Timon and Pumbaa are set to perform a show, but end their friendship after they decide that they can't make the same decisions, so Mickey decides to bring them back together.

Jiminy Cricket decides to stop his job as Pinocchio's conscience, and befriends Pain and Panic, soon realizing that Pinocchio and him must stay together after he becomes Mickey's conscience. When Pinocchio reunites with Jiminy, Pain and Panic begin to cry their hearts out, but then get turned into dirt by the Blue Fairy.