answered

"Oh, you did." Geppetto replied as he fixed him up before realizing the honest truth. "Ohh! You are talking!"

"Uh-huh!"

"N-n-no!"

"Yes, and I can move too!" Pinoke added.

"No, no, no you can’t." Geppetto said before running around the house. "I’m dreaming in my sleep! Oh, wake me up! Wake me up!" He grabbed a vase filled with water before dumping the water out, causing it to splash on himself as well as Figaro. He then shook the water off his hair before turning to Pinocchio. "Now, we see who’s dreaming." Figaro shakes water off his feet as his owner walks to the puppet. "Go on… say something." The little wooden head couldn't help but smile and chuckle at what he just watched, with Pinkie Pie laughing as well from under his hat.

"Gee, you’re funny." "Do it again!"

"You do talk!" Geppetto said in shock

"Yes!" Pinoke explained. "The Blue Fairy came."

"The Blue Fairy?" Geppetto asked.

"Uh-huh, and I got a conscience." Pinoke added

"A conscience?" Geppetto asked as Jiminy and Antonio pointed at eachother.

"And someday…" Pinoke added "I’m gonna be a real boy!"

"A real boy!" Geppetto said as he picked up his wooden son in joy. "It’s my wish, it’s come true! Figaro, look! He’s alive, he can talk! Say hello to Figaro."

"Hello to Figaro." Pinocchio said when his father brought him down. Figaro was a bit hesitant to let Pinocchio pet him, but he allowed it just the same, as Cleo splashes around in her bowl.

"Oh Cleo!" Geppetto said as he lifted Pinoke up, leaving Figaro with a not amused look on his face. "I almost forgot. Look, it’s Pinocchio! She’s my little water baby. Isn’t she cute?"

"Yeah, cute!" Pinocchio answered as Cleo jumped out of the water to kiss him. She then did the same thing to Figaro, who was not so pleased and wiped his mouth.

"Ha-ha!" Geppetto laughed. "This calls for a celebration! Music!" He then proceeded to start up several music boxes. "You start one, Pinocchio." Pinoke started a music box with a penguin leading a walrus band. And as Figaro and Cleo shared a look, Geppetto started dancing with Pinocchio. As they danced, Figaro pranced past a music box with angels, before turning to a music box with birds singing before three chicks shrilled their notes.

"Oh boy, a party!" Jiminy Cricket said before jumping onto a music box with two figures dancing and tapping on the guy. "Mind if I cut in?" He then started dancing with the lady. "How 'bout sittin' out the next one, babe, huh?" But the movements of the dolls are too much for Jiminy as they pin him in. "Whoops! Hey! Whoa! Let me out! Let me out!" The rest of the group couldn't help but laugh as Geppetto played his accordian humming and dancing before going to Cleo's bowl.

"Come, Cleo!" He said. "Join the party! Dance!" He then made a little whirlpool in Cleo's water, which made Cleo spin like a ballerina. Sunset then noticed Pinocchio looking at the candle.

"Ooo nice!" He said in awe. This ofcourse made the group concerned, except for Rainbow Dash, who just rolled her eyes.

"Nobody worry." She said. "I got this." Then, using her super speed, she went to Geppetto's desk, took a piece of paper and a pencil, and wrote a note saying 'Keep your eyes on you're kid.' while Geppetto started collecting toys for Pinoke, who thought the light is pretty and tried to catch it with his fingers. She then slipped it into a place where it won't fall, but at the same time won't block the old woodcarver's view. The old man saw it and turned to the wooden boy, who's finger had caught fire.

"Look!" Pinocchio said, completely unaware of the danger. "Pretty!"

"Oh!" Geppetto said as he droped the toys in a panic. "Help!" He then picked up the little wooden head and tried to blow out the fire, but it doesn't work. "Ohh, where’s the bucket? Help! Water! Where's water?" As he searched for water, Geppetto accidentally steps on Figaro's tail, then the sounds of firefight alarm wailing and bells dings were made by Pinkie Pie for added sound effects as Jiminy Cricket ran around with water in his hat

"Here it is!" He said "I got it! Here’s water. Here’s some water." But he tripped on another pencil and dumps his hatful of water on him.

"Help!" Geppetto said in panic "Where’s water?" He then plunges the burning finger into Cleo’s bowl, filling the whole thing with smoke."That was close. Maybe we better go to bed before something else happens." Cleo then came up to the surface to cough out smoke from the water.

(Pause at 3:46)

"Well, so far, so good." Rainbow Dash said in confience. "That was the easiest crisis ever to be averted."

"Well, I would have done it in a way that wouldn't have Geppetto asking questions, but if it works, it works." Sunset said in a sarcastic manner. Everyone soon started yawning like crazy.

"Ya know, bed sounds like a good idea." Applejack said. "I'm more worn out then a honey bee a sugar rush." And one by one, the group of little people fell asleep finishing off with Jiminy Cricket

(Resume video)

Little man, you’ve had a busy night. Jiminy Cricket yawned before he took his shoes off and went to sleeps in a matchbox. Geppetto then put out the candle and layed down with Pinocchio, with Figaro on the other side of him

"Now, close your eyes and go to sleep." Geppetto said to his new son. But Pinocchio couldn't sleep, because he was filled with curiousity.

"Why?" He asked, causing everyone in the room to look at him.

"Oh, everybody has to sleep." Geppetto explained, with Figaro too tired to listen. "Figaro goes to sleep and Cleo and besides tomorrow you’ve got to go to school." But Pinocchio was once again curious about this thing called school.

"Why?" He asked again, causing everyone in the room to once again look at him, Geppetto in exaustion, Figaro in irritation, and the everyone else in a mix of the two.

"Oh, to learn things and get smart." Geppetto explained.

"Why?" Pinocchio asked again, but this time the group up in the shelves was glad to see the little wooden head so full of curiousity.

"Ahh… because…" Geppetto said, before going to sleep.

"Oh." Pinocchio said before doing the same thing. As Antonio and Jiminy went to sleep, the girls couldn't sleep because they were too busy looking at Pinocchio.

"Do you guys think he'll become a real boy?" Fluttershy asked.

"He will." Sunset said. "If we keep stay close to him."

"What do you mean?" Rainbow Dash asked in confusion.

"What she means as that we were lucky this time, but he just came to life and is as naive as any other kid." Twilight said. "Who's to say that someone won't take advantage of his naitivity and use it to get him into trouble."

"She does have a point there Rainbow, darling." Rarity said. "We shall have to stay close to him, just as Sunset said."

"Agreed." Applejack said. "We'll stick to him like fleas on a dog."

"Yes, but first, let's go to sleep." Trinity said as the group lay down for sleep.

Author's Note

Looks like the girls are going to keep Pinocchio as safe as possible.

Pinocchio Goes to School/"Hi Diddly Dee"

The next morning, the school bells ring out over the village as doves flew throughout the sky. All the people walked about to do their daily duties and all the children in the village left their homes so that they could go to school. Pinocchio walked out and say all the kids in excitement as Geppetto tried to put his son's vest on. Meanwhile, The girls decided to hide out under his hat so that they could stay with him, all except Twilight, who stayed behind with Spike to try to get Jiminy and Antonio up out of bed.

(Pause at 0:50)

"I sure hope Twilight and Spike get Jiminy and Antonio up soon." Fluttershy said.

"Me too." Sunset said. "We were lucky last night, but who knows what we might run into."

"Don't worry." Rainbow Dash said. "What ever this world throws at us, we can handle it."

(Resume Video)

"Oh look father!" Pinocchio said impatiently "Look!"

"Now, wait!" Geppetto said trying to put Pinocchio's vest on. "Stand still, now."

"What are those?" Pinocchio asked in excitment.

"Huh?" Geppetto asked before looking at the kids. "Oh, those! They are your schoolmates, girls and boys. Now get in"

"Real boys?" Pinocchio asked in awe.

"Yes?" Geppetto said before putting Pinocchio's vest on him. "But hurry now. Oh! Wait, wait, wait! Wait." He then pulled out an apple from his vest pocket and polished it. "Here’s an apple for the teacher. Now turn around and let me look you over." And Pinocchio did just that. Ofcourse, turning around wasn't hard for a puppet who can turn his body without turning his head. "Heh, heh" Figaro then came tugging at the strap which held Pinocchio’s school books before pulling on Geppetto's pants leg. "Huh? Oh yeah, yeah. Here." Geppetto then picked up the book and gave it to his wooden son. "Run along, now." And with that, Pinocchio starte skipping down the road to school, with Figaro following close beind. "Ho-ho-ho wait, wait." Geppetto said before grabbing him by the tail. "Come back here, Figaro." He then picked him up by the fur on his neck. "School is not for you."

"Goodbye father!" Pinocchio said as he continued down the road.

"Goodbye son!" Geppetto said while waving with Figaro still in his hand. "Hurry back!" He then started humming as he and Figaro went back inside.

(Pause at 1:47)

As Pinocchio continued down the road, he met a small group of four anthropomorphic animal kids. The first among them was a little kitten girl with white fur & a yellow oval nose. She wore a yellow shirt, red overalls and a red bow on her left ear. The second in the group was a little bunny who also had white fur & a yellow oval nose. She a rose pink hood that covers her ears and a flower on her right ear. The third in the group was a little seal who also had white fur. He wore nothing but a quaint little red and yellow striped tank top. And the last in the group was a penguin who was Blue with white chest with a yellow beak & feet. All he wore was a cute sailor hat & bow tie.

"Hey! look guys!" The little seal said. "Here comes a new kid in town."

"Hello!" Pinocchio said. "My name is Pinocchio. What are your names."

"My name's Hello Kitty." The kitten said.

"I'm My Melody." The bunny added.

"And I'm Chip." The seal said. "The most popular guy in Venice." It was then that Chip's nose grew, indicating that it was a lie. But Pinocchio didn't notice.

"Hi." The penguin said. "I'm Tuxedo J. Orville Samuel, but everybody calls me Sam. And I'm the most popular guy in Rome." Then, just like Chip's nose, Sam's beak grew a bit. "what's with the beak you think I told a lie or something." Then the beak grew even longer.

"Anyway, we're all going to school." Hello Kitty said. "You wanna come with us, Pinocchio?"

"Sure." Pinocchio said. And with that, the five of them set off for school. Now the girls over heard this and were pleased that Pinocchio was already making friends.

"See?" Rainbow said relaxing. "If he's already making friends that what could possibly go wrong?"

"Would you like the short list, or the long one?" Applejack said. The rest of the girls were right to be worried, for in another part of town while dozens of kids rush for school, a group of 4 sleazy characters passed by. The first of this group was a tall and slender anthropomorphic red fox with a beige face and muzzle, dark gray circles, thick black eyebrows, black nose, buff tail tip, copper eyes, a pair of 2 whiskers, sienna ear innards, and light brown feet with light gray soles and gray prints. He wore a old greenish gray top hat with light gray band, green shirt with gold buttons and light gray patches on his elbows, both light gray high collar and cuffs with white cufflinks, cream gloves with a hole on its right pinky), black cravat, teal stirrup pants with gold linings and both light gray patches on his knees, blue and red cape with gold brooch. He keeps a black cane on his person.

The second was a short, slender brown anthropomorphic cat with a tan face and a neck, a cream muzzle and green eyes. He wore a lavender shirt with a yellow cape, white opera gloves, purple pants, and an old gray top hat.

The third was a slender cat with light green fur, sea form green legs and fur on the cheeks and tail, light blue eye lids with eye lashes, a triangular nose, and blue on the end of her tail and ears. She wore a dark blue dress, a pink bandana, a pearl necklace, and a fancy collar with a jewel hanging from it. The fourth and final member of the group was a big gray beefy bulldog with brown spots, a tooth sticking out of his jaw, a big brown nose, and one brown ear. He wore a a white shirt, a red vest, a black hat with a feather on it, a blue sash, and a spiked collar.

(Resume video.)

"Ah, listen, my friends." The fox said. "the merry laughter of little, innocent children wending their way to school. Thirsty little minds rushing to the fountain of knowledge." He chuckled as he picked up an old cigar with his cane. "School, a noble institution. What would this stupid world be without..." But before he could finish, he lit a match to light his cigar. But before he did that, sees a poster of a man who is obese and has black, balding hair. His beard is black as well. He has tan skin and his lower lip is pink, while his upper lip is red with his puppets. "Well, well, well! Stromboli! So that old rascal's back in town, eh?"

"Yeah, it's nice to see him still pleasing the crowds with his puppets." The bulldog said. "You looking at this poster reminds me of the time we I tied strings on Gideon here and passed him off as a puppet."

"Yeah, that was a lotta fun." Gideon chuckled.

"And it would have worked too, if somebody didn't break the strings, Grinder." The female cat said while looking at the bulldog.

"I did say I was sorry, Catnip." Grinder said, a bit embarressed.

"We nearly put one over on that old gypsy that time anyway." The fox laughed as the four of them continued down the street before passing Pinocchio and his friends. "A little wooden boy. Now, who-" He started before being hit by reality. "A WOODEN BOY!" He and the others ran after him before peeking out from a corner. "Look, everyone. Look. It's amazing. A live puppet without strings." "

"A thing like that ought to be worth a fortune to someone." Catnip said.

"Yeah, but who'd be crazy enough to buy a live puppet" Grinder asked.

(Pause at 2:55)

"Oh, I don't know." Catnip said while pointing at the poster with her tail. "Maybe someone who works with puppets."

(Resume video)

"That's it... Stromboli!" The fox said. "Why, that fat, old faker would give his-- Listen! If the four of us play our cards right, we'll be on Easy Street, or my real name isn't Honest John."

"And ofcourse, it isn't, Mr. J. Worthington Foulfellow." Catnip said.

"Quick!" Foulfellow said. "We'll head them off." He, Catnip and Grinder then ran after them, with Grinder dragging Gideon along by the neck. So, as Pinocchio, Hello Kitty, My Melody, Tuxedo Sam, and Chip walked down the road, Foulfellow, Catnip and Grinder watched them from over a wall with Gideon trying to get a view as well. And when the three of them slip past a doorway, Gideon walks out with a potted flower in his hand, only to be hooked by Foulfellow's cane. The four of them then stop at a corner and see the five young friends coming.

(Pause at 3:26)

"Their walking right into our paws." Catnip said.

"This'll be easy." Grinder added. Meanwhile under Pinocchio's hat, Pinkie Pie started feeling funny.

"Oooh." She said. "My tongue is getting dry."

"Did you not drink water before we left?" Trinity said.

"Yes, but that's her Pinkie Sense." Sunset said.

"What is that?" Trinity said in confusion

"Pinkie has a strange ability to predict the future through various twitches and involuntary motions made by her body." Applejack said.

"Yeah, like when my tongue gets dry, it means someone is about to trip on something."

(Resume video)

"Shh! Now's our--" Foulfellow began, but he saw Gideon was missing and turned to see Gideon raising a mallet to strike Pinocchio with. "No, no, stupid. Don't be crude." He then took the mallet from Gideon and hit him on the head. "Let me handle this." He then looked over the corner. "Here they come." He then turned around and stuck his cane out in the middle of the road. "Yes, Giddy, as I was saying to the duchess only yesterday..." But before he could finish he "accidentally" triped Pinocchio and the others, causing the Rainbooms and Trinity to fall out of Pinocchio's hat and into Hello Kitty's pants pocket. "Oh! Oh, how clumsy of me!" He then helped them up one by one "Oh, my, my, my, my. Oh, I'm terribly sorry. Oh, I do hope none of you are injured."

"We're all right." Pinocchio said as Gideon dusted him of with a brush before reaching his hands into his back pocket.

"Ah, splendid!" Foulfellow said before hitting Gideon on the head. He then picked up Pinocchio's book and apple and started reading the book as while eating the apple. "Well, well. Quite a scholar, I see. Look Giddy, people of letters." He then picked up all of the books and gave them to the children. "Here are your books."

"Thanks." Hello Kitty said. "We'll need some to read as school."

"School!" Foulfellow said while pulling the little ones back in as they were leaving. "Ah, yes. Then you haven’t heard of the easy road to success." The kids looked at eachother then shook their heads.

"Uh-uh." They said.

"No?" Foulfellow asked in shock "I’m speaking young ones, of the theatre!" He then gave Pinocchio the remains of the apple. "Here’s your apple. Bright lights, music, applause! Fame!" He then shook his eyebrows up and down in a fan

"Fame?" Pinocchio asked while doing the same thing with his eyebrows

"Yes!" Honest John said in excitement. "And with that personality, that profile, that physique… why! He’s a natural born actor, eh Giddy?"

"Yeah, uh, he sure is, Honest John." Gideon said while chuckling.

"And how about you, little penguin?" Catnip said to Sam. "Do you have any experience in showbiz?"

"Sure." Sam said. "I sang La Traviata at La Scala and the Star-Spangled Banner at the World Series." This caused his beak to grow some more

"Good enough." Catnip said before tweeking Sam's beak. "After you're a hit, Strombolli may get you a nose job."

"Pinocchio, Sam and I are a team." Chip said. "We've been together for years." Chips nose then grew again to be the same length as Sam's beak

"Perfect!" Catnip said. "Then the three of will perform in a show being held tonight by The Great Stromboli."

"Will we be paid?" Sam asked.

"But of course." Catnip said, which caused her tail to start growing. "Why I'll bet you'll be paid a king's ransom after your first show."

"But they're going..."

"Straight to the top." Honest John said before Hello Kitty could finish. "Why, I can see your names in lights, lights six feet high. Sam, Chip and uh, what is your name again?"

"Pinocchio."

"Pinocchio!" Honest John said before he attempted to spell the name in vain. "P-I-N-U-O- uh, ha-ha, we’re wasting precious time. Come on to the theatre!" And with that, Honest John, Pinocchio, Catnip, Sam, Grinder, Chip, and Gideon went off, leaving Hello Kitty and My Melody confused.

"So, we should problably go after them." Hello Kitty said.

"Yeah." My Melody replied before seeing something moving around in Hello Kitty's pocket. "Hey, you got something in your pocket." Hello Kitty then reached into her pockets and say a group of small girls dizzy from their air travel.

"Waiter, there's some wood in my soup." Pinkie said in a daze.

"Need to know what else could go wrong?" Applejack asked in sarcasm.

"No, not really." Rainbow Dash said.

"Hey, who are you?" My Melody asked.

"I'm Sunset Shimmer." Sunset said. "This is Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, and Trinity. And we need to catch up with Pinocchio, before he get's himself in trouble."

"We can carry you if it'll help." Hello Kitty said.

"Thank you very much." Rarity said in gratitude. "That's very generous of you." Our heroes then proceeded to go after Honest John, Pinocchio, Catnip, Sam, Grinder, Chip, and Gideon as they were parading across town like a group of merry men. Meanwhile, Jiminy, Antonio, Twilight and Spike were racing down the street, with Jiminy still trying to get dress.

"Whew!" Jiminy said. "Fine conscience I turned out to be! Late the first day!"

"Yeah, but he can’t get in much trouble between here and school." Antonio said. The small group got out of the way as a parade passed by.

"Oh boy, a parade." Jiminy said as he marched in place.

"Uh, is Pinoke suppose to be in the parade?" Spike asked.

"Huh?" the three little guys asked in shock when they saw Pinocchio in the middle of the group.

"Why it's… it's Pinoke!" Jiminy said before he went after them. "Hey where you going?" Twilight, Spike and Antonio heard Sunset call out.

(Pause at 1:10)

"Hey guys!" Sunset said from Hello Kitty's pocket. "Get on!" Twilight used her magic to levitate the three of them into her pocket.

"Friends of yours?" Hello Kitty asked.

"Yup." Sunset said. "Let's go!" The then continued after the party. Meanwhile, Jiminy tries to stop the troup from continuing.

(Resume video)

"Wait!" He said as he slid down a railing to stop them "Halt! Hold on there! Pinoke!" Jiminy then jumps onto Foulfellow's tail, then up onto his hat. He then whistles to take attraction.

(Pause this at 0:02)

(Pause music at 1:27)

"What was that?" Foulfellow asked in concern.

"Wasn't me!" Grinder said. Pinoke then saw his dear friend Jiminy on Foulfellow's hat.

"Oh it's Jiminy!" He said. "What are you doin' up there?"

"Uh?" Foulfellow asked, looking up in confusion. "who? what? what? who? Jiminy? up where?" Gideon and Jiminy then see each other, eye to eye.

"Shh." Jiminy said to the simple cat, who repeated this until he realized just that Jiminy is.

"Oooh, that dirty bee!" He said, pulling out his mallet. "I will smash him!"

"Why, my boy, you must be seeing things."

"Oh no, that's my conscience." Pinoke explained.

"I can see him, too." Chip said.

"So can I." Sam replied.

"Now, now, now, boys, just calm down." Foulfellow said in a calming voice, unaware that Gideon was walking up his back to where Jiminy was standing. "Why there's nothing up there to be afraid of." Jiminy, however, was very afraid, for he had seen Gideon, standing over him with a mallet, and managed to jump out of the way before the blow, causing Gideon to Foulfellow instead, covering his face with his hat.

(Pause at 0:09)

"I don't understand it." Gideon said, examining both the mallet and the spot where it landing. "I thought I smashed the bee."

(Resume music)

"You smashed something alright." Catnip said before motioning down to Foulfellow, who was groaning and screaming from under his hat.

"Uh oh." Gideon said. "I see your point." He then gave his mallet to Grinder. "Here, you hold this, I'll go get something that'll help with that."

"Psst, Pinoke." Jiminy Cricket said from a lily when the others caught up to him. "Psst, Pinoke, over here. over here."

"Oh Jiminy." Pinocchio said. I made some new friends. And Sam, Chip and I are gonna be actors.

"All right boys, take it easy now." Jiminy Cricket said.

"Remember, what we said about temptation, Pinoke?" Twilght said.

"Aha?"

"Well, that's him." Jiminy Cricket said pointing Foulfellow with his umbrella

"Oh no Jiminy, that's Mr. Honest John!" Pinocchio said in naitivity.

"Honest John?" Antonio said. "Fuggetaboutit!"

"Uh, is there anything we can do for you, uh, John?" Gideon asked while opening Foulfellow's hat.

"Get me outta here!" Honest John screamed.

"Dahh, don't worry John." Gideon said. "I got just the thing that can help." He then grabbed Foulfellow's cane and props it on his hat, before grabbing the mallet he used to get Foulfellow stuck and using it to knock him out of the hat and right into a tree.

"Oooh!" he said as he sank into a puddle, before getting his head out of the water and shaking some of the mud off.

"All right then." Jiminy Cricket said after the group explained the situation to the boys. "Here’s what we’ll tell’em. You can’t go to the theatre. Say “thank you just the same” You’re sorry but you’ve got to go to school."

"Mm-hmm." Pinocchio, Sam and Chip said.

"Hello-o-o?" Foulfellow said as in a high voice as he and his cohorts looked for "Oh, bo-o-o-o-o-oys! Woo-hoo."

"Here they come." Jiminy Cricket said as he and the others hid away. "Now you tell ‘em."

"Woo-hoo!" Foulfellow said. "Oh little boys! Ah, there you are! Now, where were we? Ah yes… on to the theatre!"

(Play music at 1:18)

"Goodbye Jiminy." Pinocchio said. "Goodbye everyone!"

"Goodbye?" everyone asked in confusion before looking in shock as Pinocchio, Sam, and Chip go as went with their new "friends". "Huh? Goodbye?!"

"Hey, Pinoke, you can’t go." Jiminy Cricket said in panic.

"Guess we better go after him." Sunset said before motioning to Hello Kitty and My Melody to go after them.

"What’ll I do?" Antonio asked in panic. "I’ll run and tell his father."

"No that’d be snitching." Jiminy said after stopping him. "Let's go after him too." The two insects then ran after the group who ran after Pinocchio, his new friends, and the con artists.

Author's Note

So, after adding Moris the Midgit moose, I decided to add special suprise guest stars to every installment of the series. This time, I've added the cast of Hello Kitty's Furry Tale Theater. Hope you like it.

Stromboli's Show/"I Got No Strings"

Our heroes had searched for their friends when they saw a large crowd gathering around a wagon owned by the same man on the poster from the last chapter.

"Hey!" Rainbow Dash said. "I saw that guy in some posters on the way here."

"Ladies and gentlemen!" Stromboli said. "to conclude the performance of this great show, Stromboli, the master showman, that’s a-me, and by special permission of the management, that’s a-me too, is presenting to you something you will absolutely refuse to believe!" Trinity uses her magic to grow the group to human size to join the crowds while Antonio joins Jiminy Cricket ontop of a lamp post as he is swatting away some moths.

"Well, looks like a sellout." He said as he looked at the crowd.

"Hey, if he can pull this off, then Pinoke will become rich and famous!" Pinkie said in excitment.

"But Pinkie, don't you remember the story?" Sunset asked in concern. "The puppet master will lock him up in a cage and sneak him out of town after the show."

"Oh yeah." Pinkie said in a bit of embarressement. "I almost forgot about that."

"Introducing the only marionette-a can a-sing and a-dance absolutely without the aids of a-strings!" Stromboli said before he started talking to himself. "I hope-a so. The one… and only…Pinocchio!" There as an uproar of applause.

"Hmmph!" Jiminy Cricket said in disgust. "What a buildup."

"Guess all we can do is watch the show." Antonio said.

(Play this to 0:14, then pause.)

A little blue conductor with big ears strikes up the band, which cues the curtains to open an a spotlights focus on Pinocchio on the top of a staircase, with Sam and Chip standing at the bottom of the staircase.

"I've got no strings to hold me dow-" But as he began to sing, he fell by the steps and got his nose stuck on a hole through the floor, causing everybody to laugh.

"Go ahead…" Jiminy Cricket said angrily. "Make a fool of yourself! Then maybe you’ll listen to your conscience." Stromboli was just as mad as Jiminy, maybe more, for he started angrily yelling at Pinoke in Italian gibberish before coming to his senses.

"Cute kid." He said as he fixed Pinoke up a bit. "Heh-heh-heh."

The little blue conductor started up the band again from the beginning as the spotlight again focused on Pinocchio, who began to sing of how he has no strings to hold him down, make him fret or make him frown. Everyone watched as Pinocchio continued to sing and dance, Jiminy in disgust, Antonio and the girls in concern, and everyone else in awe at such a performance. The crowd started cheer in amazement at the life puppet with no strings. Stromboli started to laugh in joy over how well this is going.

"What I told you, huh?" He asked before laughing, as the misguided wooden boy continued to sing and dance.

(Pause at 0:42)

"Well, the crowd seems to like him." Twilight said.

"I'm not so sure about those two." Hello Kitty said, pointing at a couple of old guys in the corner.

"More! More!" One of them said in sarcasm.

"Uh, wait!" The other said. "Look, there is more."

(Resume video)

"Oh, good grief!" The first one said in regret. "They heard me!" The show then presents a dutch girl singing of her affection for Pinocchio, and amazement over how he has no strings. When she was done singing, 4 more dutch puppet girls started dancing to dutch music, 2 of which sandwiched Pinoke twice before going up and causing the scenery to change to a french background as a french girl sang of her affections for Pinoke.

"Hey, does anyone know where Sam and Chip are?" My Melody asked as french puppet girls started dancing the Cann Cann. Of course, they were to find out soon, for during this, one of Stromboli's men dressed Sam and Chip up in russian clothing.

"Now listen boys." He said. "This makeup will make you look like puppets, and the invisible wires will give off the illusion that you are attached to strings. How does it feel?"

"It kinda feels like someone's stringing me along." Sam said before he and Chip started laughing.

"Very funny." The assistant said, unamused. "I just hope your dancing is better than your jokes." And as the scene chamed to a russian background with a russian girl sang of her affections for Pinoke, he put fake beards and eyebrows on them. "There! Now you look like true russian cossacks."

"When do we go on?" Chip asked in excitment.

"Now!" The assistant answered as he pushed them out there. "And remember to do what the puppets are doing." The two of them then danced out there along with 4 russian cossack puppets dancing the Hopak. Pinocchio tries to imitate the dance, but his foot hit his hindquarters making a funny knocking sound. He then had an idea of doing the dance again while hitting his hindquarters and started having fun. He then noticed Sam, Chip, and the puppets spin wildly. Pinocchio spins his body around while keeping his head in place, but was unaware that he was spinning right into them.

Hey!” Pinocchio shouted as he bumped against the puppets, penguin and seal and was suddenly trapped, but not before finishing the song. And as the russian puppets left, the boy puppet, penguin and seal fell to the floor. One of the russian hats fell on Pinocchio's head as his nose got stuck on the same hole on the floor, so that when it broke, it looked as if he got a beard as people started throwing coins onto the stage.

"Huh?" Jiminy Cricket said in amazement. "They like him. He’s a success. Gosh! Maybe I was wrong." Stromboli bowed to the crowds, thanking them. But during all of this, the girls new that they had to stay and see how things go. Antonio decided to join them, but Sunset notice Jiminy walking off.

"Where's Jiminy going?" She asked Antonio.

"He said he needed some time to think." He answered. But Jiminy was doing more then just thinking as he began to leave the crowds of people that were cheering.

"Well, guess he won’t need me anymore." He said in a bit of sadness, before it turned to jealosy. "What does an actor want with a conscience anyway." But he was soon to regret his choice, as you will soon see.

Geppetto Searches for Pinocchio/Stromboli kidnaps Pinocchio

Later that night, at Geppetto’s home, as it started to rain, he has cooked a delicious supper in Pinocchio’s honor, which included a fine roast chicken, plenty of good fruits, a fine salmon with melted butter, olives, and a lemon for Figaro, and a nice warm chocolate cake, a piece of which was put in Cleo's bowl, tied with a ribbon and held up with a cork. But by this time, he was getting worried.

"What could have happened to him?" He asked upsetingly, as both Figaro and Cleo both smelled the good food. "Where could he be at this hour? I’d better go out again and look for him." He grabbed his coat and started to put on before turning to the pets. "And remember, nobody eats a bite… until I find him." Figaro and Cleo shake their heads before he went out the door. Figaro sees his opportunity to eat his meal, but Cleo gurgles and shakes her head at him, remembering their promise. Figaro looks at the fish with licking lips, and then cross his arms in frustration. Meanwhile, at Stromboli’s carriage, he was singing, eating, and counting his money at the same time, while the Rainbooms and their allies shrunk down and got inside to get Pinocchio, Sam and Chip out of there.

"Okay, everyone be quiet." Sunset said. "Once Stromboli leaves, we can get Pinocchio, Sam, and Chip out of here." The group then listened to Stromboli as he continued to sing.

"I got no-strings, but I got-a the brain." He sang. "I buy a new suit, and I swing-a the cane. I eat-a the best, and I drink-a champagne. I got no-strings on me!" He then laughed as he countinued to count the money. "Bravo to all of you!"

"They like us!" Pinocchio said in joy.

"Mmm!" Stromboli said before putting a stack of coins aside. "200! You are sensational!"

"200?" Rainbow Dash asked in shock. "That's a lot of money."

"You mean, we're good?" Chip asked as Stromboli took a swig out of his wine bottle.

"Ahhh!" He said before putting another stack of coins aside. "300! You are colossal!"

"300!?" Applejack asked in amazement. "That's enough to buy more milk than a cow can make!"

"Does that mean we're actors?" Sam said as Stromboli took a big bite out of an onion.

"Sure!" He said as he put all three of them up to his face. "I will push you in the public’s eye your faces, they will be on everybody’s tongue."

"Will they?" Pinocchio asked with tears in his eyes.

"Ye---" Stromboli answered before notcing 3 fake coins in the pile. "Huh? What’s this?" He then bit the into one of the fake coins, causing it to bend, causing Stromboli to curse in Italian before getting a hold of himself. he takes the coins and gave one of them to each of the boys. "For you, my little friends."

"For us?" Pinocchio said "Gee, thanks! I’ll run right home and tell my father." This caused Stromboli cough on his wine as he was drinking it.

"Home?" He asked before he started laughing "Oh sure. Going home to your father. Oh, ha-ha-ha. Oh that is very "comeecal""

"You mean it’s funny?" Sam asked in confusion.

"Sure!" He answered as he kept laughing. "Yes."

"And we’ll be back in the morning." Chip said

"Be back in the morning!" Stromboli said before mumbling in Italian as he grabbed the three boys by there clothes. "Going home?" The boys then started laughing, thinking he has said something funny, until Stromboli put them in a bird cage.

"There!" He said as he put a lock on the door of the cage, as the group of little people tried be quiet, despite being full of anger. "This will be your home, where I can find you always."

"No, no, no!" The boys said in shock

"Yes, yes, yes!" Stromboli said in anger. "To me… you are belonging. We will tour the world. Paris, London, Monte Carlo, “Constantinopole!”"

"No, no!" The boys cried in fear.

"Yes!" Stromboli shouted in rage. "We start TONIGHT! Mmmm. (mumbling in Italian) You will make lots of money… FOR ME!!!" He then picked up an axe as he rubbed his thumb on it. "And when you are growing too old you will make good FIREWOOD!!!" He then laughed as he tossed the axe on a discarded puppet, much to the shock of both the little people under the table and the boys in the cage.

"Let us out of here!" Pinocchio said.

"We gotta get out!" Sam added.

"You can't keep us--" Chip started before Stromboli roared at them

"QUIET!!!" He said, scaring both the group of little people under the table and the boys in the cage "SHUT-A UP!!!!! Before I knock-a you silly!" He then changed his voice to sound more sweetly sounding. "Good night, my little trio of gold mines." He then laughed an insane laugh as he slammed the door behind him. The Rainbooms grew to normal size and tried to break the boys out, but cage was coated with some dark magic that made it indestructable. They then heard Stromboli call out to his team.

"Get along, then!" He said as the wagon started moving. Everyone tried everything to free boys, using Applejack's strenght to try to break the bars, trying to blow a hole with Pinkie's power, even using the axe to open it, but nothing worked. As Hello Kitty, My Melody, and Antonio were talking to the boys, and Trinity was holding the necklase that Blue Fairy gave her, the Rainbooms sat down and talked about what to do now.

"Well, what do we do now?" Rainbow asked, kinda bummed out.

“We could take some of those matches over there and set fire to the wagon!” Pinkie said.

“And burn ourselves in the process?” Twilight asked in a sarcastic tone, making Pinkie Pie realize the dangers of that plan.

“Come on, guy!” Sunset said. “We can’t just give up. There’s gotta be something we haven’t done yet.”

“Wait a minute!” Fluttershy said, realizing something. “We can’t forgot that Jiminy is still out there.”

“That’s right!” Applejack replied. “He’s more clever then a beaver with a chainsaw. He might get us out of here.”

“How right you are, Applejack.” Rarity said. “Why, I’ll bet he’s on his way to lend us a hand, even as we speak.” But Rarity was only partially right. Jiminy Cricket would be coming, but not for the reason she may think, as we will soon see.

Jiminy to the Rescue/Pinocchio Tells The Blue Fairy a Lie

(Play this at 1:48)

Now as I said before, Rarity was only partially right about Jiminy coming. For not too far away, while the group was trying to break the boys out of their cage, Jiminy Cricket was sitting alone with his umbrella over his head still thinking in Pinocchio as the storm began to lessen.

“Well, there he goes.” He said sadly. “Sitting in the lap of luxury, the world at his feet. Oh well, I can always say that I knew him when.” He then began to walk away slowly. “I’ll just go out of his life quietly.” He then looked back at the wagons and had a thought. “I would like to wish him luck though. Sure! Why not?” he then ran after the carriage and jump onboard, just as the group were talking.

“Wait a minute!” Fluttershy said, realizing something. “We can’t forget that Jiminy is still out there.”

“That’s right!” Applejack replied. “He’s more clever then a beaver with a chainsaw. He might get us out of here.”

“How right you are, Applejack.” Rarity said. “Why, I’ll bet he’s on his way to lend us a hand, even as we speak.” It was at that moment that the group suddenly heard a familiar voice coming from the door.

https://m.

“Pinocchio?" It said. "Pinocchio? It’s me. Your old friend, Jiminy, remember?”

“Jiminy!” Pinoke said with tears in his eyes. “Gee, I’m glad to see ya!”

(Pause at 0:12)

"Wow!" Sunset said in amazement. "You must have developed some forsight of events."

(Resume video)

"Pinocchio!" Jiminy Cricket said in shock to Pinoke in a cage. "What’s happened? What did he do to ya?"

"Oh, he was mad." Pinocchio started.

"He said he was gonna push our faces in everybody’s eye." Sam added.

"Yeah?" Jiminy Cricket asked in shock.

"And just ‘cause we're a goldbrick he’s gonna chop Pinoke into firewood!" Chip finished.

"Oh, is that so?" Jiminy Cricket asked.

(Pause at 0:27)

"You better believe that it's so, buddy." Antonio said. "We saw the whole thing."

"Indeed." Trinity said. "Could you help."

(Resume video)

"Now don’t you worry, ma'am." Jiminy said before going to the lock. "I’ll have them outta here in no time at all." He begins to go inside the padlock. "Why this is just as easy as rolling off a… umph!" He then fell into the lock before going to work. All the group could hear were clanking sounds before Jiminy took off his hat and coat and hung them up. "Kinda rusty." He then continued to work on the lock as the clanking resumed. "Needs a little oil!" The room started to echo 'Needs a little oil!' "That’s what I said." He then continued to work until the spring sent him flying out of the lock, and got him hanging on a bar in the cage. "Must be one of the old models."

"You mean you can’t open it?" My Melody asked.

"Yeah." Jiminy Cricket said sadly. "Looks pretty hopeless. It’ll take a miracle to get us outta here."

"Gee." Everyone in the room said in dissapointment.

(Pause at 1:16)

"Well, now what do we do?" Twilight asked.

"We can only hope for a miracle." Trinity said.

"What do you mean?" Fluttershy asked.

"Well, you see..." Trinity began. And As she began to explain, Geppetto continued looking for Pinocchio in the rain.

(Resume video)

"Pinocchio?" He said "Pinocchio!" and as he walked down the street, he saw Stromboli's wagon passing by the street.

"Giddy up!" He said before he started speaking Italian. Geppetto may not know it, but he was closer to Pinocchio than he might think

"Pinocch---" He said only for thunder and lightning to cut him off. Then with a broken heart, he headed home. Meanwhile, back inside the carriage, Trinity finishes explaining things to the Rainbooms

(Pause at 1:54)

"...And that's what happened." She finished as the Rainbooms looked at her with stunned looks.

"Whoa, so that necklace is actually a was of calling the Blue Fairy?" Rarity asked in amazement.

"Yes." Trinity said. Sunset then turned to Jiminy and Antonio who was sitting with Pinocchio and the other kids.

"Do you guys think the guys know this?" She asked.

"Problobly not." Twilight said.

(Resume video)

"A fine conscience I turned out to be." Jiminy Cricket said sadly.

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

"No, it was my fault." Jiminy Cricket said in regret. "I shouldn’t have walked out on you."

"Guess I’ll never see my father again." Pinocchio said as he started crying.

"Oh, buck up, son." Jiminy Cricket said as his voice started to break. "It could be worse. Be cheerful… like me!" But Pinoke couldn't help but shed a tear that landed on Jiminy, drenching him completely. "Aw, take it easy son." He then took out a tissue and put it up to Pinoke's nose. "Come on, blow." Doing what he's told, he blew his nose on the tissue. "Atta boy." Jiminy then blew his nose before looking up. "Oh well, it stopped raining anyway." Sunset then decided to cheer everyone up with some words of motivation.

"Listen guys, we will get out of here." She said. "My friends and I have been through so much, sirens, wild magic, aliens, ninjas, you name it, and we'll get through this too. Because when we stand together, we can never be defeated." The group cheered quietly, so as to not get Stromboli's attention. It was at that moment that a star started to descend down through the clouds.

"Hey, that star again!" He said in suprise. "The lady! The Fairy!"

"What’ll she say?" Pinocchio asked in worry. "What’ll we tell her?"

"We tell her we were kidnapped." Chip said, causing his nose to grow further.

"And a witch cast a spell on us." Sam added, making his beak grow more.

"You might tell her the truth." Jiminy Cricket said before hiding in a seed container in the cage.

"No." Chip said. "That will never work we'll say, uh..." But before he could answer, The Blue Fairy appeared out of thin air just as she did before back at Geppetto's workshop

“Why, Pinocchio!” Blue Fairy said in surprise.

“Uh… hello!” Pinocchio said while tipping his hat.

“Sir Jiminy!” Blue Fairy said, again in surprise.

“Well!” Jiminy Cricket said in embarrassment. “This is a pleasant surprise! Ha-ha!”

“You were wise to summon me when you did.” The Blue Fairy said to Trinity.

“I would not have known how to if not for you.” Trinity replied.

“Pinocchio, why didn’t you go to school?” Blue Fairy asked.

“School?” Pinocchio said. “Well I…” He was hesitant as to answer, so he turned to Jiminy.

“Go ahead, tell her.” Jiminy Cricket said with encouragement.

“My friends and I were going to school ‘til we met somebody.” Pinocchio began.

“Met somebody?” Blue Fairy asked in curiosity, as everyone else nodded their heads.

“Yeah.” Pinocchio answered before saying something that made the group face eachother with looks of shock. “Two big monsters! With big green eyes.” At that moment, his nose began to grow. “Why I…”

“Monsters?” Blue Fairy asked, obviously playing along with this story. “Weren’t you afraid?”

“No ma’am, but they tied us in a big sack.” Pinocchio replied, causing his nose to grow more.

“You don’t say.” Blue Fairy said, to which Pinocchio nodded. “And where was Sir Jiminy?”

“Uh?” Pinocchio asked. “Oh, Jiminy?”

"Psst." Jiminy whispered. "Leave me outta this."

(Pause at 0:30)

Now, you all need to understand that Pinocchio neverlearned that honesty is the best policy, for the more he embroideried his adventures, the more his nose grows, as you will soon see.

"They put him in a little sack." He said, causing Jiminy to jump onto his nose as leaves grew on it.

(Resume video)

"No!" Blue Fairy said in astonishment.

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

"How did you escape?" Blue Fairy asked in curiosity.

"I didn’t." Pinocchio answered. "They chopped me into firewood!" Now his nose grew to reach the length of Sam and Chip's noses, resembling a tree branch that had a nest with two baby birds on it, and a vine reaching out and tying their noses together. "Oh, oh! Look! Our noses! What’s happened?"

(Pause at 0:40)

"Perhaps you haven’t been telling the truth, boys." Blue Fairy said.

"Perhaps?" Everyone else asked in shock.

"You mean that we were tricked by a sleazy fox, a couple of fat heads, and a greedy cat with a long tail?" Sam asked. "No one'll believe that." Sam's beak then grew just a bit longer, but just enough to make the baby birds whistle in shock.

(Resume video)

"We're just trying to earn to some money for Mr. Geppetto." Chip explained, who's nose didn't grow, which ment that it was true. "We didn't know we'd wind up like this."

"Oh, please help us." Pinocchio pleaded. "We're awful sorry."

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

"She’s right, Pinoke." Jiminy Cricket replied.

"Yeah, ya better come clean, kids." Antonio added.

"We’ll never lie again." Pinocchio said in truthfulness. "Honest, we won’t."

"Please Your Honor, uh, I mean…" Jiminy Cricket said from the nest on Pinoke's nose. "Miss Fairy. Give them another chance for my sake. Will ya? Huh?"

"I’ll forgive you because you meant well." Blue Fairy began. "But remember, a boy who won’t be good might just as well be made of wood."

"We’ll be good, won’t we?" Pinocchio, Sam, Chip & Jiminy Cricket said in unison, causing everyone else to laugh

"Very well, and you remember what to do if you need my help again?" Blue Fairy asked Trinity, who nodded. She then touched the cage with her wand and a burst of light filled the room. When the light faded, the cage was open, the boys were free, and their nose were back to normal.

"My!" Fluttershy said in astonishment. "People come and go so quickly here."

(Pause at 1:40)

"Gee, look, everyone!" Pinocchio said in amazement. "Our noses!"

"Hey, we're free!" Jiminy Cricket said in joy. "Come on, Pinoke."

(Pause at 1:44)

"Wait!" My Melody said in worry. "What if Stromboli comes after us?"

"Not to worry, I got this covered." Twilight said before taking out a brief case. "Like I always say, never leave home without your robotomy kit."

"I've never heard you say that before." Sunset said.

"Well, she says it alot at home." Spike replied. Twilight then went to work, putting together a robot with the parts from the briefcase, until she had finished work on a robot that looked exactly like Pinocchio.

"Okay, that just about does it." Twilight said. "I'm gonna start him up." She then pushed a button on the robot's shirt and the robot started moving around before he sat down on the chair like a big-time movie star.

"Hey, what's up?" The robot asked in a suave voice. "How are you guys tonight?"

"Amazing!" Pinocchio said in astonishment. "He looks just like me. But why does he sound like that?"

"I programmed this guy to act like a big time star, with knowledge of all the latest dance moves, the right amout of charisma, and just a pinch of assertiveness." Twilight explained. "Figured he'd keep things fresh for Stromboli's shows."

"And this will fool him?" Jiminy asked.

"Yeah, I can keep him in the dark." The robot answered. "But you guys had better go, before he figures things out."

(Resume video)

The group then got out of the wagon while Stromboli was still singing about his future riches. The robot waved everyone goodbye before heading back inside as the group waved good by to both him and Stromboli

"Toodle-ooo, Stromboli." Jiminy Cricket said.

"Goodbye Mr. Stromboli!" Pinocchio shouted before being shushed but the group.

"Quiet!" Jiminy Cricket said. "Let’s get outta here before something else happens." But as the group began to leave, the Rainbooms and Trinity noticed Sunset feeling uneasy.

(Pause at 2:06)

"What's the matter, girls?" Rarity asked.

"Well, I was thinking." Sunset said. "How was that cage so hard to break? And did you see the dark aura in the bars? It almost seemed as if some dark magic was infused with the wood."

"Like the cage that Nomis used to hold us?" Twilight asked.

"Maybe." Sunset answered. "We'll need to keep an extra close watch on Pinocchio."

"Well, just let that evil Rip Van Winkle have another crack!" Rainbow Dash said. "We can take him."

"I hope you're right Rainbow Dash." Sunset said, not sharing her enthusiasm. "I really do." The girls then went off to catch up with the rest of their group.

Foulfellow and Catnip meets Nomis and The Coachman

(Play at 2:06)

Now ofcourse, Sunset was right about Nomis returning. For sometime after Foulfellow, Gideon, Catnip, and Grinder had "given" Pinocchio and the boys to Stromboli and gotten paid for them, Nomis, his minions, and his new partner met them at the The Red Lobster Inn. His new partner was an obese man with white hair who wore a purple hat with a red feather on it, a red coat that covered his pants, big blue gloves, a green scarf, and black boots.

The entire group was relating the affair with Stromboli, as they all smoke, drink beer and also sing the reprise of Hi-Diddle-Dee-Dee.

"And the dummy and his pals fell for it?" Bulk asked while laughing.

"Hook, line and sinker!" Foulfellow answered while also laughing, while Gideon, smoking a cigar, dunks a smoke ring into his beer like a donut and taking a bite out of it before hiccuping.

"And he still thinks we’re his friends!" Catnip added. "And did Stromboli pay! Plenty!" She and Foulfellow then each took out a small sack of gold coins and placed them on the table with wicked laughs.

"I still think I got the short end of the payment." Grinder said as he held up a single coin.

"That shows you how low Honest John will stoop." Foulfellow said. "Eh, Giddy?"

"Yeah, that's right, John." Gideon said as he took a drink before one of his hiccup made a mess of beer all around him

"Now then gentlemen." Honest John began before taking a drag on his cigar. "What’s your proposition?"

"Well..." Coachman began before puffing on his pipe. "How would you blokes like to make some real money?" He then droed a big sack of gold coins onto the table.

"Well…" Honest John "And who do we have to, eh…" He then proceeded to make the signal of cutting a head off.

"Oh, it's nothing like that." Nomis said. "No! You see…" But before he could continue, everyone in the room looked over their shoulders to see if anyone else was listening. "My partner here is in the business of collecting stupid little boys.

"Stupid little boys?" Foulfellow asked in curiosity.

"You know, the ones that just want to play all day." Coachman explained.

"Ooh!" The four of them said in unison.

"And you see…" Coachman said before he started whispering in Foulfellow's ear.

"Yes…" He said as Catnip put her ear next to Foulfellow's ear, followed by Grinder putting his ear next to Catnip's, then Gideon putting his ear next to Grinders, but not before he rubbed his finger in Grinder's ear so he can hear more clearly.

"…and I takes ‘em to Pleasure Island." Coachman said as he finished his explaination.

"Ah, Pleasure Island." Honest John said in pleasure. But that pleasure turned into fear when he realized what he just said. "Pleasure Island?! But the law, suppose they…"

"No, no." The Coachman said in assurance. "There is no risk. They never come back…. as BOYS!!!" He comes close at them with a devil-like expression on his face, his mouth twists into a large smile, his eyes bug out and his hair becomes devilish, as he laughs with vile glee, scaring the four con artists, who cower in fear. "Now, we’ve got a coach load leaving at midnight. We’ll meet you at the crossroads and no double crossing!

"No, sir." Foulfellow said.

"Scout around, and any good prospects you find, bring 'em as well." Nomis added.

"Yes, chief." Foulfellow said.

"I'll pay you well." The Coachman said "I got plenty of gold."

"Yes, yes." Foulfellow said.

"And Bulk and Lank will go with you to find this wooden boy you speak of." Nomis said as the four con-artists nodded. The 6 of them then left as Nomis turned to the rest of the group. "Gentlemen, this just might be our biggest payment ever." Nomis said as he and the other baddies laughed in unison.

Going to Pleasure Island/Catnip and Grinder help

Unaware of the coming danger, our heroes continued down the road back to Geppetto's house

"No, sir." Chip said with determination in his eyes. "Nothing can stop us now. We'll be good this time."

"You'd better." Jiminy Cricket replied.

"I will, we're going to school." Sam said.

"That's the stuff, kiddo." Antonio said.

"I'd rather be smart than be an actor." Pinocchio said.

(Pause at 0:13)

"There's nothing wrong with being an actor." Sunset said. "You just need to learn everything you need to know at school before becoming one."

"Now you're talkin'!" Jiminy Cricket said. "Come on, slowpokes, I'll race ya home!"

(Resume Video)

"Oh, you are so on!" Rainbow Dash said before the entire group raced down the road. However, The girls soon noticed Foulfellow, Gideon, Catnip, Grinder, Bulk, and Lank intercepting the three boys.

(Pause at 0:21)

"Who are those two?" Hello Kitty asked, not recognized the two odd fellows.

"Bulk and Lank." Rarity said in shock. "Two of Nomis' goons. But what are they doing here?"

"I don't know." Twilight said. "But we have to be quiet or they'll see us."

(Resume video)

"Well, well hello boys." Catnip said walking up to the boys as Gideon, Grinder and Lank grabbed them by their clothes, making sure they're still running but not going anywhere. "What's your rush?"

"We gotta beat Jiminy home." Pinocchio said before noticing the group. "Oh hello."

"Well, how are the great actors?" Foulfellow asked as he was running in place beside them.

"Oh, being an actor was great." Sam said. "But Stromboli was terrible!"

"He was?" Catnip asked, acting as if she know what happened.

"Yeah, he locked me in a bird cage." Chip answered.

"He did?" Bulk asked, also acting as if he know what happened.

"Uh-huh." Pinocchio answered. "But we learned my lesson, we're going---"

"Oh you poor, poor boys." Foulfellow said, interupting Pinocchio. "You must be nervous wrecks." He then stopped the boys in their tracks. "That’s it! You are nervous wrecks." Foulfellow, Catnip, and Bulk then put on some glasses to look smarter. "Ahem. We must diagnose this case at once." He then turned to Gideon. "Quick, Doctor, your notebook."

"Okay, John." Gideon said before taking out a pencil and a notebook.

"Bless my soul." Foulfellow said as he held Pinocchio's arm, acting as if he felt a pulse on the wooden boy before taking out a watch. "My, my, just as I thought. A slight touch of monetary complications with bucolic semi-lunar contraptions of the flying trapezes." And as he spoke, Gideon started scribbling on his note book.

"Were those medical words?" Rainbow Dash asked, causing the girls to shrug. Catnip then opened up Sam's mouth to hecks his tongue. "Say hippopotamus."

"Hi-ho-hotamus." Sam said with difficulty, what with his tongue sticking out and all.

"I knew it!" Foulfellow proclaimed. "Compound transmission of the pandemonium with percussion and spasmodic frantic disintegration!" As he spoke, Gideon started writing on the notebook again, only to finish his writing in the air with a dot.

"Close your eyes." Bulk said to Chip, who did as he was told. "What do you see?"

"Nothing." Chip said, before Bulk held a red polka-dot cloth in front of him.

"Open them." Bulk said. "Now what do you see?"

"Spots!" Chip answered.

"Ah-ha!" Foulfellow exclaimed, acting like he was really onto something. "Now those hearts." The three of them then placed their ears to the boy's chests to pretends to listen to their heartbeats as Foulfellow beats on a nearby window shutter.

"This is hardly a professional medical procedure." Twilight said.

"Ooh, my goodness!" Foulfellow said in a pretended concern. "A palpating syncopation of the killer diller with a wicky-wacky stamping of the boy-joy." He then knocked his cane on Gideon's head while he was dancing to the rhythm.

(Pause at 0:09)

"Uh, yeah, John?" He asked.

"Quick, Doctor, that report!" Foulfellow orderd.

"Oh, uh, sure John, here you are." Gideon said before giving him the "report", which is just scribbling.

(Resume video.)

"Ooo, This makes it perfectly clear!" Foulfellow said, acting as if he could read it. "My boys, you are allergic."

"Allergic?" The boys asked in unison, with their clothes a mess.

"Yes!" Foulfellow answered. "And there is only one cure. A vacation… on Pleasure Island!"

"Pleasure Island?" The boys asked in curiosity.

"Yes." Foulfellow "The happy land of carefree boys where every day is a holiday."

"But we can’t go, we---" Pinocchio said only to be interupted by Foulfellow.

"Why, of course, you can go." He said with a grin. "I'm giving you our tickets." He then take out these "tickets", but it's three playing cards, an Ace of Spades, a 2 of Diamonds, and a 3 of Clubs. "Here."

"Thanks!" Pinocchio said in gratitude. "But we're-"

"Oh tut-tut-tut-tut, we insist." Foulfellow said in insistance. "Your health comes first."

"Indeed." Catnip said.

"Okay that's it, I'm going in!" Rainbow Dash said as she raced in, only to bounce back and land infront of our heroes.

"What was that?" Fluttershy asked.

"There must be an invisible barrier surrounding them." Twilight explained.

(Pause at 0:47, then play this to 0:20 then resume the first one at 1:08 when I tell you to.)

"Come, the coach departs at midnight." Foulfellow said as the group began to parade off like before, with Rainbow Dash trying to get past the barrier several more times, only to bounce right off it each time.

"Pinoke?" Jiminy Cricket asked as he and Antonio went back to look for them"Oh Pinoke? Now where do you suppose he- Huh? What in the...?!"

"There's not time for questions!" Sunset said. "You two go and follow them." The two bugs nodded and raced after them.

"What are we going to do?" Rainbow Dash asked.

"We'll need some help this time." Sunset answered. "Come on! I'll explain on the way." The group then found the very thing Sunset was looking for, a police officer. "Excuse me, officer, some friends of ours might be in danger."

"Say no more, miss." The officer said in a deep voice before taking out a notebook. "What do they look like." But before Sunset could answer, She saw a coach filled with boys raced prepare to go, among them is Pinocchio, Sam, and Chip on the front seat, and Jiminy and Antonio hanging by Jiminy's umbrella at the back.

"That's them!" Trinity said. "Those are our friends."

"Mama Mia!" The officer said in worry. "That's Barker, The Crooked Coachmen! He's been suspected for the disapearance of boys all over Europe."

"Disapearance?" Fluttershy asked in fear. "Oh boy."

"We gotta help them!" Sunset said.

"There's a major reward in anyone who can bring him in." The officer said.

"Reward?" A voice said, suprising everyone. "Did someone say reward?" The group turned to see Catnip and Grinder on a bench not far from where our heroes are.

"Why, yes I did." The officer said.

"Then Grinder and I can help" Catnip replied. "I know exactly where that coach is going."

"Hold on." Sunset said in suspicion. "Why do you wanna help."

"Because she's upset that the two of us just got a single gold coin out helping The Coachman." Grinder explained, only to elbowed in the ribs by Catnip.

"Yes, thank you, Grinder." Catnip replied.

"Could you excuse us for a moment?" Sunset said as she and her friends huddled together. The talked to eachother for only a moment before they turned back to the dog and cat. "Okay, we've decided to let you help, but you going to do whatever we say. Understand?"

"Perfectly." Catnip and Grinder said in unison. Twilight then noticed the coach start to leave.

"Guys!" She said. "The coach is leaving!"

"Take my wagon!" The police officer said. "The horse is fast enough to keep up. I'll go with someone else."

"Thank you." Trinity said before kissing the officer on the cheek, causing him to blush.

"Come on guys!" Sunset said. "Let's get going."

(You may play the epic chase music now.)

The group then took off after the coach and kept up with it as a distance so they wouldn't be seen. The group noticed Jiminy and Antonio still sitting on Jiminy's umbrella.

"Well..." Jiminy Cricket began before coughing as they rode in the undercarriage. "Here we go again." Meanwhile, Pinocchio, Sam, and Chip were riding up front with a tall and slender boy immediately identifiable by his red hair and buckteeth. His outfit consists of a formal brown jacket and yellow vest with a green ascot over his white shirt, which was complemented by olive green pants with suspenders and a pair of brown shoes. He also wears a bowler hat with a single feather in it.

"My name's Lampwick." he said to Pinocchio. "What's yours?"

"Pinocchio." He answered. "This is Sam and Chip."

"You guys ever been to Pleasure Island?" Lampwick asked.

"Uh-uh, but Mr. Honest John gave us---"

"Me neither, but they say it’s a swell joint." Lampwick began. "No school, no work. You can play all the time and nobody says a word."

"Honest John gave us---"

"Loaf around, plenty to eat, plenty to drink." Lampwick added. "And it’s all free!"

"Honest John---"

"Boy that’s the place." Lampwick concluded. "I can hardly wait!" The coach gets onto a boat, but it took off before our heroes could get on.

"Great!" Rainbow Dash said. "What do we so now?"

"Not to worry." Pinkie said as she left a note on the side of the wagon. "I've got this one." She then pulled a rowboat out of her hair, loaded everyone onto it, and rowed as if her life depended on it before arriving to the island that the boat had stopped at, much to the suprise of everyone. "You're welcome."

(Pause at 2:25)

"When did you have that in your hair?" Trinity asked.

"Had it in there before we left in case we need to cross a body of water." Pinkie explained, much to the suprise of her new friend.

"Guys, shhh." Sunset said before pointing at couple of men in front of a large pair of doors dressed in showmen clothes, and immediately recognized Nomis as one of them. "It's Nomis. I knew he was up to this."

"What do we do?" Twilight asked.

"We keep Pinocchio, Sam, and Chip safe for one thing." Sunset said. "We also need to find out what Nomis and The Coachman are up to and stop them." They then watched the two evil men draw the attention of the boys.

"Boys, you are all here because you long for a place to get away from the stress of the world." Nomis said. "We are giving you that place now. Welcome to Pleasure Island!"

(Resume video)

The two men then opened the doors to reveal an amusement park full of rides, food carts, and all kinds of games to play. The boys all rushed in to enjoy themselves.

"Right here, boys!" A food barker said. "Right here. Get your cake, pie, dill pickles and ice cream. Eat all you can. Be a glutton. Stuff yourselves. It’s all free, boys, it's all free. Hurry, hurry, hurry, hurry!"

"The steak house, the steak house." A steak house barker said. "It’s got the roughest toughest steaks ya ever seen. Come in and pick a fight with a steak, boys." Boys rushed into the tent to enjoy; Pinocchio, who was eating a pie, Sam with an ice cream cone, Chip with some cotton candy, and Lampwick with a chicken was among the group.

"Oh boy, a steak house!" Lampwick said in excitment before discarding his chicken. "Come on, let's go in and grab a t-bone."

"Why?" Pinocchio asked.

"A steak's good for protein, and that helps with the muscles." Sam explained.

"Okay, Sammy." Pinocchio said as the three boys went in, each one imitating Lampwick's walk.

"Barbeque Row, Barbeque Row." A barbeque row barker said. "Get your hot dogs, hamburgers, and Barbecue sandwiches. Come in and stuff your heads off! There's nobody here to stop you!"

"Pinocchio?" Jiminy Cricket said while coughing and trying to avoid being stomped on. "Pinocchio! There's something phony about all this."

"Yeah." Antonio replied. "We gotta get him outta here!"

"Hurry, hurry, hurry, hurry, hurry!" A candy home barker as kids rushed in to eat everything on the model home in sight. "See the candy home. It's open for eating and it's all yours, boys, it's all yours!"

"What did I tell ya?" Lampwick asked with a chocolate cigar in his mouth. "Ain't this a swell joint?"

"Yeah!" Pinocchio said while holding a giant lollypop. "This place is a lot of fun, ain't it?"

"Yeah, uh-huh." Lampwick said as he grabbed a fudge brick. "Get a load of that stained-sugarglass window." Meanwhile, The Rainbooms and their friends had caught up with Jiminy and Antonio and explained Catnip and Grinder's wanting to help.

(Pause at 3:41)

"So you haven't found Pinocchio yet?" Fluttershy asked.

"Nope." Antonio answered. "But we did find out that this place has a lot of food. Way too much to be legit."

"We'll worry about that later." Sunset said. "First we need to find Pinocchio and the boys." While they were looking and all the boys were having fun, Nomis and The Coachman turned to Bulk and the others.

(Resume video)

"All right now." Coachman said while cracking his whip. "Hop to it, you blokes. Come on! Come on! Shut the doors and lock 'em tight."

"Okay, okay!" Lank said. "Just watch where you're swinging that thing." He and the other minions then closed the huge doors and locked them.

"Now get below and get them crates ready." Nomis said.

"I don't get it boss." Bulk said. "Why do we need so many crates anyway?"

"Well Bulk, it will demonstrate an old saying." Nomis began. "Give a fun loving boy enough rope and he'll soon make a party animal of himself." He then let out a sinister and wicked laugh.

Author's Note

Looks like Nomis and the Coachman have big plans. To find out what they are, stick around.

Angry Cricket/A Dark Secret Revealed

Later, everything is run down and broken, and no one else is stirring but our heroes, who were still searching for Pinocchio, Sam, and Chip.

"Pinocchio!" Jiminy Cricket cried out. "Pinocchio!"

"Sam!" Hello Kitty said.

"Chip!" My Melody said.

"Where is everybody?" Rarity asked in curiosity.

"The place is like a graveyard." Trinity said.

"I don't like the looks of this." Applejack said.

"Pinocchio!" Jiminy said. "Hey, where are ya?" Sunset then noticed Nomis talking to Bulk and motioned to everyone to come here.

"Are there any more boys left?" Nomis asked.

"Just 4 of the are in the pool house." Bulk answered. "Should I get them."

"No." Nomis replied. "I'll handle this. You just tell Triad, Trion and Triout to get ready." Nomis then went to the pool house, with our heroes following him without being seen. Meanwhile at the pool house, Pinocchio, Sam, Chip and Lampwick were playing pool and eating plenty of food.

"Where do you suppose all the kids went to, fellas?" Pinocchio asked.

"They're around here, somewhere's." Lampwick answered. "What do you care?" Nomis then walked in with 4 plates of food.

"Are you boys having fun?" He asked.

"Uh-huh, we sure are." Sam answered.

"We're having a blast!" Chip added.

"Good, good." Nomis answered before placing the 4 plates on a table. "I've brought you boys some very special meals. Roast beef, Fish Sticks, Pizza, and for you, my little wooden friend, a large bowl of spaghetti. Enjoy!" He then left the boys to enjoy themselves.

"Oh boy!" Lampwick said in delight. "This is life, huh, Pinoky?"

"Yeah!" Pinocchio said as he was eating his spaghetti. "It sure is!"

"Ah, you slurp like me grandmother!" Lampwick said before putting his fork. "Come on, take a big drag, like this!" He then took a deep breath as if he was inhaling a long noodle.

"Okay, Lampy!" Pinocchio said before taking a really huge drag on his spaghetti and turns red. and as he swallowed the food, his eyes water up and pour out as he closes them, and then he turns green in the face as he let out a big burp.

"Heh, some fun, huh, kid?" Lampwick asked Pinocchio, who nods nauseously.

(Pause at 0:20)

"Are you okay, Pinoke?" Sam asked.

"Yeah, you look a little green." Chip said.

"Yeah, I'm fine." Pinocchio answered. Meanwhile, as Nomis left the pool house, The group were outside waiting for their opportunity.

"Okay, here's the plan." Sunset said. "Jiminy and I will go in there and try to get the boys out, while the rest of you follow Nomis to see what he's up too." The group nodded

(Resume video)

"Okay, slats." Lampwick said as he added another point to his scoreboard. "Your shot." Pinocchio climbs onto the pool table and tries to aim at the 8-ball with a noodle sticking out his mouth. Because he is dazed and nauseous from eating too much, everything looks warbly from his view, and he can barely focus on striking the 8-ball, which appears to wink at him. Disoriented, Pinocchio shakes his head, and his eye pupils shake around well as our heroes entered the poolhouse. "What's the matter, slats? Losin' your grip?" Pinocchio was about to hit the ball when his name was called.

"PINOCCHIO!!!" This caused him to fall flat on his face, squishing the noodle in his mouth. He gets to up to see Jiminy in the 8 ball. "So this is where we find you! How do you ever expect to be a real boy?! Look at yourself... Stuffing your face silly, playing pool!" He then kicked the 8-ball angrily, only to crush his foot. "Oww! You're comin' right home with me, this minute!"

"Hey..." Lampwick said as he picked up Jiminy. "Who's the beetle? "

"Let go!" Jiminy Cricket said. "Put me down!" His mouth was soon muffled by his jacket. "Uh, let me out!"

"He's my friend, and Pinocchio's conscience!" Sunset said in a serious tone. "He tells him what's right and wrong."

"What?!" Lampwick asked in shock as he drops Jiminy. "You mean to tell me he takes orders from a grasshopper?"

"Grasshopper?!" Jiminy Cricket asked in shock as he stood on the 8-ball. "Look here, you impudent young pup! It wouldn't hurt you to take orders from your grasshop- your conscience, if you have one."

"Yeah, yeah, yeah, sure." Lampwick said as he knocked the 8-ball, sending both it and Jiminy into a pocket. "Screwball in the corner pocket." The cricket fell through the hole and tumbled into the other balls, then manages to avoid being ran over by the 8-balls. Everyone else in the room let out a sigh of relief, and Lampwick just laughed his head off.

"Why, why- ya young hoodlum!" Jiminy Cricket said, clearly losing his temper as he took his jacket off and prepared to do battle. "I'll knock your block off! I'll take you apart and put you back together again." But before he could, Antonio, Hello Kitty and My Melody raced into the building.

"Yo!" Antonio said in alarm. "We found something, and you guys need to see it to believe it!"

"Well good!" Jiminy said as he put his jacket back on backwards, and squished his hat. "The sooner we get out of here, the better!" But before he could join them, he fell into a pool pocket again, and this time he flew off one of the balls and landed on the floor; Lampwick laughed again, and Jiminy mocked him. "Ha ha ha! Go on, laugh. Make a jackamule outta yourself. I'm through! This is the end!"

"But Jiminy, Lampwick says a guy only lives once." Pinocchio said in naïveté.

"Lampwick... Hmph!" Jiminy Cricket said with a furious look his eyes.

"Okay, you four stay here and try to talk Pinoke out of here." Sunset said. "I'll go calm him down." The four young ones nodded. Soon, Sunset was racing through the park up to the gates, with Jiminy still fuming.

"Lampwick." Jiminy Cricket said angrily. "Hmph! Lampwick! Burns me up. After all I tried to do for him! Who's his conscience anyway? Me, or that...that hoodlum Lampwick? I've had enough of this! As soon as we find out what's going on, we're takin' the next boat outta here!"

(Pause at 0:20)

"Come on, Jiminy, go easy on Lampwick." Sunset said. "He doesn't know how to be a good friend. I should know, I've been there." They soon joined up with the rest of the group. "What's up guys?"

"See for yourselves." Twilight said. "And listen."

(Resume video)

Sunset and the conciences heard animal sounds on the other side of the door and slipped through the door. They found Nomis, the Coachman and their henchman loading animals into crates and onto the boat.

"Come on, you blokes, keep 'em moving!" Coachman orderd to everyone "Lively there now. We haven't got all night."

"Where'd all the animals come from?" Jiminy Cricket asked confused while scratching his head)

"Come on, come on." Coachman said to Psyche. "Let's have another."

"Sure thing, pal." He then brought out a frightened monkey, who is dressed in a police uniform, and placed it infront of the ringleaders of this villainy.

"And what's your name?" Nomis asked the monkey, who only answered with monkey chatter.

"Okay, you'll do!" The Coachman as he tore the clothes off the monkey and threw him into a crate with five other monkeys. "In you go! You boys'll bring a nice price!"

(Pause at 0:49)

"Well, I can see why Rarity and Fluttershy don't like him, but I don't see..." Sunset began.

"Just wait." Pinkie Pie said before her friend could finished, there's always that one in every 25 or so.

(Resume video)

"All right, Next!" Nomis said to Psyche. This time, a donkey, who is dressed in a sailor suit, was brought out toward them. "And what might your name be?" And this time, the donkey suprised our heroes with how he answered.

"Alexander." The donkey said, leaving Sunset and Jiminy both with a shocked look on their faces.

(Pause at 0:58)

"Yeah that's the look we had on our faces when a chicken answered that question." Rainbow Dash said.

(Resume video)

"Hmmm, so you can talk." Coachman said with a look of dissapointment in his eyes.

"Y-Yes sir." Alexander said in fear. "I wanna go home to my mama!"

"Take him back!" The Coachman said as he threw Alexander into a pen with six animals, a duck, a rabbit, a pig, a cat, a coyote, and a roadrunner, that can still talk. "He can still talk!"

"Please, please!" Alexander said as the rest of the animals all protested in unison, begging for mercy. "I don't wanna be a donkey! Let me out of here!"

"QUIET!" Coachman yelled furiously as he cracked his whip, scarring the daylights out of them.

(Pause at 1:16)

"Look, it's nothing personal." Nomis said. "It's just a matter of finances."

(Resume video)

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

"Boys!?" Jiminy asked before realizing something. "So that's what... Pinocchio!" He then jumped off Sunset's shoulder and dashed off back to the pool house.

(Pause at 1:25)

"So, they turned these kids into animals?!" Sunset asked in shock.

"In all honesty, we didn't know that they did this." Grinder said.

"Well, he did mention that they don't come back as boys." Catnip said. Nomis then looked at his watch.

"It's just about time." He said before turning to Triad, Trion and Triout. "You three know what to do when you get to the pool house." The three headed monster nodded his three heads. This made our heroes worried as they raced off to warn Pinocchio of the coming danger.

Author's Note

I know that in the original movie, the boys all turned into donkeys, but I figured Nomis would inspire The Coachman to branch out.

Transformation/"The Ultimate Show"

Meanwhile, Hello Kitty and My Melody both explained everything to the boys. Now Pinocchio, Sam, and Chip felt worried about it, but Lampwick wasn't convinced.

(Play at 1:25)

"Heh!, hear both you and that beetle talk," Lampwick began before taking a sip of beer. "you'd think that something was going to happen to us." Then suddenly, he sprouts leopard ears, unaware of this. Pinocchio and his friends, now seeing that the beer has an effect, gapes, and steps away from the beer barrel. "Conscience?! Ah, phooey!" He then struck a ball as he grows a leopard tail, much to the shock of Pinocchio and his friends. "Where does he get that stuff? How do you ever expect to be a real boy?" He then leaned over the pool table, but when his head grew bright yellow fur with dark rosettes, he grabs his cigar, turns around, shows Pinocchio that he now has that head of a leopard, and puts it in his mouth. "What's he think I look like? A jackass?!"

"Well, no, but you look like Hello Kitty's cousin." Sam said before turning to Pinocchio. "Doesn't he?"

"He sure does!" Pinocchio said before laughing. 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 laugh like a donkey!" Chip said causing all three boys to laugh, then everyone heard a roar coming from Lampwick's mouth before he covered his mouth to stop.

"Did that come out of me?!" Lampwick asked as the nodded with horrified looks. He then felt his face, realizing he has a cat's nose instead of a human's nose. "Oh!" He then felt the sides of his head and felt fur. "Huh?" He reached back and felt a tail back there. "What the----? What's going on?" He raced to a mirror, saw that he is only half a leopard and, and screamed in terror. "I've been double-crossed! Help! Help! Somebody, help! I've been framed! HELP!!!!" He then turned to Pinocchio and his friends who were backing into a wall, and raced to them, begging for help as he grabbed Pinocchio by his overalls. "Please, you've gotta help me. Oh, be a pal! Call that beetle! Call anybody!" he then lets go of Pinocchio, as his hands close up, turning into paws. He then started stumbling, scared as he transformed into a large leopard with a slender, strongly built body and fierce expression with long, razor-sharp fangs and large green eyes. "Mama! MA-AA-A-MA-AAAHHHHHHHHH!!!" He then started roaring wildly as Triad, Trion, and Triout approached in an animal control costume, followed by a team of land robotic drones and large ape-like henchmen.

"Animal Control!" Triad said. "We'll handle this one." The three headed fiend then ordered his men to throw ropes and chains onto the leopard formally known as Lampwick, who was swatting one of the drones with his paws into the mirror, smashing it's back, knocking tables over, and kicking chairs all over the place. And as they put Lampwick into a cage, his clothes fly off, leaving him naked. Sam then saw something that made him more worried.

"Um, Pinoke." He said. "Don't panic, but you should check on your ears." Pinocchio reached up to realize, he has donkey's ears!

"Oh, What's happened?!" He asked in shock.

"I don't know!" Hello Kitty said. "But we'll figure it out." Soon, a tail too sprouted out of Pinocchio's pants.

"Well, we better figure it out, fast." Chip replied. Meanwhile, our heroes raced into the pool house as the three headed goon and his team loaded Lampwick into a wagon.

"Pinocchio!" Jiminy said.

"Guys!" Sunset said. "We gotta get you outta here."

"And quick!" Jiminy Cricket added "The kids, the boys, they're all donkeys!" He then gasped when he saw Pinoke's ears. "You, too?!" Pinocchio nodded. "C'mon, quick, before you get any worse."

"Jiminy." Sunset said. "You, Pinocchio, Sam, Chip, Hello Kitty, My Melody, Catnip, and Grinder get out of here. We'll handle Nomis and the Coachman." The group nodded as they left, and the girls followed the wagon to the large door, then turned to each other and nodded, ready to face what ever dark powers Nomis has up his sleeves. Meanwhile, on the other side, Nomis was examining the leopard and was impressed with his ferocity.

"Ohohohohoho, impressive." He said. "If you don't mind, I'd like to take this one with me, as sort of a pet project. Think I'll put him somewhere and see how he adapts in his new form." When The Coachman nodded, Nomis opened a portal and pushed the cage through it before closing it. At that moment, there was a loud crash, and the villains turned to see the Rainbooms in there superhero forms.

"Don't move, Nomis." Sunset said.

"Ahhh, if it isn't the teenagers." Nomis said with a grin. "I figured we'd meet again. I'm pleased to see you still have courage to stop me."

"Well first, what we're going to do, is that we're going to knock that beard right off of you." Rainbow Dash said. "Then, while you and your posse are picking yourselves off the ground, we're going to gather up the boys, and we're going to leave."

"Well then, I might as well make it a challenge." Nomis replied before merging with the Coachman, transforming him into a being twice his size, with his coat stuck onto his pants, and two long whip tentacles for arms.

"Now let's play." Nomis then wrapped our heroes in one of his arms before flinging them away. Our heroes dodged many of his blows, going so far as to keep a safe distance from his arms. But they soon learned that his arms could extend their reach to impossible lengths. While the Rainbooms fought, Trinity was able to let all of the boys out of their cages before seeing her friends in trouble. She then looked at the group of animals, and had an idea how to help them.

"Listen, we'll get you out of here." She said to all of the animals. "But you got to help us stop the Coachman." The animals nodded before charging foward, grabbing the attention of Nomis' minions.

"Oh no!" Lank said. "Ohohohohoho no, it's a stampede!"

"Let's get out of here!" Bulk said as the group fled. The stampede raced out and charged directly at the Coachman, being all over him like fleas on a dog. Twilight then had an idea that's crazy enough to work.

"Rainbow Dash!" She said. "Grab one of his arms while he's still distracted."

"On it!" Rainbow Dash said before grabbing one of the Coachman's arms, and using her super speed, wrapped it around The Coachman, causing him to fall to the ground with a great big thud. Just then, policemen started pouring out through the doors.

"Freeze!" One of them said. "Alright, Barker, you're under arrest."

Author's Note

So Lampwick turned into a leopard and dissapeared into another world. I'm sure that our heroes will find him again.

Where's Geppetto/Searching for a Whale

After the defeat of the Coachman, arrests were being made left and right, and tending to the boys who have been transformed into animals

"Officer, have you seen our friends?" Trinity asked in worry. "Are they alright."

"Why sure they are ma'am." The officer said before escorting the group to their friends. "They were lucky enough to land in the water near one of our boats. Their a little wet, but they'll be fine, right lads?"

"Sure." Jiminy answered before knocking some water out of his ear. "I thought we'd never make it."

"Certainly feels good to be back on dry land." Antonio said as he rang out his bandana. Sunset looked at all the boys.

"But what about them?" Sunset asked the officer. "Officer, will any of them go back to normal?"

"I don't think so." The officer said. "What ever dark magic made them like this is hard to undo."

"But, their parents, they'll..." Applejack began before being stopped by the police officer.

"The truth is, most of these kids have no parents." He said, much to the shock of the group. "Many of them have lost their parents in the wars all over Europe. so far we have 328,000 orphans recorded, and The Coachman kidnaps 292,000 of them."

"That must be awful." Flutterhsy said.

"It is." The officer replied "But don't worry, we'll find nice homes for them."

"And we'll get Pinocchio here home." Applejack said as out heroes left. Our heroes soon arrived at Geppetto's workshop.

"Father?" Pinocchio cried out. "Father, I'm home!"

"We're home, Mr. Geppetto!" Jiminy Cricket said."Home again!"

"It's me, Pinocchio!" Pinocchio said as he rang the doorbell. "I'm home to stay!"

"Here he is, Mr. Geppetto." Jiminy Cricket said knocking on the door "Home at last!"

"This is odd." Trinity said. "It's not like him to answer the door."

"Hey, maybe he's asleep." Jiminy Cricket said before he and the rest of the group went to a window to check to see what's up

"Father?" Pinocchio said. "Father, it’s me!"

"Pinoke, come here!" Jiminy Cricket said before Pinoke joined the group. "Look! He ain't here!"

"He- he's gone." Pinocchio said.

"Yeah, and Figaro." Pinkie Pie added.

"And Cleo too." Fluttershy said. Sam and Chip then saw something under the rug.

(Pause at 1:07)

"Guys, We found a note." Sam said.

"What's it say?" Grinder asked.

"It says, To anyone who reads this, I'm temporarily closed. Gone to find my lost puppet son."

"Oh no!" Pinocchio said in worry. "I hope he's okay."

"I'm sure he is." Applejack said.

(Resume Video)

"Maybe something awful happened to him." Pinocchio said, more worried then before.

"Don't worry, son." Jiminy Cricket said.

"He probably hasn't gone far." Hello Kitty added. At that moment, a magic dove flew by and dropped a letter behind them before My Melody saw it.

"Hey!" She said. "What's that?" Jiminy went to examine it.

"It's a message!" He said.

"What's it say?" Pinocchio asked.

"It's about your father." Jiminy Cricket answered.

"Where is he?" Rarity asked.

"Why, uh, uh, it says here he, he went looking for you and was swallowed by a whale." Jiminy Cricket explained.

"SWALLOWED BY A WHALE?!?" Everyone asked in shock.

"Yeah, uh-huh." Jiminy Cricket said before realizing what he said. "A whale! A whale named Humphery, who himself was swallowed by another whale named Monstro! But wait! He's alive!"

"Alive!" Pinocchio said in joy. "Where?"

"Inside Humphery at the bottom of the sea." Jiminy Cricket replied.

"Bottom of the sea?" Pinocchio said before taking off to save him with Sam and Chip after him.

"Uh-huh." Jiminy Cricket said before noticing everyone leaving. "Hey, where are you boys going?"

"We're going to find him." Sam answered.

"What, are you crazy?" Jiminy asked. "Don't you realize he's in a whale inside another whale?"

"I've gotta go to him." Pinocchio said.

"Hey, everyone, wait!" Jiminy cried out. "Listen, here, son!" But Pinocchio and our heroed did not stop. They kept going straight to a high cliff overlooking the ocean, with Jiminy following all the way.

"Look, Jiminy, we have to do this." Sam said. "Geppetto wouldn't be in this if it weren't for us."

"But this Monstro... I've heard of him." Jiminy said as Pinocchio started tying a rock to his donkey tail. "He's a whale of a whale! Why, he swallows whole ships alive!" "He then helps tie Pinocchio's tail to the rock completely. "Tie it good and tight, now. And besides, it's dangerous! Why, I--"

"Bye, Jiminy." Pinocchio said, exending his hand,

"Goodbye?" Jiminy asked in shock. "I may be live bait down there, but I'm with ya."

"So am I" Antonio said. "Fuhgettaboutit, you boys ain't doin' this alone."

"My Melody and I are going too." Hello Kitty said.

"That's right." My Melody replied.

"My friends and I'll go." Sunset said, with her friends nodding in agreement.

"I guess Grinder and I'll come along too." Catnip said.

"Come on then." Jiminy said before jumping onto the rock, closing his eyes and holding his nose. "Let's go." The group then jump off the ledge into the ocean. "LOOK OUT BELOOOOOOW!"

The gang then dives into the water and slowly decended into the sea floor below.

"Gangway, down there!" Antonio said. The group then reached the seafloor, and using Trinity's magic, were able to breath underwater.

"Gee!" Pinocchio said in awe. "What a big place!"

"Of course it's big." Twilight said. "Most of the earth is covered in water." Jiminy was tried to stay on the ground while holding his hat. The group then began to search for Geppetto and the Whale Monstro

"Come on, Jiminy!" Trinity said to the cricket.

"Alright, soon as I take on some balance." Jiminy said a he grabbed a rock before noticing a little fish watching him. "One side, sister." He then put the rock in his hat. "Well, so long." But he didn't go far before landing on his head. "Put it in the wrong end." He then proceeded to put the rock in his pants before he noticed the fish watching him again. "No more privacy than a goldfish. Ooh, chilly!" The group continue searching for the whale Monstro.

"Father!" Pinocchio said as they passed through a garden of sea anemones "Father!" The anenomes retracted into their homes to be safe.

"Hey, gang, wait for me!" Jiminy said as he caught up with the group.

"Father!" Pinocchio cried out.

"Father!" Jiminy Cricket repeated.

"Jiminy, He ain't my father." Applejack said.

"Oh, your right." Jiminy Cricket: "Mr. Geppetto!" The little fish then grabbed his umbrella and tugged it. "Hey, what the... Let go! Run along, you little... squirt." A big fish then stared him in the eyes.

"You got a problem with my kid?" He asked.

"What's the matter, kid? I was only- " Jiminy said a he backed up before tripping. Antonio noticed this and helped him out.

"We were only looking for Monstro." Antonio explained.

"MONSTRO!?!" The Big Fish and Kid Fish asked in fear before fleeing.

"That got 'em." Jiminy said in satisfaction.

"Your welcome." Antonio replied..

"Father!" Pinocchio said as the group continued searcing, unaware that a group of fish were following them. "Father!" A little fish then went to greet them.

"Hello." Little Fish said.

"Oh, hello." Pinocchio replied. The little fish then swam into one sleeve and out the other, causing Pinoke to giggle. The gang then noticed the large group of fish.

"Looks like he attracted a crowd." Fluttershy said.

"I fine time I picked to go on a diet." Catnip said to herself.

"Hey, Pinoke, maybe they could give us directions." Pinkie suggested.

"Oh, can you tell me where we can find Monstro, will ya?" Pinocchio asked.

"MONSTRO!?!" The fishes said in panic before swimming away.

"Gee, they're scared." Pinocchio said.

"This Monstro guy must be very scary." My Melody said. Jiminy then knocked on a clam shell like it was a door.

"Pardon me, Pearl." He said tipping his hat.

"My name is Paul." The clam replied. "What do ya want?"

"Are you acquainted with Monstro the whale?" Jiminy Cricket asked.

"MONSTRO!?!" Paul yelled before closing up and going into the ground. "What ever business you have with him is your business, but leave me out of it." He then spat Jiminy out, trapping him in a bubble and his hat in another bubble.

"Whoa, hold it, there." Jiminy said before reaching through his bubble to grab his hat with his umbrella. Unfortunatelly, this caused him to make a hole in his bubble, which resulted in water filling up until it popped.

"Father!" Pinocchio cried out, with his rock now inhabited by starfish and crabs.

"Uh, Pinoke?" Sam said. "You got some hitchhikers on your rock."

"I got this." Jiminy said before geting onto the rock. "One side there, son. Come on, boys, break it up. Break it up, now." The group then pass through a kelp forest before they heard small yipping and hollering and tiny neighing. They then noticed a group of plankton riding seahorses. "Hey, what the... Quit shovin', now. Don't- Take it easy. Take it easy, there." Soon the seahorse were hanging from all of the groups fingers, and even Pinocchio's nose.

"We'll howdy there partners." One of the cowplankton said. "What brings you to our parts."

"We're looking for someone, and I think we're a bit lost ourselves." Sunset said.

"Well, who are you looking for?" The cowplankton asked. Jiminy then came up riding one of the seahorses, trying to calm him down.

"Steady there, Nellie." Jiminy said before turning to his friend. "Go ahead, Pinoke. Ask them."

"Could any of you tell us where to find Monstro?" Pinocchio asked in hope.

"MONSTRO!?!" The cowplankton said in panic before he and the other cowplantons scattered in all directions. Even the seahorse Jiminy was riding knocked him off. "You can go that way to find him, but I hope you try to make him angry."

"Thank you, and don't worry." Sunset said. "We'll cake care of ourselves."

"Sakes alive." Jiminy Cricket said as he caught up with the rest of the group.

"Father!" Pinocchio cried out as the group followed the cowplankton's directions. "Father!"

"Mr. Geppetto!" Everyone else called out in unison. Meanwhile, a couple of octopuses watched them leave.

"Hey, Mac?" One of the octopuses said.

"Yeah Bill." The other octopus said.

"I bet those guys are gonna be seafood, Mac." Bill said.

"I think your right, Bill." Mac replied.

Monstro Awakes/Family Reunion

Now let us turn out attention to the destination of our heroes quest. Sleeping at the bottom of the ocean, looking like a giant boulder, was the giant whale Monstro. And inside Monstro was the sleeping humpback whale, Humphey. And inside Humphery was a broken ship. And on that ship, there was Geppetto and Figaro near the side of the boat fishing, with Cleo near by in her fish bowl. "Not a bite for days." He said in sadness of not getting a bite, all the while Figaro doesn't get anything either and Cleo pushes up a couple of rocks in her bowl to look like graves. "We can't hold out much longer." Then, Geppetto let out a hearty sneeze, with Figaro sneezing soon after. "I never thought it would end this way, Figaro." Geppetto said as he rubbed his nose. "starving to death, in the belly of a whale. My poor little Pinocchio. He was such a good boy. It's hopeless, Figaro." The both of them reeled in their lines to see noting on the ends of them. "There isn't a fish left. If the monster doesn't wake up soon, I... I'm afraid we are done for."

But they didn't need to worry long, for outside, a large school of tuna were swimming by, but Monstro woke up and saw them coming before smiling and pretending to go back to sleep. When the fish got close enough, the big whale opened his eyes, causing the tuna to swim away. But they did not get far when Monstro started collecting them in his mouth like a man does for peanuts. Humphery however was unaware of the oncoming fish and opened his mouth to yawn, causing some of the fish to enter his mouth.

"Here they come!" Geppetto said when he saw them coming. "Tuna! Tuna fish!" He and all of the sailors then grabbed their fishing poles and started bringing them in. "Food! We'll eat! Here's a big one." He turned to Figaro, who ran to the fish. "Get them in there, Figaro!" Figaro did as he was told and got many tuna inside. Meanwhile, the fishes outside swam in panic past our heroes.

"Wait!" Pinocchio said to the tuna. "Wait a minute! Have you seen..."

"Hey, kid!" One of the tuna said. "Pull your head out of your shorts! Monstro's coming!" He then pointed as Monstro appeared and chased the tunas by smashing through some rocks.

"MONSTRO!!" The group cried out in fear before swimming away, but Pinocchio couldn't move because the rock tied to his tail was stuck.

"Oh, we gotta get out of here!" Jiminy said as he untied Pinocchio's tail from the rock before the two of them swam to catch up to the group. "Come on, Pinoke, don't wait for me!"

"Never saw so many!" Geppetto said in excitment. "Here's another one! Enough for weeks! Here's a big one." Meanwhile, Figaro is trying to keep the fish in the box. "Keep them in there, Figaro!"

"He's gaining on us!" Fluttershy said in panic.

"What do we do?" Antonio asked in fear.

"Head to the surface!" Sunset said as she and the rest of the group swam up, along with all of the tuna fish. Just as the reach the surface, Monstro swallowed them and all of the tuna fish whole. The group then went inside Humphery's mouth as he closes it.

"Must have been something I ate." He said before burping.

"It looks like the last of them." Geppetto said as he kept reeling in tuna. "Here's a big one! Only a few left! We gotta work fast!" He then pulls in a fish with our heroes attached to it, causing them to land in the trough with all of the tuna.

"Ugh, I got a fish in my hair." Rarity said.

"And my fur is a mess." Catnip replied.

"Stop complaining, you guys." Twilight said. "At least we're alive. When life gives you lemons, you make lemonade."

"Here's another one!" Geppetto said before reeling in another tuna fish, causing it to land in Twilight's mouth. Twilight then spit out the fish as Rarity and Catnip smiled.

"Like I said, life gives you lemons" She replied.

"Hey, Father!" Pinocchio said, trying to get Geppetto's attention. "Father!"

"Don't bother me now, Pinocchio!" Geppetto said before realizing who he was talking to. "Pinocchio!"

"Father!" Pinocchio said in joy

"Pinocchio!" Geppetto said in euphoria before grabbing and hugging Grinder. "My son."

"Um, Mr.Geppetto?" Applejack said. "He's still right here."

"Huh?" Geppetto asked. before turning to Grinder.

"Yeah, I'm not your kid, he is." He replied.

"Oh, oh, yes!" Geppetto said before higging Pinocchio. "Pinocchio! My boy. I'm so happy to see you!"

"Me, too, Father." Pinocchio said before Figaro jumped up onto Geppetto's head. "Figaro! Ahh, Figaro!" He then saw Cleo jumping up and down in her bowl. "Cleo! Oh, Cleo! You're here, too."

"Yes, we all are together again." Geppetto said before Pinocchio sneezed. "Oh, you are all soaking wet."

"Yes, Father." Pinocchio said in agreement.

"You mustn't catch cold." Geppetto said before putting his son on a barrel.

"But we came to save you!" Pinocchio replied.

"You shouldn't have come down here." Geppetto said as he grabbed a blanket.

"But, Father..." Pinocchio said in joy.

"But I'm awfully glad to see you." Geppetto said as he covered his son with the blanket. "Let me take your hat." He then removed the hat, revealing Pinocchio's donkey ears, before being suprised. "Oh! Pinocchio!"

"What's a matter?" Pinocchio asked in curiosity.

"Those ears!" Geppetto answered in concern.

"Huh, ears?" Pinocchio asked in confusion before realizing what he was talking about. "Oh, these. Oh, that's nothing. I got a tail, too!" He then started laughing before braying like a donkey, causing Figaro to jump into Cleo's bowl.

"Pinocchio!" Geppetto said in shock. "What's happened to you?"

"Well, I... I... I..." Pinocchio said as he tried to explain

"Oh, nevermind that now." Geppetto said calmly as he hugged Pinocchio. "Old Geppetto has his little wooden head. Nothing else matters." The group then heard Humphery call out to them.

"Hey, keep it down!" He said. "I'm trying to find my way back to my pod."

"Poor fish." Chip said in sympathy. "He's lost."

"My name is Humphery." The whale replied. "I'm a whale, not a fish."

"If we help you, will you free us?" Applejack asked.

"Sure." Humphery answered. "I got to get out of here and back home, or my mom'll ground me."

"Get out, oh, no, no, no." Geppetto said in depression. "I've tried every way. Why, I even built a raft!"

"A raft?" Pinocchio asked before getting an idea. "That's it. We'll take the raft, and when the bigger whale opens his mouth-"

"No, no, no, no, now listen, son." Geppetto said as he began explaining the big flaw in his plan. "He only opens his mouth when he's eating. Then everything comes in. Nothing goes out. It's hopeless, Pinocchio." Hearing that made everyone a little down in the dumps. It was at that moment that Pinkie Pie decided to raise everyone's spirits.

"Come on, you guys!" Pinkie said. "Nothing is ever hopeless. The problem is that everyone's got a Buford in their heads."

"A Buford?" Sunset asked in confusion.

"It's something that gets in your head and tells you it's hopeless to do something." Pinkie explained. "Like getting out of a giant whale, or flying around the earth in a single summer day. When I get one of those in my head, I usually take an Aiken to quell it."

"What's an Aiken?" Jiminy asked.

"That's an Aiken." Pinkie answered, pointing at famous singer Clay Aiken dressed up as Pinocchio singing in front of a big plane with a voice as smoothe as butter, and as soft as a pillow.

"Where did that plane come from?" Twilight asked in confusion.

"I don't know." Pinkie answered. "I can't control who or what appears in spontanius musical numbers." Clay Aiken spun a globe of the earth on his finger, and as he continued to sing, his words seem to have some powerful effect on the group, raising their spirits and boosting their confidence.

(Pause at 0:57)

"And sometimes, I like to add a bit of Chaka to really help." Pinkie said.

"What's a Chaka?" Jiminy asked in even more confusion.

(Resume video)

"That is." Pinkie said while pointing at vocal power house Chaka Kahn dressed up as Pinkie Pie, belting out lyrics alongside Clay Aiken with a powerful voice.

"Okay, how did these guys get in here?" Applejack asked Pinkie in suspision.

"Beats me." Pinkie said before putting a wink emoji at the end of this sentence.😉 When the song was about to end, a wing from the plane fell off before Chaka Kahn let out one last set of verses at the top of her lungs. Just then, Pinkie Pie's stomach started making noises.

"Whoops, my stomach is talking." She said in embaressment. "I'll tend to our musical accompaniment while you guys start up a nice fire and cook some of the fish." This suggestion gave Pinocchio an idea.

"A fire!" He said in excitement. "That's it!"

"Yes, and then we'll all eat again." Geppetto replied.

"A great big fire!" Pinocchio added. "With lots of smoke!"

"Smoke?" Geppetto in curiousity. "Oh, yeah, sure. A smoked fish will taste good."

"Quick, some wood!" Pinocchio said before he started grabbing wooden items and smashes them into firewood. The rest of the group realized his plan and helped to make a fire pit to put all the firewood in.

"Pinocchio, not the chair!" Geppetto said as Pinocchio grabbed the chair and smashed it with the rest of the firewood.

"Well, that should do it." Sunset said. "Twilight, you know what to do." Twilight nodded before using her magic to put the fire pit on top of Humphery's back.

"Oh, what will we sit on if we---" Geppetto began as Twilight used her magic on a lamp.

"We won't need it!" Twilight said before starting a fire. "We're getting out!"

"Getting out?" Geppetto asked. "But how?!"

"We'll make Monstro sneeze!" Pinocchio answered.

"Make him sneeze?!" Geppetto asked before he realized what he meant. "Ohh, that will make him mad!" Meanwhile, Pinkie Pie as tending to Clay Aiken and Chaka Kahn.

"Thanks for the help, you guys." She said. "You really helped to boost up the moral of the team."

"No problem." Clay Aiken replied. "It was my honor to help."

"Ditto." Chaka Kahn said. "Now can you get us home? I have a massage appointment in five minutes."

"No problem." Pinkie said before pulling a device labled 'Singing Super Star Summoner-O-Matic' out of her hair and turning it on, opening two portals to the homes of the super stars. "See you guys at the after party."

Author's Note

Yes folks, once again, Pinkie Pie's resourcefulness, her optimism, and her bottomless hair that can pull out convenient plot devices, as helped her friends out at their lowest point.

Bloopers/"You Are A Human Animal"

In a large theater Mr.V steps out onto the stage. "Ladies and gentlemen." He said. "We thank you for joining our heroes' journey with the little wooden boy and his conscience. And now, we are please to present to you, dear readers, the blooper reels of this presentation, Reminding you that we are all human. These reels will be followed by a special performance from Mr. Cricket." A large screen then lowers down and a projecter starts showing the bloopers. The first blooper showed our heroes arriving.

"Alright let's start the first tape" The director said "Jump to the ground and pretend you're falling go!" The director called. Then the Mane Seven, Spike and Trinity fell only to land on large pile of cow pies.

"Seriously?" Rainbow called angrily. "First an large wagon and now this? What's next an instrument?"

"Cut!" The director called as the others got out and washed themselves "The person who brought cow pies here."

"That was me!" a dumb looking worker said as he ran by.

"You're fired." The director called throwing the worker out of the room. "Okay, let's clean 'em up and do it again."

The second blooper showed Pinocchio turning his body around without turning his head, only for his head to spin around a couple times, making him dizzy before both he and Geppetto started laughing.

"Okay, okay, we've all had a good laugh." The director said. "Thankfully, we can fix that in the editing," The third blooper shows Sunset, Jiminy and Antonio joining the group.

"What's up guys?" Sunset asked.

"See for yourselves." Twilight said. "And listen."

Then to the group's suprise, they hear and see swinging piano music. "Yeah!" The pianist said in pleasure, only for Groucho and Chico Marx to try their hand in piano playing. "Get away from there." But suddenly, the piano started playing on it's own. "What's the matter with that piano" He then opened up the piano to see Harpo Marx playing the strings on the piano. "The man's crazy!" Then, Harpo finished his number with the honking of his horn.

"Uhh, thank you for the suprise celebrity cameo today, Marx Brothers." The director said in exaustion. "Oh brother is this going to be a long night." The fourth blooper shows Monstro talking to some dolphins.

"And so you two are actually related?" He asked them, to which he got a couple of nods as a response. "You know I can get you two into The Little Mermaid if you want." He then saw the cameras rolling. "I'm sorry, are we rolling? Hehehe, okay girls, remember if you ever want to get into show business, let me know." The fifth blooper showed Jiminy then knocked on a clam shell like it was a door.

"Pardon me, Pearl." He said tipping his hat.

"My name is Paul." The clam replied. "What do ya want?"

"Are you acquainted with Monstro the whale?" Jiminy Cricket asked. The Clam then suddenly started quoting Moby Dick.

"Thar she blows!" The clam said. "Sorry, I just had to say that. Let's try that again." The sixth blooper showed Geppetto covering his son with the blanket

"But I'm awfully glad to see you." Geppetto said as he covered his son with the blanket. "Let me take your hat." He then removed the hat, revealing Daffy Duck.

"Did you really think I would sneak my way into this, did ya, Disney?" He asked.

"Cut!" The director said.

"No, don't cut!" Daffy replied while Bugs Bunny came in. "Let the cameras roll, and record it for posterity, whilst I give this two-bitten nimrod of a director a severe dressing-down! Sir, you have desecrated the good names of me and my associats, by making us look frail and helpless!"

"Eh, cut." Bugs said.

"No, don't cut!" Daffy cried out. "Now, in the future, I suggest that you get our permission before using our likenesses!"

"Cut!" Sunset cried out.

"NO, DON'T CUT!" Daffy shouted before turning back to the director "And another thing: expect a call from my attorneys about this unfortunate incident, and brother, when they call you, there's-" But before he could finish, there as a roar and Daffy was cut into 4 pieces.

Three of the four pieces landed on the floor infront of Bugs "Eh, now can we cut?" He asked sarcastically, with a pun intended..

"You smug son of a-" Daffy Duck began only for the camera to cut before he finished. Then as the screen went up, Mr.V stepped out onto the stage again.

"And now, we have a special performance from one of the stars of the show, Jiminy Cricket." He said before turning to the audience. "Maestro, if you please."

Then the music started as the curtains opened and Jiminy stared singing about the human animal, who is a very special breed, for it is the only animal, who can think, who can reason, who can read. Then a cow went moo and a dog went ruff, a cat meowed and a horse kicked up his hooves. A group of back-up singers took the second chorus, singing with harmony equal to that of a barbershop quartet. When the second chorus was finished, Jiminy took out a yo-yo as more animals stepped out onto the stage. A pig went oink, and a mule hee hawed, a duck went quack and a sheep when baa, and Jiminy then swung his yo-yo out to the audience three times before putting it back in his pocket. The backup singers took the chorus for the third and final time as they divded into three groups, one that was thinking, one that reasoned with each other, and one that read books. Then a chicken went bakawk and coyote went aawoo, some birds tweeted and a fish went bluddle-uddle-uddle. The animals and the back up singers sang together before everyone finished the performance with a bow.

"That's amazing, Jiminy!" Twilight said in awe.

"Thank you Twilight." Jiminy said, blushing a bit. "I must admit, I never performed on a stage before."

In honor of Cliff Edward

A Book Report/Off On Another Adventure

In a packed theater, Mr.V steps out to adress the audience. "Hello." He said "My name is Mr.V, and I would like to welcome you dear readers to our show, Equestria Girls: Disney Odyssey: Pinocchio. This story is a sequel to Equestria Girls: Disney Odyssey: Snow White and the Seven Dwarfs, our first Equestria Girls: Disney Odyssey, and tells the tale of our heroes meet a little puppet who wanted to become a real boy and a cricket who acts as his concience. So, with out further ado, sit back and enjoy the presentation"

Intro

Our story begins one Friday afternoon at Canterlot High School, as everyone was leaving to return home. The Mane 7 and Trinity were meeting outside on the steps by the front door.

"So, how was your first day of school, Trinity?" Applejack asked.

"It was amazing!" Trinity answered. "Everyone has been very nice. Although I am a bit concerned about this book report."

"Yeah, those things are kinda last minute on all of us." Rainbow Dash said. Just then, Pinkie Pie had an idea.

"Hey!" She said. "Why don't we all work on it together?"

"That is a wonderful idea, Pinkie Pie!" Rarity said. "We can turn in the report as a group."

"Your right." Sunset said. "Let's go to Trinity's house, and get started." They soon arrived at their destination and started sharing ideas, when Sheldon joined in the group.

"Hey there you guy, What's the gathering about?" He asked before turning into a chicken. "You talking about a how many eggs you all can count."

"No, Sheldon." Twilight said. "We're just talking about a book report we have to work on."

"Well this is something that I might want to take a look." Sheldon said. "So what exactly is the title of the book."

"The story is called The Adventures of Pinocchio." Twilight said.

"Pinocchio?" Sheldon asked in excitement.

"Yup." Applejack said. "We have to write a report of the moral of the story."

"Pinkie Pie and I think that the moral is to listen to your conscience, because it tells you right from wrong." Fluttershy said as Pinkie nods.

"Applejack, Rainbow Dash and I think that the moral is be truthful." Rarity added.

"And Sunset, Trinity, Spike, and I think that the moral is that consequences happen when you make the wrong choice." Twilight finished.

"So we're going to re-read the book and find out." Sunset said.

"Why mealry sit down and read it, when you can live it." Sheldon answered. "Just jump into Pinoke's world and your answer, it will surly give it."

"Now that's a great idea!" Pinkie said in excitement. "We could make an adventure out of this!"

"Yeah, that does sound great." Twilight said. "Just so long as we get back in time to write the report, because it is due on Monday." So the group gathered up some supplies, put them in backpacks, then went to the map and looked for Pinocchio's world, but since the worlds were so small on the map, it was hard to find it.

"How are we find Pinocchio's world when their all so little?" Rainbow Dash asked. Just then, the map started glowing and revealed a world with a small itallian village, an carnival on an Island, and a vast sea with a giant whale swimming around. There was also a logo underneath it. It said Prankster's Paradise.

"This must be it!" Pinkie said.

"Well, here we go again, on another grand adventure." Sunset said. Soon the magic of the map opened a portal, but it did not pull them like last time. So they went through it, ready for whatever they will encounter.

Disney and Hasbro proudly presents:

Equestria Girls: Disney Odyssey: Pinocchio

Starring:

Rebecca Shoichet as Sunset Shimmer

Tara Strong as Twilight Sparkle

Ashleigh Ball as Applejack and Rainbow Dash

Andrea Libman as Fluttershy and Pinkie Pie

Tabitha St German as Rarity

Cathy Weseluck as Spike

Jenny Glynn as Trinity

Julie Andrews as Spiritina, The Spirit of the Book of the Disney

Martin Short as Sheldon, The Shapeshifter

Dickie Jones as Pinocchio

Cliff Edwards as Jiminy Cricket

Jeff Bennet as Antonio Grasshopper

Christian Rub as Geppetto

Evelyn Venable as The Blue Fairy

David Kaye as Nomis, the Necromancer

Robert Englund as Serpentinas

Ernest Borgnine as Bulk

Charles Nelson Reilly as Lank

Garry Chalk, Terry Klassen, & Lee Tockar as Triad, Trion, and Triout

Mick Wingert as Psyche

Walter Catlett as Honest John

Mel Blanc as Gidion

Charels Judel as Stromboli and The Coachman

Frankie Darro as Lampwick

and Narrated by Morgan Freeman as Mr.V

Author's Note

Well, looks like our heroes are off on another great adventure. Luckly, they are more ready for anything.

Whale Chase/Pinocchio Becomes A Real Boy

It wasn't long before the group was ready for their big escape from the jaws of Monstro, who woke up again, smelled the smoke that was coming from both his blowhole and his mouth and began to feel himself get ready for a sneeze.

"Well, it's about time!" Humphery said as Monstro began to open his mouth, made into a mix of a sail boat and a submarine with parts from the raft and several items our heroes brought, with our heroes inside getting themselves ready for the big escape.

"It won't work!" Geppetto said in fear.

"Everyone!" Sunset said. "Get in position!"

"We'll never get past those teeth!" Catnip cried out in terror.

"Yes, we will!" Hello Kitty said in confidence.

"If anyone needs me or Antonio, we'll be in this bottle." Jiminy Cricket said before hiding in the bottle.

"Hang on!" Pinocchio said. "Here we go!" Monstro the let out a big booming sneeze that propelled Humphery forward, causing everyone inside to be knocked on their feet, and the bottle Jiminy and Antonio were hiding in to rattle.

"That was a big sneeze." Antonio said, causing Jiminy to nod.

(Pause at 0:46)

"It won't be long before Monstro is set up for another sneeze." Twilight said. "Humphery, full steam ahead." Humphery nodded before blasting wind out of a pipe on his blowhole onto the sail and swimming with all of his might as Monstro started getting ready to sneeze again, pulling everyone backwards.

(Resume video)

"We are going back!" Grider said in worry.

"No, we'll make it!" Sam said. "Faster! Faster!"

"It's no use!" Geppetto said in terror. "We're done for!" Monstro sneezed again, shooting Humphery and our heroes out of his mouth successfully.

"We made it!" Pinocchio said in joy. Unfortunately this victory was short lived, for Monstro was able to shake off the smoke from his mouth, gaining the attention of Grinder, who was looking through a parascope made of a camera and a screen.

"Uh oh, now he is mad!" He said as Monstro, now angry that his food is getting away, started chasing them.

"I told you he'd be furious!" Geppetto said in worry.

"We just need to get to shore, and we'll be fine." Twilight said while looking trough the parascope. "Wait a minute! He's gone!"

"Where'd he go?!" Chip asked in confusion.

"Hang on!" Humphery said before making a hard turn as Monstro jumped out of the water. "Anyone have an idea where to go."

"There's a cliff not far from here, and a tunnel at the bottom of it is just big enough for you to go through, but too small for Monstro to go through." Twilight began. "If we get there, we should be okay."

"Okay, you guys better hang on!" Humphery replied. "I'm going to gain a burst of speed that should help." Humphery began to swim faster than a whale normally goes, with Monstro not far behind him. Both whales dove down every now and then resurfaced to keep their skin cool. Our heroes held on a best as they could so that they don't fall down into his stomach. Then with one last burst of speed, Humphery swam through the tunnel as Monstro made one last jump to get our heroes back into his stomach, only to slam into the cliff side. The resulting tidal wave pushed our heroes out of Humphery's mouth and onto the beach, unconcience. A few minutes later, everyone woke up to find themselves back on shore, and cheered that the plan had worked. The group then turned to Humphery, who as just close enough at the beach to not get stuck on it.

"Well, you're free from Monstro." Fluttershy said. "You can now return home."

"Thank you all for your help." Humphery said before getting an embarressed look in his face. "And sorry for tricking you." Everyone looked confused before he continued to speak, while his voice started to change into one they had heard before. "Pinocchio, you have proven to be selfless, brave and true of heart. And Trinity, you and your friends have shown courage, strength, love, agility, joyfulness, wisdom, and peacefulness in your hearts to protect those you care about." When he had finished this sentence, he had transformed into The Blue Fairy, much to the shock of the entire group. "this proves that you deserve to have your wishes come true." First, she turned to Geppetto's wooden son. "Pinocchio, close your eyes." The little wooden boy did as he was told, and then with a touch of her wand, there was a flash of light, causing everyone to cover his eyes with the light. When the light faded and everyone opened their eyes, they were amazed and overjoyed to see that Pinocchio had transformed into a real boy.

"Pinocchio, you're a real boy!" Geppetto said as he hugged his son as everyone else cheered, even Figaro was overjoyed and kissed Cleo on the lips. "A real, live boy! My wish has come true!" The Blue Fairy then turned to Trinity.

"And now for your wish." She said before using her wand to reveal the image of a stern-looking elderly gentleman with a sorcerer hat atop his head, a long gray beard reaching down underneath his chest and small eyes with tiny pupils as well as a long aqua-colored vestment that covers his entire body, save for his arms and feet.

"Who is that?" Trinity asked.

"This is the sorcerer, Yen Sid." The Blue Fairy answered. "You will need to seek him out. Only he has the wisdom to begin your path to regain your memories."

"Thank you." Trinity replied in joy. Just then, a portal opens up, showing Trinity's home. "I suppose that means that it's time to go."

"Wait,I have something for you." Pinocchio said before taking a golden heart out of his pocket. "I found this on Pleasure Island, and thought you'd like it."

"I love it!" Trinity said in joy before hugging Pinocchio. "Thank you."

"You're not leaving without me either." Jiminy said before jumping onto Sunset's shoulder. "Pinoke, Geppetto, Antonio and I talked it over and we agreed that I'll be joining you on your journey as your concience." The three of them nodded at this.

"Then welcome aboard, Jiminy Cricket." Sunset said in confidence.

"I wish you all the best of luck on your journey." Then, in a flash of dazzling light, she was gone, and both Jiminy and Antonio notice golden badges reading "OFFICIAL CONSCIENCE - 18 KT" on their clothing.

"Whoa, man!" Antonio said in awe. "We've got our badges."

"Well, I'll be!" Jiminy said in amazement. "My, my! Solid gold, too."

"So, what do you think of going to other worlds?" Antonio asked in a grin.

"Oh, I think it's swell!" Jiminy answered before shaking Antonio's hand. Then, he joins the rest of the group and sings a reprise of the song he sang when he and Antonio met the Rainbooms as they go through the portal, waving goodbye to the friends they've made in this world before the portal closed behind them.

Author's Note

I made this ending close to that of the Little Fox version of the story as shown in this video.

The Perfect Report/Seek The Sorcerer

Upon returning home, our heroes were greeted home by Spiritina.

"Welcome back everyone." She said. "Sheldon told me you went off on another adventure. How was it?"

"It was great!" Sunset said. "We even brought back a new friend."

"How do you do, Ma'am?" Jiminy said with a bow. "Cricket's the name, Jiminy Cricket."

"It's a pleasure to meet you, Mr. Cricket" Spiritina replied. "You are quite a gentleman."

"Thank you very much." Jiminy said before turning to the group. "So, has your trip given you ideas for your report?"

"Oh, yeah." Sunset said on confidence. "We have plenty of ideas. Alright everyone, let's get to work." They then got to work on their report. It took several hours, but finally it was ready for impress the teachers. Then, the big day arrived and our heroes were ready.

"This is our group report on the moral of Pinocchio's story." Sunset began

"At first, we weren't sure what the moral of the story was." Twilight added. "But then we realized it has multiple morals."

"First, it teaches you to be brave." Rainbow Dash replied.

"Which means that you'll need to stand up to bullies." Fluttershy added.

"Second, it teaches you to be truthful." Applejack commented. "Cause a lie can grow and grow until it's as plain as the nose on your face."

"Thirdly, it teaches you to be unselfish and help others in need." Rarity stated.

"A little bit of help can go a long way." Pinkie Pie added.

"If you do all this and let your conscience be your guide through all the temptations around the world, all your dreams will come true." Trinity concluded. This report resulted in an applause from the class and an A+ from the teacher. They then celebrated this accomplishment at the The Sweet Shoppe. Meanwhile, far across the stars in a mysterious tower, Master Yen Sid was getting a strange feeling, which attracted the attention of his apprentices.

"My young apprentices, I can not shake the feeling something has just begun to transpire." He said, making his apprentices get looks of confusion while the stars begin to twinkle and gleam in the night sky.