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When you wish upon a star

Makes no difference who you are

Anything your heart desires

Will come to you

If your heart is in your dream

No request is too extreme

When you wish upon a star

As dreamers do

Fate is kind

She brings to those who love

The sweet fulfillment of

Their secret longing

Like a bolt out of the blue

Fate steps in and sees you through

When you wish upon a star

Your dreams

Come true

Pretty, huh?

I'll bet a lot of you folks don't believe that,

about a wish coming true, do you?

Well, I didn't either.

Of course, I'm just a cricket singing my way from hearth to hearth,

but... let me tell you what made me change my mind.

One night a long time... ahem.

Pardon me. Wait'll I fix this thing.

There.

One night a long time ago...

my travels took me 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 of a wood-carver named... Geppetto.

So I hopped over...

and looked in.

It was a shame to see a nice cheerful fire like that going to waste.

So what do I do?

I go in!

I looked around.

Of course, being in a strange place like that,

I didn't know what to expect.

A cricket can't be too careful, you know.

Soon as I saw there was no one about, I made myself at home.

As I stood there warming my... myself, I took a look around.

Well, sir, you never saw such a place.

The most fantastic clocks you ever laid your eyes on,

and all carved out of wood.

And cute little music boxes, each one a work of art.

And shelf after shelf of toys and...

And then something else caught my eye.

A puppet!

You know, one of those marionette things, all strings and joints.

[Chuckle]

Cute little fellow.

Ding, ding. Going up?

Good piece of wood too.

[Man] Well, now,

- it won't take much longer. - Meow.

Just a little more paint and he's all finished.

I think he'll be all right.

- Don't you, Figaro? - Purr.

[Humming]

Ahh! Beg pardon.

See? [Chuckles]

That makes a big difference.

Ver-r-r-y good.

Very, very good.

Well, you can't please everybody.

Now I have just the name for you.

Pinocchio!

Do you like it, Figaro?

No? You do, don't you, Cleo?

Well, we'll leave it to little woodenhead.

You like it?

That settles it!

Pinocchio it is!

Come on, now, we'll try you out.

Music, Professor!

Hey! Ouch, ouch! Take it easy there!

Oh, break it up, will you?

Whew! Lotta down beats in there.

[Humming]

Little woodenhead go play your part

Bring a little joy to every heart

Little do you know and yet it's true

That I'm mighty proud of you

Little wooden feet and best of all

Little wooden seat in case you fall

Oh-ho! How graceful!

My little woodenhead

[Humming]

[Lmitating Trombone]

Cleo, meet Pinocchio.

Say, "How do you do?"

[Chuckles]

Say hello to Figaro.

Oops! Oh-ho-ho! Up to mischief already.

You see what happens?

[Slowing]

Boo! [Chuckling]

- Up we go! Ah, you're a cute little fellow. - Meow.

Purr, purr.

And that smile! You know, l...

- Meow! - You rascal! Jealous, huh?

You know, Pinocchio,

I think Figaro is jealous of you.

Don't worry, Figaro. I sti...

- [Clocks Chiming] - Uh-oh.

Quack, quack.

Quack, quack.

Buzz, buzz. Buzz, buzz.

- Cuckoo, cuckoo. - Cuckoo, cuckoo.

Gobble, gobble. Gobble, gobble.

Peep, peep.

Peep, peep.

Hiccup, hiccup, hiccup, hiccup.

Waa! Waa! Waa! Waa!

I wonder what time it is.

It's getting late.

Come now. We go to bed.

Good night, Pinocchio.

Little funny face.

Good night, Cleo, my little water baby.

Figaro?

You say good night too.

Go on!

Now go to sleep, my little mermaid.

Good night.

Oh hum.

This is my idea of comfort.

Solid comfort.

[Chuckle] Look at him, Figaro.

He almost looks alive!

Wouldn't it be nice if he was a real boy?

Oh, well.

Come on. We go to sleep.

Ah, Figaro.

I forgot to open the window.

Oh, Figaro! Look, look, the wishing star!

Star light, star bright, first star I see tonight.

I wish I may, I wish I might,

have the wish I make tonight.

Figaro, you know what I wished?

I wished that my little Pinocchio...

might be a real boy!

Wouldn't that be nice? Just think.

A real boy.

A very lovely thought,

but not at all practical.

A real...

boy.

[Snoring]

[Clocks Ticking]

[Snoring, Clocks Ticking]

Quiet!

After all, enough's enough.

Now what's up?

Hey, what's going on here?

As I live and breathe, a fairy!

Mm-mmm!

Good Geppetto,

you have given so much happiness to others.

You deserve to have your wish come true.

Little puppet made of pine,

wake.

The gift of life is thine.

Whew! What they can't do these days.

I can move! I can talk!

I can walk!

- Yes, Pinocchio, I've given you life. - Why?

Because tonight Geppetto wished for a real boy.

Am I a real boy?

No, Pinocchio. To make Geppetto's wish come true...

- will be entirely up to you. - Up to me?

Prove yourself brave,

truthful and unselfish,

- and someday you will be a real boy. - A real boy!

That won't be easy.

You must learn to choose between right and wrong.

Right... and wrong? But how will I know?

- How'll he know! - Your conscience will tell you.

- What are conscience? - What are conscience! I'll tell ya!

A conscience is that still, small voice people won't listen to.

That's just the trouble with the world today.

- Are you my conscience? - Who, me?

Would you like to be Pinocchio's conscience?

Well...

uh, I, l...

Uh-huh.

Very well! What is your name?

Oh, Cricket's the name. Jiminy Cricket.

- Kneel, Mr. Cricket. - Huh?

No tricks now.

I dub you Pinocchio's conscience.

Lord high keeper of the knowledge of right and wrong,

counselor in moments of temptation...

and guide along the straight and narrow path.

Arise, Sir Jiminy Cricket.

Well! Ho-ho-ho! My, my!

Mmm! Say, that's pretty swell.

Gee... thanks!

But... don't I get a badge or somethin'?

We'll see.

- You mean, maybe I will? - I shouldn't wonder.

- Make it a gold one? - Maybe.

Now remember, Pinocchio, be a good boy.

And always let your conscience be your guide.

Good-bye, milady.

Good-bye.

[Humming]

Not bad, says I.

Oh, yeah! Ho-ho-ho! Almost forgot about you.

Well, Pinoke, maybe you and I had better have a little heart-to-heart talk.

Why?

- Well, you want to be a real boy, don't you? - Uh-huh.

All right, sit down, son.

Now, you see,

- the world is full of temptations. - Temptations?

Yep! 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, [Chuckle]

May be right at the wrong time, or... visa versa.

Ahem. Understand?

Uh-uh.

But I'm gonna do right!

Attaboy, Pinoke, and I'm gonna help ya!

And anytime you need me, you know, just whistle...

like this. [Whistle]

Like this? [Blows Air]

No, no. Try it again, Pinoke.

- Like this? [Blows Air] - No, son.

Now listen! [Whistling]

- [Whistle] - That's it!

Come on, now. Let's sing it!

When you get in trouble and you don't know right from wrong

Give a little whistle [Whistle]

- Give a little whistle - [Whistle]

When you meet temptation and the urge is very strong

Give a little whistle Give a little whistle

Not just a little squeak Pucker up and blow

- And if your whistle's weak, yell - Jiminy Cricket?

Right! Take the straight and narrow path

And if you start to slide give a little whistle

Give a little whistle

And always let your conscience be your guide

[lmitating Trombone]

Ooh, ooh, ooh, ooh

[Saw Whistling]

Take the straight and narrow path

And if you start to slide

Give a little whistle Yoo-hoo.

Give a little whistle Woo-hoo!

And always let your conscience be your guide

And always let your conscience be your guide

Look out, Pinoke!

- Who is there? - It's me.

Ahhh! It's me.

Huh?

Shh, Figaro!

There's somebody in here.

- Meow! - Shh!

Careful now, Figaro.

He might spring out on us at any time.

He's in here somewhere.

- Here I am! - [Screeches]

Ohh!

Pinocchio!

How did you get down here?

- I fell down. - Oh, you did.

Ohh! You are talking.

- Uh-huh. - No, no, no, no!

- Yes! And I can move too! - No, no, you can't!

I'm dreaming in my sleep!

Oh, wake me up! Wake me up!

Now we see who's dreaming.

Go on... say something.

Gee, you're funny.

- Do it again! - You do talk!

Yes! The blue fairy came.

- The blue fairy? - Uh-huh, and I got a conscience.

- A conscience! - And someday...

I'm gonna be a real boy.

A real boy! It's my wish, it's come true!

Figaro, look!

Figaro, look!

He's alive, he can talk! Say hello to Figaro.

Hello to Figaro.

Oh, Cleo! I almost forgot.

Look, it's Pinocchio!

She's my little water baby. Isn't she cute?

[Pinocchio] Yeah, cute!

[Geppetto Laughing]

This calls for a celebration!

Music!

You start one, Pinocchio.

Tra-la-la-la-la-la La-la-la-la

Tra-la-la-la-la-la La-la-la-la

Oh, boy. A party!

Mind if I cut in?

How 'bout sitting out the next one, babe, huh?

Whoops! Hey! Whoa!

Lemme out! Lemme out!

[Humming]

Come, Cleo, join the party! Dance!

[Humming]

Ooo, nice!

Tra-la-la-la La-la-la-la

Tra-la-la Gathering toys

Tra-la-la For my little boy

Tra-la-la, la-la-la

Look... pretty!

Oh! Help!

- Ohh, where's the bucket? Help! Water! - [Screeches]

Here it is! I got it!

Here's water. Here's some water.

Help! Where's water?

That was close. Maybe we'd better go to bed...

before something else happens.

Little man, you've had a busy night.

Now, close your eyes and go to sleep.

Why?

Oh, everybody has to sleep.

Figaro goes to sleep, and Cleo.

And besides, tomorrow you've got to go to school.

Why?

Oh, to learn things...

and get smart.

[Pinocchio] Why?

Ahh... because.

[Pinocchio] Oh.

[Laughter]

Oh, look, Father. Look!

- Wait! Stand still now. - What are those?

Huh? Oh, those!

They are your schoolmates, girls and boys. Now get in.

They are your schoolmates, girls and boys. Now get in.

- Real boys? - Yes!

But hurry now. Oh, wait, wait!

Here's an apple for the teacher.

Now turn around and let me look you over.

[Chuckling]

Huh? Oh, yeah, yeah. Here.

Run along now.

Ho-ho-ho, wait, wait.

Come back here, Figaro.

School is not for you.

Good-bye, Father!

Good-bye, son. Hurry back.

Tra-la-la-la La-la-la

[Laughing]

Ah, Gideon, listen. The merry laughter...

of little innocent children wending their way to school.

Thirsty little minds rushing to the fountain of knowledge.

School, a noble institution.

What would this stupid world be without...

Well, well, well! Stromboli!

So that old rascal's back in town, eh?

Remember, Giddy, the time I tied strings on you...

and passed you off as a puppet?

We nearly put one over on that old gypsy that time!

[Laughing]

A little wooden boy. Now, who...

A wooden boy!

Look, Giddy, look.

It's amazing.

A live puppet without strings.

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

Now let me see.

That's it! Stromboli!

Why, that old faker would give his... Listen.

If we play our cards right,

we'll be on easy street or my name isn't Honest John.

Quick! We'll head him off.

Shh! Now's our...

No, no, stupid.

- Don't be crude. - [Hiccups]

Let me handle this. Here he comes.

Ah, yes, Giddy, as I was saying to the duchess only yesterday...

Oh! Oh, how clumsy of me!

My, my, my, my.

[Honest John] Oh, I'm terribly sorry.

- I do hope you're not injured. - I'm all right.

Ah, splendid!

Well, well. Quite a scholar, I see.

Look, Giddy, a man of letters.

- Here's your book. - I'm going to school.

School! Ah, yes.

Then you haven't heard of the easy road to success.

- Uh-uh. - No?

I'm speaking, my boy, of the theater! Here's your apple.

Bright lights, music, applause!

- Fame! - Fame?

Yes! And with that personality, that profile, that physique...

Why he's a natural born actor, eh, Giddy?

- But I'm going... - Straight to the top.

I can see your name in lights, lights six feet high.

- What is your name? - Pinocchio.

Pinocchio! P-l-N-U-O... Uh...

We're wasting precious time.

Come. On to the theater!

Hi diddle dee dee An actor's life for me

A high silk hat and a silver cane

A watch of gold with a diamond chain

Hi diddle de day An actor's life is gay

It's great to be a celebrity

An actor's life for me

Ta dum diddle dee dum Ti dee um dee dum

Ta dum diddle dee dum Ta dum ta dum

Hi diddle de di Ta dee de dum ta dee

Ta dum diddle dee dum Ta dum ta dum

Hi diddle de dum An actor's life is fun

Whew! Fine conscience I turned out to be!

Late the first day.

Oh, well, he can't get in much trouble between here and school.

- Ta dum diddle dee dum Ta dum ta dum - Oh, boy, a parade!

An actor's life for me

- Hi diddle de dee An actor's life for me - Huh?

A waxed moustache and a beaver coat A pony cart and a billy goat

Why, it's... it's Pinoke! Hey, where you going?

- Wait! - You ride around in a coach and four

- You stop and buy out a candy store - Halt!

- An actor's life for me - Hold on there! Pinoke!

Hi diddle dee dee An actor's life for me

- With clothes that come from the finest shop - Hey!

- [Whistle] - What was that?

- Oh, it's Jiminy! Whatcha doin' up there? - Huh? Who? Wh-What?

[Honest John] Jiminy? Up where?

Shh.

- You must be seeing things. - Oh, no, that's my conscience.

Now, now, now. Just calm down.

Why, there's nothing up there to be afraid of.

[Groaning]

[Muffled Mumbling]

Psst! [Whistle] Pinoke!

Psst. Pinoke?

Over here.

Over here.

Oh, Jiminy, I'm gonna be an actor!

All right, son. Take it easy now.

- Remember what I said about temptation? - Uh-huh.

- Well, that's him. - Oh, no, Jiminy.

- That's Mr. Honest John! - Honest John?

[Mumbling]

Get me outta here!

Ohh!

All right then, here's what we'll tell 'em.

You can't go to the theater. Say "Thank you just the same."

- You're sorry, but you've got to go to school. - Mm-hmm.

[Honest John] Pinocchio?

Oh, Pinocchio! Woo-hoo.

Here they come. Now you tell 'em.

Woo-hoo!

Oh, little boy! There you are!

Where were we? Ah, yes... on to the theater!

[Pinocchio] Good-bye, Jiminy, good-bye!

- Hi diddle dee dee An actor's life for me - Huh? Good-bye?

- Pinoke, you can't go! - A high silk hat and a silver cane

- There he goes. - A watch of gold with a diamond chain

What'll I do? I'll run and tell his father.

No, that'd be snitching. I'll go after him myself.

Ladies and gentlemen,

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!

- [Crowd Murmuring] - Well, looks like a sellout.

Introducing the only marionette-a...

who can a-sing and a-dance...

absolutely without the aids of a-strings.

I hope-a so.

The one... and only... Pinocchio!

- [Applause] - Hmph! What a buildup.

I got no strings to hold me do...

[Laughter]

Go ahead... make a fool of yourself!

Then maybe you'll listen to your conscience.

[High-pitched Squealing]

[Muttering In Italian]

[Laughter]

Cute kid. [Italian Continues]

I got no strings to hold me down

To make me fret or make me frown

I had strings but now I'm free

There are no strings on me

Heigh ho the merry-o

That's the only way to be

I want the world to know

Nothing ever worries me I got no strings...

What I told you, huh?

They got strings but you can see

There are no strings on me

[Laughter, Applause]

You have no strings Your arms is free

To love me by the Zuider Zee

Ya-ya-ya if you would woo

I'd bust my strings for you

You've got no strings Comme ci, comme ca

Your savoir faire is ooo-la-la

I've got strings but entre nous

I'd cut my strings for you

Down where the Volga flows there's a Russian rendezvous

Where me and lvan go but I'd rather go with you

Hey!

Hey! Hey!

Hey!

Hey!

Hey!

Hey!

- Hey! - Hey!

- There are no strings on me - [Laughter]

[Cheering]

Huh? They like him. He's a success.

Gosh! Maybe I was wrong.

Well... guess he won't need me anymore.

What does an actor want with a conscience anyway?

[Geppetto] What could have happened to him?

Where could he be at this hour?

I'd better go out again and look for him.

And remember, nobody eats a bite...

until I find him.

[Door Closes]

[Cleo Gurgles]

[Stromboli] I got-a no strings but I got-a the brain

I buy a new suit and I swing-a the cane

I eat-a the best and I drink-a champagne

I got-a no strings on me

- Bravo, Pinocchio! - They liked me!

Mmm! 200!

- You are sensational! - You mean, I'm good?

Ahhh! 300!

You are colossal!

Does that mean I'm an actor?

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

Your face, she will be on everybody's tongue.

Will she?

Ye... Huh?

What's this?

[Grumbling]

[Muttering In Italian]

Ahhh!

For you, my little Pinocchio.

For me? Gee, thanks!

I'll run right home and tell my father.

[Coughing]

Home?

Oh, sure. Going home to your father.

Oh, that is very "comeecal."

You mean, it's funny?

Oh, sure! Yes.

- I'll be back in the morning. - Be back in the morning!

[Mumbling] Going home?

There, this will be your home...

- where I can find you always! - No, no, no!

Yes, yes, yes!

To me... you are belonging.

We will tour the world. Paris. London.

Monte Carlo. "Constantinopolee."

No, no!

Yes! We start tonight!

Mmmm!

You will make lots of money... for me!

And when you are growing too old,

you will make good firewood!

[Wicked Laugh]

Let me outta here. I gotta get out! You can't keep me!

Quiet! Shut up!

Before I knock-a you silly!

Good night,

my little wooden gold mine.

[Wicked Laugh]

No! No, wait!

Lemme out! I'll tell my father!

[Stromboli] Giddy up!

Get along there.

Jiminy!

Oh, Jiminy! [Whistle]

Jiminy, where are you? [Whistle]

- Jiminy Cricket! - [Thunder]

Well, there he goes.

Sitting in the lap of luxury, the world at his feet.

Oh, well, I can always say "I knew him when."

I'll just go out of his life quietly.

I would like to wish him luck though.

Sure! Why not?

Pinocchio?

Pinocchio!

It's me, your old friend, Jiminy. Remember?

Jiminy! Gee, I'm glad to see ya!

Pinocchio, what's happened!

What did he do to ya?

He was mad. He said he was gonna push my face in everybody's eye.

- Yeah? - And just 'cause I'm a goldbrick,

he's gonna chop me into firewood!

Oh, is that so? Now, don't you worry, son.

I'll have you outta here in no time at all.

Why, this is just as easy...

as rollin' off a... umph!

[Clanking]

Kinda rusty.

[Clanking]

Needs a little oil.

[Echo] Needs a little oil, needs a little oil.

That's what I said.

Woo-hoo-hoo!

Must be one of the old models.

You mean, you can't open it?

Yeah.

Looks pretty hopeless.

- It'll take a miracle to get us outta here. - Gee.

Pinocchio?

[Thunderclap]

Pinocchio!

Giddy up! [Mumbling]

- Pinocch... - [Thunderclap]

A fine conscience I turned out to be.

I shoulda listened to you, Jiminy.

No, it was my fault. I shouldn't have walked out on you.

Guess I'll never see my father again.

Oh, buck up, son. It could be worse.

Be cheerful... like me!

Aw, take it easy, son.

Come on, blow.

Attaboy.

Oh, well,

it stopped raining anyway.

Hey, that star again!

The lady! The fairy!

What'll she say? What'll I tell her?

You might tell her the truth.

Why, Pinocchio!

Uh... hello!

- Sir Jiminy! - Well!

This is a pleasant surprise! Ha-ha.

Pinocchio, why didn't you go to school?

School? Well, l...

Go ahead, tell her.

I was going to school 'til I met somebody.

- Met somebody? - Yeah, two big monsters!

With big green eyes.

Why, l...

Monsters? Weren't you afraid?

No, ma'am. But they tied me in a big sack.

You don't say!

- And where was Sir Jiminy? - Huh? Oh, Jiminy?

Psst. Leave me outta this.

They put him in a little sack.

- No! - Yeah!

- How did you escape? - I didn't.

They chopped me into firewood!

Oh, look, my nose! What's happened?

Perhaps you haven't been telling the truth, Pinocchio.

- Perhaps? - Oh, but I have! Every single word!

Oh, please help me. I'm awful sorry.

You see, Pinocchio, a lie keeps growing and growing...

until it's as plain as the nose on your face.

She's right, Pinoke, you better come clean.

I'll never lie again, honest, I won't.

Please, your honor, uh, I mean... Miss Fairy.

Give him another chance for my sake.

Will ya? Huh?

I'll forgive you this once.

But remember, a boy who won't be good...

might just as well be made of wood.

[Together] We'll be good, won't we?

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

Gee, look, Jiminy! My nose!

Hey, we're free. Come on, Pinoke.

[Stromboli] I buy-a new suit and I swing-a the cane

I eat-a the fish and I drink-a champagne

I got-a no strings on me

Toodle-ooo, Stromboli.

- Good-bye, Mr. Stromboli. - Shh! Quiet!

Let's get outta here before something else happens.

[Honest John] Hi diddle dee dee An actor's life for me

A high silk hat and a silver cane

A watch of gold with a diamond chain

Hi diddle dee day An actor's life is gay

It's great to be a celebrity

An actor's life for me

And the dummy fell for it. Ha-ha!

Hook, line and sinker! [Laughing Continues]

[Hiccups]

[Honest John] And he still thinks we're his friends!

And did Stromboli pay!

Plenty!

[Wicked Laugh]

That shows you how low Honest John will stoop.

Eh, Giddy?

[Hiccups]

Now, Coachman,

what's your proposition?

Well,

how would you blokes like to make some real money?

Well... and who do we have to, eh...

No, no!

Nothing like that.

You see...

I'm collecting stupid little boys.

Stupid little boys?

You know, the disobedient ones what play hooky from school.

Ohh!

And you see... [Whispering]

Yes.

Oh!

...and I takes 'em to Pleasure Island!

Ah, Pleasure Island.

Pleasure Island? But the law, suppose they...

No, no. There is no risk!

They never come back... as boys!

[Wicked Laugh]

Now... I've got a coach load leaving at midnight.

We'll meet at the crossroads and no double-crossing!

- No, sir. - Scout around.

- Any good prospects you find, bring 'em to me. - Yes, chief.

- I'll pay you well. I got plenty of gold. - Yes, yes.

No, sir, nothing can stop me now. I'll make good this time.

- You'd better! - I will. I'm going to school.

That's the stuff, Pinoke.

I'd rather be smart than be an actor.

Now you're talkin'! Come on, slowpoke. I'll race ya home.

[Honest John] Well, well, Pinocchio, what's your rush?

I gotta beat Jiminy home. Oh, hello.

- Well, how is the great actor? - I don't want to be an actor.

- Stromboli was terrible! - He was?

Yeah, he locked me in a bird cage.

- He did? - Uh-huh, but I learned my lesson.

- I'm going... - Oh, you poor, poor boy. You must be a nervous wreck.

That's it! You are a nervous wreck.

Ahem. We must diagnose this case at once.

Quick, Doctor, your notebook.

Bless my soul.

Mmmmm! Mm-hmm!

My, my. Just as I thought.

A slight touch of monetary complications...

with bucolic semi-lunar contraptions of the flying trapezes.

Mm-hmm! Say hippopotamus.

- Hi-ho-hotamus. - I knew it!

Compound transmission of the pandemonium...

with percussion and spasmodic frantic disintegration!

- Close your eyes. What do you see? - Nothing.

- Open them. Now what do you see? - Spots!

Ha-ha! Now that heart.

- [Beating] - Ooo!

My goodness! A palpitating syncopation of the killer diller...

with a wicky wacky stomping of the floy joy!

Quick, Doctor, that report.

Oh! This makes it perfectly clear.

My boy,

you are allergic.

- Allergic? - Yes! And there is only one cure.

- A vacation... on Pleasure Island! - Pleasure Island?

Yes! That happy land of carefree boys...

where every day is a holiday!

- But I can't go. L... - Why, of course you can go.

I'm giving you my ticket.

- Here. - Thanks! But I'm...

Oh, tut-tut-tut, I insist. Your health comes first.

Come, the coach departs at midnight!

Hi diddle dee dee It's Pleasure Isle for me

Where every day is a holiday and kids have nothing to do but play

Pinoke? Oh, Pinoke?

Now where do you suppose he... Huh?

Pinocchio! Hey, come back.

Giddy up.

[Coughing]

Well, [Coughing]

Here we go again.

My name's Lampwick. What's yours?

Pinocchio.

Ever been to Pleasure Island?

Uh-uh. But Mr. Honest John gave me...

Me neither, but they say it's a swell joint. No school, no cops.

You can tear the joint apart and nobody says a word.

Honest John gave me...

Loaf around, plenty to eat, plenty to drink.

- And it's all free! - Honest John...

Boy, that's the place. I can hardly wait!

[Boat Whistle Toots]

[Cheering]

[Carnival]

[Barker] Right here, boys! 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. Hurry, hurry, hurry.

The rough house, the rough house.

It's the roughest, toughest joint ya ever seen.

- Come in and pick a fight, boys. - Oh, boy, a scrap!

- Come on. Let's go in and poke somebody in the nose. - Why?

- Just for the fun of it. - Okay, Lampy.

[Barker] Tobacco Road. Get your cigars, cigarettes and chewin' tobacco.

Smoke your heads off. There's nobody here to stop you.

Pinocchio? [Coughing]

Pinocchio! There's something... phony about all this.

I gotta get him outta here!

[Barker] Hurry, hurry, hurry. See the model home.

It's open for destruction and it's all yours, boys! She's all yours.

What'd I tell ya? Ain't this a swell joint?

Yeah! Being bad's a lot of fun, ain't it?

Yeah, uh-huh. Get a load of that stained-glass window.

All right, now. Hop to it, you blokes.

- [Whip Cracking] - Come on! Come on!

Shut the doors and lock 'em tight.

Now get below and get them crates ready.

Give a bad boy enough rope and he'll soon make a jackass of himself.

[Wicked Laugh]

[Jiminy] Pinocchio!

Pinocchio?

[Whistle]

Where is everybody?

The place is like a graveyard.

I don't like the looks of this.

Pinocchio!

Hey, where are you?

[Whistling]

Where do you suppose all the kids went to, Lampwick?

They're around here somewheres.

What do you care?

- You're havin' a good time, ain't ya? - Uh-huh, I sure am.

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

Yeah!

It sure is!

Ah, you smoke like me grandmother!

Come on, take a big drag like this.

Okay, Lampy.

Heh, some fun, huh, kid?

Okay, Slats, your shot.

[Lampwick] What's the matter, Slats? Losing your grip?

[Jiminy] Pinocchio!

So this is where I find you!

How do you ever expect to be a real boy?

Look at yourself... smoking, playing pool!

Owww! You're comin' right home with me this minute!

Hey... who's the beetle?

Let go! Put me down!

[Muffled] Let me out.

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

What? You mean, you take orders from a grasshopper?

Grasshopper? 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, sure. Screwball in the corner pocket.

Woo-hoo-hoo!

Why, why... ya young hoodlum!

I'll knock your block off!

- [Laughing] - I'll take you apart and put you back together!

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

Why, I'll... Your best friend?

And what am I? Just your conscience!

Okay, that settles it!

- But, Jiminy? - You buttered your bread, now sleep in it!

[Yells]

Ha-ha-ha! Go on, laugh.

Make a jackass outta yourself. I'm through!

- This is the end. - But, Jiminy?

- Lampwick says a guy only lives once. - Lampwick... hmph!

Come on, come on. Let him go.

Lampwick... hmph! Lampwick!

It burns me up. After all I tried to do for him.

Who's his conscience, anyway? Me or that hoodlum, Lampwick?

I've had enough of this. I'm taking the next boat out of here.

Open up that door! I wanna go home.

Hee-haw! Hee-haw!

[Coachman] Come on, you blokes, keep 'em moving!

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

[Braying Continues]

Where'd all the donkeys come from?

Come on, come on. Let's have another.

- And what's your name? - Hee-haw!

Okay, you'll do! In you go!

[Coachman] You boys'll bring a nice price.

[Wicked laugh] All right, next!

And what might your name be?

- Alexander. - Hmm.

So you can talk!

Yes, sir. I wanna go home to my mama!

Take him back! He can still talk!

Please, please! I don't wanna be a donkey.

- Let me outta here! - Quiet!

You boys have had your fun. Now pay for it!

Boys? So that's what... Pinocchio!

Huh! To hear that beetle talk...

you'd think somethin' was gonna happen to us.

Conscience! Aw, phooey!

Where's he get that stuff?

How do you ever expect to be a real boy? What's he think I look like?

- A jackass? - You sure do!

Hee-haw, hee-haw!

Hey, you laugh like a donkey.

Hee-haw! Did that come outta me?

Oh!

Huh?

What the... What's going on?

Aaah! I've been double-crossed!

Help! Help! Somebody, help!

I've been framed! Help!

Please, you gotta help me. Be a pal.

Call that beetle. Call anybody.

Mama?

Mama!

Hee-haw, hee-haw, hee-haw, hee-haw!

Oh! What's happened?

I hope I'm not too late.

What'll I do?

Pinocchio!

Jiminy! Oh, Jiminy, help!

Pinoke, the kids, the boys, they're all donkeys!

Oh! You too.

Come on, quick! Before you get any worse.

This way, Pinoke. It's the only way out.

Hurry up... before they see us.

You gotta jump!

Jiminy? Jiminy?

You all right?

Sure! [Cough]

I thought we'd never make it.

Certainly feels good to be back on dry land.

Come on, let's get home.

- Father, I'm home! - We're home, Mr. Geppetto.

- It's me, Pinocchio! I'm home to stay. - [Bell Ringing]

Here he is, Mr. Geppetto. Home at last.

Hey, maybe he's asleep.

Father?

Father, it's me.

Pinoke, come here.

Look.

He ain't here.

He... He's gone.

Yeah, and Figaro.

And Cleo too.

Maybe something awful happened to him.

Don't worry, son, he probably hasn't gone far.

Hey! It's a message.

- What's it say? - It's about your father.

- Where is he? - Why, uh, uh. It says here...

he went looking for you and was swallowed by a whale.

- Swallowed by a whale? - Yeah, uh-huh.

A whale? A whale named Monstro.

- But wait, he's alive. - Alive? Where?

Inside the whale at the bottom of the sea.

- Bottom of the sea? - Uh-huh.

- Hey, where you going? - I'm going to find him.

Pinoke, are you crazy?

- Don't you realize he's in a whale? - I've gotta go to him.

Hey, Pinoke, wait! Listen here, son...

This Monstro, I've heard of him.

He's a whale of a whale! He swallows whole ships alive!

Tie it good and tight now. And besides, it's dangerous.

- Bye, Jiminy. - Good-bye?

I may be live bait down there, but I'm with ya.

Come on... let's go.

[Jiminy] Look out below!

[Gurgling Voice] Gangway, down there.

Gee! What a big place.

Come on, Jiminy.

All right. Soon as I take on some ballast.

One side, sister.

Well... so long.

Hmm. Put it in the wrong end.

Hmm! No more privacy than a goldfish.

Ooo! Chilly.

Father?

Father?

Hey, Pinoke, wait for me!

Father?

Father!

Huh! He ain't my father.

Uh, Mr. Geppetto!

Hey! What the...

Hey, let go! Run along, you little... squirt.

What's the matter? Can't a fellow... I was only...

We were only looking for... Monstro.

That got 'em.

Father?

Father?

Oh! Hello.

Oh!

Can you tell me where we can find Monstro, the whale?

Gee! They're scared.

Uh, pardon me, pearl,

are you acquainted with Monstro, the whale?

Whoa, hold it there.

Hmph!

Father?

One side there, son.

Come on, boys, break it up. Break it up now.

[Whinnying]

[Jiminy] Hey! What the...

Whoa, quit shovin'. Don't crowd.

Take it easy there.

- Whoa there. - [Whinnies]

Steady there, Nellie. Go ahead, Pinoke, ask them.

Could any of you tell me where to find Monstro?

Whoa! Whoa, boy.

Uh, sakes alive.

Father?

- Father? - Mr. Geppetto?

Not a bite for days.

[Geppetto] We can't hold out much longer.

Ah... Ah... Ah-choo!

Ah-choo!

I never thought...

it would end this way, Figaro.

Starving to death...

in the belly of a whale.

My poor little Pinocchio.

He was such a good boy.

It's hopeless, Figaro.

There isn't a fish left.

If the monster doesn't wake up soon,

I'm afraid we... we are done for.

Here they come!

Tuna! Oh, tuna fish!

Food! We'll eat! Here's a big one.

Keep them in there, Figaro.

Wait! Wait a minute! Have you seen...

Monstro!

Ohh! We gotta get outta here.

Woo-hoo-hoo! Come on, Pinoke. Don't wait for me!

Never saw so many!

Whoops! Ha-ha-ha-ha! Here's another one.

Enough for weeks!

Here's a big one.

Keep them in there, Figaro!

Hey, blubber mouth, open up. I gotta get in there.

Looks like the last of them.

Here's a big one. Only a few left.

We gotta work fast.

- Hey! - Here's another one.

Hey, Father!

- Father! - Don't bother me now, Pinocchio.

P... Pinocchio?

- Father! - Pinocchio, my son!

- Hey, Father, here I am. - Huh? Oh, oh, yes!

Pinocchio, my boy! I'm so happy to see you.

Me too, Father.

- Whoops. - Figaro! Ah, Figaro.

Cleo! Oh, Cleo!

- You're here too. - Yes!

- We're all together again. - Ah-choo.

- Oh, you are soaking wet. - Yes, Father.

- You mustn't catch cold. - But I came to save you.

You know, you shouldn't have come down here.

- But, Father. - But I'm awfully glad to see you.

Let me take your hat off. Oh!

Pinocchio!

Wha... What's the matter?

Those ears!

Huh? Ears? Oh, these!

[Chuckle] Oh, that's nothing. I got a tail too!

Hee-haw!

Pinocchio!

What's happened to you?

Well, l...

- I, l... - Oh, never mind now.

Old Geppetto has his little woodenhead.

Nothing else matters!

[Jiminy] I gotta get in! My pal's in there.

Come on, ya big moose! Open up, I tell ya!

- Hey! Cut it out. - [Squawking]

Hey, beat it, you buzzards!

Get out? Oh, no, no, son.

I have tried every way. Why, I even built a raft.

A raft? That's it!

We'll take the raft and when the whale opens his mouth...

No, no, no, no. Now, listen, son.

He only opens his mouth when he's eating.

Then everything comes in, nothing goes out.

- Oh. - It's hopeless, Pinocchio.

Come, we make a nice fire and we cook some of the fish.

A fire! That's it!

- Yes! And then we'll all eat again. - A great big fire!

- Lots of smoke. - Smoke? Oh, yes, sure.

- Smoked fish will taste good. - Quick, some wood.

Pinocchio, not the chair.

- Hurry, Father, more wood! - What'll we sit on?

We won't need it. We're getting out!

Getting out? But how?

- We'll make him sneeze! - Make him sneeze? Oh!

That will make him mad!

Sniff, sniff, sniff.

Sniff, sniff, sniff.

Ah...

Ah... Ah...

Well, it's about time!

Ah... Ah... Ah...

- It won't work. - Hurry, Father.

Climb aboard.

- We'll never get by those teeth! - Yes, we will!

Hey, which way you going? Wait for me!

Hang on. Here we go!

Ah-choo!

Gesundheit.

Ah... Ah... Ah...

- We're going back! - No, we'll make it. Faster, faster.

Ah... Ah... Ah...

[Geppetto] It's no use. We're done for!

Ah-choo!

We made it!

[Roaring]

Look! Now he is mad!

I told you he'd be furious!

- He's gone. - Where'd he go?

Look out!

Hang on!

[Roars]

He's coming back. Hurry!

He's trying to kill us! Paddle, son!

Let's go back!

Look out!

Jump!

Father? Father?

Oh, Father!

Pinocchio, swim for shore. Swim for shore.

Hang on, Father.

Save... yourself.

[Gasping]

Pinocchio... save yourself.

Don't mind me, son.

Save yourself... Pinocchio.

Pinocchio?

Oh, Pinocchio!

Pinocchi...

[Crying]

[Crying]

[Whispering] My boy!

My brave little boy.

[Blue Fairy] Prove yourself brave, truthful and unselfish...

and someday you will be a real boy.

Awake, Pinocchio.

Awake.

Father, whatcha cryin' for?

Because... you're dead, Pinocchio.

No! No, I'm not!

Yes, yes you are. Now lie down.

But, Father, I'm alive. See?

And I'm...

I'm... I'm real! I'm a real boy!

You're alive...

and... and you are a real boy!

Yea! Whoopie!

A real live boy. Ha-ha.

This calls for a celebration!

Professor, lots of music!

Well! This is practically where I came in.

Thank you, milady.

He deserved to be a real boy.

It sure was nice of you to...

Huh? Wha... Wh...

Well, I'll be!

[Chuckling] My, my!

Solid gold too.

Oh, I think it's swell!

[Jiminy] When your heart is in your dream

No request

Is too extreme

[Chorus] When you wish

Upon a star

Your dreams come true

You'll find your dreams come true

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