Jiminy Cricket hummed while looking at his clothes "Not bad, says I-Oh yeah! Ho-ho-ho! Almost forgot about you. Well, Pinoke, lucky, Lyra, maybe you and I... had better have a little heart-to-heart talk."
Pinocchio asked "Why?
Jiminy Cricket asked "Well, you want to be a real boy, don't you?" They nodded "Uh-huh."
Jiminy Cricket said "All right. Sit down, son" they all sat down. "Now you see the world is full of temptations." Lucky asked "Temptations?"
Jiminy Cricket replied "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" he chuckled "may be right at the wrong time or... visa versa. Ahem. Understand?" They nodded but shook their head as Jiminy face palmed. Lyra said "Uh-uh. But I'm gonna do right!"
Jiminy Cricket said "Atta boy, you theee, and I'm gonna help ya! And anytime you need me, you know, just whistle like this" he whistled.
Pinocchio asked "Like this?" He tries, but no sound comes out)
Jiminy Cricket said "No, no, try it again, Pinoke."
Pinocchio asked "Like this?" He tries again, but still no sound comes out.
Jiminy Cricket said "No, son. Now listen" he whistles three times. The three tries again, and finally succeeds on the third attempt "That's it! Come on, now! Let's sing it!" Give a Little Whistle played
Jiminy Cricket sang while dancing as Pinocchio followed When you get in trouble and you don't know right from wrong give a little whistle! give a little 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
Pinocchio said "Jiminy Cricket!"
Jiminy Cricket sang "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. Take the straight and narrow path and if you start to slide give a little whistle! Yoo-hoo! give a little whistle! Woo-hoo! I will always let your conscience be your guide." Lyra said "And always let your conscience be your guide!" The three lost their balance and falls clatteringly to the floor with things on them. The noise wakes Geppetto and Figaro with Cleo, Jiminy hid in a book.
Geppetto asked "Who is there?"
Pinocchio replied "It's me." Geppetto said "Ahh! It's me. Huh? Shhh, Figaro! There's somebody in here." Geppetto lit his candle and grabbed the gun.  Figaro meowed.
Geppetto nervously walking around with his candle and gun "Shh! Careful now, Figaro. He might spring out on us at anytime." Jiminy laughed "He's in here, somewhere."
Pinocchio said "Here I am." Pinocchio poked Figaro making him jump.
Geppetto notices his puppets and accidentally fires his gun into the air "Ohh! Pinocchio! How did you get down here?"
Pinocchio said "I fell down.
Geppetto said "Oh you did. Ohh! You are talking!"
Lucky said "Uh-huh!"
Geppetto said "No, no, no, no!"
Lyra said "Yes and I can move too!"
Geppetto said "No, no you can't. I'm dreaming in my sleep! Oh, wake me up! Wake me up!" He poured after on himself "Now we see who's dreaming. Go on... say something."
Pinocchio said "Gee. You're funny. Do it again!"
Geppetto said "You do talk!"
Pinocchio said "Yes! The Blue Fairy came."
Geppetto asked "The Blue Fairy?"
Lyra said "Uh-huh, and we got a conscience." Jiminy pointed at himself.
Geppetto asked "A conscience?"
Pinocchio said "And someday... we're gonna be real!
Geppetto said "A real boy! It's my wish, it's come true! Figaro, look! He's alive, he can talk! Say hello to Figaro."
Pinocchio said "Hello to Figaro." He petted Figaro then he pulled them up to Cleo.
Geppetto said "Oh Cleo! I almost forgot. Look, it's Pinocchio! She's my little water baby. Isn't she cute?"
Pinocchio said "Yeah, cute! Cleo jumps and kiss him and Figaro too.
Geppetto said "Ha-ha! This calls for a celebration! Music! You start one, lucky." Lucky pressed a button which music started playing. "Tra, la la la la la, tra, la la la la la."
Jiminy Cricket laughed "Oh boy, a party!" He said to to a clock's doll "Mind if I cut in? How 'bout sittin' out the next one, babe, huh?" The movements of the dolls are too much for Jiminy "Whoa! Let me out! Let me out!"
Geppetto hummed and dancing "Come, Cleo, join the party! Dance!" He swirls Cleo's water around
Pinocchio said seeing a candle "Ooo nice!"
Geppetto starts collecting toys "Tra la la la la, gathering toys., tra la la la for my little boy, tra la la la la" His arms are full with toys. Pinocchio thinks the light is pretty and one of his fingers catches fire "Look! Pretty!"
Geppetto drops the toys in a panic "Oh! Help!" He tries to blow out the fire, but it doesn't work "Ohh, where's the bucket? Help! Water! Where's water?" He accidentally steps on Figaro's tail.
Jiminy Cricket said "Here it is! I got it! Here's water. Here's some water." He trips and dumps his hatful of water on him.
Geppetto screamed "Help! Where's water?" He plunges the burning finger into Cleo's bowl "That was close. Maybe we better go to bed before something else happens." Cleo coughs from the smoky water.
Jiminy Cricket yawned then kicked off his shoes "Little man, you've had a busy night" he yawns and sleeps in a matchbox.
Geppetto said "Now, close your eyes and go to sleep."
Lucky asked "Why?"
Geppetto said "Oh, everybody has to sleep. Figaro goes to sleep and Cleo and besides tomorrow you've got to go to school."
Pinocchio asked "Why?"
Geppetto said "Oh, to learn things and get smart."
Lyra asked "Why?"
Geppetto replied "Ahh... because..."

Next morning. The school bells ring out over the village. All the boys are going to school and so is the three.
Pinocchio cheered "Oh look father, look!" he's impatient.
Geppetto said "Wait! Stand still now."
Pinocchio asked "What are those?"
Geppetto said "Huh? Oh those! They are your schoolmates, girls and boys, now..."
Lucky asked "Real boys?"
Geppetto replied "Yes? But hurry now. Oh wait, wait! Here's an apple for the teacher. Now turn around and let me look you over. Heh, heh" the three's bodies spun around Figaro appears tugging at the strap which held Pinocchio's school books." "Huh? Oh yeah, yeah. Here. Run along now" Figaro follows Pinocchio "Ho-ho-ho wait, wait. Come back here, Figaro. School is not for you."
Pinocchio waved "Goodbye father!"
Geppetto waved "Goodbye son! Hurry back! Tra la la la."
As dozens of kids rush for school, a fox, Honest John, and his cat sidekick, Gideon, shuffle down the street.
Honest John said "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..." he sees a poster of Stromboli with his puppets "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." They see the three pass by. "A little wooden boy and foxes. Now, who-" then reality hits him. "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 fat, 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." Gideon carried a flower pot but was cut off. "Shh! Now's our--" John saw the mallet "No, no, stupid. Don't be crude." He hits Gideon on the head with a mallet "Let me handle this. Here he comes. Yes, Giddy, as I was saying to the duchess only yesterday..." he tripped the three "Oh! Oh, how clumsy of me! Oh, my, my, my, my. Oh, I'm terribly sorry. Oh, I do hope you're not injured.
Pinocchio said "we're all right." Gideon reaches his hands into Pinocchio's back pocket.
Honest John said "Ah, splendid!" He hits Gideon on the head "Well, well. Quite a scholar, I see. Look Giddy, a man of letters. Here's your book."
Pinocchio said "I'm going to school."
Honest John said "School! Ah, yes. Then you haven't heard of the easy road to success."
Pinocchio said "Uh-uh.
Honest John said "No? I'm speaking my boy, of the theatre! Here's your apple. Bright lights, music, applause! Fame!" Lucky asked "Fame?
Honest John said "Yes? And with that personality, that profile, that physique... why! He's a natural born actor, eh Giddy?" Gideon nods.
Pinocchio said "But I'm going--"
Honest John said "Straight to the top. Why, I can see your name in lights, lights six feet high. Uh, what is your name?l
Pinocchio said "Pinocchio. And this is lucky and Lyra."
Honest John said "Pinocchio! P-I-N-U-O- uh, ha-ha, we're wasting precious time." They walked down the street dancing as John sang "Come on to the theatre! Hi-diddle-dee-dee and actor's life for me a high silk hat and silver cane a watch of gold with a diamond chain. Hi-diddle-dee-dee and actor's life is gay. It's great to be a celebrity an actor's life for me. Hi-diddle-dee-dum and actor's life is fun."
Jiminy Cricket was running trying to catch up "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."
Honest John sang "Ta dum diddle dee dum ti dee un dee dumm..." he saw the lot walk.
Jiminy Cricket said "Oh boy, a parade" He hid and was about to follow.
Pinocchio & Honest John sang "Hi-diddle-dee-dee and actor's life for me."
Jiminy Cricket asked "Huh?"
Honest John sang "a wax mustache and a beaver coat a pony cart and a billy goat."
Jiminy Cricket said "Why it's... it's Pinoke! Hey where you going?"
Honest John sang "Hi-diddle-dee-dee and actor's life is fun you wear your hair in a pompadour."
Jiminy Cricket said "Wait!"
Honest John sang "you ride around in a coach and four you stop and buy out a candy store."
Jiminy Cricket said "Halt!" Then Jiminy was stepped on.
Honest John sang "an actor's life for me!"
Jiminy Cricket said "Hold on there! Hey!"
Honest John sang "Hi-diddle-dee-dee and actor's life for me
with clothes that come
from the finest shop
and lots of peanuts and soda pop" Jiminy climbed up to John's hat then Jiminy whistles to take attraction "What was that?"
Pinocchio said "Oh it's Jiminy! What are you doin' up there?"
Honest John asked "Uh? who? what? Jiminy? up where?" John looked to find him. Gideon saw Jiminy on John's hat.
Jiminy Cricket said "Shh."
Honest John said "But my boy you must be seeing things"
Lucky said "Oh no, that's my conscience."
Honest John said "Now, now, now, just calm down. Why there's nothing up there to be afraid of." Gideon then brought the mallet down then hit John. He saw that John was mad then ran off scared.
Jiminy Cricket said "Shh, you three, over here. over here.
Pinocchio said "Oh Jiminy, I'm gonna be an actor."
Jiminy Cricket said "All right son, take it easy now. Remember, what I said about temptation?"
Lyra asked "Aha?"
Jiminy Cricket said "Well, that's him."
Pinocchio said "Oh no Jiminy, that's Mr. Honest John!"
Jiminy Cricket asked "Honest John?"
Honest John screamed "Get me outta here!" Gideon used the mallet to free John into a lake "Oooh!"
Jiminy Cricket said "All right then. 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."
Pinocchio nodded "Mm-hmm."
Honest John said in a high voice "Pinocchio? Oh Pinocchio! Woo-hoo."
Jiminy Cricket said "Here they come. Now you tell 'em."
Honest John said "Woo-hoo! Oh little boy! There you are! Where were we? Ah yes... on to the theatre!"
Pinocchio said "Goodbye Jiminy. Goodbye!" The three go with their new friends.
Jiminy Cricket asked "Goodbye? Huh? Goodbye?!"
Honest John sang "Hi diddle-dee-dee an actor's life for me"
Jiminy Cricket said "Hey, Pinoke, you can't--"
Honest John sang "A high silk hat and a silver cane a watch of gold with a diamond chain
Hi-diddle-dee-dee
an actor's life for me
it's great to be a celebrity
an actor's life for me"
Jiminy Cricket said "What'll I do? I'll run and tell his father. No, that'd be snitching. I'll go after him myself." He ran to find the three.