We soon go to Strombolie's puppet show where the gang are getting ready to perform Stromboli said "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!"

Jiminy Cricket swats away moths from the lamp he's sitting on "Well, looks like a sellout."

Stromboli said "Introducing the only marionettes-a can a-sing and a-dance absolutely without the aids of a-strings" he said to himself "I hope-a so." The one... and only...Pinocchio and the foxes! The crowd cheered.

Jiminy Cricket scoffed "Hmmph! What a buildup."

Then the cats showed up and played some trumpets as the curtains open an a focus lights Pinocchio, lucky and Lyra at the top of a stair.

Pinocchio began to sing "We've got no strings to hold me dow-" then he falls by the steps and everybody laughs as it showed his nose is stuck in a board then the crowed laughed.

Jiminy Cricket said angrily "Go ahead... make a fool of yourself! Then maybe you'll listen to your conscience."

Stromboli angrily yells in Italian gibberish, but comes to his senses... "Cute kid. Heh-heh-heh."

Pinocchio sang "I've got no strings
To hold me down
to make me fret, or make me frown
I had strings
but now I'm free
there no are strings on me"

Lucky showed up dancing with Pinocchio "Hi ho the me-rri-o
that's the only way to be
I want the world to know
nothing ever worries us"

Stromboli said "What I told you, huh? Ha-ha-ha!"

Lyra showed up "We've got no strings
so we have fun
We're not tied up to anyone
they've got strings
but you can see
there are no strings on us."

Then a background showed up spooking the three. Then another puppet showed up.
Tess sang "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"
Then more puppets showed up then squished the three. Then another backdrop shows up as lady meowmalade showed up.

Lady meowmalade sang "You've got no strings Comme çi comme ça your savoir-faire is ooh la la! I've got strings but entre nous I'd cut my strings for you"

Then more French puppets showed up dancing. Jiminy looked then took out some glasses at the puppets.

Another backdrop dropped as a Russian puppet came out dancing.

General buttons sang "Down where the Volga flows
There's a Russian rendezvous
where me and Ivan go
but I'd rather go with you, hey!"

Then four male Russian puppets came out dancing.

Cossacks said "Hey! Hey! Hey! Pinocchio imitates their dance "Hey! Hey! Hey!"

Pinocchio said twirling on one leg "Hey!" Then he and the others gets tangled in the strings of the cossack puppets "There are no strings on us!" The people laughed and gave their applause. Then they threw coins on stage.

Jiminy Cricket said "Huh? They like him. He's a success. Gosh! Maybe I was wrong." Stromboli was giving praise. Jiminy began walking away "Well, guess he won't need me any more. What does an actor want with a conscience?" but at home, Geppetto has cooked a delicious supper in the three's honor but is worried that they haven't come home yet "What could have happened to them? Where could he be at this hour? I'd better go out again and look for them. And remember, nobody eats a bite... until I find him." He goes out and Figaro sees his opportunity to eat his meal, but Cleo gurgles remembering their promise.

Meanwhile the others celebrate their success Stromboli sang "I got 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 no-strings on me
Ha-ha-ha=ha-ha-ha!" He's counting the money "Bravo, Pinocchio! Bravo lucky! Bravo Lyra!"

Pinocchio said "They like us!" Stromboli said "Mmm. 200! You are sensational!" Lucky asked "You mean we're good?
Stromboli said "Ahhh! 300! You are COLOSSAL!" Lucky asked "Does that mean we're an actor?" Stromboli said "Sure! I will push you in the public's eye. Your face, she will be on everybody's tongue!"

Pinocchio asked "Will she?" Stromboli said "Ye--- huh?" he takes a weird tongue "what's this?" He found out that was a fake and grumbled and muttering in Italian "Ahhh..." he takes the coin and gives to Pinocchio "For you, my little Pinocchio."

Pinocchio said "For me? Gee, thanks! We'll run right home and tell our father."

Stromboli was drinking a wine then coughed it out "Home? Oh, sure. Going home to your father. Oh, ha-ha-ha. Oh, that is very "comeecal"." Pinocchio asked "You mean it's funny?" Stromboli said "Ah, ha-ha-ha! Sure! Yes."

Pinocchio said "I'll be back in the morning." Stromboli said "Be back in the morning!" He grabbed them and mumbled in Italian "Going home?" Pinocchio laughs, thinking he has said something funny but in a twist of fate Strombolie locks them in cages "There! This will be your home, where I can find you always!"

Pinocchio said "No, no, no!" Stromboli said "Yes, yes, YES! To ME... you are belonging. We will tour the world. Paris. London. Monte Carlo. "Constantinopolee"..." lucky shouted "No, no!" Stromboli said "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!" He laughs as he tosses an axe on a worn-out puppet.

Pinocchio shouted "Let us outta here! We gotta get out! You can't keep us--"

Stromboli said "QUIET! SHUT UP! Before I KNOCK-a you silly!" He said now sweetly "Good night... my little wooden gold mines. Ha-ha-ha..." he slams the door.

Pinocchio said "No! No, wait! Let me out! I'll tell my father!"
Outside, Stromboli grunts and cracks a whip. Stromboli shouted "Get along, then!"

Pinocchio shouted "Jiminy! Oh, Jiminy!" He whistles as the carriage starts moving and it begins thundering "Jiminy, where are you?!" He whistled "Jiminy Cricket!" He sobbed.

later that night Jimmy is standing in the rain until he sees the cart "Well, there he goes. Sitting in the lap of luxury, the world at their feet. Oh well, I can always say "I knew them when". I'll just go out of their life quietly. I would like to wish him luck though." He looked at the cart "Sure! Why not?" He runs after the carriage. Then crawled into a small hole in the door "Pinocchio. Lucky! Lyra! It's me. Your old friend, Jiminy, remember?"

Pinocchio said "Jiminy! Gee, we're glad to see ya!"

He sees them locked in cages. Jiminy Cricket exclaimed "Pinocchio! Lucky! Lyra! What's happened?! What did he do to ya?!"

Lyra said "Oh, he was mad. He said he was gonna push our face in everybody's eye." Jiminy Cricket asked "Yeah?! Lyra said "And just 'cause I'm a goldbrick, he--he's gonna chop us into firewood!"

Jiminy Cricket said "Oh, is that so? Now don't you worry, kids. I'll have you outta here in no time at all." He climbs into the padlock "Why, this is just as easy as rollin' off a... umph!" There was clanking when he worked on the lock he took off his coat and hat then hung them up "Kinda rusty. Needs a little oil!" His voice echoed "Needs a little oil... Needs a little oil..." Jiminy looked around confused "That's what I said." He was working on the spring then the spring sends him flying out of the lock "Woo-hoo-hoo!" He chuckled "Must be one of the old models."

Lucky asked "You mean you can't open it?" Jiminy Cricket replied "Yeah." Lyra helped Jiminy to get his coat and hat on "Looks pretty hopeless. It'll take a miracle to get us outta here." Pinocchio said "Gee."

Geppetto keeps searching for them in the pouring rain "Pinocchio! Lucky! Lyra! Pinocchio!" Then Stromboli's cart went by. Stromboli shouted "Giddy up!" He mumbled. Geppetto shouted "Pinocchio!" He has been so close to Pinocchio, Luxky and Lyra but he doesn't know; thunder and lightning sound before he shouted "Pinocchio!"

Inside the carriage

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

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

Jiminy Cricket said "No, it was my fault. I shouldn't have walked out on you." Lucky said Guess we'll never see our father again."

Jiminy Cricket said "Oh, buck up, son. It could be worse. Be cheerful... like me!" He saw them crying hard and he took out a tissue "Aw, take it easy kids. Come on, blow." They blew their noses "Atta boy." "Oh well, it stopped raining anyway." He blew his nose too "Hey, that star again!" He jumped of the stand making the three fall. "The lady! The... the Fairy!"

The star comes down revealing the blue fairy.

Pinocchio asked "What'll she say? What'll we tell her?"

Jiminy Cricket said "You might tell her the truth." He jumped into some bird seed as the three tried to hide.

Blue Fairy said "Why, Pinocchio, Lucky, and Lyra

Pinocchio said "Uh... h-hello!"

Blue Fairy said "Sir Jiminy!"

Jiminy Cricket said taking his head out of the seeds "Well! This is a pleasant surprise! Ha-ha."

Blue Fairy asked "Pinocchio, Lucky, Lyra, why didn't you go to school?"

Lucky said "School? Well, I..." he hesitated in what to say. Then he looked at Jiminy.  Jiminy Cricket said "Go ahead, tell her. Lucky said "I was going to school, 'til I met somebody." Jiminy nodded.  Blue Fairy asked "Met somebody?" Pinocchio said "Yeah. Uh, two big monsters!" Jiminy was shocked. Lyra said "With big green eyes." Then the foxes noses began to grow. The two felt the noses in confusion "Why, I..."

Blue Fairy asked "Monsters? Weren't you afraid?" Lyra said "No ma'am, but they tied me in a big sack." Blue Fairy said "You don't say!" Lyra nods "And where was Sir Jiminy?" Lucky asked "Oh, Jiminy?" Jiminy Cricket said "Psst. Leave outta this." Lucky said as the more he embroideries his adventures, the more his nose grows "They put him in a little sack." Blue Fairy said "No!" Lyra said "Yeah!" Blue Fairy asked "How did you escape?"

Lucky said "We didn't. They chopped is into firewood!" now the noses is so long it resembles a tree branch with three birds! "Oh, oh look! Our noses! What's happened?!"  Blue Fairy said "Perhaps you haven't been telling the truth, Pinocchio."

Jiminy Cricket asked "Perhaps?!" Lyra said "Oh, but we have! Every single word! Oh, please help us! We're awful sorry."

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

Jiminy Cricket said "She's right, Pinoke. You better come clean." Pinocchio said "We were going to school, then we met two people and one said we were going to be famous then we gave it a try then we ended it up here. Can you help us?" Blue Fairy said "Very well. But this is the last time I can help you." She touches the cage with her wand and the three are free, with the noses back to normal. Lucky said "Gee, look, Jiminy! Our noses"

Jiminy Cricket said "Hey, we're free! Come on, guys."

The three ran out of the wagon as Stromboli sang "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"

Jiminy Cricket said "Toodle-ooo, Stromboli." Pinocchio said "Goodbye Mr. Strombol--!" Jiminy Cricket said "Shhh! Quiet! Let's get outta here, before somethin' else happens." They ran off to find Geppetto.