The Blue Fairy: Now, remember, Pinocchio: be a good boy. And always let your conscience be your guide.
The Blue Fairy: A lie keeps growing and growing until it's as plain as the nose on your face.
Jiminy Cricket: Well... guess he won't need me anymore. What does an actor want with a conscience, anyway?
The Coachman: And what might your name be?
The Coachman: So you can talk?
Alexander: Yes, sir. I wanna go home to my mama!
The Coachman: Take him back! He can still talk!
Alexander: Please, please, I don't wanna be a donkey! Let me outta here!
The Coachman: [cracks his whip] Quiet! You boys have had your fun. Now pay for it!
Jiminy Cricket: Toodle-oo, Stromboli.
Pinocchio: [yelling] Goodbye, Mr Stromb...
Jiminy Cricket: Shhh! Quiet! Let's get out of here before something else happens.
Lampwick: [picks up Jiminy] Hey, who's the beetle?
Jiminy Cricket: Let go! Put me down!
Pinocchio: He's my conscience. He tells me what's right and wrong.
Lampwick: What? You mean to tell me you take orders from a grasshopper?
Jiminy Cricket: Grasshopper? Look here, you - you impudent young pup! It wouldn't hurt you to take orders from your grasshop - er, your conscience, if you have one!
Jiminy Cricket: You buttered your bread. Now sleep in it!
The Coachman: Give a bad boy enough rope, and he'll soon make a jackass of himself.
Foulfellow: [singing] 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!
The Blue Fairy: Little puppet made of pine, awake. The gift of life is thine.
The Blue Fairy: A boy who won't be good might just as well be made of wood.
Pinocchio: [has just reunited with Geppetto] Hey, Father! Father!
Geppetto: Don't bother me now, Pinocchio! What? Pinocchio?
Pinocchio: Father, whatcha crying for?
Geppetto: Because... you're dead, Pinocchio.
Pinocchio: No! No, I'm not.
Geppetto: Yes. Yes, you are. Now, lie down...
Pinocchio: But father, I'm alive. See?
[Looks at himself]
Pinocchio: And... and I'm... I'm real. I'm a real boy!
Geppetto: You're alive! And... and you are a real boy!
Lampwick: Huh! To hear that beetle talk you'd think somethin' was gonna happen to us.
[Donkey ears pop out of Lampwick's head; Pinocchio's eyes widen]
Lampwick: Conscience! Aw, phooey!
[a tail pops out of the seat of Lampwick's pants; Pinocchio puts down the cigar he has been smoking]
Lampwick: Wheres he get that stuff? "How do you ever expect to be a real boy?" What's he think I look like?
[Now his head is that of a donkey]
Lampwick: A jackass?
Pinocchio: You sure do! Ha-ha, Hee-haw!
Lampwick: Hey, you laugh like a donkey. Ha-ha Hee-haw!
Lampwick: Did that come outta me?
[Lampwick starts feeling his face and notices the changes]
[He raises his arms a little higher and notices his ears]
Lampwick: Huh? What the...
[noticing his tail]
Lampwick: What's going on?
[He looks in the mirror and sees that he is turning into a donkey]
Lampwick: Aaaahh! I've been double-crossed! Help! Help! Somebody, help! I've been framed! Help!
[Gets down on his knees and begs Pinocchio for help]
Lampwick: Please, you gotta help me. Be a pal! Call that beetle. Call anybody!
[Lampwick's hands turn into hooves]
Lampwick: Mama! Maaaaaaaaaamaaaaaaaaaaa! Hee-haw! Hee-haw! Hee-haw! Hee-haw!
Pinocchio: I'd rather be smart than be an actor.
Lampwick: You smoke like my grandmother.
[trying to unlock the cage lock to Stromboli's cage so Pinocchio can get out]
Jiminy Cricket: Needs a little oil.
["Needs a little oil" echoes through the lock]
Jiminy Cricket: That's what I said.
Jiminy Cricket: A fine conscience I turned out to be!
[Inside Monstro the whale, Geppetto and Pinocchio are discussing how to escape]
Geppetto: Get out? Oh, no, no, son. I have tried every way. Why, I even built a raft.
Pinocchio: [noticing the raft] A raft? That's it! We'll take the raft. And when the whale opens his mouth...
Geppetto: No, no, no, no. Now listen, son. He only opens his mouth when he's eating. Then everything comes in; nothing goes out.
Geppetto: Yes, it's hopeless, Pinocchio. Come, we'll make a nice fire and we cook some of the fish.
Pinocchio: A fire? That's it!
Geppetto: Yes, and then we'll all eat again.
Pinocchio: A great big fire; lots of smoke!
Geppetto: Smoke? Oh, yes, sure. Smoked fish will taste good.
Pinocchio: Quick, some wood!
[Pinocchio grabs some pieces of wood and a wooden chair and places the wood in Geppetto's arms]
Geppetto: Pinocchio, not the chair!
Pinocchio: Hurry, Father, more wood!
[Pinocchio smashes the chair over a wooden barrel while Geppetto adds the wood pieces in his arms]
Geppetto: But what'll we sit on?
Pinocchio: We won't need it. We're getting out!
[Pinocchio grabs a lit lantern and smashes it over the pile of wood, causing a fire to start. Pinocchio then adds a blanket to create smoke. Pinocchio promptly starts blowing and fanning on the smoke to force it up. The smoke curls upward toward the top of Monstro]
Geppetto: Getting out? But how?
Pinocchio: We'll make him sneeze!
Geppetto: Make him sneeze? Oh, that will make him mad!
[Jiminy arrives at the billiard hall on Pleasure Island and is shocked to see Pinocchio there smoking and playing pool]
Jiminy Cricket: [shouting] Pinocchio! So this is where I find you! How do you ever expect to be a real boy? Look at yourself. Smoking! Playing pool!
[Jiminy angrily kicks a billiard ball next to him, only to hurt his foot. He hops around, clutching his foot and yelling out in pain]
Jiminy Cricket: Oww! You're comin' right home with me this minute!
Jiminy Cricket: [to Pinocchio] Remember what I said about temptations?
[points to Honest John]
Jiminy Cricket: That's him.
Pinocchio: Oh, no, Jiminy. That's Mr. Honest John.
Jiminy Cricket: [shocked] Honest John?
[Having been ditched by Pinocchio, Jiminy Cricket starts to leave Pleausre Island]
Jiminy Cricket: Lampwick, hmph! Lampwick! Burns me up after all I tried to do for him. Who's his conscience, anyway? Me or that hoodlum Lampwick? Well, I've had enough of this. I'm takin' the next boat outta here.
Foulfellow: [seeing a poster for Stromboli's puppet show] Well, well, well! Stromboli! So that old rascal's back in town, eh?
Foulfellow: Remember the time I put strings on you and passed you off as a puppet?
Foulfellow: We nearly put one over on that old gypsy that time.
Stromboli: [shuts Pinocchio up in a cage] There! This will be your home - where I can find you always!
Pinocchio: No, no, no!
Stromboli: Yes, yes, yes! To me, you are a belonging. We will tour the world: Paris, London, Monte Carlo, Constantinopolee.
Pinocchio: No, no!
Stromboli: [bangs his fist on the table] YES! We start TONIGHT!
[stuffs money into a bag]
Stromboli: You will make lots of money
[stuffs the bag into his cummerbund]
Stromboli: for me!
[picks up a hatchet]
Stromboli: And when you are growing too old, you will make good firewood!
[throws the hatchet into a stack of firewood that also contains a worn-out puppet]
Stromboli: Ha, ha, ha, ha, ha, ha, ha!
Pinocchio: Let me out of here! I'm gonna get out! You can't keep me...!
Stromboli: QUIET! Shut up before I *knock* you silly!
[blows a kiss]
Stromboli: Good night, my little wooden gold mine! Ha, ha, ha, ha, ha, ha, ha, ha!
Geppetto: Now close your eyes and go to sleep.
Geppetto: Everybody has to sleep. Figaro goes to sleep - and Cleo - and besides, tomorrow, you've got to go to school.
Geppetto: Oh, to learn things and get smart.
Geppetto: [starts to fall asleep] Because.
The Blue Fairy: Prove yourself brave, truthful, and unselfish, and someday, you will be a real boy.
[Pinocchio, having heard that Geppetto is alive after being swallowed by Monstro, makes the bold decision to save him. So he takes off]
Jiminy Cricket: Hey, where ya goin'?
Pinocchio: I'm going to find him!
Jiminy Cricket: [following after Pinocchio] But Pinocch, are you crazy? Don't you realize he's in a whale?
Pinocchio: I've *gotta* go to him!
Jiminy Cricket: [following after Pinocchio] Hey, Pinocch! Wait! Listen here, son!
[But Pinocchio doesn't stop; he just keeps going straight to a high cliff overlooking the ocean, Jiminy following all the way]
Jiminy Cricket: But this Monstro, I've heard of him; he's a whale of a whale!
[Pinocchio starts tying a rock to his donkey tail]
Jiminy Cricket: Why, he swallows whole ships alive!
[He then helps tie Pinocchio's tail to the rock completely]
Jiminy Cricket: Tie it good and tight now. And besides, it's dangerous! Why, I...
Pinocchio: Good-bye, Jiminy.
Jiminy Cricket: Good-bye? I may be live bait down there, but I'm with ya!
Jiminy Cricket: [after singing "When You Wish Upon a Star"] Pretty, huh? I'll bet a lot of you folks don't believe that, about a wish comin' true, do ya? 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.
The Blue Fairy: You must learn to choose between right and wrong.
Pinocchio: Right and wrong? But how will I know?
Jiminy Cricket: [watching] How'll he know!
The Blue Fairy: [to Pinocchio] Your conscience will tell you.
Pinocchio: What are conscience?
Jiminy Cricket: What are conscience! I'll tell ya! A conscience is that still small voice that people won't listen to. That's just the trouble with the world today...
Pinocchio: Are you my conscience?
Jiminy Cricket: Who, me?
Jiminy Cricket: [seeing Pinocchio for the first time] Good piece of wood, too.
Geppetto: Now, I've got just the name for you: Pinocchio! Do you like it, Figaro?
[Figaro shakes his head]
Geppetto: No? You do, don't you, Cleo?
[Cleo shakes her head]
Geppetto: Well, we'll leave it to little wooden head. You like it?
[pulls on string to make Pinocchio's head nod "yes"]
Geppetto: Ha-ha, that settles it! Pinocchio it is!
Geppetto: Oh, Pinocchio! How did you get down here?
Pinocchio: I fell down.
Geppetto: Oh, you did... Oh! You are talking!
Geppetto: No! No no no!
Pinocchio: Yes, and I can move too.
Geppetto: No, no, you can't! I'm dreaming in my sleep! Oh, wake me up! Wake me up!
[pours a pitcher of water over his head]
Geppetto: Now we see who's dreaming. Go on, say something.
Pinocchio: Gee, you're funny. Do it again!
Geppetto: You *do* talk!
Pinocchio: Yes! The Blue Fairy came.
Geppetto: The Blue Fairy?
Pinocchio: Uh-huh, and I got a conscience.
Geppetto: A conscience?
[Jiminy proudly points to himself]
Pinocchio: And someday, I'm gonna be a real boy!
Geppetto: A real boy! It's my wish! It's come true!
Foulfellow: [Picks up Pinocchio's schoolbook and apple, which he eats] Well, well. Quite the scholar, I see. Look, Giddy. A man of letters. Here's your book
[hands book to Pinocchio]
Pinocchio: I'm going to school.
Foulfellow: School. Ah, yes. Then perhaps you haven't heard of the easy road to success.
Foulfellow: No? I'm speaking, my boy, of the theater! Here's your apple.
[Hands Pinocchio the apple, eaten down to the core]
Foulfellow: Bright lights, music, applause! Fame!
[Wiggles eyebrows too]
Foulfellow: Yes! And with that personality, that profile, that physique... why, he's a natural-born actor, eh, Giddy?
Pinocchio: But I'm going...
Foulfellow: ...straight to the top! Why, I can see your name in lights, lights six feet high! Uh... what is your name?
Foulfellow: Pinocchio! P-I-N... er, U-O... Uh, er...
Foulfellow: We're wasting precious time. Come. On to the theater!
The Coachman: How would you blokes like to make some real money?
[Lays a large bag of money on the table]
Foulfellow: Well! And who do we have to, eh...
[Makes throat-slashing motion]
The Coachman: No, no. Nothing like that. You see...
[Looks around to see if anyone is listening; Foulfellow does the same]
The Coachman: I'm collecting stupid little boys.
Foulfellow: Stupid little boys?
The Coachman: You know, the disobedient ones who play hooky from school.
The Coachman: And you see...
[Whispers in Foulfellow's ear; Gideon puts his ear to Foulfellow's other ear so he can listen as well]
The Coachman: And I takes 'em to Pleasure Island.
Foulfellow: [nods in agreement] Ah, Pleasure Island.
Foulfellow: Pleasure Island? But the law! Suppose they...
The Coachman: No, no. There is no risk. They never come back... as BOYS!
[leans in close to camera and smiles wickedly]
Jiminy Cricket: Now, you see, the world is full of temptations.
Jiminy Cricket: Yep, temptations. They're the wrong things that seem right at the time... but... uh... even though the right things may seem wrong sometimes, or sometimes the wrong things,
Jiminy Cricket: may be right at the wrong time, or visa versa.
Jiminy Cricket: [clears throat] Understand?
Pinocchio: [shakes his head] Uh-uh. But I'm gonna do right.
Jiminy Cricket: Atta boy, Pinoke! And I'm gonna help ya.
Jiminy Cricket: [to Monstro] Hey, blubber mouth, open up! I gotta get in there!
Jiminy Cricket: [after Pinocchio falls down the stage stairs during Stromboli's puppet show] Go ahead, make a fool of yourself, then maybe you'll listen to your conscience.
Jiminy Cricket: [to the night sky] Thank you, milady. He deserved to be a real boy. And it sure was nice of you to...
[suddenly, the whole area turns bright]
Jiminy Cricket: Huh? Wha... Oh? Wha...
[suddenly, a big gold conscience badge appears on the cricket's shirt]
Jiminy Cricket: Well, I'll be! Ho-ho-ho! My, my! Solid gold, too. Oh, I think it's swell.
[he flashes the badge to the sky]
Pinocchio: [referring to Lampwick] Don't hurt him, Jiminy. He's my best friend.
Jiminy Cricket: [outraged] Your *best friend*? And what am *I*? Just your conscience? Okay! That settles it!
[Pinocchio and Jiminy are looking for Geppetto, who has been swallowed by Monstro the whale]
Jiminy Cricket: Father! Huh? He ain't *my* father. Uh, Mr. Geppetto!
Jiminy Cricket: 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.
Foulfellow: Pinocchio! Oh, Pinocchio! Woo-hoo!
Jiminy Cricket: Here they come, Pinoke. Now, you tell 'em.
Foulfellow: Woo hoo! Oh, little boy! Ah, there you are. Where were we? Ah, yes. On to the theater!
Pinocchio: Good bye, Jiminy! Good bye!
Jiminy Cricket: Good bye? Huh? Good bye?
[Sees Pinocchio going off with Foulfellow and Gideon]
Jiminy Cricket: Hey, Pinoke! You can't go...! There he goes. What'll I do? I'll run and tell his father. No, that'd be snitching. I'll go after him myself.
The Blue Fairy: Would you like to be Pinocchio's conscience?
Jiminy Cricket: [Blushing] Well, uh, I... Uh-huh.
The Blue Fairy: Very well. What is your name?
Jiminy Cricket: [tipping his hat] Oh, Cricket's the name. *Jiminy* Cricket!
The Blue Fairy: Kneel, Mr. Cricket.
Jiminy Cricket: Huh?
Jiminy Cricket: No tricks now.
[the fairy taps Jiminy with her wand; his rags turn into fine clothes]
The Blue Fairy: I dub you Pinocchio's conscience, lord high keeper of the knowledge of right and wrong, counselor in moments of high temptation, and guide along the straight and narrow path. Arise, Sir Jiminy Cricket.
Jiminy Cricket: [Admiring his new clothes] Well! Ho-ho-ho! My, my! Mmm! Say, that's pretty swell! Gee, thanks. But, uh, don't I get a badge or something?
The Blue Fairy: Well, we'll see.
Jiminy Cricket: You mean maybe I will?
The Blue Fairy: I shouldn't wonder.
Jiminy Cricket: Make it a gold one?
The Blue Fairy: Maybe.
The Blue Fairy: Pinocchio, why didn't you go to school?
[Pinocchio looks up at Jiminy]
Jiminy Cricket: Go ahead. Tell her.
Pinocchio: I was going to school till I met somebody.
The Blue Fairy: Met somebody?
Pinocchio: Yeah, two big monsters with big, green eyes!
[His nose grows a little]
Pinocchio: Why, I...
The Blue Fairy: Monsters? Weren't you afraid?
Pinocchio: No, Ma'am, but they tied me in a big sack.
[His nose grows a little more and sprouts leaves]
The Blue Fairy: You don't say? And where was Sir Jiminy?
Pinocchio: Huh? Oh, Jiminy?
Jiminy Cricket: [Jumps in front of Pinocchio] Psst! Leave me out of this.
Pinocchio: They put him in a little sack.
[His nose grows even more, taking Jiminy along with it]
The Blue Fairy: No!
Jiminy Cricket: Yeah!
[His nose sprouts flowers]
The Blue Fairy: How did you escape?
Pinocchio: I didn't - they chopped me into firewood!
[His nose grows again, and a nest with baby birds sprouts at the end of it]
Pinocchio: Oh, look! My nose! What's happened?
The Blue Fairy: Perhaps you haven't been telling the truth, Pinocchio.
Jiminy Cricket: Perhaps?
Jiminy Cricket: Oh, but I have! Every single word!
[the branch with the nest on his nose whithers, and the birds fly away, whistling]
Jiminy Cricket: [frustrated by the clocks ticking and Geppetto's and Figaro's snoring while trying to get to sleep] QUIET!
[the noise stops]
Jiminy Cricket: After all, enough is enough.
Foulfellow: [he and Gideon have "diagnosed" Pinocchio's "condition"] My boy, you are *allergic.*
Foulfellow: Yes, and there is only one cure: a vacation on Pleasure Island!
Pinocchio: Pleasure Island?
[Foufellow and Gideon dance]
Foulfellow: That happy land of carefree boys, where every day's a holiday!
Pinocchio: [leaving] But I can't go. I...
Foulfellow: [he and Gideon stop him] Why, of course you can go. I'm giving you my ticket.
[he produces an ace of spades card in his hand and gives it to Pinocchio]
Pinocchio: Thanks. But I...
Foulfellow: No, tut-tut-tut, I insist: your health comes first.
[Foulfellow and Gideon grab Pinocchio and escort him away]
Foulfellow: Come, the coach departs at midnight!
[Foulfellow sings the Pleasure Island rendition of "Hi-Diddle-Dee-Dee" as they escort Pinocchio away]
The Blue Fairy: Good Geppetto, you have given so much happiness to others, that you deserve to have your wish come true.
Foulfellow: [noticing Pinocchio] 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...
[sees poster for Stromboli's puppet show]
Foulfellow: 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.
[Gideon nods "No"]
Foulfellow: Quick, we'll head him off
[They follow Pinocchio and head him off near a brick wall]
Foulfellow: Shhh! Now is our cha...
[Gideon takes out a mallet and gets ready to hit Pinocchio]
Foulfellow: No, no, stupid!
Foulfellow: Don't be crude.
[hits him with the mallet]
Foulfellow: [after drunkenly singing "Hi-Diddle-Dee-Dee"] And the dummy fell for it.
Foulfellow: Hook, line and sinker!
Gideon: [Dips a smoke ring in his beer and takes a bite] Hiccup!
Foulfellow: And he still thinks we're his friends. And did Stromboli pay? Plenty!
[places a small bag of coins on the table]
Foulfellow: That shows you how low Honest John will stoop, eh, Giddy?
Gideon: [nods and choking on his beer] Hiccup!
Jiminy Cricket: [seeing the Blue Fairy appear for the first time] As I live and breathe, a fairy. Mm-mmm!
Carnival Barkers: Tobacco Row, Tobacco Row! Get your cigars, cigarettes, and chewing tobacco! Come on in and smoke your heads off! There's nobody here to stop you!
Foulfellow: So, Coachman, what's your proposition?
The Coachman: How would you blokes like to make some real money?
[pulls out a big bag of gold pieces, which he drops on the table with a loud clank]
Foulfellow: [his eyes widen] Well! And who do we have to...
[makes a throat slashing gesture]
The Coachman: No, no, no... nothing like that. You see...
[moves his eyes slowly left and right with Foulfellow briefly following suit, then leans in with a slight whisper]
The Coachman: I'm collecting stupid little boys.
Foulfellow: Stupid little boys?
The Coachman: You know... the disobedient ones that are playing hooky from school.
The Coachman: So you see...
[leans in and whispers into Foulfellow's ear indistinctly for a while, his sidekick listens in through his opposite ear, then cleans it out with his finger so he can hear it better]
The Coachman: ... and I takes them to Pleasure Island.
Foulfellow: Ah. Pleasure Island...
[suddenly has a look of horror]
Foulfellow: Pleasure Island? But the law! Suppose they...
The Coachman: No, no, no, there's no risk. They never come back... as BOYS!
[his face morphs to a devil like appearance as he makes an evil grin. Foulfellow and his sidekick sweat a little as he laughs maniacally, then grabs him by the collar and holds him close]
The Coachman: Now, I've got a coach leaving the crossroads by midnight, see me there. And no double crossing!
Foulfellow: No sir...
The Coachman: Any prospects you find, bring them to me.
Foulfellow: Yes sir.
The Coachman: I'll pay you well, I've got plenty of gold.