- We fade in on Jiminy looking for Pinocchio on Pleasure Island. The carnival we saw before is now completely wrecked.
- We see a building shaped like an eight ball and zoom inside. Lampwick and Pinocchio are playing pool and smoking cigars, though the smoke is making Pinocchio ill.
- As Pinocchio sets up his shot, Jiminy bursts in. The cricket yells at his puppet friend, admonishing him for all of the nonsense he's been up to.
- Lampwick calls Jiminy a "grasshopper" and talks some trash. He doesn't need any stinking conscience.
- Jiminy takes offense and tries to fistfight Lampwick, but Pinocchio stops him. With that, Jiminy says that he's done with the job and storms outside.
- Lampwick pours two beers to celebrate.
- Meanwhile, Jiminy is heading toward the dock, but is stopped by the locked door. He hears a strange noise coming from the other side…
- He creeps through and sees the Coachman and the shadowy figures loading crates onto a boat. They seem to be transporting donkeys.
- Even weirder, the donkeys have clothes. Some can even talk. Huh?
- The ones that can't talk are loaded on the ship for sale, while those that can are tossed into a pen on the side.
- They're the kids, if you didn't guess it.
- Seeing this, Jiminy rushes back toward his little buddy.
- Meanwhile, Lampwick is taking his first swig of beer when donkey ears suddenly sprout out of his head. This is like The Fly of cartoons. Pinocchio pushes his beer aside as soon as he sees this.
- As Lampwick continues playing pool, he starts turning more and more into a donkey. He even starts hee-ing and haw-ing.
- Lampwick looks in the mirror and starts panicking. Before long, however, he's completed his transformation and starts wreaking havoc.
- Meanwhile, donkey ears burst out of Pinocchio's head. Then a tail from his butt. Oh no!
- That's right when Jiminy arrives. He grabs Pinocchio and they run to the peak of the mountain.
- Their only option is to jump into the ocean. So they do.