- The bells ring to announce a new morning. We zoom through the town to see children playing and heading off to school until we finally arrive at Geppetto's small home.
- Pinocchio runs outside excitedly—he sees all of his classmates and can't wait to play. Geppetto gives Pinocchio an apple to give to his teacher, a notebook, and sends him on his way.
- We then cut to an anthropomorphic fox walking with an anthropomorphic cat named Gideon. That's abrupt.
- The two fellows stop at a poster for "The Great Stromboli," who appears to be a master puppeteer. The fox claims that he once pretended Gideon was a puppet in an attempt to scam Stromboli.
- As if on cue, this strange duo sees Pinocchio skipping past. Given the conversation they just had, they see this bizarre, walking puppet as a golden opportunity,
- The fox (who's ironically named Honest John) says that they could probably sell this strange creature to Stromboli for a hefty fee….
- So they tail Pinocchio until Honest John manages to trip him with his cane. He then eats Pinocchio's apple and starts rambling about how much better the theater is than school.
- He manages to get Pinocchio interested, especially after he bursts into a song extolling the wonder of acting. Hey, wasn't this kid supposed to have a conscience?
- On cue, we see Jiminy rushing out of the house, still putting on his clothes—he's late. Luckily, he walks right past Pinocchio and Honest John as they sing about the life of an actor.
- Jiminy tries to stop them, but that's a lot easier said than done. After a moment, he manages to shout loud enough to get Pinocchio's attention, however.
- While Honest John and Gideon get into a confused scuffle typical of Disney villains, Jiminy pulls Pinocchio aside. He explains that Honest John is one of those "temptation" things he was talking about.
- In other words, Pinocchio should say thanks, but no thanks—it's school time. Instead of doing so, however, Pinocchio just keeps skipping along with his anthropomorphic friends.