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.

Before the show ends, Mickey needs to pay the rent for Pete after he spends the money on cheese.

Cartoons: Mickey's Mountain; Circus Symphony

A string of unexplained thefts and kidnappings occur at the club.